Dave Hoffman
@hoffprof.bsky.social
William A. Schnader Prof. of Law at Penn Law Teaching & writing mostly about contracts, occasionally backyard birds. Against et al. Pro legal jargon. Neutral on legal process.
Is being able to refine AI-generated text an important long-term lawyer skill? I'm thinking about introducing a "correct this essay" question on an exam, having a students comment on infirmities an AI answer to a fact pattern. Presumably, errors range from finding hallucinations to plausible slop.
This is just a day. Very, very close to the time in the summer when I actively have to work to forget that no one ever really wants tomato jam.
I am officially ready for civilizational collapse, notwithstanding the doubts of all you corn-growing haters.
In response to great reader feedback, @arbel.bsky.social and I have substantially revised the first draft of "Generative Gap Filling." ✍️New introduction and Part I text making clear what we're aiming at. 🥼New experiment exploring whether LLMs just hacked MCQs. papers.ssrn.com/sol3/papers....
Generative Gap Filling
<div> Most contract litigation turns on contracts that imperfectly record parties’ bargains. When the parties’ dispute can’t be solved by interpreting the text
papers.ssrn.com
New paper alert: Mergers and Arbitrations. My co-authors and I have written a love-letter to the pragmatic jurists of the Delaware Chancery Court, who've built a product no one can easily beat. @chancethelawyer.bsky.social, you know what to do! papers.ssrn.com/sol3/papers....
Lawyers might soon adopt a new contractual technology: choice of model clauses committing to particular LLM models as interpretative guides. Would these terms be enforceable? And what problems might they pose for courts and policymakers? Today's post: profhoffman.substack.com/p/are-choice...
GPT, as Amended
Would choice of model clauses really be enforceable?
profhoffman.substack.com
Putting out a new, pro-Chancery, paper next week. Trying to figure out if the right marketing campaign is directed at @chancethelawyer.bsky.social exclusively, or Chancery's haters over on Twitter.
With the help of a brilliant Penn rising 2L, Riley Hull, the Philadelphia Fair Lease has updated its FAQs to account for recent changes in law and policy. Having taken stock of those updates, I've been thinking about the benefits and costs of disclosure-centered housing policy.
🚨New paper w/ @ProfArbel, "Generative Gap Filling"🚨 SSRN: papers.ssrn.com/sol3/papers.... And a 🧵.
Generative Gap Filling
Contract law polices a line between interpretation, the recovery of meaning a text already holds, and gap filling, the supply of terms the text lacks. The bound
papers.ssrn.com
For Contracts' Empire, I dug into Brendan Sorsby's NIL / liquidated-damages fight with Cincinnati, pending federal court in Ohio — maybe the first case to really test whether NIL "buyouts" are really disguised noncompetes. My bottom line: it's unlikely the court will reach the merits soon.
From a certain point of view, agentic commerce may look like a litigators' dream: bots creating an evidentiary record of every thought they had, meaning that when deals go wrong lawyers will be able to nail down exactly how and why.
I know what you've been wondering. Can we tell which law firm wrote an M&A agreement by looking at their use of oxford commas and other syntactic choices? The answer is: not quite. But we can come pretty close! open.substack.com/pub/profhoff...
Does Cravath Have A Drafting Accent?
CSM barely uses the Oxford comma, and never wavers. No other firm comes close
open.substack.com
📃 New from me on SSRN: What do investors think of arbitration clauses with class waivers? Some scholars argue that requiring individual arbitration creates efficiencies that get partially passed through to consumers. But the magnitude and incidence of those cost savings are largely unstudied. 🧵/6
M&A transactions record the parties' goals and risk allocations... and the boilerplate of past contracts. In a new post I examine 25 years of deals for evidence of the adoption of new deal technologies, and their stickiness in the face of change. profhoffman.substack.com/p/hunting-fo...
Hunting for Fossils in M&A Agreements
Mitu Gulati, Bob Scott and Steve Choi’s new book on Contract Hazards: Lawyers and Their Landmines is great fun.
profhoffman.substack.com
Wasteful Bot-on-Bot disputes about customer service look inevitable. But what happens when the temporary compute subsidy goes away for consumers? In a new substack, I think about consumer law's long-term future.
Most of what's wrong with AI writing could be solved if it somehow it hoovered up the (lost) Television Without Pity archives and anchored on that text.
This prediction re: AI assisted contracts is right on the target, and I think anyone who regularly drafts contracts ought to see it, because it suggests to me that most of us already have the technical expertise for what’s coming. From @hoffprof.bsky.social profhoffman.substack.com/p/the-declin...
Whenever I want to understand contract law, I turn to @hoffprof.bsky.social His post has fascinating thoughts on the impact AI will have on contracts. profhoffman.substack.com/p/the-declin...
The Decline (and Fall) of Contracts' Empire?
The long-run of agentic contracting is likely to be quite weird
profhoffman.substack.com
There's lots of chatter about how AI will result in more complete contracting and ever-more power for monopolist firms, but simultaneously is driving a rise in pro se litigation and self-help In a new substack post, I put those ideas in tension with each other.
Was thinking about the role of careful articulation in law -- obviously generated by writing T&P and clerkship letters. It does a ton of work. Judges, agencies, employers, professors writing either recs or papers all explain. And the length/depth of the explanation itself has weight..
Appreciating the long-term worries, I still find Claude Code to be a miraculous life-hack that is making the production of scholarship vastly more enjoyable and substantively better!
I'm very excited to welcome @cburset.bsky.social to Penn's campus this coming fall! www.law.upenn.edu/live/news/18...
Welcoming New Faculty
Legal historian and public law scholar Christian Burset joins the Penn Carey Law faculty.
law.upenn.edu
Perhaps so -- lots of evidence that the constituency for the institution is real small at the Court. But a different perspective is that both SS and KBJ are making strategic, tactical and collegial errors. And SS realized it.
Mark Joseph Stern@mjsdc.bsky.social · 4mo agoBetween this and Sotomayor's recent dig at Kavanaugh, I'm getting the sense that Callais (the Voting Rights Act case) will be an absolute disaster and the liberals have given up trying to mitigate the damage.
State Courts continue their long, grinding, resistance to the Federal Arbitration Act (as interpreted by this generation's SCOTUS). I wrote about the latest from the front in Pennsylvania. substack.com/home/post/p-...
"Fight the Empire!" Pennsylvania's Arbitration Resistance Cadres
On courts, institutional competition, and the limits of federal preemption
substack.com
... And another season of putting out bougie grape jelly & oranges in the forlorn hope of a Baltimore Oriole fly-by begins. #birding
DE's Chancery Court is creating the most interesting contract doctrine in the country, as corporate actors increasingly contractualize their previously fiduciary relationships. This month, VC Will innovated in the law of remedy. I wrote about it. profhoffman.substack.com/p/the-protea...
The "Protean Power of Equity" in Delaware Contract Cases
The most interesting contract doctrine in the country is being written by seven people in the First State.
profhoffman.substack.com
