I came to law from chemical engineering, and it took a while to notice how often the two were describing the same structure under different names. The clearest example I have is a notice clause.
The clause
Take a supply agreement with something like this in it:
The Buyer shall notify the Supplier in writing of any defect within 14 days of delivery, failing which the Goods shall be deemed accepted.
A lawyer reads that as allocating a right. On its face, the buyer can reject defective goods only if they act in time and in the right form, and after that the clause puts the risk of the defect on the buyer. How it plays out would turn on the rest of the agreement and the facts.
An engineer reads it as a timer attached to a state. Delivery starts a clock, and if no notice arrives before it runs out, the goods change state without anyone doing anything.
- State
Goods delivered. Rejection window open, 14 days on the clock.
- Event
Day 15 arrives with no written notice of a defect.
- New state
On the clause’s terms, goods deemed accepted and the right to reject lapsed.
- Consequence
The cost of any defect is likely to move onto the buyer’s side of the ledger.
What the translation turns up
Writing it out that way is useful because a state machine won’t run until you answer questions the drafting left open.
When does the clock start? “Delivery” sounds precise until the goods arrive in three loads over a week, or turn up on a Friday evening at a closed site. A timer needs one timestamp. The clause gives you a word.
What counts as the notice event? Whether “in writing” covers email may depend on the notices clause at the back of the agreement, which can insist on post or hand delivery to a named address. So the event has a type, and an email from the buyer’s warehouse manager might not be an event at all.
Calendar days or business days? The clause doesn’t say. A lawyer would go to the interpretation section, then to how courts have read similar words. A program just needs to be told, and being forced to choose is useful, because it shows you a point where two careful readers could land on different dates.
None of these would surprise a good contracts lawyer. The difference is that the state machine lists the ones nobody has answered yet.
Then into the numbers
Suppose the buyer is holding £200,000 of stock from that delivery and suspects some of it is faulty. Until day 14, a credit from the supplier is a live possibility, and a finance team might carry an estimate of it. On day 15, with no notice sent, the clause says that possibility closes. The stock on the shelf is the same stock. On paper its legal state has moved, and the financial model needs a variable for that.
In most spreadsheets I’ve seen, the variable isn’t there. The provision gets revisited at month end by someone who may never have read the clause. The legal position and the financial number drift apart, and they only meet again when somebody disputes an invoice.
A leverage covenant in a loan has the same shape. The test is a threshold on a state. Failing it typically moves the facility into a new state, and that state can carry a price, in margin or in lost rights.
Where the translation loses things
Lawyers are right to be wary of this. Plenty of contract language doesn’t reduce to a timer. “Within a reasonable time.”1 “Using reasonable endeavours.” Words like these are often vague on purpose. They leave room for a court to look at what happened and decide, and that room is part of what the parties agreed to. Turn “a reasonable time” into 30 days in code and you’ve written a different contract.
There’s a quieter loss too. A state machine treats the clause as the whole story. In practice a supplier who wants to keep the customer may accept a late rejection anyway, and an email exchange on day 16 might be argued to amount to a waiver. The formal model says the goods were accepted. The parties carried on as if they weren’t. If that model is then used to decide who to chase for payment, it will be confidently wrong.
So I’ve ended up with a rough working rule. Translate the parts of a clause that are mechanical, and mark the parts that call for judgement as open states that need a person. A system that says “this turns on whether 23 days was reasonable, and here is the delivery record” is more use to a lawyer than one that picks an answer without saying so.
Why bother with the crossing
The engineering view finds missing inputs. The legal view knows which gaps were left open on purpose. Most of the time a contracts problem is just a contracts problem, and the translation is worth it only when reasoning falls between two teams, like the provision nobody connected to the clause.
- Where a contract is silent, English sale of goods law has its own version of this. Broadly, section 35 of the Sale of Goods Act 1979 treats a buyer as having accepted goods if they keep them beyond a reasonable time without rejecting them, though it has exceptions and turns on the facts. This is a summary, not legal advice. ↩