The Limitations of Documents

After this lesson, the reader should understand:

• 01Distinguish a document's content from its behaviour.
• 02Explain why digitisation is not the same as computability.
• 03Identify the properties a governance artifact needs that a document lacks.

A procurement threshold

A procurement policy states that contracts above a threshold require competitive tender. Why can two officers reading the same clause reach different outcomes?

The clause omits the inputs. It does not state whether the threshold applies per contract, per supplier, or per financial year; whether the figure is gross or net; or what happens to an option to extend. Each officer supplies the missing inputs from experience, and each supplies them differently. The disagreement is not about the rule — it is about the unstated interface to the rule, which a document has no way to declare^[1]. Make it concrete. Take a threshold of $100,000 and a two-year cleaning contract worth $60,000 a year, with an option to extend for a third. Read per year, the contract is under the threshold. Read per contract, it is $120,000 and above it. Read to include the option, it is $180,000. Three competent officers, three defensible readings, two different procedures — and the document is equally consistent with all of them. The obvious objection is that this is a drafting failure, not a property of documents: a better clause would say 'aggregate value over the full term, including options, exclusive of tax'. Partly right. Good drafting can declare inputs, and legislative drafting practice exists largely to make it do so. But a clause that declares its inputs still cannot evaluate them, cannot show that two officers supplied the same values, and cannot reproduce last year's decision against last year's text. Drafting narrows the variance; it does not give the document behaviour. Nor can structure abolish every gap. Some terms are open-textured by design^[2] — 'reasonable', 'proportionate', 'in the public interest' — and specifying them away would change the policy rather than clarify it. The aim is not to eliminate judgement but to make visible exactly where judgement is still required.

• Is a well-drafted document simply an under-specified program?
• What is lost when prose is replaced with structure?
• Where should the authoritative text live once an artifact exists?
• Which terms in your institution's policies are deliberately open-textured, and what would be lost by specifying them?

No responses yet. Be the first to answer one of the questions above.

Take one clause and specify its interface.

1. 01Write the clause verbatim.
2. 02List every input it silently assumes.
3. 03State the type and source of each input.
4. 04Note which assumptions the drafter would need to confirm.
5. 05Mark any term that is open-textured by design rather than merely unstated.