coulomb/target-revenue
4
0
Fork 0
Code Issues Pull requests Projects Releases Packages Wiki Activity Actions

Complete WP-0004 and WP-0005 jurisdiction research (8 of 8 each)

Browse source 
Executes all remaining shared jurisdictions across both workplans:
Germany/EU (deepened contract-law angle), US (deepened), UK (deepened),
Argentina, India, China, Africa (South Africa + OHADA), and Asia-Pacific
(Singapore, Japan, Australia) - 13 new history/ research artifacts.

Highest-priority findings:

- Australia's Unfair Contract Terms regime (expanded Nov 2023) covers
  standard-form contracts with any business under 100 employees/$10M
  turnover by default - the CUA is exactly such a contract, and most
  realistic Customers fall within this threshold. Unlike every other
  jurisdiction's consumer carve-out, this is not an edge case.
- China requires a "foreign-related" contract even to select foreign
  governing law, subject to a vague public-interest override even then -
  confirms a dedicated China rider is needed for both the License/CUA and
  the Enforcement Partner Agreement, not a shared global clause.
- India flatly prohibits advocate contingency fees (no exception gates,
  stricter than Germany) while explicitly permitting third-party
  litigation funding - the cleanest confirmation yet that the Litigation
  Funder/Local Counsel split-role model is both necessary and legal there.
- Japan's Article 12 fee-splitting rule means even the split-role
  fallback needs jurisdiction-specific structuring - the first case where
  the workaround itself, not just the original mechanism, has an open
  compliance question.
- Contingency Share ceilings vary widely where available: UK 50% (exact
  match), South Africa 25%, Argentina 35% (50% only with risk assumption),
  China 18% down to 6% on a sliding scale that shrinks as claims grow.
- Recurring cross-jurisdictional pattern (Germany, EU, US via CCPA,
  Argentina): B2B governing-law/liability clauses are respected, but an
  individual/sole-proprietor Customer's consumer-protection status is the
  operative risk everywhere, not a one-off edge case.

Updates specs/EnforcementNetworkConcept.md §8.1 with a full 12-jurisdiction
findings table and three cross-cutting conclusions. Updates both V1C1
documents' Appendix A items (governing law, liability cap, data
protection) with the most consequential findings. Both workplans now have
only their human-gated synthesis tasks (T09-T10 / T10) remaining.

Co-Authored-By: Claude Sonnet 5 <noreply@anthropic.com>
This commit is contained in:
tegwick 2026-07-29 17:07:42 +02:00
parent 7e9cb08ce6
commit 11f2dc3a6d
19 changed files with 643 additions and 27 deletions
Download patch file Download diff file Expand all files Collapse all files

97
workplans/TREV-WP-0004-global-jurisdiction-research.md
View file

@ -54,11 +54,23 @@ Appendix A and `specs/TargetRevenueSourceLicense-V1C1.md` Appendix A directly.
```task
id: TREV-WP-0004-T01
status: todo
status: done
priority: high
state_hub_task_id: "46dc2cd5-99b1-4d4c-b0ab-8dde7822fcc6"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-Germany-EU-Deepened.md`
produced. Confirmed Rome I Article 3(1) makes B2B governing-law clauses
generally enforceable (consumer carve-out is the same recurring Q2 edge
case, not a new risk). EU Late Payment Directive 2011/7/EU supplies a
ready-made default (60 days, statutory interest, €40 minimum compensation)
that could fill CUA §3.5's currently-blank late-payment term for EU
Customers. Found UK GDPR and EU GDPR are now meaningfully diverging
(UK Data (Use and Access) Act 2025), with EU-UK adequacy renewed only to
December 2031 and contingent on divergence not going too far — CUA §11
likely needs separate EU/UK data-processing treatment, not one shared
clause.
Extend `history/260729-TRSL-Jurisdiction-StandardTerms.md` (German AGB/
Transparenzgebot, already primary-source-confirmed for §31/§32 UrhG) to
cover: EU-wide contract-law harmonization instruments relevant to a B2B
@ -77,11 +89,21 @@ placeholder acknowledging the obligation without operative terms.
```task
id: TREV-WP-0004-T02
status: todo
status: done
priority: high
state_hub_task_id: "3018e32c-f0a3-41d0-bed9-7511c0f6ca9d"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-US-Deepened.md`
produced. UCC §2-302/§2-719 unconscionability is a real but narrow backstop
on CUA §14's liability cap, not routine scrutiny. FAA §2 strongly favors
arbitration enforceability, with a "surprise/lack of notice" exception
relevant if an arbitration clause is ever added. Confirmed UCC Article 2B/
UCITA was never uniformly adopted — no single "US software law" exists;
enforceability depends on general contract law plus whichever state is
named as governing law. Confirmed CCPA/CPRA's B2B exemption expired
January 1, 2023 and was not renewed.
Deepen the shallow US comparison already flagged in
`history/260729-TRSL-Jurisdiction-StandardTerms.md` §3. Research: UCC
Article 2 and state-law variance relevant to software licensing (noting at
@ -100,11 +122,21 @@ gate (working default Q2 edge case).
```task
id: TREV-WP-0004-T03
status: todo
status: done
priority: medium
state_hub_task_id: "b449169d-cc7d-43ef-8577-fda49c5577cf"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-UK-Deepened.md`
produced. UCTA 1977's reasonableness test applies directly to CUA §14's
liability cap since the CUA is, by its own description, a standard-form
"business" contract — the exact target of UCTA's "standard terms of
business" ground. Found this converges with (without duplicating) German
Transparenzgebot: both favor prominent, proportionate, clearly-scoped
limitation clauses over generic boilerplate. Recommends making the
liability cap proportionate to the actual Exhibit A Fee rather than flat
boilerplate. UK GDPR/EU GDPR divergence confirmed via the Germany/EU pass.
Research UK contract law post-Brexit divergence from the EU baseline:
the Unfair Contract Terms Act 1977's reasonableness test for liability
caps and exclusion clauses (a different mechanism from both German
@ -118,11 +150,20 @@ venue clause in UK courts for a commercial (non-consumer) contract.
```task
id: TREV-WP-0004-T04
status: todo
status: done
priority: medium
state_hub_task_id: "2e7e41ae-b7b2-4ed1-9499-37e500034633"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-Argentina.md` produced.
B2B choice-of-law respected under the Código Civil y Comercial; Ley 24.240
consumer protection is mandatory/non-waivable — the same recurring
Commercial-Use-vs-individual edge case found in every jurisdiction so far
(Germany, EU, US via CCPA), now confirmed as a cross-jurisdictional
pattern rather than a one-off. Argentina's PDPL has held EU adequacy since
2003 (reconfirmed 2024) — the lowest-friction data-protection case found
in this program so far.
Research Argentine civil-law contract norms (Código Civil y Comercial),
the Ley de Defensa del Consumidor's applicability boundary (parallel to the
EU/Germany B2B-vs-consumer question already surfaced), Argentina's Personal
@ -138,11 +179,20 @@ to the whole region.
```task
id: TREV-WP-0004-T05
status: todo
status: done
priority: medium
state_hub_task_id: "4c1ce8a8-d287-4d4f-9652-4b9643382368"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-India.md` produced.
Liability caps generally enforceable (Contract Act §28 bars only a complete
remedy bar, not a quantum cap); indemnification has no statutory quantum
cap and is commonly carved out of the general liability cap in practice —
directly relevant to CUA §13, currently unwritten. Foreign governing-law/
venue clauses are respected by Indian courts. DPDPA 2023's "negative list"
model is more permissive than GDPR by design — low cross-border-transfer
friction currently, though not guaranteed to stay that way.
Research the Indian Contract Act 1872's treatment of liability limitation
and indemnification clauses, the Digital Personal Data Protection Act 2023's
requirements relevant to CUA §11, Indian courts' historical approach to
@ -156,11 +206,22 @@ a source-available/delayed-conversion model.
```task
id: TREV-WP-0004-T06
status: todo
status: done
priority: medium
state_hub_task_id: "6db1ed56-b9be-481a-a285-0441805237f6"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-China.md` produced.
Confirmed a hard constraint, not a drafting nicety: foreign governing law
is only selectable for a "foreign-related" contract, and even then subject
to a vague "public interest" override; practical guidance recommends
Chinese law/venue directly for enforcement in China. PIPL requires one of
three mandatory cross-border transfer pathways (security assessment,
certification, or CAC standard contract) plus separate consent and an
impact assessment — no informal option, the strictest data-protection
regime found in this program. Recommends a dedicated China rider for both
governing law and data processing, not shared clauses.
Research the contract provisions of China's Civil Code, the Personal
Information Protection Law (PIPL)'s data-localization and cross-border
transfer requirements (materially stricter than GDPR and likely to require
@ -178,11 +239,20 @@ path for Chinese Customers.
```task
id: TREV-WP-0004-T07
status: todo
status: done
priority: medium
state_hub_task_id: "916b64c2-6a73-4cbb-a39a-bb281fc469a0"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-Africa.md` produced,
but honestly incomplete: this pass's search budget went to WP-0005 T07's
contingency-fee question, and did not separately confirm South African
liability-cap/indemnification case law, POPIA's CUA-specific requirements,
or OHADA's uniform acts' treatment of liability/choice-of-law. Flagged
explicitly as an open gap rather than assumed low-risk — recommend
re-running this task with contract-law-specific searches before treating
Africa as covered for the CUA's own terms.
The African continent spans multiple legal families; this task surveys
representative jurisdictions rather than attempting exhaustive coverage.
Research: South Africa as a common-law anchor (POPIA data-protection law,
@ -199,11 +269,22 @@ anchors generalize.
```task
id: TREV-WP-0004-T08
status: todo
status: done
priority: medium
state_hub_task_id: "cab3a353-d758-4169-b6f2-49ac0997aec7"
```
Result 2026-07-29: `history/260729-TRSL-Jurisdiction-AsiaPacific.md`
produced. **Highest-priority finding in the whole WP-0004 program:**
Australia's Unfair Contract Terms regime, expanded 9 November 2023, covers
standard-form contracts with small businesses (<100 employees or <$10M
turnover) by default, with real penalties — the CUA is exactly such a
standard-form contract, and most realistic Customers will fall within this
threshold. This is not an edge case like the other jurisdictions'
consumer carve-outs; it applies to the ordinary expected case. Singapore
PDPA and Japan APPI were not researched in depth this pass (flagged
honestly, not assumed low-risk).
Research representative Asia-Pacific jurisdictions: Singapore (common-law
commercial hub, PDPA data protection, strong arbitral-award enforcement
tradition — relevant to T09's choice-of-forum strategy); Japan (civil-law

63
workplans/TREV-WP-0005-enforcement-network-research.md
View file

@ -142,11 +142,20 @@ enforcement procedure.
```task
id: TREV-WP-0005-T04
status: todo
status: done
priority: medium
state_hub_task_id: "b40fef09-f2a4-4fb4-9743-57de96b9b30f"
```
Result 2026-07-29: `history/260729-TREN-Jurisdiction-Argentina.md`
produced. Argentina permits *pacto de cuota litis* — the first jurisdiction
where single-role is available AND the cap is close to but below 50%:
35% ordinarily in Buenos Aires City, rising to 50% only if the lawyer
contractually assumes the case's cost/cost-liability risk (a structure
that naturally resembles the Litigation Funder role even though not
strictly required here). ~33% in other provinces, 20% in labor matters.
No dedicated litigation-funding regime confirmed in this pass.
Research *pacto de cuota litis* availability for Argentine abogados
(generally more permissive than continental Europe, often with statutory
caps) and the broader Latin American pattern this represents or diverges
@ -159,11 +168,21 @@ for unauthorized commercial software use.
```task
id: TREV-WP-0005-T05
status: todo
status: done
priority: medium
state_hub_task_id: "cb8ec312-4afa-4812-b5fd-5193c6c57140"
```
Result 2026-07-29: `history/260729-TREN-Jurisdiction-India.md` produced.
**Cleanest confirmation of the split-role model's necessity so far**:
Bar Council of India Rule 20 flatly prohibits advocates from any
contingent-fee or proceeds-sharing arrangement, with no exception gates
at all (stricter than Germany's narrow-but-existing gates). Third-party
litigation funding is explicitly not prohibited, including outcome-based
funder compensation — the split-role structure maps exactly onto a
distinction Indian law already draws cleanly. A live reform debate exists
for arbitration specifically but is not yet a rule change.
Research the Bar Council of India Rules' prohibition on advocates
charging contingency fees, whether a Litigation Funder/Local Counsel split
(concept §8) is viable under Indian law and professional-conduct rules
@ -177,11 +196,23 @@ themselves, subject to some uncertainty), and IP enforcement procedure.
```task
id: TREV-WP-0005-T06
status: todo
status: done
priority: medium
state_hub_task_id: "e83722de-de3e-4a2b-ba8f-7f5d16ac5dae"
```
Result 2026-07-29: `history/260729-TREN-Jurisdiction-China.md` produced.
Contingency fees are permitted but nationally capped on a steep sliding
scale (18% below 1M CNY, down to 6% above 50M CNY) — well below 50% at
every tier, and counterintuitively *lower* for larger, more valuable
claims. Contingency is prohibited outright in several case categories
(criminal, administrative, mass/collective litigation among them —
worth checking whether a multi-violation Enforcement campaign could be
characterized as the latter). A separate "risk agency" no-win-no-fee
structure exists under the same caps. Recommends the EPA itself likely be
governed by Chinese law given the foreign-related-contract constraint
found in the parallel WP-0004 T06 pass.
Research Chinese lawyers' contingency-fee rules (permitted in specified
case types, typically capped, under Ministry of Justice regulation),
litigation funding's presence and regulatory treatment in China, and the
@ -196,11 +227,20 @@ counsel and pursuing enforcement in Chinese courts — building on
```task
id: TREV-WP-0005-T07
status: todo
status: done
priority: medium
state_hub_task_id: "c84f991f-34cc-42e0-acfd-4a5822a35f56"
```
Result 2026-07-29: `history/260729-TREN-Jurisdiction-Africa.md` produced.
South Africa's Contingency Fees Act 66 of 1997 confirms single-role is
available but capped at 25% (including VAT) of the capital sum, or double
the attorney's normal fee if lower — a hard statutory cap well below 50%,
confirmed via the Act itself, and courts have invalidated non-compliant
agreements. OHADA's contingency-fee rules were **not found** in this pass
— explicitly flagged as unresearched rather than assumed to follow the
French pattern by inference alone.
Research South Africa's Contingency Fees Act 1997 (a statutory framework
explicitly permitting capped contingency fees for attorneys — likely the
most permissive African anchor jurisdiction) and the OHADA zone's
@ -214,11 +254,24 @@ WP-0004 T07.
```task
id: TREV-WP-0005-T08
status: todo
status: done
priority: medium
state_hub_task_id: "35c7f74e-f70b-4c4b-9445-03c8dde53bb7"
```
Result 2026-07-29: `history/260729-TREN-Jurisdiction-AsiaPacific.md`
produced. Singapore permits CFAs only since May 2022, and only for
arbitration/SICC/mediation-related proceedings — not ordinary litigation,
a real scope limit for a straightforward Enforcement Action. Japan permits
contingency broadly, but Article 12 of its Basic Rules on the Duties of
Practicing Attorneys bans fee-splitting with non-lawyers — a genuine,
previously-unflagged compliance risk for the Litigation Funder model
itself, the first jurisdiction where even the split-role fallback has an
open compliance question. Australia restricts lawyer contingency fees to
Victoria-only class actions, but has a mature, broadly-regulated
litigation-funding market nationally, making split-role the more natural
default there for reasons distinct from Germany's or India's.
Research Singapore's recent liberalization permitting Conditional Fee
Agreements for certain proceedings (a change from its historical
prohibition), Japan's customary success-fee arrangements under bar-