clause_id stringlengths 4 9 | heading stringlengths 10 47 | category stringclasses 9
values | page int64 98 270 | text stringlengths 114 646 | is_ambiguous bool 2
classes | n_seeded_axes int64 0 3 | seeded_axes listlengths 0 3 | downstream_properties listlengths 1 3 | note stringlengths 37 202 |
|---|---|---|---|---|---|---|---|---|---|
LEV-A | Leverage Ratio | financial_covenant | 118 | 6.1 Leverage Ratio. The Borrower shall not permit the ratio of Consolidated Total Debt to Consolidated EBITDA, measured as of the last day of each fiscal quarter, to exceed 3.50 to 1.00, excluding Capital Lease Obligations and Permitted Acquisition Indebtedness. | true | 2 | [
{
"axis_id": "exclusion_list_scope",
"question": "Does the trailing exclusion apply to every listed item or only the first?",
"options": [
"first_item_only",
"all_items"
],
"intended_reading": "all_items",
"intended_gloss": "the exclusion reaches every item in the list",
"gol... | [
{
"id": "LEV-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "LEV-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
"... | Seeded ambiguity: scope of a trailing exclusion, plus an unqualified flow metric. |
LEV-B | Leverage Ratio (Alternative Formulation) | financial_covenant | 119 | 6.2 Leverage Ratio (Alternative Formulation). The Borrower shall not permit the ratio of (a) Consolidated Total Debt, excluding in each case both Capital Lease Obligations and Permitted Acquisition Indebtedness, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters then ended, in each case measu... | false | 0 | [] | [
{
"id": "LEV-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "LEV-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
"... | Control: exclusion scope pinned by 'in each case both', earnings period pinned by 'four consecutive fiscal quarters then ended'. |
DSCR-A | Debt Service Coverage | financial_covenant | 120 | 6.3 Debt Service Coverage. The Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.25 to 1.00, calculated as Consolidated EBITDA divided by Debt Service. | true | 2 | [
{
"axis_id": "debt_service_content",
"question": "What does an undefined 'Debt Service' include?",
"options": [
"interest_only",
"interest_and_principal"
],
"intended_reading": "interest_and_principal",
"intended_gloss": "interest expense plus scheduled principal",
"gold_span... | [
{
"id": "DSCR-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "DSCR-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
... | Seeded ambiguity: what an undefined ratio denominator contains. |
DSCR-B | Debt Service Coverage (Alternative Formulation) | financial_covenant | 121 | 6.4 Debt Service Coverage (Alternative Formulation). The Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.25 to 1.00, calculated as Consolidated EBITDA for the period of four consecutive fiscal quarters then ended divided by the sum of (a) Interest Expense and (b) scheduled principal payments, i... | false | 0 | [] | [
{
"id": "DSCR-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "DSCR-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
... | Control: denominator itemised, period stated for both sides. |
NW-A | Minimum Net Worth | financial_covenant | 122 | 6.5 Minimum Net Worth. The Borrower shall not permit Consolidated Net Worth to be less than $250,000,000 at any time, plus 50% of the net cash proceeds of any equity issuance consummated after the Closing Date. | true | 1 | [
{
"axis_id": "buildup_target",
"question": "Does the equity build-up add to the threshold or to the measured metric?",
"options": [
"threshold",
"metric"
],
"intended_reading": "threshold",
"intended_gloss": "the dollar floor is increased by the build-up",
"gold_spans": [
... | [
{
"id": "NW-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "NW-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Seeded ambiguity: does the equity build-up raise the floor or the metric. |
NW-B | Minimum Net Worth (Alternative Formulation) | financial_covenant | 123 | 6.6 Minimum Net Worth (Alternative Formulation). The Borrower shall not permit Consolidated Net Worth at any time to be less than the sum of (a) $250,000,000 and (b) 50% of the aggregate net cash proceeds of all equity issuances consummated after the Closing Date. | false | 0 | [] | [
{
"id": "NW-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "NW-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Control: build-up placed inside an itemised 'sum of (a) and (b)' floor. |
ICR-A | Interest Coverage | financial_covenant | 124 | 6.7 Interest Coverage. The Borrower shall not permit the Interest Coverage Ratio for any fiscal quarter to be less than 2.00 to 1.00, calculated using Consolidated EBITDA adjusted for restructuring charges and/or projected synergies. | true | 1 | [
{
"axis_id": "andor_reading",
"question": "Is 'and/or' read as requiring both limbs or as either limb sufficing?",
"options": [
"conjunctive",
"disjunctive"
],
"intended_reading": "conjunctive",
"intended_gloss": "both limbs are required / both adjustments are taken",
"gold_s... | [
{
"id": "ICR-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "ICR-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
"... | Seeded ambiguity: the classic and/or. |
ICR-B | Interest Coverage (Alternative Formulation) | financial_covenant | 125 | 6.8 Interest Coverage (Alternative Formulation). The Borrower shall not permit the Interest Coverage Ratio for any fiscal quarter to be less than 2.00 to 1.00, calculated using Consolidated EBITDA adjusted for both restructuring charges and projected synergies. | false | 0 | [] | [
{
"id": "ICR-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "ICR-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
"... | Control: 'both ... and' pins the addback list. |
CURE-A | Payment Default | event_of_default | 147 | 7.1 Payment Default. It shall be an Event of Default if the Borrower fails to pay any principal or interest when due and such failure continues for 5 days. | true | 2 | [
{
"axis_id": "day_basis",
"question": "Are unqualified days calendar days or Business Days?",
"options": [
"calendar",
"business"
],
"intended_reading": "business",
"intended_gloss": "Business Days",
"gold_spans": [
{
"start": 134,
"end": 154,
"t... | [
{
"id": "CURE-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "CURE-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Seeded ambiguity: day-count basis and boundary. |
CURE-B | Payment Default (Alternative Formulation) | event_of_default | 148 | 7.2 Payment Default (Alternative Formulation). It shall be an Event of Default if the Borrower fails to pay any principal or interest when due and such failure continues unremedied for 5 or more Business Days after the date such payment became due. | false | 0 | [] | [
{
"id": "CURE-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "CURE-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Control: 'Business Days' and '5 or more' pin basis and boundary. |
XDEF-A | Cross Default | event_of_default | 149 | 7.3 Cross Default. It shall be an Event of Default if the Borrower fails to pay when due any Indebtedness in an aggregate principal amount exceeding $25,000,000. | true | 1 | [
{
"axis_id": "cross_default_scope",
"question": "Is the cross-default threshold tested per agreement or across all of them?",
"options": [
"per_agreement",
"all_agreements"
],
"intended_reading": "all_agreements",
"intended_gloss": "the unpaid amount aggregated across all agreeme... | [
{
"id": "XDEF-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "XDEF-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
... | Seeded ambiguity: per-instrument vs cross-instrument aggregation. |
MAC-A | Material Adverse Change | event_of_default | 150 | 7.4 Material Adverse Change. It shall be an Event of Default if there occurs any material adverse change in the business, operations or financial condition of the Borrower and its Subsidiaries taken as a whole. | true | 1 | [
{
"axis_id": "materiality_aggregation",
"question": "Is materiality tested item by item or across the enumerated conditions?",
"options": [
"any_single",
"taken_as_a_whole"
],
"intended_reading": "taken_as_a_whole",
"intended_gloss": "materiality is assessed in the aggregate (mod... | [
{
"id": "MAC-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "MAC-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Seeded ambiguity: aggregation scope of a materiality qualifier. Aggregate materiality is modelled as 'at least two of the three enumerated changes' -- a modelling choice, stated here so it is auditable. |
CONT-A | Suspension of Advances | event_of_default | 151 | 7.5 Suspension of Advances. The Lender shall have no obligation to make any Advance if an Event of Default has occurred and is continuing or if a Default has occurred. | true | 1 | [
{
"axis_id": "default_state_reading",
"question": "Does a cured default still count as having 'occurred'?",
"options": [
"as_written_occurred",
"continuing_required"
],
"intended_reading": "continuing_required",
"intended_gloss": "the default must still be continuing",
"gold_... | [
{
"id": "CONT-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "CONT-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Seeded ambiguity: occurred vs occurred-and-continuing. |
BK-B | Bankruptcy | event_of_default | 152 | 7.6 Bankruptcy. It shall be an Event of Default if the Borrower commences a voluntary case under any Debtor Relief Law. | false | 0 | [] | [
{
"id": "BK-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "BK-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Control: a single unqualified boolean trigger. |
AR-A | Eligible Receivable | collateral_eligibility | 203 | 8.1 Eligible Receivable. "Eligible Receivable" means a Receivable that is not past due more than 90 days, that is owed by an Obligor whose Receivables do not exceed 20% of all Receivables, and/or that is supported by a letter of credit. | true | 3 | [
{
"axis_id": "andor_reading",
"question": "Is 'and/or' read as requiring both limbs or as either limb sufficing?",
"options": [
"conjunctive",
"disjunctive"
],
"intended_reading": "disjunctive",
"intended_gloss": "either limb suffices / only one adjustment is taken",
"gold_sp... | [
{
"id": "AR-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "AR-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Seeded ambiguity: three independent axes in one definition -- the case that makes span-level localization worth having. |
AR-B | Eligible Receivable (Alternative Formulation) | collateral_eligibility | 204 | 8.2 Eligible Receivable (Alternative Formulation). "Eligible Receivable" means a Receivable that satisfies each of the following conditions: (a) it is not more than 90 days past its stated due date; and (b) the aggregate Receivables owed by the applicable Obligor together with its Affiliates do not exceed 20% of all Re... | false | 0 | [] | [
{
"id": "AR-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "AR-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Control: conditions enumerated, aging reference stated, affiliates combined expressly, letter-of-credit carve-out scoped to condition (b). |
RATING-A | Eligible Investment | collateral_eligibility | 205 | 8.3 Eligible Investment. "Eligible Investment" means an obligation rated at least BBB- by S&P and Baa3 by Moody's. | true | 1 | [
{
"axis_id": "rating_conjunction",
"question": "Must both rating tests be met, or does either suffice?",
"options": [
"both_required",
"either_suffices"
],
"intended_reading": "both_required",
"intended_gloss": "both agencies' minimum ratings are required",
"gold_spans": [
... | [
{
"id": "RATING-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "RATING-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Seeded ambiguity: conjunction in a two-agency rating test. |
RATING-B | Eligible Investment (Alternative Formulation) | collateral_eligibility | 206 | 8.4 Eligible Investment (Alternative Formulation). "Eligible Investment" means an obligation that satisfies both of the following: (a) it is rated at least BBB- by S&P; and (b) it is rated at least Baa3 by Moody's. | false | 0 | [] | [
{
"id": "RATING-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "RATING-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Control: 'both of the following' pins the conjunction. |
WF-A | Priority of Payments | payment_waterfall | 241 | 9.1 Priority of Payments. On each Payment Date, Available Funds shall be applied in the following order of priority: first, to the payment of Administrative Fees, provided that such payment shall not exceed $3,000,000; second, to the payment of interest and principal on the Senior Notes; third, to the payment of intere... | true | 2 | [
{
"axis_id": "tier_allocation",
"question": "How is a waterfall tier that lists two items internally allocated?",
"options": [
"sequential",
"pro_rata_of_remaining",
"pro_rata_of_available_funds"
],
"intended_reading": "sequential",
"intended_gloss": "in the order listed, i... | [
{
"id": "WF-A.nonneg",
"kind": "nonneg",
"statement": "The amount of principal paid on the Senior Notes is never negative."
},
{
"id": "WF-A.no_over_distribution",
"kind": "le",
"statement": "Total amounts distributed never exceed Available Funds."
},
{
"id": "WF-A.within_due",
... | Seeded ambiguity: within-tier allocation and cap basis. One admissible reading of 'Available Funds' at the second tier over-distributes, which is the rare case a downstream property check does catch. |
WF-B | Priority of Payments (Alternative Formulation) | payment_waterfall | 242 | 9.2 Priority of Payments (Alternative Formulation). On each Payment Date, Available Funds shall be applied in the following order of priority: first, to the payment of Administrative Fees, provided that the amount paid under this clause on any single Payment Date shall not exceed $3,000,000; second, to the payment of i... | false | 0 | [] | [
{
"id": "WF-B.nonneg",
"kind": "nonneg",
"statement": "The amount of principal paid on the Senior Notes is never negative."
},
{
"id": "WF-B.no_over_distribution",
"kind": "le",
"statement": "Total amounts distributed never exceed Available Funds."
},
{
"id": "WF-B.within_due",
... | Control: every tier separated, cap scoped per Payment Date, each tier expressly funded from the remainder. |
CSA-DEL-A | Delivery Amount | credit_support | 268 | 10.1 Delivery Amount. The Delivery Amount for any Valuation Date means the amount by which the Credit Support Amount exceeds the Value of the Posted Credit Support, where the Credit Support Amount means the Secured Party's Exposure plus the Independent Amount minus the Threshold, subject to the Minimum Transfer Amount. | true | 2 | [
{
"axis_id": "independent_amount_treatment",
"question": "Does the Independent Amount increase the requirement or the collateral held?",
"options": [
"added_to_exposure",
"netted_against_posted"
],
"intended_reading": "added_to_exposure",
"intended_gloss": "added to Exposure when... | [
{
"id": "CSA-DEL-A.nonneg",
"kind": "nonneg",
"statement": "The Delivery Amount is never negative."
}
] | Seeded ambiguity: Independent Amount treatment and MTA semantics. |
CSA-RET-A | Return Amount | credit_support | 269 | 10.2 Return Amount. The Return Amount for any Valuation Date means the amount by which the Value of the Posted Credit Support exceeds the sum of the Secured Party's Exposure and the Independent Amount minus the Threshold, less any amounts previously demanded but not yet transferred. | true | 1 | [
{
"axis_id": "pending_deduction",
"question": "Is the pending-demand deduction floored at zero?",
"options": [
"deduct_unconditionally",
"deduct_then_floor"
],
"intended_reading": "deduct_then_floor",
"intended_gloss": "deducted, then floored at zero",
"gold_spans": [
{... | [
{
"id": "CSA-RET-A.nonneg",
"kind": "nonneg",
"statement": "The Return Amount is never negative."
}
] | Seeded ambiguity whose literal reading violates a downstream property -- the control case showing what condition (B) can catch. |
CSA-DEL-B | Delivery Amount (Alternative Formulation) | credit_support | 270 | 10.3 Delivery Amount (Alternative Formulation). The Delivery Amount for any Valuation Date means the greater of zero and the amount by which (a) the sum of the Secured Party's Exposure and the Independent Amount, minus the Threshold, exceeds (b) the Value of the Posted Credit Support; provided that the Delivery Amount ... | false | 0 | [] | [
{
"id": "CSA-DEL-B.nonneg",
"kind": "nonneg",
"statement": "The Delivery Amount is never negative."
}
] | Control: IA placed expressly inside limb (a), MTA behaviour spelled out, zero floor stated. |
PREPAY-A | Mandatory Prepayment | mandatory_prepayment | 131 | 11.1 Mandatory Prepayment. Within 180 days after the receipt by the Borrower of the proceeds of any Asset Sale, the Borrower shall prepay the Loans in an amount equal to 100% of such proceeds, less any amounts reinvested in the business during such period. | true | 2 | [
{
"axis_id": "proceeds_basis",
"question": "Are 'proceeds' gross or net of costs and taxes?",
"options": [
"gross",
"net_of_costs_and_taxes"
],
"intended_reading": "net_of_costs_and_taxes",
"intended_gloss": "proceeds net of transaction costs and taxes",
"gold_spans": [
... | [
{
"id": "PREPAY-A.nonneg",
"kind": "nonneg",
"statement": "The required prepayment is never negative."
},
{
"id": "PREPAY-A.within_proceeds",
"kind": "le",
"statement": "The required prepayment never exceeds gross proceeds."
}
] | Seeded ambiguity: gross vs net, plus an anaphoric measurement period. |
RP-A | Restricted Payments | negative_covenant | 136 | 11.2 Restricted Payments. The Borrower shall not make any Restricted Payment if, after giving effect thereto, the aggregate amount of all Restricted Payments would exceed $15,000,000. | true | 1 | [
{
"axis_id": "basket_accumulation",
"question": "Does the basket accumulate annually or since the Closing Date?",
"options": [
"since_closing_date",
"current_fiscal_year"
],
"intended_reading": "since_closing_date",
"intended_gloss": "all payments since the Closing Date",
"go... | [
{
"id": "RP-A.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "RP-A.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
},
{
"id... | Seeded ambiguity: basket accumulation window. |
BB-B | Borrowing Base | borrowing_base | 104 | 11.3 Borrowing Base. The Borrowing Base means, as of the last day of the most recently ended calendar month, the sum of (a) 85% of Eligible Receivables and (b) 50% of Eligible Inventory. | false | 0 | [] | [
{
"id": "BB-B.nonneg",
"kind": "nonneg",
"statement": "The Borrowing Base is never negative."
}
] | Control: advance rates, components and measurement date all stated. |
PAY-B | Payment Mechanics | mechanics | 98 | 11.4 Payment Mechanics. All payments shall be made in Dollars in immediately available funds not later than 2:00 p.m. New York City time on the date due, and any payment received after 2:00 p.m. New York City time shall be deemed received on the next Business Day. | false | 0 | [] | [
{
"id": "PAY-B.non_vacuous",
"kind": "satisfiable",
"statement": "The clause predicate is satisfiable: some fact pattern satisfies it."
},
{
"id": "PAY-B.non_trivial",
"kind": "falsifiable",
"statement": "The clause predicate is falsifiable: some fact pattern violates it."
}
] | Control: an explicit cut-off time with an explicit consequence. |
INT-B | Interest Computation | mechanics | 99 | 11.5 Interest Computation. Interest shall accrue on the principal amount outstanding at the applicable rate and shall be computed on the basis of a year of 360 days and the actual number of days elapsed. | false | 0 | [] | [
{
"id": "INT-B.nonneg",
"kind": "nonneg",
"statement": "Accrued interest is never negative."
}
] | Control: day-count basis and accrual base both stated. |
Dissent — synthetic financial clauses with seeded formalization ambiguity
Every clause in this dataset is synthetic. No real contract, client document or third-party text was used, quoted or paraphrased. The language follows standard market forms of drafting so that it is representative of the constructions that cause real formalization disputes.
What this is for
Autoformalization research is crowded at the producing end and empty at the checking end. This dataset supports the checking end: 15 clauses carry a deliberately seeded ambiguity — an axis the text leaves open, annotated with the phrase responsible, the reading the drafter intended, and a fact pattern that separates the readings — and 13 are drafted to be watertight controls, so that false-positive rate is measurable and not just detection rate.
Seeded ambiguity types include: and/or attachment, scope of trailing exclusions and provisos,
unstated measurement periods, quarter-end versus at-any-time measurement, calendar versus
business day counts and inclusive/exclusive boundaries, what an undefined ratio denominator
contains, per-item versus aggregate tests, concentration and aging reference points,
within-tier allocation in a payment waterfall, and credit-support (CSA) delivery/return
mechanics.
Configurations
| config | rows | what it holds |
|---|---|---|
clauses |
28 | clause text plus the evaluation answer key (seeded axis, gold span, intended reading, distinguishing fact pattern) |
formalizations |
140 | every independent formalization, with stance, executable DSL, decision log and SMT-LIB |
disagreements |
28 | per-clause outcome: status, distinct readings, minimized witness, implicated phrases |
Reference results
Produced by Dissent v0.1.0 with N=5 independent formalizations. Try it interactively in the Space:
| measure | value |
|---|---|
| seeded-ambiguity detection rate | 100.0% (95% CI 79.6-100.0%, n=15) |
| false-positive rate on watertight clauses | 0.0% (95% CI 0.0-22.8%, n=13) |
| disputed phrase in the top-1 span | 93.3% (95% CI 70.2-98.8%, n=15) |
| disputed phrase in the top-3 spans | 100.0% (95% CI 79.6-100.0%, n=15) |
| clauses machine-confirmed consistent | 13 of 28 |
| mean deviating variables per counterexample | see the disagreements config |
How to use it
from datasets import load_dataset
clauses = load_dataset("NagaYu/dissent-synthetic-clause-ambiguity", "clauses", split="train")
ambiguous = clauses.filter(lambda r: r["is_ambiguous"])
print(ambiguous[0]["seeded_axes"][0]["question"])
To score a method of your own: flag clauses, and compare against is_ambiguous for detection
and false-positive rates, and against seeded_axes[*].gold_spans for localization. A method
that flags everything scores 100% detection and 100% false positives; both numbers have to be
reported together.
The shared data dictionary
Formalizations are written against one shared vocabulary of 65 variables (a firm's reporting schema, in effect), so that disagreement between two formalizations is a statement about the clause rather than a naming clash. Machine claims are made under an explicit background theory; its assumptions are:
- Trailing-twelve-month EBITDA is at least the current quarter's EBITDA (equivalently: the prior three quarters do not sum to a loss).
- Trailing-twelve-month Interest Expense is at least the current quarter's.
- EBITDA is positive; clauses are not evaluated on negative-EBITDA quarters, where a ratio covenant is conventionally treated as breached outright.
- Debt Service for the trailing twelve months is positive.
- Debt Service for the fiscal quarter is positive.
- Quarterly scheduled principal is part of the trailing-twelve-month figure.
- Days since the due date never exceed days since the invoice date.
- Stated payment terms are at most 90 days.
- A single Obligor's share of Receivables is at most that of the Obligor together with its Affiliates.
- Business days elapsed never exceed calendar days elapsed.
- Within a two-week window, calendar days exceed business days by at most 4.
- An Event of Default can only be cured if it occurred.
- A Default can only be cured if it occurred.
- The largest single unpaid amount is at most the aggregate unpaid amount.
- Asset Sale costs and taxes do not exceed gross proceeds.
- Amounts reinvested within a later-starting window are a subset of the earlier one.
- Reinvested amounts do not exceed the proceeds received.
- Restricted Payments this year are part of Restricted Payments since closing.
- Some amount is due on the Senior Notes on a Payment Date, so a pro rata allocation is well defined.
- Administrative Fees already paid have never exceeded the cumulative cap.
Limitations
- Synthetic by construction. Detection and false-positive rates measured here describe behaviour on this corpus and are not a guarantee on any real document.
- The corpus is deliberately about half seeded-ambiguous so both rates are measurable. That is not an estimate of ambiguity prevalence in real agreements.
- Non-computational obligations (notice mechanics, governing law, consent rights) are out of scope.
- Clause "pages" describe a notional 312-page agreement and exist to make triage numbers concrete.
Disclaimer
Dissent is a research prototype. It does not give legal advice and it does not certify that any clause has been interpreted correctly. Its only output about a clause is either "independent formalizations of this clause disagree, here is where and here is a fact pattern that separates them" or "independent formalizations of this clause were proved to agree under the assumptions listed in this report". Neither statement is a legal conclusion. All contract text used in development is synthetic.
Citation
@software{dissent_0_1_0,
title = {Dissent: finding formalization errors by searching for disagreement},
year = {2026},
note = {Research prototype. Synthetic contract clauses only. Not legal advice.},
version = {0.1.0}
}
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