Year: 2005

The goal in document assembly is to “model” the transaction.  A Canadian attorney once explained to me, we don’t have forms and templates, we have document models, which contains structures and details.  Viewed from this perspective, the goal in template development is to build a better model of the ultimate transaction. The result is that negotiations are quicker, and more focused on concepts as opposed to crafty language.

A few years ago, I spoke to a Canadian attorney about my business … building expert systems and automated templates. After several fruitless attempts to make my self understood (templates, document assembly, form building), his face lit up with a smile … Yes, he said, you mean “document modelling”.  That what we call it up here.

Relieved that I had finally made myself understoods, I stopped to ponder the meaning of the word, “document modelling”.  It actually makes more sense.  Document assembly connote an “assembly line” at a factory where unskilled or semi-skilled labors trained in very narrow tasks, combine in a work flow process to produce a complex product, the design of which would be well beyond their individual capabilities, absent the “assembly” process.

Many lawyers, looking at document assembly software shrug their shoulders and grunt: “that’s paralegal work, why should I get involved.  If the paralegal or junior attorney has to work harder, all the more profits for me.  Sure, I will spend some money, getting them more productive, but it really isn’t worth my attention or time to expend much throught on it.

A Paradigm Shift

When you change the term to document modelling, the image of a meterioroligist or a seismologist comes to mind, carefully looking at the patterns of minute details, case studies, history, forces of nature and on that basis building a model into which data can be fed that will predict the next hurricane or earthquake.  An activity of that sore is worth the attention of a real specialist, one with great knowledge.  One doesn’t want a hack doing the weather prediction when one needs to plan a 200 person reception in the great outdoor.

Document modelling is what a good document assembly expert does; he or she looks at the documents, the patterns of variations, and extrapolates what would happen if …. The model and the options are built in anticipation of a specialist providing real data from which to then create a document.

Effect on Negotiations

One of the inherent weaknesses of document assembly tools is the ability to deal with “post assembly” revisions to the transactional document.  You can’t have your cake (of automation) and eat it to (be able to edit and reassemble).  This weakness, however, is a hidden strength in that the efficient use of a document assembly is to create a “best first draft” … A best first draft is define is a document that represents the understanding of all the parties, and not just the starting position of one of the parties.

The effect is that it forces negotiations to focus on “terms” and concepts, and not on “words”.  What is the structure that is acceptable to the parties; where does the risk lie; what is the reward; how is the revenue shared.  All of these are concepts that can be reduced to rules, facilitating a reassembly.  The better and more sophisticated the model, then the better the document.

A Side Effect

New Yorkers are known for “take no prisoners” negotiation style.  Despite years of “getting to yes” and the “art of negotiation” you still find people whose approach is screw first, and then back off.  These negotiations can be very wasteful.  Except in major contracts, the result is a major capital cost on the transaction that has no upside.

With document modelling, you can take the approach of a “First Best Offer”.  You start out in the middle because the drafting is designed to reflect what is fair in light of the business deal.  The document model tracks the term sheet, rather than the ideas of an attorney (not party to the initial negotiations) coming up with a model.

Document assembly projects are subject to the 80/20 rule … the final 20% takes 80% of the time.  And for that reason, many projects don’t get perfected.  When a system is for internal use, the benefits of automation are good enough; but when turned into an saleable application, or a client-focused application, much more is required.  This blog focuses on techniques for working with the template to reduce the time to get from 80 to 100%.

The 80/20 Rule

It is said on any software project (make that any projects), that the first 80% of the work, takes 20% of the time, and the final 20% of the work, takes 80% of the time.  Thus, the bulk of a project will be complete, but the finishing works takes four times as long. The result is that many projects get started, but few get truly finished.

Good ‘Nuff Document Assembly

Most document assembly systems are for internal use.  In the hands of a capable HotDocs or GhostFill programmer, the time it takes to draft a complex lease or prepare a credit agreement can be dropped from 10-20 hours down to a 15-30 minute interview.  That still leaves several hours that can be spent “cleaning up” the document formatting and fixing the detritus left by unanswered variables or poor coding.  Such systems will give you a healthy profit, and a high ROI.

Such systems are generally designed to enhance the legal business of the “author” of the system.  Often the questions only make complete sense to the author who created the system or a trusted assistant.  The ROI is limited to enhancing a particular practice.  When asked whether a “client” could use the system is published to a secure web server, the invariable response is “no” … too complication and the product is NOT FINAL.

Client-Facing Systems and Commercial Applications

When building a system that a “client” will see, the ball is in a different court.  You are off the stick-ball court and into the stadium where the expectations are much higher.  On the interview level, there is an expectation that the questions will be clear, relevant, and not contain any typos. See my article on Polish elsewhere in this blog.

Moreover, when the document comes out, it will not come out as a Microsoft Word document that is editable; it will come out as a PDF document that is printable.  There will be no opportunity to fill in the blanks left unanswered, fix up the formatting, remove the extra carriage returns, and fix the typos.

Rule 1: Build a Style Sheet

If you hope to cut down the time it takes to acheive the final 20%, you need to think through all the stumbling blocks that take up time (proofing, correcting, testing etc) and systematize them.  One of the biggest time savers is a Word Style Template … this is a word document that contains sample text formats for each way you intend to format document.

The style sheet contains a named paragraph style that exactly matches the format you are seeking in the final document.  To make this tool even more effective, you can assign hot-keys to the most commonly used styles.  To change the style of text in a document you can then either apply a different style, or open the style editor in Word and change the style’s attributes.

Rule 2: No Duplicate Carriage Returns

Once enforced, this convention will save hours of reformatting, because it will FORCE you to define word paragraph styles for every possible formatting convention.  Once defined, you can then make quick global changes throughout all the templates, rather than having to spot check every single document for spacing issues.

Rule 3:  Spacing Convention following CONDITIONS

The implementation of this convention regarding spacing following a conditional rule will differ depending on the document assembly program you us.

• In HotDocs you should put IF/END IF and REPEAT/END REPEATS that span a whole paragraph or multiple paragraph on a separate line from the text of the paragraph.  Inside a paragraph, there should be NO SPACE if the text int the clause could begin the initial sentence of the paragraph.  If, however, it is internal to the paragraph, you should provide a singe (or in the case of a sentence) a double space immediately following the expression.
• In GhostFill a KeepBlock or DeleteBlock should begin inside the paragraph to be kept with the EndBlock on the line immediately following the conditioned paragraph.  If you wish to have the rule outside the paragraph, use a Shreek “|” followed by a carriage return, with the closing brace at the very start of the conditioned paragraph.  The rules for clauses inside the paragraph are the same as for HotDocs.
• In DealBuilder the conditional braces must start inside the conditioned paragraph and close at the very end of the conditioned paragraph.  By using usage computations (that are defined elsewhere) or VMM numbered notation, you can keep the code readable.  Internal to the paragraph, the same spacing conventions apply.

Rule 4: Normal is NOT your Base

In building a style sheet in word, take advantage of word’s cascading style sheet, that lets you build a style from a base and variations on that base.  In doing so, make sure that the base style is NOT based on Normal.  If you don’t, depending on the user’s machine, you may find your documents coming out in the wrong font, with the wrong text size … unintended consequences that are beyond your control.

Rule 5: Beta Test

Get someone else to do assemblies … maybe even some who doesn’t know your area of practice.  The questions need to make sense.  You will find them doing “illogical” things that will throw off errors in the text that you need to trap for.  These are either errors in conditioning variables on the dialog, or errors in the conditioning of text in the template.  Read the resulting document.  Use Word’s comment capability to have the user add comments “in situ” … and then you Review Comments to slog through them.  Be sure to have the beta tester SEND you their answer file (in the case of HotDocs, GhostFill or DealBuilder) or in the case of DealBuilder, in transaction mode, have them tell you the name of their answer file.

CONCLUDING THOUGHTS

These rules may seem minor in the greater scheme of things, but when the goal is 100%, every bit of planning can help.  We have found that the time spent on these matters has allows us to bring systems to 100% in less time.

Is it the process or the document that comes first?  Does the user view the world as a series of data, with document as the outputs; or a series of documents, with data as the inputs.  These views govern how you will design a document assembly library.

Input Data ….
Output Documents …
Process or Form Library

These are the choices when building a document assembly library.  Most users view the world as a collection of forms.  Choose the right documents and fill them with the available data.  Push it through from lawyer to paralegal (or secretary) and then out to client or court house.  And yet, where you stand in the process is critical how you design the library.

Benefits of Process-Oriented Systems

A process-oriented system focuses on steps in a process, and constrains the users choices only to “relevant” information and documents.  The user at stage one, inputs client info, opens the “matter file” and sends out a “client engagement letter.” Once payment is received and further action is authorized, the process requires gathing facts on potential defendants, third parties, and their related representatives.  Then as the litigation proceeds, there are options as to how that litigation branches.  An internal party list keeps track of who was served with what documents and when.  Another data table stores information about each defendant.  And yet another table stores data about the claims and their elements.

Such as systematic approach allows for a high volume litigation process … not high volume in terms of hundreds of hours plodding through documents and depositions, but high throughput in ability to cost-effectively process claims and get out the necessary court papers to keep the action alive and bring it to resolution.  It allows this work to be done by “paralegals” and “legal secretaries” under the supervision of a junior attorney.  The constraints built into the process system, reduce the level of supervision to managing the “stage of the litigation” and “court appearances” rather than overseen the choice of document forms and the quality of the data input.

Benefits of Document Library Systems

The typical “forms library” is usually a book or an electronic book with a table of contents.  From this library, it is up to the user to (1) select the appropriate form, and (2) fill it.  There is no constraint on the appropriateness of the form; it is the selector’s judgment.  In filling the form, a good document assembly system (HotDocs, GhostFill, DealBuilder) will allow you to use “answers” given in prior document assembly sessions to fill out the current form, and then prompt you for missing data.

The “libraries” are exactly that; places to browse in the hope you can find the right bucket.  In many “off the shell systems” is is serendipity whether you will actually get data used for one form to pre-populate a second form.  These published systems have inconsistencies in their underlying code so that the “promise” is not delivered.

Conclusions on Process vs. Library

If the practice is “diverse” enough, what you may need is in fact a “library”.  The library will give you a modest increase in efficiency, but will require a much greater degree of senior attorney supervision and judgment.  If the practice is essentially a solo practitioner (without secretary), these open systems with hundreds of forms make sense.

However, the more complete process oriented systems are better suited for high-production law departments.  They require an investment of time and training.  But the productivity rewards put a law firm in a substantially greater competitive position.  They are systems that give a full ROI in the first month or two, and then become profit centers.

Part of a continuing series on applications of Document Assembly at a Wall Street law firm.  This blogs deals with the application of document assembly to a practice specializing in Asset Securitization.

A corporate legal department may, from time to time, have clients who need to take “debts and obligations owed to them” or “accounts receivables” and securitize them, turn them into assets on their balance books, by selling off the obligations or receivables … turn those “future revenue” into present revenue.

The elements of such a package may include a loan agreement, an origination agreement, securitization agreement, trust agreement and verification agreement.  While the transactions can be quite complex and the assets diverse, there are certain regularities in these instruments that will lend themselves to automation.

For example, each state has required language for loans, certain proforma’s require to make the loan valid and collectible.  The terms of the loan, payment rates, early payment provisions and the like will be standard in their structure, while varying in the specifics.  The schedule of assets being transferred will have a description, a volume/amount, a value (fixed or estimated), and particular restrictions. These schedules can be built automatically, incorporated into the document and totaled using document assembly.

In connection with each asset, notices may need to be sent out to the original debtors as to a change of control of the obligation.  These can be automatically (and accurately) generated from a data source.  A mass mail of certificates and notices can be generated using the same data used for the schedules.  The overall time savings can allow a firm to very profitably value bill from these transactions.

TABLE KEY:
Value measures the value of the document in terms of potential markup based on time to do the document without automation. High would be over five thousand per document; moderate would be over a thousand; low would be in the hundreds per document.
Volume is the likely volume in a given year. Low would be once a month; Moderate would be once a week, High would be daily or more frequent.
Investment is the amounts of time it would take to automate the document to 90% effectiveness. High would be over 250 hours. Moderate would be over 50 hours. Low would be anywhere from an hour up to 50 hours.
Document Type is the name or category of documents that to be automated

This Blog addresses the use of document assembly in the Corporate Law Department of a large firm.  It explore the type of documents in such a department that might be amenable to automation.

The chart below shows a range of documents that form the bread an butter of a corporate law department providing general business and transactional advice. Each of the documents below can involve anywhere from 10 to 100 hours to draft. Once automated, a solid high-quality first draft of these same documents can be produced in less than 30 minutes, dramatically increasing the firm’s competitive edge and opening the possibility of substantial profits from value billing.

TABLE KEY:
Value measures the value of the document in terms of potential markup based on time to do the document without automation. High would be over five thousand per document; moderate would be over a thousand; low would be in the hundreds per document.
Volume is the likely volume in a given year. Low would be once a month; Moderate would be once a week, High would be daily or more frequent.
Investment is the amounts of time it would take to automate the document to 90% effectiveness. High would be over 250 hours. Moderate would be over 50 hours. Low would be anywhere from an hour up to 50 hours.
Document Type is the name or category of documents that to be automated