There Has to Be a Better Way…
Preparing and reviewing contracts is no easy task, especially when you take into consideration the fact that they often exceed 200 pages in length, and often 30-40 of those pages comprise the glossary alone. Traditionally, drafting lawyers have had teams to assist them in the mundane manual review of these documents, but times have changed. Today, firms expect the lawyer responsible for drafting a contract to do most of the reviewing as well. There has to be a better way, right?
The Story Behind Litéra LexPro®
A lawyer practicing in a top-tier Australian Law firm asked himself the same question. Frustrated with the tedious way in which defined terms and cross-references work in legal documents, he thought there must be a program out there capable of streamlining and speeding up the inefficient and mundane aspects of the drafting and reviewing process. When you are required to regularly work very long hours to master complex commercial contracts, it’s safe to assume you’d be on the lookout for a faster and easier way. The problem in this case, however, was that nothing existed in the marketplace that was able to meet the demand.
Chris Dalton, the aforementioned lawyer, relates his story, “I looked for what was out there for some time, and I simply couldn’t find anything. I started putting the feelers out as to what would be involved in developing the program I needed. After playing around with the idea with some of my own developers for a time, I got in touch with Litéra. Shortly thereafter, Litéra LexPro® was born.”
Drafting Legal Documents in Half the Time
When drafting complex legal documents, a large portion consists of defined terms. These bespoke and contract specific defined terms often spell out operative provisions of an agreement in detail. Without the aid of a definitions review tool, continuously scrolling or referring back and forth between the glossary and the body of the document is necessary to comprehend the meaning of an agreement.
With Litéra LexPro® you can simply double-click a term and the definition appears. “This very innovative feature is especially useful when mapping out the commercial meaning of a particular defined term, the actual definition of which incorporates a number of other defined terms. The full meaning of each term used within that first term’s definition is literally at your fingertips, and you can quickly understand a clause which might have otherwise taken up to half an hour to fully comprehend,” commented Dalton.
When it comes to drafting, you can also edit the terms as you go without scrolling back and forth in the document. You can change a definition quickly at any time. “This kind of thing happens all the time in sophisticated commercial negotiations, particularly when there are substantive provisions contained in those defined terms,” said Dalton. “Often a lot of the crucial commercial information, such as the timing and mechanics around payment of the purchase price in a business or asset acquisition, is actually drafted into the definitions rather than elsewhere in the agreement. These kinds of details are often liable to change a number of times throughout the drafting process, and being able to effectively interact with defined terms in an intuitive way is a huge time saver.”
Dalton continued, “When drafting lawyers create a contract for a transaction which is similar to something they’ve done in the past, they will often draw from the architecture of a previous document to build the new one. There are, of course, names, concepts and defined terms that will change as they relate to the commercial circumstances in the new contract. Litéra LexPro® helps you run through this process a lot more quickly. You can immediately clean the document of irrelevant or unused terms, add new terms in a much more efficient way, and instantly check cross-references. There are times when it really does cut the time in half, and clients have been amazed by the speed transaction documents can be turned around.”
The Proofing Phase Simplified
The proofing component in Litéra LexPro® enables you to identify unused defined terms with a quick scan, and then sort the glossary into alphabetically order in seconds. This makes cleaning up and organizing the glossary section a simple and painless process. “Organizing 40 pages of defined terms is something that would take one to two hours at midnight for a lawyer in the process of finalizing an agreement. This makes life a lot easier for a lawyer in the final stages of drafting a contract,” Dalton commented.
On the other hand, Litéra LexPro® also identifies capitalized terms within the body of a document left undefined in the glossary section. Undefined terms bring ambiguity into a contract and this can have far reaching consequences. Ultimately, a court might be asked to interpret the meaning of an undefined term to make sense of the commercial agreement, potentially in a manner damaging to the drafting lawyer and their client. Because capitalized terms in legal contracts are taken to have a specific meaning distinct from their literal meaning, it is imperative to ensure they have a corresponding definition in the glossary of the contract.
“There have been a number of cases at Australian law where the court has been asked to interpret what a capitalized phrase means in circumstances where a corresponding definition has been absent in the document,” mentioned Dalton. “Aside from being a hallmark of very poor drafting, undefined terms throw an agreement into uncertain territory. Litéra LexPro® brings every undefined term to the attention of the drafting lawyer when they are reviewing the document.”
Dalton continued, “I’ve run this program on numerous documents on a day to day basis, from basic commercial and financial agreements to very complex international oil and gas operating agreements. In every instance, there have been errors with defined term and cross-referencing conventions. When run on execution form documents, the program found terms that were never defined and terms that were defined but never used. You don’t know when a risk will become a problem, but in many finished contracts, the risk is there. I’m confident that there are many executed and operational documents out there with similar errors. With Litéra LexPro® these errors are very quickly and easily avoided.”
Advanced Cross-reference Checking
Cross-reference checking is another aspect of the proofing component in Litéra LexPro® that is seeing a lot of improvement. Our development team has advanced the ability to identify where there are unlinked references to clauses. Litéra LexPro® can also identify an error that occurs in large documents where a clause that is supposed to link to one section of the document actually links to an unrelated part of the document.
“The mundane aspects of reviewing that would normally take an hour take about five minutes. When you have to review an entire document, going backwards and forwards through the glossary and checking off every use of every defined term and linking them back to the Definitions is no easy task. This tool does most of that work for you, and saves you hours of time,” Dalton concluded.
What’s New in the Latest Update?
Many of the new features in Litéra LexPro® have been added as the direct result of feedback from clients using the tool. For example, one of our clients in the UK brought to our attention some specific formatting practices that the tool needed to be able to recognize, such as placing defined terms in table format. The four major features in the latest update are as follows:
- Mark multiple or non-continuous defined terms sections
- Add related document from iManage
- Defined terms and cross-references reporting
- Navigate to/from cross-reference targets
Marking Multiple or Non-continuous Defined Terms Sections
A legal document may have multiple sections of defined terms. Situations like this occur when you blend two documents together and both have their own section of defined terms. This feature enables you to mark those sections independently. Litéra LexPro® will then detect terms from each section used throughout the document.
Adding Related Documents from iManage
This feature enables you to add a related document into the agreement you are in the process of drafting. You can then mark terms from both documents and run through the review process as if the documents were one.
Defined Term and Cross-reference Reporting
When you finish defining terms in a contract and prompt Litéra LexPro® to recognize those terms throughout the document, the program will generate a detailed report in a review pane showing every term in the document and how each term is used. Now you can simply click on the printer icon and automatically open a separate Word document of that detailed report.
Navigating to/from Cross-reference Targets
Once Litéra LexPro® has finished scanning your document for cross-references, you can navigate to any cross-reference simply by clicking it within the review pane. Alternatively, if you are in the middle of reviewing a document, you can double-click a cross-reference directly and it will open a separate window to show you the cross-reference and allow you to edit if needed.
The Better Way
Chris Dalton did not give up on his dream to find a better way to draft and review legal documents. When he couldn’t find one on his own, he sought out solution engineers to help him bring his vision into reality. He partnered with an organization of individuals who understand the working lives of lawyers and supply them with the solutions they need to get the job done quickly with confidence. Litéra LexPro® is the better way for drafting lawyers to work, and with a team like Litéra at the helm, it’s only going to get better from here.
Staff Writer – Litéra