Seth G. Rowland
You’ve decided it’s time to stop reinventing the wheel. It’s time to streamline your practice with a well-designed document assembly system. You want to get it done ASAP. But wait—don’t touch that template yet! Leveraging your best practices through document automation requires advance planning. You need a road map.
Document assembly vendors promise that their software will lead to vast improvements in the quality, consistency, speed, volume and profit-enhancing powers of your firm’s work product. Are these folks selling snake oil? No ... and yes. You can achieve remarkable, tangible benefits by implementing a document assembly system. The catch is that the templates must be properly planned and designed before you ever touch that system. Otherwise, it may take hundreds of hours of valuable lawyer time to produce only mediocre results with your expensive software. Or, worse, you may end up with a tangle of codes that simply don’t work at all.
How can you avoid wasting time and money and, instead, achieve the best benefits from your investment? Here are five steps you need to take in advance of automation coding.
Step 1: Gathering— Selecting and Collecting Your Forms
First, choose the type of documents you want to automate. The goal is to maximize your return on your valuable lawyer time. To that end, a rule of thumb is to select (1) high-volume documents or (2) high-profit-margin documents.
Gather as many precedents as you can for the selected document types. The more the merrier. Include model forms from your current forms library and actual client documents. The latter are particularly important in building an expert drafting system that truly addresses users’ needs.
Client documents let you evaluate the quality of your existing model forms and help you identify alternative text and structures for the templates you’ll be building. Most model forms are too simplistic and dated. Only by looking at actual client documents can you see patterns emerge, such as repeated revisions to boilerplate language, client-specific requirements, regional variations, lawyer-specific styles or variations related to entity type.
Do not assume that all variations are correct, however, or that each should be included in the final template. Lawyers make mistakes. Moreover, a concession made in one transaction may simply be inappropriate for use in a template.
Step 2: Consolidation—Creating a Master Form
Take all the precedents you’ve pulled together and review them in depth, focusing on their format, not their content. You need to make preliminary decisions about desired numbering schemes and formatting, such as fonts, paragraph styles and indentations. Which ones work best for your practice needs? Also, which of your precedents, if any, most closely represent what you’d ultimately like to see in the output from your document assembly system?
Once you’ve made formatting decisions, it’s time to create a framework, or master form, for the document type. Begin by gathering all the section and paragraph headings found in the precedents to create what is, in essence, an outline. You can even use your word processor’s outline features. You might also put in multiple levels of descriptive headings. Many of these will be omitted from the final document, but in drafting, they can serve to help organize alternative text by subject.
Next, you need to populate the text of the master form with language from your precedent documents. Copy entire paragraphs and place them in the appropriate section of the master form. Label each insertion with the source document name and the section of the source document from which the language comes. This is particularly important when there are lots of internal cross-references. You’ll be able to determine what section a reference originally pointed to by returning to the source document.
Expect to find duplicate language, and text with only slight variations, among the paragraphs you copy into your master form. At this point, just be sure that you label them correctly. Don’t try to figure out the reasons for the variations until you’ve finished consolidating several documents.
Also, be aware that some documents, over time, may have evolved in different directions, depending on the idiosyncrasies of the lawyers handling the matters. Unrelated clauses may have been grouped together in your precedents, possibly in mislabeled sections. You’ll often have to break a section into its component parts and consolidate them in different parts of your master form.
Step 3: Analysis—Identifying Variable and Optional Text
Now comes the thinking part. For each topic in your master form, you must decide which text is standard and which is optional. Look at patterns in the consolidated clauses. The more occurrences of a particular wording, the more likely it is that language should be standard. Patterns in optional text should also emerge. Judicious use of document compare routines in Word and WordPerfect will help here.
Once you fully understand which text is optional and which is standard, update the internal cross-references. Then remove your source labels.
Next, take the standard and optional text and determine your variables. Replace existing variable text with preliminary variables, giving each a sufficiently descriptive name and setting it off in brackets or chevrons. But don’t fire up your document assembly software and start inputting coded variables. Rather, keep a list of all variables in a separate file, either in a spreadsheet or a word processing table. Include the following in the list:
• The name of the variable exactly as it’s used in the document
• A brief description of the variable
• The prompt you will use for the variable
• Additional help text
• The type of variable
Variable types can be categorized as text, numbers or dates. They can also be true/false, computations or multiple choice. You may want to specify any multiple-choice options in a separate column. You can also add a topic column to assist you in later grouping these variables in dialogs.
In addition, you need to designate a beginning and an end for each string of optional text. You could use detailed coding like: ......... optional text . However, square brackets and footnotes are the simplest methods. Footnotes should specify the conditions under which the text should be included. These conditions could be (1) if the answer to a true/false variable is true (or false) and (2) if the answer to a multiple-choice variable is of a certain value. But don’t worry about the syntax in the footnote. If the condition for inclusion is a hybrid, just type in what you’re thinking in general terms.
Keep track of these rules in the same table or spreadsheet that lists your variables. For repeat conditions, you can assign a number to each rule, so you can refer to that number instead of typing in the whole condition in future.
Step 4: Planning—Building a Road Map
Next, take a fresh look at the table or spreadsheet with your variables list. Based on the patterns therein, you’ll see ways to group variables by topic. There may be certain questions that are dependent on others and, therefore, need to be nested. You may also find that you need to revise your naming scheme for the variables.
Add a new column to your variables list. This column will hold the actual variable names that will be used in the document assembly program. The details of naming schemes are fodder for a separate essay. But this is a key point: Names should be sufficiently descriptive to be readable without being overly long. Also, since most document assembly programs organize lists of variables alphabetically, consider using prefixes as part of your scheme to organize related variables together.
Now, create a road map for the document assembly questions. Come up with dialog titles. Then group the variables under the appropriate dialogs. Treat this document as equivalent to an answer summary or an intake sheet. When placing the variables in each dialog, also put in the prompt for that variable as a question, such as, for example, Enter Name of Lender? ........ where the first phrase is the prompt and the second phrase is the name of the variable.
Just like document text, the dialogs, and even the variables, can be conditional. Consequently, you’ll again need to use square brackets and footnotes to designate optional menus and optional variables. Go back and forth to the master form to determine which variables occur only under certain circumstances and, therefore, should be nested. Use this review process to refine the prompts and variable names to better match the actual text.
Step 5: Document Preparation—Marking Up the Template
With the road map completed, go back into the document and, where applicable, revise it to incorporate your new variable names. Be thorough. You may, for example, find that in the master form you initially used three variable names to refer to what turns out to be a single variable. Or you may find that one variable can be computed based on prior answers to other variables.
Likewise, go back through your optional text and update your rules for the text’s inclusion and exclusion. In the footnote describing the condition, place the final names of the variables forming the condition. Use the names of true/false and multiple-choice variables from the completed road map.
Finally, look for special needs, including formatting requirements (unique date style, paragraph numbering and so on). Put in footnotes or annotations to guide the template developer in coding for those needs. This may also be the time to specify final document styles and change numbering schema, as needed.
Turn Up the Volume
Once you’ve finished these five steps, your template is ready for coding. Go ahead and send the master form and road map to your firm’s IT staff or technology consultant. Or perhaps you’re technologically savvy enough to do the coding yourself.
Regardless of who tackles the coding, they now have clear guidelines for building automated documents that really meet your practice needs. As a result, the speed, quality and consistency of your document drafting will tangibly improve. Your office will be able to handle a greater volume of work without adding employees. And, best of all, you will save lawyer time and increase your profit margin.
Seth G. Rowland (firstname.lastname@example.org) is a lawyer and CEO of Basha Systems, LLC, in Croton on Hudson, NY. His company builds document assembly and case management systems for law firms.