Computer Counselor - November 1998
Putting It All Together with Document Assembly ProgramsReinventing the wheel with each document is an avoidable waste of time
By Daryl Teshima
Daryl Teshima is editor-in-chief of Legal Assistant Today and Law Office Computing, technology magazines published by James Publishing. He can be reached at firstname.lastname@example.org.
Document assembly in most law firms recalls Johnny Carson's fruitcake theory. According to Johnny, only one fruitcake has ever been created. It just keeps getting passed around and around. Like that lone fruitcake, a new document typically arises out of a previously created model that resembles the document to be created. Rather than draft legal documents completely from scratch, attorneys edit older documents to conform to the matter at hand. The bulk of the editing is shouldered by the word processor's search-and-replace command, which finds the prior client's information and replaces it with the current client's particulars. Clauses are cut and pasted from other documents in order to customize the model further. Unfortunately, this hit-or-miss approach can leave an unpleasant and bitter aftertaste. Due to the mix-and-match creation style, the entire document must be reviewed carefully to ensure consistency and accuracy. Failure to properly coordinate all ingredients can be catastrophic. If the attorney is lucky, mistakes will merely be an embarrassment instead of outright malpractice.
A well-planned document assembly system can minimize these potential problems. These systems can generate any document that a law firm produces, from a simple retainer letter to a complex series of municipal bond closing documents. Employed properly, the system will standardize and streamline a firm's document creation process. Document assembly systems also can affect a firm's bottom line by significantly reducing drafting time. In fact, some attorneys argue that a firmwide document assembly system actually has a negative effect on profits because it reduces billable hours for individual transactions.
In the long run, however, this reduction can work to a firm's advantage. Efficient document drafting means the firm can handle more matters at more competitive rates, which can solidify relationships with existing clients as well as attract new ones. A document assembly system also gives a firm more latitude in billing. Value billing arrangements like budget caps and flat rates suddenly become feasible when the time it takes to draft a document is reduced and predictable. These advantages may justify the monetary and time investment that a good document assembly system requires.
The key ingredient for a document assembly system is commitment. Creating an effective system takes not only money but also a firmwide examination of the entire document creation process. Successful systems replicate the logic and decision-making process for each document type. En route to a first draft of the document, they will walk you through every drafting decision. This process takes time and should not be taken lightly.
First, examine your firm's practice area and the types of documents commonly created. There are several types for which a full-featured document assembly system is overkill. For example, most pleadings change considerably depending on the facts and issues of a particular case. With the exception of boilerplate discovery and the skeleton of a pleading, the initial automation effort that is needed outweighs the benefits. Conversely, estate planning and transactional documents-with boilerplate paragraphs that contain time-tested language-are ideally suited for document assembly.
Next, assess whether anyone (besides yourself) will use the system on a daily basis. Developing a document assembly system should be a firmwide project, not an individual one. If the task is left to a single person, it will probably only be used by that person alone. Remember that the time it takes to properly integrate a document into a system will far exceed the time needed to draft that one document. Obtaining the input of others will improve the system by tapping into a greater collective legal knowledge base and also generate buy-in for the project. Few experienced attorneys will want to use a system that is developed in a vacuum and that uses unfamiliar forms.
Make sure the firm's expectations are also realistic. Like most technology projects, the creation of a document assembly system adheres to the 80-20 rule. Twenty percent of the effort will produce 80 percent of the desired result. Obtaining the remaining 20 percent of the desired result will consume 80 percent of the effort. This is especially true for document assembly systems. Achieving a perfect first draft document may be impossible, and the attempt to do so may ultimately be dangerous. Attorneys who believe that a document assembly system will generate picture-perfect documents may not proofread or perform necessary customizations. No matter how good the system, attorneys and other users still need to review and conform the document to each client's particular expectations. Document assembly is not a way to skip this step; rather, it can make it faster and more predictable. From the senior partner to the legal secretary, everyone must understand the system's limitations.
Finally, comb the firm's archives for well-drafted legal document models. Pay particular information to each document's structure. Well-organized documents are ideal candidates for integration into a document assembly system. One good way to accomplish this task is to ask all potential users to submit the basic forms that they currently use in their practice. These forms can often be combined to produce a number of firm standard models. Performing this exercise will produce quality-control benefits, regardless of whether a document assembly system is implemented.
The document assembly system your firm selects depends primarily on the type of documents the firm regularly generates. Generally, if your firm only generates unique or simple documents, consider taking advantage of the document automation features of your word processor, which are simpler and faster. For example, WordPerfect 5.1 for DOS users can use macros to record common word processing steps and tasks. These macros can even pause and ask the user to input particular information.
The Windows versions of Word and WordPerfect offer even a greater array of document automation tools. Besides macros, features like Word's AutoText and WordPerfect's AutoCorrect allow you to store abbreviations of boilerplate phrases and clauses that can be expanded with a push of a button. In WordPerfect for Windows, you can develop templates of commonly used documents that can trigger dialog boxes where you can input or link client and other specific information, which is then included in the generated document. Word has similar features, including a cross-suite development platform in Visual Basic.
These word processing automation tools do, however, have limitations. If the document requires more than simple fill-in-the-blank customizations, you will need to become intimately familiar with the program's macro language or development environment. Such a task is, admittedly, best suited to a firm's computer wizards. If you need to replicate the decision-making that was involved in the drafting of complex legal documents, then a more sophisticated document assembly engine needs to be employed. There are several cost-efficient, legal-specific document assembly systems available. The most popular system is the HotDocs family of products from Capsoft Development Corporation (800) 500-3627, www.capsoft.com ). HotDocs works inside all three major word processors by adding a tool bar with template creation tools. To create a template, users simply open the model document and select which components are optional or require user input. For example, optional clauses are made by highlighting the text and clicking on the HotDocs "If" button. When a new document is generated, the user is prompted on whether to include the clause. This procedure can be refined further using HotDocs's conditional logic features. Accordingly, a user's responses trigger appropriate series of questions.
With HotDocs's tight integration with the word processor, it is easy to get started. Document creation starts a straightforward series of questions and dialog boxes. Even better is HotDocs's ability to tie into an ODBC-compliant database (an optional add-on module is required) and personal information variables stored in the word processor (for example, the user's firm name, address, and telephone number). It also rewards users who already take advantage of such built-in features of their word processor as automatic paragraph numbering and cross-references. The latest version of HotDocs incorporates several new features, including form and field wizards that give users guidance when assembling documents in HotDocs.
The program has its limitations. HotDocs does not create a document assembly framework but simply enhances (and greatly improves and simplifies) the document automation features found in word processors. Although possible, assembling documents paragraph by paragraph in HotDocs is not an intuitive process. HotDocs works best with a solid basic form that contains a set number of alterations.
A more systemic approach is adopted by PowerTXT from Intercon Associates, Inc. (800) 422-3880, www.interconweb.com). Instead of a linear series of dialog boxes, documents are assembled by checking appropriate provisions organized under a collapsible outline. While the lack of a scripting language makes it less powerful than other document assembly systems, its outline interface helps users take a global view of the document drafting process.
Two other interesting products are FastDraft from Interactive Professional Software (404) 262-2340, www.fastdraft.com) and Form Bank from ExperText Systems Ltd. (800) 387-2625, (www.expertext.com"). Both programs store clauses and libraries of forms in a separate database. Users construct their document by choosing from a menu of clauses and forms. The program retrieves chosen items from the database and sends the new document to the word processor. Using these systems, firms can control and update form documents quite easily.
Whatever tools are used, the final document must be reviewed with a fine-tooth comb. Nothing takes the place of old-fashioned reading and rereading, but an innovative new product-Deal Proof from Expert Ease Software (800) 488-6996, www .expertease.com)-may help. Deal Proof scans both individual and groups of documents for inconsistencies and mistakes. For example, it checks to see if each referenced section actually exists, or if a term is defined previously in the document.