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Real-World problems handling contracts

Part of the problem is poor document management, but good document management is only part of the solution
Experience shows that the review, negotiation, documentation, and management of contracts are tasks which are occasionally handled inconsistently, and subject to the risk of error due to any combination of lack of time, fatigue, the repetitive nature of certain work, and key information being easily missed when embedded in complex and long documents. Information resources which support these tasks are (often at best) contained in disparate or disbursed systems, or systems that do not facilitate the retrieval of information targeted at the user’s enquiry; at worst, the systems do not exist.

Understandable, but nonetheless bad, practices develop, with lawyers and contract managers developing ad hoc solutions, such as reaching for the last contract they worked on which they know contains a relevant clause albeit needing adaptation or obtaining a copy of a contract which they think represents the latest draft, the final agreed form, or the latest position of the firm on a given issue thereby overlooking any number of factors which led to an agreed form of words. Similar concerns can be levelled at AI tools that are incapable of considering the context in which language was agreed.

This can lead to decision-making based on inadequate information and a gradual decline in productivity. There is a need to find content in a targeted way reflecting the subject matter of the user’s query.

Inconsistency presents additional risks, such as weakening a firm’s position in dealing with a given counterparty day-to-day, or knowledge of past practices seeping into the market thereby undermining new negotiations. An inconsistency of this kind may be present in the stance taken by the firm itself, but also in the way it is represented by different external consultants.

A bright operational line often separates the firm from its external advisers – instructions are given which are implemented using the consultant’s own information resources and experience, and, typically, without drawing on the resources of their client other than by way of further instructions or guidance. As such, an opportunity to share information and experience through a common platform is missed.

How can the Productivity Centre solve these problems?

Systematic review of documents
By creating Concepts within Doc-Analyser, a firm builds up a library of terms and phrases which characterise a set of obligations and liabilities. By selecting the desired concepts, Review systematically searches the unstructured text of a document or any number of documents and highlights all terms and phrases in each document. A frequency count identifies whether a concept is present in the document(s), and if so, how many instances of it occur.

A quick review of the horizon of words is often sufficient to determine whether the provision is relevant to the user’s task and so to find the actual term in the original text for editing, mark-up, and extraction.

The integration of Doc-Analyser and Knowledge provides seamless access to rules and guidance on how to deal with the content of the document, whether by way of a source of amendments or stock responses.

In this way, the Productivity Centre can reduce the risk of oversight and improves productivity by speeding-up the process, particularly of complex documents and volumes of documents. Users not only identify contractual provisions quickly but can access know-how on how to deal with the particular provision. This improves the consistency of response and supports the allocation of tasks to more junior personnel or confidently outsourcing the process.

Single point of truth
Considerable value lies in providing subject matter experts and other users with access to a single authoritative repository of trusted content relating to the firm’s contracts, precedents, associated rules, policies, procedures, and supporting information. In this way, the Productivity Centre removes the need for ad hoc local sources of information.

Access content according to targeted subject matter
Several benefits follow when the single source of truth is combined with a facility which interrogates its content in an output-driven way:

  • trusted information relating to specific contracts, contracts of a given description, and the relationships between contracts relevant to problems with which users are confronted day-to-day or in relation to major undertakings or projects can be found easily, such as:
  • identifying all clauses entitling a counterparty to terminate a contract on the change of control of the firm;
  • linking provisions to key laws or regulations so that the clauses can be easily identified and reviewed if there is a change in the law or regulation; and
  • identify clauses that are impacted by a change within the same contract or in another contract, such as where a change to a service level to which the firm is committed is underpinned by a service in another contract; and
  • a user can be informed instantly how to resolve a problem in a compliant manner or can verify whether the proposed solution has been adopted in the past by the firm, and if so, in what form.

The scenarios in which an end user may want to search for trusted content can be characterised in three ways:

  • the end user knows what to look for and can frame the search with sufficient precision to locate the relevant content;
  • the end user knows what to look for but does not know enough about the subject matter to formulate a precise search; and
  • the end user can articulate the problem but is unable to describe what is needed to solve it.

The Productivity Centre supports all three scenarios. An end user can enter a model at any point and retrieve information associated with that data and any directly or indirectly related data.

Playbook
Knowledge playbooks provide the ability to navigate the content within a model according to a Q&A interface. The user is asked questions and the answers determine the part of the model where content relevant to the query can be found.

A common platform
Knowledge models are extensible and the Productivity Centre (when used under a Premium membership) can be made available to an open or closed list of users. This has two important benefits for a firm (in addition to firm- or group-wide use):

  • external counsel and other advisers can access the models, thereby enabling a consistent approach when dealing with third parties, or making it more likely that the firm’s background information is considered in delivering advice; and
  • by representing the combined experience of external advisers into a model, the firm can reduce that experience to a retrievable form, and so drive more value out of the services it receives.
Mattersmith Limited is a company incorporated in England and Wales with registered number 11320618, whose registered office is at 11 Telford Court, Morpeth, Northumberland, NE61 2DB, United Kingdom, and is a recognised body authorised and regulated by the Solicitors Regulation Authority with number 650058

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