Legal Research

Technology and Drafting Contracts

By Simon Fodden

There’s a piece in the current Lawyers Weekly, “Commodification of contract drafting,” about some of the work that U.S. lawyer Ken Adams does. (The whole piece is on Adams’ site, page 1 and page 2, or here in a single page.) Much of the article deals with the obvious, such as the need for precision in expression and the dangers of using old-fashioned boilerplate. But three things caught my eye as being interesting.

First, Adams suggests that firms need rules when it comes to drafting contracts. The thought is that a firm style should be imposed where, presumably, certain expressions are forbidden and others are mandated, elements within a contract are standardized, etc. Do any Canadian firms currently impose order on any aspect of the drafting of contracts, whether within departments or across the firm as a whole?

Second, he suggests that the basic work of fashioning a contract can be done, or at least facilitated, by technology. In a version of an expert system, a user could input certain information and have the “document assembly system” generate a contract, at least in its basic form. It’s clear to me that some firms build basic contracts by using a word-processor’s merge function to marry this and that clause, often resulting in a hotchpotch betrayed by odd stylistic discrepancies. Does any Canadian firm use a more sophisticated contract assembly technology?

Third, given his view that a firm’s contract drafting can be greatly improved by the adoption of modern language, explicit adversion to various risks, and standardized terms and formats where possible, etc., it’s perhaps no surprise that he says “firms should be able to outsource to a vendor the task of compiling language to articulate the terms of a given deal.” Does a contract drafting firm sound possible to you?

Full post as published by Slaw.ca on July 16, 2009 (boomark / email).