The Complete Guide to Contract Drafting Technology

Proofreading

While drafting, but especially when the substantive content of a contract has been finalized, lawyers will want to make sure that the typical errors that occur while drafting are removed from a document.

These types of errors are legion, but most lawyers will recognize the typical issues with broken cross-references, inconsistent use of semicolons in bulleted enumerations, inconsistencies between capitalised terminology and defined terms, removing double spacing, and more.

Usually these kinds of checks are the tasks of junior lawyers. Fortunately, many of these problems can be detected automatically with the right tools. Below, we set out a few of them.

Definely

As part of its Definely Proof product, Definely offers a range of different ways to ensure quality documents with no setup required.

Definely’s offer centres around the following automated proofreading checks:

• Definitions & terminology – Definely helps lawyers to find defined terms that are not capitalised and capitalised terms that should not be capitalised. This is a tremendously valuable drafting aid that allows lawyers to receive valuable suggestions for improvement, but it has its limitations.
  
  After all, Definely can only flag the location of definitions and terminology. The AI is not powerful enough that it can automatically decide whether the original drafter intended to write a term without a capital letter or not. For example: a partnership agreement may have a defined term “Services” and a non-defined, more general term “services”. Both can exist in harmony, but if you solely go by capitalisation or not, then the AI will pick this up as a false negative every time. Also, this nut is particularly hard to crack in German, where nouns are by default capitalised.

Ultimately, though, these are mostly edge cases (sorry, Germany), so this will still be a valuable addition to any lawyers’ drafting arsenal.

• Formatting and clean-up – Definely features a host of different ways to clean up the typical kinds of issues that, on the whole, don’t have a great substantive impact but if left unattended can greatly impact the presentation of a document. Chief among these are automatic checks for double or missing spacing, alignment of numbered lists, broken cross-references, internal drafting notes, etc.  
• Information retrieval – instead of manually searching through a document to find things like numbers, dates, times, locations, geographical references, amounts of money, etc. Definely can present these in a centralised view.

Litera Check

Among Litera Check's styling functionalities, you can also find features for defined term issues, editing mistakes and inconsistent phrases or incomplete items.

• Term issues – this feature detects 'defined term issues'. This eases the search work for the lawyer for finding not defined and used terms as well as defined and unused terms. Litera (like Definely and ClauseBuddy) is limited to searching to its location and does not automatically solve the issue. Manual adjustment will still be required.
• Numbering items – a benefit of the Litera Check: numbering errors are automatically identified and resolved if the lawyer accepts suggested chances in a separate box.
• Inconsistent phrases or incomplete items – Litera Check has a 'final check' that will indicate any inconsistency that you might have missed. Examples are highlighted texts, incorrect spacing, missing punctuation, repeated text marks or underlined texts. Once again, it requires manual input to solve the indicated issues.

ClauseBuddy

ClauseBuddy includes a wide range of functionalities to automatically detect commonly made errors.

Unlike other tools, the user experience for this module consists of a one-click review to enhance the user friendliness.

• Missing definitions – ClauseBuddy ensures consistency between capitalised terms and definition lists. With ClauseBuddy's definitions pane, you can easily jump to a definition, wherever you are in the document. The software will spot automatically mistakes and alert you for both missing and unused definitions.
• Unused defined terms – these unused defined terms will be automatically detected and shown in the ClauseBuddy’s pane with context and allows lawyers to add terms to the list in one go.
• Highlighted words and placeholders – Similar to Litera Check, ClauseBuddy will detect highlighted text and placeholders. Additionally, ClauseBuddy will also spot internal drafting notes before they would be sent out to clients or counterparties.