Alan Gahtan's Canadian Legal Resources

Contract Proofreading Made Easier

By Alan Gahtan - Law Times, Feb. 15, 1999

Many computer products implemented by law firms have lead to increased efficiencies and the ability to decrease turn-around time. However, only a small few have actually helped improve the quality of the resulting work product. For instance, the migration from typewriters to dedicated word processors, and finally to personal computers, have made spell checking programs of increased sophistication available to lawyers. In fact, the latest versions of Microsoft Word and Corel's WordPerfect can be set to display spelling mistakes as soon as a mis-spelled word is typed.

A new software product called Deal Proof, recently released by Expert Ease Software, hopes to push the spell checking function a revolutionary step further. Deal Proof can help lawyers proofread complex legal documents more efficiently by automatically finding errors and inconsistencies in defined terms, section references, numeration and phrases.

It does this by combining artificial intelligence and document analysis technologies with a lawyer's understanding of complex legal documents. The result is a tool that can help lawyers create better documents, faster. Specifically, this powerful tool can help ensure that referenced definitions exist, terms are defined only once, each defined term is actually used in the documents, non-conforming phrases are identified, each referenced section refers to an existing section, and that all numeration is correct.

Deal Proof also identifies important phrases throughout the document for the purposes of maintaining consistency and accuracy. It will point out when similar expressions of a phrase are not exactly the same.

Deal Proof is ideally suited for a review of contracts, agreements and similar documents. It may also assist in the review of corporate by-laws, stock and option plans, indentures and similar documents. It is generally not as useful for reviewing correspondence, term sheets, memos, letter agreements or amendments to agreements. It is specifically not intended for use with prospectuses, offering circulars, business plans, disclosure statements, securities and regulatory filings, and litigation documents (and may produce numerous false flags and may miss genuine issues).

The program is easy to use. No pre-tagging or other document preparation is necessary. After starting up Deal Proof, simply select the word processing document to be analyzed and the program will create and call up a marked-up version of the document in Word or WordPerfect. The actual review is done in the user's own word processing program. Hypertext links are also inserted between related terms to permit Web-like jumping from a defined term to its definition, or from a section reference to the referenced section.

Deal Proof is also sophisticated enough to handle multiple documents. If a document contains references to other documents, Deal Proof can analyze these referenced documents as well (provided, of course, that the word processor files that correspond to the referenced documents are accessible).

The ideal way to use Deal Proof is for the drafting lawyer to work with Deal Proof directly. However, the marked-up document can also be printed and reviewed away from the computer. Different colours are used, so access to a colour printer is required to print the marked-up version of the document. The program can also create printed reports detailing defined terms, cross-document references, referenced laws and open issues.

My main criticism of the program has to do with installation. It took several attempts to install Deal Proof on my office PC. However, it installed quickly and flawlessly on my home PC. Also, the program is customized for a specific word processing program and version. Firms planning to switch from WordPerfect to Word may want to negotiate appropriate upgrade policies with Expert Ease prior to acquiring the product.

Analysis of documents is quick. A short 3-4 page agreement took less than one minute and worked as expected. A more complex 40 page purchase agreement took about 4 minutes (although I elected to skip a cross-check of about 4 other referenced documents). The results of this second test could use some polishing. On this test, Deal Proof missed a number of defined terms which were not enclosed in brackets and quotes, and which were not followed by the word "means" (for example, one definition read Acceptance Testing is the process ...).

To sum up, can assist lawyers and their staff in the drafting and editing of transactional legal documents, and in some cases catch mistakes and inconsistencies that may have been missed. It can speed up the process and lead to improved accuracy and consistency. However, Deal Proof won't eliminate the need for or replace a thorough document review by lawyers.

More information about Deal Proof is available at <http://www.expertease.com/>.


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