The history of law-firm template-contract initiatives is not a happy one. Various factors conspire against a law firm successfully implementing and maintaining rigorous templates:
- Law firms are generally asked to draft a broad range of documents. Any one law firm may not be asked to handle a given kind of transaction often enough to warrant devoting resources to creating and maintaining template contracts.
- Law firms generally can’t accurately predict what kinds of contracts they’ll be asked to draft. That makes it difficult to determine what template contracts to devote resources to.
- In an eat-what-you-kill world, partners and associates are loath to spend their time on the nonbillable work required to create and maintain template contracts.
- In the Balkanized world of law-firm management, a set of template contracts might fall into disuse if a partner who championed the project moves on.
- Unless a law firm adopts a rigorous style guide, the drafting in the templates it produces will simply reflect the idiosyncratic, inconsistent, and unreliable language of mainstream contract drafting.
- Partners may well be reluctant to engage in the sacrifice of autonomy that goes along with using templates prepared by others.
Given these challenges, I wasn’t surprised to see what Above and Beyond KM had to say on the subject today:
[L]awyers (being people who write professionally) have historically placed a high premium on model documents. (For those of you outside the legal profession, these are contracts that do not contain client-specific information, but generally do collect the firm’s knowledge of that type of contract by providing annotations containing drafting advice and negotiation guidance.) Most lawyers would love to have a model document for every kind of contract they typically prepare for their clients. To be honest, some lawyers dream of a fill-in-the-blanks model that they can just pull off the shelf and use. In reality, however, model documents can be extremely time-consuming and expensive to produce. And, they can be a bear to maintain. In short, they are an expensive undertaking. Nonetheless, many law firm knowledge managers have assumed that a top priority should be creating a comprehensive set of model documents. But does your firm have the human commitment and financial resources necessary to provide properly maintained model documents? And, even if it does, is this a good use of its resources?
Document assembly makes the whole template process much more efficient. But I expect that relatively few law firms, as compared to companies, will devote significant resources to contract automation. (One such firm is Wilson Sonsini; see this April 2009 blog post.)
For many law firms, it would make sense to outsource to a vendor the task of creating and maintaining document-assembly templates. Given that there’s nothing proprietary about deal terms, such a vendor would be able to achieve economies of scale that are beyond the reach of any law firm.