The 2013 Am Law 100 revenue report is out, and it shows some firms doing well, others not. Profits per partner for the top 50 firms rose 8%. PPP fell by 3.3% for firms ranked 51–100. Some individual firms may have dropped because of practice area off-years, adding partners while keeping revenue constant, or other idiosyncratic factors. But many are down for more systematic reasons—they are consistently unable to convince clients to use or pay them. Interestingly, nearly all large firms follow the same strategy: attempting to provide high quality (though inefficiently delivered) bespoke services on an hourly rate basis. It is only working well for some.

Law schools display a similar pattern. Law schools generally exist to prepare their graduates to practice; graduate employment statistics are (imperfect) indicators of their success. Some law schools do very well at getting their graduates into high paying or otherwise desirable jobs. While they may be costly schools, graduates get jobs that allow them to repay their debts (or loan repayment assistance if they choose lower paying public service jobs). However, there aren’t many schools succeeding here. More typical are the horde of almost-equally-expensive schools with poor employed-at-graduation rates. Yet most law schools cost nearly the same, and teach the same material the same way. Here, again, what is working well for some schools is not working well for most.

Why are most non-leading law firms and law schools following the same tack to mediocrity? Is what’s right for the best firms and law schools right for others? In a less busy time in my life, I did a lot of sailboat racing. One popular strategy was to closely match, tack for tack, the leader in a race. This generally made sense for boats that were close to the leader. The close followers could all increase the likelihood of finishing near the top by matching moves. And, through better execution or a lucky break, perhaps win. But following the moves of other boats can be a non-winning strategy, especially for those not near the very front of the pack. Non-leaders sometimes need to try different things and take risks to have a chance of pulling ahead. To the extent non-leaders are systematically behind, they may not be suited to beating the leaders at their own game. That’s okay: underdogs often win. Just not by trying to do the same thing as favorites.

Law Firms

Nearly all Biglaw firms have essentially the same business model. A number appear to be not thriving—maybe doing fine, but not great. Apart from sector-specific (e.g., energy, patent litigation) and merger-driven gains, they are generally not growing. And they are all generally doing the same thing.* In contrast to the low growth general legal sector, Axiom and LPOs seem to be growing rapidly and thriving (though see Liam Brown’s persuasive post saying that not all LPOs are thriving). As Indiana Law’s Bill Henderson points out, LPOs are moving past being a labor market arbitrage play—they are actively trying to deliver better quality legal services more efficiently, including through well thought through processes, appropriate technology, and labor cost arbitrage.

Wachtell, Cravath, S&C, and a number of others manage to stay the course and do fine. There will always be a good market for exceptionally high quality, high priced legal advice.** But how many firms will get to continue to work in a price-insensitive way? Applying a top ten firm strategy at a top thirty firm is a recipe for pain.  

Why are few, if any, of the Am Law 200 wholly devoted to delivering high value, lower cost legal services? Sure, there are firms who care about efficiency, that have strong knowledge management teams or others focussing on process improvement. And we know a number of individual law firm partners who really seem to care about efficiency. But it’s hard to find large firms working towards efficiency like many companies in other industries do. It’s hardly worth asking whether a car, plane, soap, food, computer, or wind turbine manufacturer cares about making their product more efficiently—of course they do. What about law firms? How many have this as a top priority? Axiom and other LPOs’ success and growth shows that there is large demand at a lower price point. By embracing process improvement, efficiency tools, cost arbitrage and more, firms can provide better quality services than they now do at lower prices, probably without even having to try very hard. Why aren’t many really trying this? I have a friend at a good quality and amazingly cheap (hourly rates range from $250–550) Am Law 200 firm. While they sell partly on price and seem generally pro-efficiency, I do not see them hammering this advantage, pushing all they can at efficiency, and trying to drive their value up even further. I don’t get it.

Law Schools

There have been a lot of recent articles on how many US law schools are in trouble: leaving students with high debt burdens and few employment prospects. Here’s an example from the New York Times:

Faced with profound and seemingly irreversible shifts, the legal profession is contemplating radical changes to its educational system, including cutting the curriculum, requiring far more on-the-ground training and licensing technicians who are not full lawyers.

The proposals are a result of numerous factors, including a sharp drop in law school applications, the outsourcing of research over the Internet, a glut of underemployed and indebted law school graduates and a high percentage of the legal needs of Americans going unmet.

Why does virtually every law school have the same strategy of teaching the same subjects the same way,*** for ever increasing costs? I get why it is sensible for my alma mater NYU Law to have raised its yearly tuition from $38,255 when I graduated in 2006 to $50,336 today (though these numbers still stun me). How many other law schools does this make sense for? Might it be possible to provide a good legal education for $25,000 per year? Couldn’t there be enough fat to cut to hit this price while still providing a high quality education? Doesn’t it seem like schools that accomplished this this might have a very appealing pitch to applicants? How many private law schools are trying?****

There is good news for law schools and law firms: since they have been run for so long without an eye to efficiency, there’s lots of room for improvement. And putting in the effort now may yield big gains down the road, especially against currently-thriving incumbents who aren’t under pressure to change. There appears to be vast demand for lower cost, high value legal services and legal education. Sellers of both would do well to try to meet it.

—————

* Note that many UK firms appear to be trying different things, such as DLA’s UK operation launching Riverview Law, and some US firms are trying innovative moves such as opening insourcing facilities in low cost locales or are otherwise trying different things (e.g., these).

** Putting aside for this post the question of whether the current typical Biglaw service delivery model gives the higest quality work product. Technology and/or outsourcing, for example, may give higher quality results on many junior Biglaw tasks. And incorporating expert systems should improve appropriate more complex work. 

*** Will also exclude from this post the “teaching the same subjects the same way” part of the story—there are a number of law schools attempting interesting changes here, though they appear to be the exceptions.

**** Our suggestions are for schools that see their goal as being the best school they can be, or providing graduates with the best legal education possible (e.g., ”to maintain its position in the very first rank of American legal education“ (from a leading school)). Law schools that aim to maxamize revenues or profits, raising tuition to the maximum possible level is probably the right medium-term strategy, as long as they have enough applicants willing to pay. We also recognize that most law schools heavily discount their tuition for significant numbers of applicants.

(photo: http://www.flickr.com/photos/portofsandiego/5468840271/in/photostream/ )

We say that DiligenceEngine finds 90% or more of the instances of nearly every contract provision it covers. How do we know this? Hint: it’s not an assumption based on our knowing we have good people with serious training who work really hard. We know our system’s accuracy through testing. This post describes how. 

If interested in this subject it might be worthwhile to start with our earlier post explaining what we mean by “90% accurate” (short answer: recall).

How We Test Our Accuracy

The quick answer to how we test our accuracy is we measure how well our system finds provisions in real contracts. This may sound easy, but it is not—there are a number of ways to generate misleading accuracy results in this process. Read on if curious about the details.

In the course of building the DiligenceEngine due diligence contract review automation system, we reviewed and annotated a large and diverse pool of agreements. These contracts range from supply agreements, to employment contracts, to investment management agreements, to leases, to franchise agreements, to licenses, to many other types; while many are US-law-governed, a significant portion are not. All of these contracts were experienced-lawyer-word-for-word-reviewed, and a number were reviewed multiple times. We now have a large pool of annotated contracts, and test our accuracy by running the system on a big set of them which were not used to train the system. The resulting (recall) accuracy numbers are what we are referring to when we say our system finds 90% or more of nearly every provision covered.

How to Cheat at Accuracy Testing

One way to measure accuracy would be to test on the same documents used to build provision models. However, this is analogous to giving students the answers to a test beforehand. You can know that high scoring students are good at memorizing, but you cannot know if they’ve really learned the material. Computers are particularly good at memorizing, and thus you should never test on the training data to determine the accuracy of a learned model (unless the problem you are trying to evaluate is if a system can find already seen instances (which might be the case for an automated contract review system only intended to work on known documents like company forms)).

This requirement to test on “unseen” data is particularly difficult to meet for systems that use manual rules (i.e., human created rules, such as those built using Boolean search strings). If using a manual rules based system, the only way to obtain truly unbiased accuracy results is to keep testing documents secret from the people building the rules. This requires a great deal of discipline; it is very tempting to look at where rules are going wrong. When testing a machine learning built model, on the other hand, it is easier to make sure the computer does not improperly peek at the test questions!

Another potential pitfall can come through testing on a fixed set of testing data. It might be tempting to set aside a portion (e.g., 20%) of total training data to be used as testing data. Testing on a small and static testing set raises the risk of biasing models to perform well on the test set; final model accuracies may reflect accuracy on the test set and not reality. To avoid this, the test set should be varied across training data. The technical term for this technique is cross-fold validation.

A final thing to beware of is training data diversity. No clever accuracy testing technique can make up for training data that is itself not a good reflection of reality.

These observations apply to situations (like legal due diligence) where the agreements for review can be of unfamiliar form, and do not necessarily apply where provisions are known in advance. For example, if testing whether a system can successfully extract provisions from a form agreement, the form agreement itself might be used in training and would definitely be used in testing. While our system should perform well on form agreements, our goal is to help users find the provisions they seek in whatever agreements they happen to have at hand. This is a different problem that requires different testing.

All this said, the tests we care about most are whether our system finds provisions for our users. Try it out for yourself and see how it does!

(photo: http://www.flickr.com/photos/benchun/7140209563/ )

Knowing Clojure is a plus but not a requirement—we are happy to work with someone looking to learn. Our team is small, pragmatic, and inquisitive; we love learning new technologies and balance adoption with good analysis. As our primary web developer you’ll have both a lot of responsibility and a lot of freedom to make design decisions.

Web technology can be built better. If single-page web design driven by functional programming sounds interesting to you, get in touch!

Technologies to know include:

HTML, CSS, SASS,

Javascript, Coffeescript, jQuery,

Clojure + ClojureScript,

Reactive Programming,

Java, PostgreSQL, RabbitMQ.

Best practice web app security. 

Tools: 

Git, Linux.

Experience in visual design is also a plus.

This position starts immediately in the Toronto area, though we will consider those located elsewhere.

To apply, send an email to jobs@diligenceengine.com with your resume and links to previous work.

Note: We’re happy to report we have filled this position.

About 15% of roughly 120 firms surveyed by Wells Fargo Private Bank’s Legal Specialty Group intend to cut partners in the first quarter, continuing a three-year trend.

And 55% of the 113 managing partners and firm chairmen who responded to an American Lawyer magazine poll said they planned to ask between one and five partners to leave in the coming year. Though that proportion was roughly steady with the previous year, 5% intended to cut between 11 and 20 partners this year, up from 1.2%.

Non-rainmakers are at particular risk of losing their jobs. One laments:

“You’re only as secure as the amount of money you bring in,” says a partner who during the recession was asked to leave a large national law firm. He was let go from his subsequent firm last year.

It isn’t enough to be a good lawyer, he says. “The job is to make money for the firm.”

We have a career suggestion for laid-off partners who are highly skilled at legal work and less skilled at client development and management: find work in legal automation. Legal thinker Richard Susskind has argued that we will see more “legal knowledge engineers”. As a technically skilled practitioner, you could be perfect for this role. Companies like ours are engaged in teaching computers how to do legal work. Since the idea with automation is to get software to do the task right and then apply it repeatedly, people who can actually get the task right in the first place are needed. That doesn’t necessarily mean people with partner-level experience, but it could. 

What type of legal automation work is out there?

There is a broad range of legal automation work being done. Since we’re most familiar with corporate law automation, I’ll keep the list to some areas within this. There also appear to be a number of companies working on improving legal research.

• Automating form agreements (e.g., LegalZoom, Rocket Lawyer (both more consumer/small business targeted), Koncision (high-end drafting focussed)). This area is perfect for those with strong drafting skills. Draft clauses and agreements that will be used over and over. From what we read, some (but not all) of the companies in this area could use team members with more attention to document quality. Which seems like a great opportunity for highly skilled lawyers to step in and make an impact.
• Creating drafting aides. Lawyers might typically draft by pulling from a few precedents. A few companies feel there’s a better way, through systems that, for example, pull relevant precedent clauses, build templates based off automatically reviewing multiple agreements (KMstandards), or integrating playbook information and providing enhanced blacklines (Baseline).
• Building expert systems. Really know a complex area of law, or deeply understand a tricky statute? Use Neota Logic to build a system others can rely on to solve similar problems, accurately in less time.
• Automating deal closing documents (e.g., signature page set creation). A number of senior associates and partners I worked with were obsessed with getting closings done right, and know that there are many opportunities for deals to go wrong at the end. If this is your thing, there is work being done. And more to do.
• Automating due diligence/contract review. This is where I’m most experienced. Our software automatically finds user-specified contract provisions and puts them into summary charts. We spend a vast amount of time building provision models and reviewing lots of contracts to train our system and evaluate its performance. This involves lots of legal judgement, as well as working with technologists to translate lawyer thinking into computer models.

There is also a lot not yet automated. Consider areas you know, and think about what people spend time on, which tasks get done over and over, and where there’s room for improvement. This post gives characteristics of corporate law tasks we feel are ripe for automation.

Is this work challenging and interesting? 

I find it very much so, and I love the work that goes in to improving our system. Stay tuned—I will write more on the legal automation parts of my job in a future post. For now, know that this work can be interesting, challenging and intellectually rewarding.

What work do lawyers actually do at legal automation companies?

Tasks will be project and individual specific. With us, I do many different things, including reviewing agreements and other tasks to improve our system, reviewing system results, helping set and improve our user interface, doing company legal work, sales, social media work, and much more. Only interested in some of these? For example, don’t think you’re great at selling? First off, don’t be so sure—we believe subject matter experts (i.e., people who have done and supervised lots of diligence) are the best people to sell our product. That said, we have no hard requirement that any team member do anything—there’s lots of work to go around. We highly value the legal judgement that goes into making our system better and better. It’s hard to convince people to trust software to do diligence when most experienced deal lawyers don’t trust their smart, well-educated and trained associates to do the task right (for good reason–people are imperfect at diligence in our experience). We think the way to earn trust is through giving high quality results. We have found high quality results have come to us through lots and lots of lawyer and technologist effort.

What about pay and benefits?

It’s not all good news. Your salary will likely be a lot lower. But you may be part of building something valuable. And hopefully that will someday pay off. As it is, your opportunity cost may be low. On the good side, you may find flexibility in how much you work. While most of our team members work a lot, our work is not as client- and deadline-driven as it was in my corporate law practice. So all-nighters and missed engagements are rare. And it’s our fault we work a lot—we decided to do it that way. Perhaps some laid-off partners are happy working 1,300 hour years. That may be fine with some legal automation companies, who could be happy to take that from a highly-skilled teammate. We, for example, have had a part-time employee. Virtual/telecomuting work arrangements, depending on the team, might also be acceptable.

One caveat to all of this: I left Biglaw as a midlevel associate, and perhaps what I find challenging would be easy for you. That said, you would not be the only ex-partner in legal automation.

Interested in learning more? I’m happy to talk—get in touch. And I suspect other legal automators would be happy to share their experiences too. 

We see lots of changes coming to how large-scale corporate law is practiced. Technology will help (or take on) more and more of the process work that goes into getting deals done (e.g., contract drafting, signature page set creation, SEC research, due diligence). And more high volume work will be packaged off to lower cost, dedicated workers through in- and outsourcing. Lawyers should be excited about these changes. Practice specific technology and outsourcing can help lawyers produce higher quality work product in less time, spend more time on more interesting work, and allow firms that take advantage to make more money.

There’s a catch: some firms’ business models will have to change. If your firm’s business model is driven by junior lawyers billing lots of hours on work that can be well automated or outsourced, and you refuse to change with the times, you will be in trouble. It is really hard to compete with tech and low-cost labor in areas where each works well. Low-cost contract lawyers can do low-end legal work at the same high level as junior lawyers at Biglaw firms (if not better). Predictive coding software does e-discovery document review more accurately than humans in less time for much less money. Our software creates accurate due diligence contract review summary charts in seconds per page, where it takes a careful lawyer minutes per page. If your firm relies on making money off inefficiently doing tasks that can be better, faster and cheaper done otherwise, now is the time to figure out how to make money when this work goes elsewhere.

Happy New Year!

(photo: http://www.flickr.com/photos/dneuman/2629879722/ )

What is DiligenceEngine: On the off chance you’re reading this post and don’t know what DiligenceEngine does and why we’re going into such detail on whether the system is a lawyer supplement or substitute, here’s some background (though you should also check out the DiligenceEngine website). DiligenceEngine helps lawyers review contracts and organize their findings. The software quickly reads electronic versions of contracts for user-specified provisions (e.g., assignment, change of control, governing law) and puts its findings into summary charts. This is similar to what junior associates typically do on legal due diligence contract reviews. At it’s core, our technology finds contractual provisions and puts them where users would like. As such,DiligenceEngine can also help autopopulate a contract management system.

Why DiligenceEngine as supplement or substitute is an issue: DiligenceEngine finds 90% or more of the instances of nearly every provision it covers. However many deals require perfect due diligence accuracy. (And, in fact, one great reason to use DiligenceEngine in your legal due diligence process is to increase overall accuracy over solely-human-done review, which generally has unknown accuracy.)

So, substitute or supplement? We think DiligenceEngine makes sense as a supplement in some situations, and as an exclusive form of review in others.

Supplement. Where material contracts are being reviewed, it makes sense to use DiligenceEngine as a supplement to associate review. We know DiligenceEngine’s accuracy is not 100% and, based on our experience in practice, feel traditional, associate-done due diligence is not perfectly accurate either. DiligenceEngine plus human review raises the odds of getting to 100% accurate overall.

Two great ways to use DiligenceEngine as a supplement are:

1. To take a first crack at putting together diligence summaries. Junior associates can review and add to DiligenceEngine’s summaries from a farther-along starting place. This can save a lot of associate time and lead to more accurate results. How? Consider how midlevel and senior associates review junior lawyer due diligence summaries. If you have been a junior associate and prepared summaries, and then been a midlevel (as I have), you know that it is much faster to review already-prepared summaries than it is to put them together in the first place. And that mistakes get caught in this review process. The time (and junior associate morale) savings from not having junior associates cut and paste provisions make using DiligenceEngine worthwhile as a supplement. It also allows associates to complete diligence projects much more quickly, which is a big plus as deals are often time-pressured. And gives associates time to put more focus into the contracts and issues that matter most, by saving their time on less-important areas. One worry some partners have expressed with having DiligenceEngine used to help associates create diligence summaries is that associates will use our system to cheat. As we have covered in much more detail in a previous post, this is not a significant concern: most centrally, associates who are inclined to cheat at diligence already have (imperfect) ways to do so.
2. As a way to review a lawyer’s already-done diligence. Say, despite our explanation, you remain concerned about associates using DiligenceEngine to cheat. Or you do not believe that the overall diligence process will be accelerated by having DiligenceEngine take a first shot at creating diligence summaries. DiligenceEngine can still be useful as a check on your diligence. How sure are you you got your diligence perfect? What do you base your confidence level on? Thinking your diligence has to be perfectly accurate, hiring top students from top schools and training them does not necessarily make your diligence accurate. DiligenceEngine can help you be more sure you found what you were searching for in your due diligence investigation. Unsure? Why not try DiligenceEngine on some previously-done diligence. At least you will then know.

Substitute. Not every document reviewed as part of a legal due diligence investigation is material. It may make sense to run lower value documents, or ones where there is little likelihood of finding something relevant, exclusively through DiligenceEngine and skip first-level human review.

Here are three specific situations where you might consider using DiligenceEngine as a substitute for human review:

1. Lower-value contracts. Depending on deal size, non-material contracts may not make a big impact on the deal but might be financially significant enough that they are worth review.  And, in aggregate, could effect the deal’s financial assumptions.
2. Likely not relevant documents. Lawyers will often make an effort to scan through every document in a data room. I can remember glancing through shopping center business pitches and environmental reports as part of diligence when I was a first year. I’m still not really sure why, other than that I have a memory of being told to do it. I suspect many other corporate lawyers have spent too much time flipping through these types of documents too. DiligenceEngine is a much faster way to get through them.
3. Form contracts. Sometimes large numbers of form contracts need to be reviewed as part of deals. Perhaps the form itself deserves careful human review. Human reviewers can get lose focus reviewing additional executed examples and miss something. And these form contracts may be individually not worth review. Nonetheless, there can be deviations from the form (perhaps even often) and DiligenceEngine can help catch these (at least where they occur on one of the important provisions we cover).  

We keep hearing of clients requiring more limited diligence to save costs. DiligenceEngine can be a way to still do a ful legal due diligence review while sticking to a reasonable budget. Your clients may love you for suggesting it. DiligenceEngine may also help you find clauses you otherwise could have missed, saving you from a scary situation. Perhaps you feel your current diligence process is already great and can’t imagine how software could help. DiligenceEngine is still worth trying out. It may find provisions your people missed. Or speed them up. Or at least confirm that you really are doing things right. The system is really easy to use and try out. Get in touch and give it a try.

(photos: http://www.flickr.com/photos/pdbreen/3872642882/ , http://www.flickr.com/photos/ronmacphotos/8012701012/ )

Hurricane Sandy impacting the New York/New Jersey/Connecticut area serves as a good reminder of why force majeure clauses matter. Disasters occur regularly, whether natural or directly human-caused events like terrorist acts or war. Many agreements include language describing what happens to contractual obligations if a disaster or other unexpected event outside of the parties’ control occurs. These provisions are known as force majeure clauses. They rarely come up, but matter when they do.

What is a Force Majeure Clause?

A force majeure clause is a contractual provision that establishes what happens to performance under the contract if a “force majeure” event occurs. “Force majeure” events are events beyond the parties’ control. They are often but not always listed in a non-exclusive list in the force majeure clause itself. Force majeure events typically include: accidents, acts of war or terrorism, civil or military disturbances, and nuclear or natural catastrophes or acts of God. Strikes and work stoppages are also sometimes listed, typically with a caveat that parties are not required to resolve strikes. Parties are sometimes obligated to take efforts to avoid and remideate force majeure events (except labor-related ones). Economic occurrences, such as market crashes or price spikes, are sometimes explicitly excluded from being considered force majeure events. However, market crashes can occur as a result of disasters (e.g., post-September 11, 2001 stock market crash) and the underlying disaster could support a force majeure claim.

Note that force majeure clauses sometimes allow for contract termination in case of extended force majeure events.

Recent weeks have given several examples of force majeure events worldwide. Sandy caused companies such as Motiva to declare force majeure events at some facilities, different oil companies declared force majeure events related to operations in Nigeria and Angola, and a number of mining companies declared force majeure events related to labor disruptions in South Africa (e.g., Anglo American Platinum, Assmang).

Why You Might Need to Find Force Majeure Clauses In Contracts

Force majeure clauses can give an out for parties unable to meet their contractual obligations because of events beyond their control. Companies affected by force majeure events (or whose counterparties face force majeure events) should review their contracts to find out what the rules are in these specific situations. Force majeure clauses often require counterparty notifications (on the event of force majeure and its ending). And, as above, sometimes contracts are terminable if force majeure events last. It is important for companies that are experiencing force majeure events to find out what their agreeements actually say. Or even prepare in advance for unexpected events by keeping force majeure clause information in a contract management database.

How DiligenceEngine Can Help Quickly Locate Force Majeure Clauses Over a Large Set of Agreements

Force majeure events can occur unexpectedly and require a quick response. At moments where time is short, lawyers overextended, and answers needed, our software might be helpful to quickly determine the impact of a force majeure-type event. DiligenceEngine’s cloud-based software rapidly reads contracts for user-specified provisions and puts findings into summary charts. Our software reviews documents in seconds per page—even experienced lawyers are much slower. DiligenceEngine is cloud-based and requires no installation (though does require an internet connection, which Sandy made some of us realize is not necessarily easy to come by in a disaster). And DiligenceEngine is simple enough you should be able to use it without training.

If you are very interested in force majeure clauses, a number of examples from various agreement types are on the next page.

Example Force Majeure Clauses

Here are a number of examples of force majeure clauses from different agreement types.

From a distribution agreement:

Neither Party shall lose any rights hereunder or be liable to the other Party for damages or losses on account of failure of performance by the defaulting Party if the failure is occasioned by government action, war, terrorism, fire, explosion, flood, strike, lockout, embargo, act of God, or any other cause beyond the control and without the fault or negligence of the defaulting Party, provided that the Party claiming force majeure has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, that in no event shall a Party be required to settle any labor dispute or disturbance. Such excuse shall continue as long as the condition preventing the performance continues. Upon cessation of such condition, the affected Party shall promptly resume performance hereunder. Each Party agrees to give the other Party prompt written notice of the occurrence of any such condition, the nature thereof, and the extent to which the affected Party will be unable to perform its obligations hereunder. Each Party further agrees to use all reasonable efforts to correct the condition as quickly as possible and to give the other Party prompt written notice when it is again fully able to perform its obligations.

From a distribution agreement:

No Party to this Agreement shall be liable for failure or delay of performance of any of its obligations hereunder if such failure or delay is due to causes beyond its reasonable control including, without limitation, natural disasters, fires, earthquake or storm, strikes, failures of public utilities or common carriers, acts of war, or intervention, acts restraints or regulations of any governmental authority, including compliance with any order of any governmental considerations; provided that any such delay or failure shall be remedied by such Party as soon as possible using commercially reasonable efforts after removal of the cause of such failure. A Party suffering such delay or which expects to suffer such delay shall promptly notify the other Party in writing of the cause and expected duration of such delay. In the event a delay lasts or is expected to last more than thirty (30) days, then either Party shall have the option to terminate this Agreement upon written notice.

From a supply agreement:

Each of the parties hereto shall be excused from delays in performing or from failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party, including, but not limited to, forces of nature, acts of God, strikes, lockouts, wars, blockades, insurrections, riots, epidemics, restraints or requirements of any government or government agency, civil disturbances, explosions, breakage or accident to machinery or lines of pipe, unavailability of raw material or supplies, strandings, perils of the sea, the binding order of any court or governmental authority which has been resisted in good faith by all reasonable means, and other cause, whether of the kind enumerated or otherwise, not reasonably within the control of the party claiming suspension. Failure to prevent or settle any strike shall not be considered to be a matter within the control of the party claiming suspension. However, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.

From a supply agreement:

If either party is affected by Force Majeure it shall promptly notify the other party of the nature and extent of the circumstances in question.

Notwithstanding any other provision of this Agreement, neither party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Agreement, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.

If at any time the Company claims Force Majeure in respect of its obligations under this Agreement with regard to the supply of the Product, the Purchaser shall be entitled to obtain from any other person such quantity of the Product as the Company is unable to supply.

From a lease:

Excusable Delays. The delay or inability of either party to perform any obligation to be performed by it pursuant hereto when required (other than the obligation to make payments as provided herein), if caused by reason of “Force Majeure” (as hereafter defined) will not constitute a default nor subject the party so failing to any liability to the other. The party affected by or anticipating a Force Majeure will promptly notify the other by the most expeditious means, confirming in writing within ten (10) working days, the details thereof and of its expected duration and the estimated effect upon its ability to perform its obligations hereunder. Such party will promptly notify the other party when Force Majeure circumstances have ceased to affect its ability to perform its obligations pursuant to this Lease.

Force Majeure. The phrase “Force Majeure” means any act of God or the public enemy; explosion; fire; storm; lightning; earthquake; flood; drought; strike; lockout or other labor trouble; riot or civil disorder; sabotage; blockade or embargo; war (whether or not declared and whether or not the United States is a participant); Federal, State or Municipal law, regulation, order, license, priority, seizure, requisition or allocation, whether or not valid; inability of Lessee or Lessor to obtain raw materials, equipment, fuel, power, labor, or transportation equipment; machinery or equipment breakdown of the Plants or a supplier’s plant, delay or accident involving transportation equipment; or any other circumstances of a similar or different nature beyond the reasonable control of the party affected thereby.

From a franchise agreement:

We shall not be responsible or liable for delay or failure in the performance of this Agreement, if such delay or failure is due to any cause beyond our control, such as, but not limited to, strikes, scarcity of labor, fires, floods, storms, earthquakes, explosions, accidents, breakage of computers, scarcity of materials, fuel or transportation, and delays or defaults caused by public carriers that cannot reasonably be forecast or provided against, embargoes, governmental regulations or orders, perils of navigation, acts of public enemies, mobs or rioters and acts of God.

From an indenture:

In no event shall the Trustee be responsible or liable, nor shall the Company be responsible or liable to the Trustee, for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, and nuclear or natural catastrophes or acts of God; it being understood that the Trustee or the Company, as the case may be, shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances.

With Hurricane Sandy’s recent visit to the Northeastern United States knocking out power and transit systems, a lot of lawyers got an unplanned break from work this past week. While this may have been like a bad weather vacation for some (at least those who didn’t lose power or water (unlike me)), busy lawyers will have to pay for the time off with some serious catchup work. My guess is no one covered your deals while you were away. Work that should have been done Monday–Wednesday didn’t get done then and it didn’t go away. Deal deadlines aren’t necessarily going to get pushed out because of the storm.

We can’t help you get caught up on everything, but, to the extent you have a pile of due diligence contract review left undone because of the storm, our system can help. It takes a first pass at creating due diligence summary charts: quickly and accurately reading agreements for user specified provisions (e.g., assignment, change of control, amendment, license grant) and putting findings into summary charts. This saves associate time, and helps generate more accurate results in due diligence contract reviews in the process.

Perhaps you just need to get due diligence contract review done quickly and don’t have a hurricane to blame—a regular situation, in my Biglaw practice experience. Deals often need to get done in short time periods, and teams can have to grind out a lot of long nights to make them happen. (Putting aside how our software helps help catch errors made by over-tired people) DiligenceEngine can really speed up due diligence contract review. We’ve found it takes an experienced associate somewhere from one to five minutes per page to review a contract (if they are actually reading it). And creating and populating diligence summary charts takes time too; cutting and pasting verbatim language from contracts into summary charts doesn’t happen automatically (at least without our software)! DiligenceEngine reviews contracts in seconds per page. If you need to get a lot of contracts reviewed for due diligence, you really should check our software out. And, by the way, law firms (even ones that charge by hours billed) can make more money being more efficient. 

While we’re on the subject of DiligenceEngine being fast, the system is also quick to get started on. It’s cloud based so there is nothing to install—all you need is an internet connection and web browser. And the system is intuitive enough to use without training (especially after our recent interface enhancements). Give it a try!

(photo: http://www.flickr.com/photos/shankbone/8139660357/in/photostream/ )

After a significant period of user study and feedback, I am happy to announce we have launched a new “Process Page” interface. The new Process Page will make it even easier to add documents to the system and access findings. It’s attractive, right?:

We have always sought to have a system so intuitive it can be used without training. We spent a lot of time and effort on the first version of the Process Page making it really simple to use. But, after further study, we realized the system could be even easier to use. We hope you like it! And would love your feedback.

What Does This Mean For Current Users?

Current users will see their interface change to our newest one. All their data will be continue to be accessible, only it will be accessed through the new, easier to use Process Page. A first-time use tutorial will guide you through the changes (if desired). And we are always happy to help.

Does This Mean We Are “Launched”?

We still do not consider ourselves “launched” for business purposes. While our system is ready for client use (and being used), we still feel we have more improvement to make on the sales-side before we are ready for the attention of a launch. Our product works well. And we’re getting closer to ready for a full launch. Today’s interface upgrade is a step in that direction. Stay tuned. We’re working to come out with the bang that we feel our outstanding technology deserves!

A Final Word on the New Interface

We are really excited about the new interface and hope our users will be too. Thank you to those who provided feedback that allowed us to figure out how to make our system easier to use. We know who you are and really appreciate your contribution. Also thanks to our tech team (especially Edward Zhang, who was principally responsible for creating the new interface) who worked hard to make this happen.

The American Lawyer’s annual Midlevel Associates Survey includes a number of questions on firm technology. This year, in the words of Law Technology News, “associates were underwhelmed.”

The good news for law firm IT departments is that there should be a lot of opportunities ahead to wow their users. As a Biglaw corporate associate from 2006–2010, nearly all the technology I used when practicing seemed broadly targeted at the firm (email, word processing, document management) as opposed to helping me do my job better (virtual data rooms, certain research portals; and this tech appeared generally outside the sphere of our IT department). Not to say the general technology wasn’t essential to my practice, or that I didn’t appreciate the high quality IT support I received. But also not to say there weren’t parts of corporate law practice ripe for automation. Only that my work hadn’t yet been automated (or adopted at my firm). 

There has recently been real development in corporate law automation. SignaturePages‘ simple software helps corporate associates more easily assemble signature page sets. Document assembly (especially combined with quality drafting like pushed by Koncision) can help lawyers draft better agreements in less time. Intelligize‘s platform can streamline SEC research. Neota Logic can help firms build expert systems, enabling easier solving of recurring tricky issues. Our software contributes to more accurate due diligence contract review in much less time. The teams behind all of these systems include people with real law practice experience. We and they are building software that can make a serious impact on how corporate law is practiced. And given so many opportunites and this many new entrants, more is likely on the way. 

IT departments should embrace this new lawyer-aiding technology. Much of this new software is cloud-based, raising the need for thorough security inspections but not heavy IT department support for rollout or maintenance. And, as opposed to switching to a new version of Microsoft Office (an important and seemingly-tricky task), associates will really appreciate IT departments doing what they can to make the actual tasks done in corporate law practice better. Adopt the counsel of Fenwick & West’s (second in 2012 associate tech satisfaction) CIO, Matt Kesner “We’re humble enough to think the lawyers and the clients might know better about the tools they need than we do, so we figure out how not to say no.” CIOs: embrace the surge in corporate law automation. Your associates will appreciate it.

(photo: http://www.flickr.com/photos/nicoleabalde/5144513766/ )