Legal Tools by Celant

1. Why does a defined terms check on a legal document matter?

A typical 150+ page legal agreement may have about 20-40% of the pages devoted solely to definitions and may contain 400+ defined terms. A defined term that is misused or unused, or use of terms that are undefined creates ambiguities that attorneys are trained to avoid, not to mention the impression of sloppiness that detracts from its quality and user friendliness; it is considered best practices within the legal community. Moreover, defined-terms-related errors have lead to costly lawsuits.

2. What are the requirements for the definitions check app?

First, the document to be analyzed must be in the Microsoft Word format. The app is able to handle different versions of Word, including both DOC and DOCX formats, but is unable to analyze WordPerfect WPD, Google Docs, Adobe PDF or TXT files. Second, the document needs to have defined terms within quotation marks, either in single (') or double quotes ("); it is also able to handle smart/curly quotation marks. This is how the app is able to locate the defined terms.

3. What does the definitions check app do exactly?

The app highlights defined terms in legal documents to assist the reviewing attorney in identifying errors related to defined terms. Once the email with attachment has been received, the app first searches for defined terms, which are identified by being capitalized and enclosed in quotation marks. Then it highlights in green all of the terms that are defined and used within the body of the document. Plural and singular forms of the defined term are also highlighted green if a match exists within the document. If no match is found, the quoted defined term is highlighted in red to alert the reviewing attorney. When performing these checks, all lower cased quoted terms such as 'as is' are ignored.

Second, the app searches for lower-cased versions of defined terms within the document and highlights each of them yellow if a match is found. This alerts the reviewing attorney to confirm that the lower casing of the term was intentional.

The app replies back with the highlighted Microsoft Word document. To complete the review process, the reviewing attorney needs to review the highlighted Microsoft Word document to identify capitalized terms that are not defined. Many users simply prefer to read the highlighted document and make additional highlights on top of it by highlighting the undefined capitalized terms in red.

4. Why can't the app just highlight the capitalized terms that are not defined?

This is a design choice we made because said approach leads to significant number of false positives - there are many instances in which a term may be capitalized, such as being a proper noun, being the first word in a sentence or being styled as a header. We can account for these by creating rules for ignoring, but such process unfortunately also leads to increases in false negatives. The behind-the-scenes-rules made the app logic less transparent to users and therefore less trustworthy and dependable for error detection purposes. The app is designed to assist attorneys make the judgment call by automating menial tasks that computers can handle best, not to replace human judgment or to intervene in the chain of responsibility delegation.

5. How long does a typical check take?

It depends on the length of the agreement and how many defined terms it contains, and the computing capacity of the server, but on shorter documents of less than 50 pages, it would be a few seconds, but for 150+ page documents with several hundred defined terms, it could take 2-5 minutes, due to the deep scanning nature of our process. Please note that the time to perform is not necessarily linear to the page number because each additional defined term is also an important factor in increasing app workload and additional time may be required under heavy app use.

6. What is a Paired Document Check?

This feature will come in handy when you come across transactions where one document relies on defined terms contained in another document. A common example would be a collateral agreement in a loan transaction, which may contain a phrase to the effect of: "Capitalized terms used in this Collateral Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement." In that case, our Paired Document Check will eliminate the pain of having to flip back and forth between two documents - it will consider defined terms contained in the Source File when performing a definitions check on the Target File. In other words, Source File's defined terms (both singular and plural forms) will be highlighted green in the Target File. To perform a Paired Document Check, simply email two DOC/DOCX attachments; the first document is considered the Source File, and the second attachment is considered the Target File.