Review over 400 contracts and prepare legal documents amending these contracts within two weeks.
|The Traditional Solution
All-nighters by an army of lawyers.
|The Managed Legal Services Solution
A legal process playbook (backed by lawyers and technology).
Often, law firms get large corporate transactions over the line with brute force: a huge number of lawyers spend a huge number of hours completing the same task over and over again. This approach works if the priority is the end goal, rather than how you get there (or the cost of getting there). A managed legal services solution has advantages for both the lawyers saddled with the transactional work and the client. At its core, a managed legal services project involves a combination of:
- process design;
- technology; and
- legal expertise.
Lawyers can work efficiently, focus on where they add the most value and complete transactions more quickly and cost-effectively for clients. However, running a successful managed legal services project involves understanding which tools work best for a specific transaction. You have to be flexible and prepared to innovate. You can’t simply revert to a set of tools which may have worked well in a different project. That’s where a playbook comes in.
The Case Study: 400 Documents, 2 Weeks
Our brief from a client was to prepare legal documents which would either vary or terminate over 400 existing contracts. We had to deliver these legal documents within a strict two-week timeframe.
The good news: the existing contracts had some level of commonality; they all related to a standard business transaction for the client.
The bad news: we had no visibility over which contracts deviated from the standard template. It was unclear which contracts had the company’s standard terms and which our client had negotiated (and, if our client had negotiated them, how they incorporated these changes into the final version). Given the time sensitivity of the transaction, we couldn’t conduct an in-depth review of every contract before the project kicked off.
Instead, we created a streamlined workflow that combined the review and drafting processes. Building and maintaining a living playbook was critical to performing the work accurately and on time.
What is a Living Playbook?
In managed legal services, a living playbook is a tool which incorporates elements of process design and legal expertise. It sets out a detailed process flow for legal tasks and captures a client’s instructions. Additionally, it breaks down the overall process and technical legal knowledge into a comprehensive, step-by-step guide.
Further, a playbook sets out a range of scenarios and what to do in each. It acts, in part, as a knowledge bank. For example, a negotiations playbook would set out a client’s pre-approved position on commonly requested amendments. Additionally, it lays out the standard process and where you expect that process to deviate due to commonly encountered issues. It can also explicitly define fall-back options.
Where relevant, a playbook can explain not only how a particular task should be completed but why it needs to be completed that way. This means explaining the client’s priorities and detailing the intended objectives of the transaction. Accordingly, lawyers can approach tasks through a critical lens and remain alive to potential roadblocks, rather than falling into the trap of rigidly applying a formula without continually testing whether it works.
Advantages of a Playbook
There are three main advantages to a playbook. It:
- ensures consistency;
- promotes visibility; and
- acts as a ‘living’ document.
1. Ensures Consistency
The playbook is a single point of reference and a set of instructions and standards for all team members. This creates greater certainty for a client that the high volume of work is of the same quality.
In traditional transactions, although they may receive the same initial set of instructions, lawyers will have individual preferences for drafting and review processes. A playbook minimises individual discretion, avoiding different lawyers interpreting the same clause in different ways.
2. Promotes Visibility
Secondly, the playbook creates and promotes transparency and accountability. A checklist process heightens this visibility, so team members can track their work. Both the managed legal services provider and the client can be confident that all lawyers are following the same processes.
Capturing the context of a project in a playbook also ensures that important knowledge isn’t concentrated in the mind of one partner or a few senior lawyers. Anyone part of the team can pick up the playbook and run with the project. This is an important part of scaling legal resources. You streamline the onboarding process for lawyers joining the project, which means you can quickly scale in response to the changing demands of the transaction.
3. It’s a Living Document
Finally, you shouldn’t treat a playbook as a ‘set and forget’ document. The best playbooks are ‘living’ documents that are continually evolving to capture the most up-to-date intelligence on the project.
As lawyers work on the tasks, they are continually ‘testing’ the playbook across different scenarios. If any gaps appear throughout this process, lawyers can discuss them with the client and update the playbook for future reference. Therefore, you build ongoing learning and development into the playbook.
How to Develop a Playbook
You must ground your playbook in legal expertise. Accordingly, creating a playbook is about understanding – at a technical level – the tasks and mapping out how to generate the legal output.
Our playbook in this project set out:
- the critical issues to look out for when reviewing over 400 existing contracts; and
- how to amend the template variation and termination documents.
We needed to ensure the documents we generated were based upon the same template. As that template was updated at a few points throughout the project, lawyers needed to check which version of the template they were using.
We also created a standard process for generating hard copies of the final documents (for execution purposes).
1. Reviewing the Contracts
We firstly needed to ensure that the template documents made legal sense in the context of the existing contract. Therefore, we had to consider which clauses we were varying and what issues those clauses addressed. The playbook directed lawyers reviewing the documents to look for the particular clause, but also to consider whether it was consistent with the clauses in the template document. If there were inconsistencies, we laid out a strategy for addressing them.
For example, the template termination document may assume that the existing contract allows for termination at will. Accordingly, the template termination document may state that “termination is being effected pursuant to clause 13”. In this example, the playbook would ask lawyers reviewing the existing contract to confirm that the wording of clause 13 (or its equivalent) expressly allows for termination by our client.
2. Amending the Contracts
The playbook also set out how lawyers must draft the specific variation or termination document for each contract.
Take the following example. The template document varying the existing contract refers to the date the parties signed the existing contract. Therefore, a lawyer must identify the date as part of their review of the existing contract and insert it into the template. The playbook may direct the lawyer as follows:
|The Agreement entered into by the Parties on [contract date] is amended as set out in this Deed.||
Insert the date the contract was entered into. Generally, the date the contract was signed and entered into is handwritten in Item 2 of Schedule B. If the date is written here, insert this date.
If the contract date is not in the agreement, amend the template to refer to the “Commencing Date” (i.e. the date the contract began, rather than the date it was signed).
Amend this sentence to: “The Agreement entered into by the Parties with a Commencing Date of [insert Commencing Date] is amended as set out in this Deed.”
“Commencing Date” is a defined term in the contract and is generally found in Item 1 of Schedule B.
Playbooks are a critical tool in running managed legal services projects. Investing in a playbook at the outset and taking the time to maintain it throughout the life of the project ensures you can complete the project at velocity while maintaining high legal standards. It’s an innovative approach to transactional projects that can transform the delivery of legal services to large corporate and enterprise clients – creating opportunities for cost-certainty and increased efficiencies in high volume legal work.
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