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Comment by mushufasa | Hacker News Reader

I have found it impractical to get lawyers to use anything other than Microsoft Word even when there are clear benefits (like online collaboration and shared version history). The reason they give is that they don't want a shared history (need to be able to clean document history for sending to external stakeholders) and that they know the other side will be using Microsoft Word anyways. So it's an equilibrium because they know the other side will use Microsoft word so then they have to use Microsoft Word.

I have forced our lawyers to use better technologies but then we end up with Microsoft word documents from opposing counsel. So back to Word it is.

There's a gravitational pull that is not worth us spending any % of a $1000/hr bill on; this is a scenario where doing anything different where they have to be trained is costlier than keeping the status quo, where that is a MSFT Word license the fraction of the cost of a billable hour.

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The domination of Word over contract negotiations seems crazy from my engineer's point of view. Just to get a contract through with a few changes, we go through Word diffs, manual review, and these crazy confusing to parse tracked changes. And then when everything is said and done, the lawyers produce a "final PDF" and we have to run another comparison in Acrobat.

It's always seemed to me that git is the answer, but yeah, you'd need to prevail over the serious network effects of Word, deal with formatting (provision numbering, definitions, etc), and provide ways for lawyers to ignore the history or start from a clean "accept everything" slate at any phase of the negotiation. Not to mention all the back and forth happening over email in between drafts that can sometimes be valuable or even legally useful later on.

I think it's a matter of perspective. I don't think lawyers would typically view Word or ChangePro as being difficult to use - certainly, trying to get them to learn git would be a significantly greater effort. Outside of tech circles, I think that is true of clients as well.

The main problem I run into is people using conflicting diff software (eg, you generate a blackline of two Word documents using ChangePro, but you forget to PDF it before it goes to the other side, so they put through some changes on the blackline document in Word tracked changes). These things can be avoided through sane configuration options. Maybe git is an objectively better solution but even if it is there is a huge local maximum problem.

>The domination of Word over contract negotiations seems crazy from my engineer's point of view.

Lawyer here: because your engineer's POV is wrong. I don't know what else to say. It comes from a lack of knowledge of how lawyers actually work and therefore what we actually need for our work. It is not identical to what software engineers need or want for theirs.

The drafting process is the area in transactional practice that least needs "disruption". The process is long-settled and fairly universal. Track changes are not "crazy confusing to parse", they're a simple and easy way to know who edited what and when. Version control? Basically meaningless for lawyers. The only version of the contract that matters is the most recent one, so we just need a way to track that. In actual practice we don't just revert back to some older version; that doesn't even make sense to someone who understands what we're doing.

What really needs disruption, or at least improvement, are contract management platforms. I've worked with all the major ones and they're all pretty bad and clunky in their own way (IME Ironclad is the least-worst but still leaves much to be desired).

If someone could develop a simple, intuitive system for extracting and recording certain agreement content and making that searchable (and transferable!), as well as storing and searching agreement documents generally, it would be amazing.

> The only version of the contract that matters is the most recent one, so we just need a way to track that. In actual practice we don't just revert back to some older version; that doesn't even make sense to someone who understands what we're doing.

so every lawyer on earth is able to use word 100% of the time without ever losing data, removing a sentence or closing a comment by mistake ?

A glib response to a glib question: frankly, yes.

This is not an actual problem in real-world practice. Change tracking is easy and fairly universally understood. I see this idea from engineers that what lawyers do is try to slide in secret edits and a lawyer’s job is to be ever-vigilant for these secret attacks, but this is not how lawyers actually work.

Only non-lawyers imagine this is some huge issue that lawyers grapple with and for which they cry out for a solution. Again, it really would behoove any would-be saviors of the legal profession to engage with actual practitioners and listen to what their actual problems are, not what you strongly feel they must be.

> A glib response to a glib question: frankly, yes.

that's wild. My experience editing word documents is that you have to have a dozen backups to be sure not to loose something due to basic keyboard / mouse manipulation mistake. I wonder what is their secret.

Try updating your version of Word, it sounds like you’re having some rather severe technical issues.

It's not a problem with word, it's a problem with anything that allows keyboard input. There's not a week where I don't see a mistakenly removed line for instance when checking a diff before commiting.

I'm going to name the phenomenon you're arguing against "UX projection".

As a software engineer, when I imagine myself doing a lawyer's job, I would want a tool like this. But that misses the point. Good UX requires first being attentive to the actual problems expressed by users. Otherwise we end up with the pretense of empathy: projection.

> Again, it really would behoove any would-be saviors of the legal profession to engage with actual practitioners and listen to what their actual problems are

That may be a good idea, but not because they’ll tell you what their problems are. Asking people what their problem is leads to responses like ‘faster horses’ instead of ‘cars’, and this whole Word situation reeks strongly of that.

That's funny, to me it reeks strongly of solutions in search of a problem.

I dropped out of law school before ending up in tech, but my parents are lawyers, my sibling is a lawyer, a large chunk of my social circle are lawyers, and I act as a go-between connecting my lawyer friends and family with non-lawyer friends who need some legal help (and also someone who speaks lawyer fluently enough to translate to normal people). All of this is just to say that the ideas that:

1) change tracking is easy to use and universally understood 2) timestamps in document names solve the version problem, and 3) that emails traded back and forth work as a document history

does not at all mesh with my experience or with the complaints I hear from friends and family in the legal profession. Even just when I'm helping friends in software negotiate contracts, which usually just involves me, one other engineer, and one lawyer, changes pretty frequently get lost or go unnoticed. Versions frequently get mixed up (altho the blame for that usually falls on bad search engines in email clients). Lawyer friends have complained to me about conflicting timestamps and about larger documents with hundreds of changes being tracked that work slowly and are difficult to parse.

I definitely think engineers are too quick to throw a "one easy trick!" at a big messy problem like this that obviously has a bunch of social/network elements in addition to technical challenges, but saying that the current situation is functional for most participants doesn't really seem to be accurate.

> does not at all mesh with my experience or with the complaints I hear from friends and family in the legal profession. Even just when I'm helping friends in software negotiate contracts, which usually just involves me, one other engineer, and one lawyer, changes pretty frequently get lost or go unnoticed. Versions frequently get mixed up (altho the blame for that usually falls on bad search engines in email clients). Lawyer friends have complained to me about conflicting timestamps and about larger documents with hundreds of changes being tracked that work slowly and are difficult to parse.

that is exactly my experience with any shared document > 20 pages in word

> The only version of the contract that matters is the most recent one, so we just need a way to track that.

Another lawyer here: This is correct. (To uniquely identify the most recent version, it's extremely helpful to hard-code the date and time into the file name and in a running header. EXAMPLE: "ABC-XYZ-NDA-markup-2022-01-31-1510-CST.docx" (or use UTC if dealing with other countries' time zones).

The moment you start doing this, git becomes the better solution, no?

If multiple parties are mailing word documents back and forth (even with date in title), it becomes crazy.

Nah, we do the same thing the parent does with file names. Works just fine.

> The moment you start doing this, git becomes the better solution, no?

You think J. Random Lawyer is going to learn, and use, git? ROFLMAO — half the lawyers around don't even know how to use styles in Word, and they think the way to add spacing between paragraphs is to leave a blank line.

+1, Many developers can barely use git.

> Version control? Basically meaningless for lawyers. The only version of the contract that matters is the most recent one, so we just need a way to track that.

I think you are talking about versioning executed contracts, in which case I kind of agree with you, though there are some corner cases where it would be helpful to track all the amendments/restatements to a contract over time.

But I do think versioning of drafts is important in all but the most basic negotiations because parties expect redlines with each draft and different parties may expect different redlines (because not all parties are necessarily recipients of all drafts, eg, if there are some discrete points being negotiated amongst a sub-set of the parties).

But as I have said in another comment, that kind of version control is already available to lawyers. And in general, I agree with you - the actual pain points for lawyers (and their clients) are not the ones that software developers tend to focus on when they talk about disrupting the legal sector. There are a lot of solutions in search of problems.

If you ever want to chat about your ideas on contract management, hit me up. I'm an NYC based software engineer, email in profile.

Another (transactional) lawyer here. While I generally agree with this, there are still circumstances in which something like a VC system would be useful. It's not uncommon for documents to go through a dozen or more (sometimes significantly more) iterations before being finalized. It would sometimes be useful to know in which version a particular fragment of language was inserted. But this can be worked out "manually", and indeed I think the real issue is that the value add of a VC system is probably small enough that it's just not worth any significant additional complexity. Having said that, I've long considered doing a lunchtime brownbag session on git, just to blow people's minds about what is possible.

I do disagree about "Track Changes" though. That quickly becomes an incomprehensible mess. Better to avoid Track Changes (except in very small/simple agreements where you don't expect more than one or two turns, in which case it can be useful) and send a "clean" and redline version (based on the immediately preceding version) on each turn.

SharePoint has version control for Word documents. It's better suited for that than Git.

Also, mailbox full of back and forth emails with successive versions of document in attachments is also a version control system. It just needs better tooling.

> The only version of the contract that matters is the most recent one ...

Replying to add that there is a simple reason for this: Virtually every written contract includes an "integration" or "whole agreement" clause that states that the current version is the final version of the contract and that it supersedes any prior oral or written agreements between the parties.

All you need is the political clout to get a court system or some big agency with quasi-judicial functions or a big city to adopt.

It’s definitely possible. Adobe is a great example of a success story in the space.

Problem is that for plaintext, you need a benevolent billionaire to fund the lobbying.

> Problem is that for [most useful things], you need a benevolent billionaire to fund the lobbying.

I'm really starting to hate this. But what can any of us do?

Why does the editor matter, really? The lawyers can use Word if that's what they are best at. It seems orthogonal to the issue of managing digital signatures. The service can just as easily send an email with a hash/digest of the document version, the /s/ lines for all the signatories, and the document itself attached, as the "fully executed document"

The problem with git for general text work is that it is distributed VCS... even software engineers struggle from time to time with the concept that changes can happen in isolation on separate copies then merge back to the "master copy" in a conflicting way that must be solved.

If you were to pick a VCS for non-technical users (e.g. a group who historically just produce word documents), it would probably have to be a non-distributed system like SVN that allows for file locking. Conceptually, central VCS and file locking etc is much easier to understand for non-technical people than distributed VCS and merges in my experience; it's no surprise to me Word offers SVN style locking too for collaboration, which of course is anathema to the way git operates.

Git can for sure solve this problem, I just think its too complex to use for most Word Processor users, especially conflict resolution, and is generally ideologically opposed to providing features to lock shared documents down.

I have felt this exact pain. I think I know the path to overcoming Microsoft Word in the legal world.

It will be a long road, but it will happen sooner or later. I think we can make it happen sooner.

I got one set of lawyers to stop using word once. Large game platform holder would send us EULAs in word format with all sorts of nice legal placeholders. Then they had us plug those into the eula tool they developed for the the platform, which only accepted like 5 total html tags and no unicode or smart characters. We had an engineer spend about 2 weeks writing software to convert them and hand checking the eulas. Finally I had a chance to talk with legal on another matter and asked "could you just send this to us in plain text?" they responded, "oh hell we have one of our paralegals spend like 1-2 weeks each game making them really nicely formatted so they look good, does none of that work" me: "no", them "what formatting works", me: about 15 minutes explaining basic html in word parlance. Them "got it, we'll make it look good in Notepad.exe and send those from now on as .txt attachments to emails.

And they did. Saved several weeks of work on both sides per game.

Lawyers aren’t the users here.

The users of law are normal people and companies that need to transact with untrusted parties.

Well-paid lawyers clinging to Microsoft Word are a cost centre to most businesses, much of which could likely be automated.

This isn’t necessarily a threat to the legal profession. See the history of accountants and spreadsheet software.

I think conversion between docx and plaintext is a possible solution, contracts aren’t known for fancy formatting

Outline numbering, cross-references and tables are all common features of contracts which are difficult to capture in plain text.

Also legal entity diagrams, picture appendices, and often math formulas with Unicode

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