Drafting at a higher level
When creating contracts in Microsoft Word, you will be drafting very concrete clauses — in the sense that each clause that you are writing, will typically have a concrete number associated with it (e.g., “article 5.4”), a certain styling (e.g., Arial 10 with 125% line spacing) and specific information (e.g., Mary Johnson, living in Rue Neuve 1, 1000 Brussels).
The advantages of such concreteness are, obviously, that it is quite easy to reason about. You immediately see what you want on the screen, and can manipulate it in a very concrete way. The downside of this concreteness lies in the practical obstacles to reuse the clause in other contracts, as you will have to:
- manually remove the facts that differ between clauses
- make sure that the styling corresponds to the styling of the target contract
- change any manual numbering that was used — and even with automatic numbering, you will probably have to manually change cross-references that are no longer valid
To foster reusability, clause drafting in ClauseBase is done at a higher level, and less concrete. Note that you will not be writing clauses in the abstract; rather, it will be a step-up, similar to how drafting a document with general terms & conditions of sale would require you to write and reason at a more abstract level than the sales contract between Mr. X and Mrs. Y regarding a used car.
In practice, the higher level of clause writing will require you to take into account that your clause:
- may end up in many different locations of a contract — perhaps as article 5 in a first contract, but perhaps also as article 7.1.6 in a second contract
- should not contain any styling
- should generically refer to facts (pricing, amounts, options, contact details, etc.), instead of “hard-coding” such facts
Numbering in ClauseBase
With respect to the logic behind numbering, ClauseBase differs significantly from Microsoft Word. This was a deliberate decision, because Microsoft Word’s numbering system has become incomprehensibly complex over the years, due to Microsoft’s attempts to hide away complexity — actually making matters worse over the years. Anecdotally, it seems that even in a large law firm, there are typically just a few experts who have to solve all the firm’s numbering problems. Other law firms offer yet another layer of simplicity through additional toolbars… usually making matters even worse for any document that was not created from scratch by that law firm.
If you don’t believe the complexity, then please visit the Microsoft Word expert users group, consisting of Word experts who are awarded by Microsoft as “Most Valuable Professionals”, i.e. helpful Word Gurus. In the introduction to their in-depth discussion about numbering, they warn that the numbering system “is a real brain-breaker”, and that the details on how the system really works is only “for the real masochists among us who just have to know how it works”.
To create a more comprehensible numbering system that is tailored to legal documents, ClauseBase differentiates between two types of paragraphs: headings and body paragraphs.
- Most paragraphs in a contract will be headings. Headings follow the main numbering of a document, which increases or expands with each new heanding.
- Some paragraphs will be body paragraphs instead. Body paragraphs can optionally have numbering, but any such numbering will be reset when a heading intervenes.
In the following screenshot of a non-disclosure agreement, articles 2., 2.1, 2.2, 3., 3.1 and 3.2 would all be headings in ClauseBase. Heading 3.1 has five body paragraphs, running from (a) to (e). Heading 3.2 has two body paragraphs associated with it, but note that the very first body paragraph has number (a) and not (f).
The numbering of headings can run any level deep and have almost any style — e.g., 1., 184.108.40.206, A.[iv] or II.B.(3).g). Conversely, body paragraphs can only have numbering one level deep, typically consisting of a single number (1.), letter (a.) or some kind of bullet (•).
Most importantly, the styling of the heading/body numbering is determined by the styling that was chosen by the user of the clause, and not by the clause itself. This allows clauses to be easily copied and pasted between documents, without you having to adapt any numbering at all. Similarly, it allows clauses to be placed at any location — whether at the main level or as a sub-clause of some other sub-clause — without having to meddle with numbering.
Structure of a clause
In Microsoft Word, the relation between paragraphs and sub-paragraphs is only loosely defined, mostly through the use of the indentation buttons and by tinkering with the left margins of a paragraph. As numbering is applied only in a second step, the numbering does not always follow the intuitions of the human user, as any user of Word can tell.
ClauseBase, however, expects you to be more explicit in how paragraphs relate to their sub-paragraphs.
- Headings should always start with a number — either a single number (1., 2., 3., etc.) or a set of numbers (1.1, 220.127.116.11, etc.). Gaps between the numbers (e.g., a sequence of three headings 1., 4., 99.) are fine.
- Body paragraphs that should receive a number — i.e., paragraphs that you want to treat as a bulleted list — should start with an asterisk (*). If you want to create a sub-paragraph of a body paragraph, then you should use multiple asterisks (**, ***, etc.).
If you use bullets that have a sequential ordering (such as a – b – c, i – ii – iii or 1 – 2 – 3) then the numbering will be “reset” as soon as another heading is encountered, i.e. the numbering will start again at a, i or 1. (This is obviously irrelevant if you use “real” bullets, such as a filled circle or square, because they always stay the same.)
The lesson here is that you should almost always use paragraphs starting with an asterisk below some other heading.
Within a paragraph, you are free to use multiple spaces, if this would improve the readability of the clause. You can even press Enter/Return in the middle of a paragraph to start the next word at the left side. When formatting the clause, ClauseBase will remove all such extraneous spacing.Be aware that a blank line (usually inserted by pressing Return/Enter twice) will cause a new paragraph to be started.
Body paragraphs without numbering
Paragraphs that do not start with an asterisk, will be treated as body paragraphs. They will be treated as sub-paragraphs of the closest preceding heading or numbered body paragraph.
In Microsoft Word, inserting such body-paragraphs-without-numbering in the middle of a list, often leads to unexpected results — e.g., because the numbering of the items below it then suddenly reset.
The following — contrived! — example shows how the use of numbers and asterisks…
… will actually result in something that looks quite different. Please take a moment to check out where the body paragraphs without numbers end up…
By choosing another styling in the document, the very same clause will look completely different. For example, the styling of the next example does not indent the left-margins.