7 March 2018

What lawyers can learn from the world of software

There's a common acronym in the world of software development known as "DRY", or Don't Repeat Yourself.

It's a pretty simple concept. All it means is that you should never write something twice when writing it once would suffice.

The idea is that the more complex something is, the greater the chance for error. By minimizing the number of "moving parts", you minimize the risk of something going wrong

This isn't an overly esoteric concept. In fact, most lawyers are probably applying the practice already.

When drafting contracts, for example, you instinctively know to avoid repeating phrases like:

...the 50,000 fully paid ordinary shares in the Target to be sold by the Vendor to the Purchaser...

all throughout the document. There's no reason to write this more than once. It gets incredibly difficult to read, it increases the chance of making a mistake when you need to tweak things in future, and it's just a really inefficient way of doing things.

You intuitively know it's better to just to write:

Sale Shares means the 50,000 fully paid ordinary shares in the Target to be sold by the Vendor.

once, then refer to that definition throughout the document. That's the common sense idea behind DRY.

Most lawyers have a pretty good lock on this. They understand that fewer moving parts means fewer chances for mistakes.

What's interesting is that I'm starting to see some lawyers apply this concept in a much broader context.

Software developers, for example, don't just want to reuse the same pieces of code within a single project. They strive to reuse code across entire projects, leveraging reusable libraries wherever possible.

By doing so, they avoid the upfront cost of writing and testing new code for many basic tasks. Teams become more modular, since minimal time is spent sifting through someone else's custom code. It also allows you to focus on the most important part of the system you're building - the true underlying value to the user.

I think a lot of lawyers are starting to realize the value of this approach to their own practice.

Take drafting a contract, for example.

Certain contracts are always going to address certain basic issues. Corporate constitutions always talk about Affiliates and Annual General Meetings. Joint venture agreements always talk about Notices and Confidentiality.

These, by and large, stay the same document to document. On the rare occasion they need to be customized, only a few words need changing.

Drafting advice is no different. I can't think of any situation where you'd need to explain or summarize the same piece of legislation differently between clients.

Explaining how it applies to your particular client, of course, needs to be tailored. But sentences like the following should probably be written the same way every time:

The Corporations Act allows you to raise a maximum of $2 million from up to 20 non-professional investors within a rolling 12-month period, as long as you make the offer to those investors personally.

I don't mean that this is the only way to explain private fundraising. It just means that once you've decided how to explain something, you and your whole team should stick with it.

Otherwise, you'll introduce subtle variations that snowball over time. At best, this leads to wildly different versions of the same advice that take twice as long to prepare. At worst, some key aspect of the advice is missed.

With more and more demand for fixed-cost billing, I think external firms are starting to understand, at least implicitly, the DRY principle. When you're under commercial pressure, you need better systems and processes to maintain margins. DRY is a key component to this.

In-house lawyers, I think, are even more aware of this than most. Their focus has always been on high throughput and responsiveness at minimal cost. Adhering to the DRY principle goes a long way to achieving these aims.

Creating a Don't Repeat Yourself legal environment isn't too difficult. Most important is a commitment to sharing well-structured, organized and easily searchable information.

It's great to see these kind of lessons transition from the world of software to a newer generation of tech-savvy legal practitioners.