On Building Git for Lawyers

Earlier this year, I worked on 60 pages of M&A contract documents with lawyers, and I found the change tracking in Word miserable. It's so difficult to see only the delta quickly, it's slow to go back through the history, and it's hard to discuss a change within the tool itself.

It felt crazy that there wasn't better tooling for this, but I also appreciate the difficulty of trying to get lawyers out of the MS Word workflow that they know.

Good luck to the team! I hope you're successful.

I was tech editor on a book that used MS Word versioning. (One chapter per .docx because Word couldn't scale to anything longer). As you say, it was absolutely miserable.

it’s ridiculous that a document formatting app/format is used for creation and storage of documents. especially for official ones that follow strict formatting protocol. all data that satisfies the protocol is just a record! just pop a json into a template-engine and you’re go.

i’m so sad about the shithead influence of microsoft on our society.

Attorney here. Word tracking works just fine for my work and the work of pretty much every attorney I've ever interacted with.

Meanwhile, as another comment in this thread noted:

>Git is a tool built around the needs of software developers. Because git is too complicated and branching, though in principle, would make sense in some situations, is actually pretty difficult to manage (especially for binary documents).

Every alternative I've seen proposed, especially by non-lawyers, has been far too complicated for our needs and attempts to tackle problems that really aren't actual problems in real everyday practice.

It often seems like developers in this space speculate on theoretical problems they feel lawyers must face and create solutions a programmer would appreciate for those.

Have you used change-tracking software that worked well in other domains?

To me, saying that change tracking in Word is fine when you've never seen anything better is kind of like someone 60 years ago saying, "A typewriter is fine, and everyone I know agrees. All these software people are trying to solve theoretical problems with word processing software."

You might not agree with particular solutions you've seen for improving change tracking for legal documents, but I'm surprised you don't see room for improvement in change tracking.

From my experience as a client who had to participate in the process, I saw lots of issues:

First, it's super slow. A large document with lots of tables and lists takes 20+ seconds to load. Searching is also much slower than it should be.

There's a ton of noise. When I was reviewing documents, 80% of the changes that showed up as redline changes weren't real changes but were just formatting updates (e.g., page renumberings, section renumberings). It made it hard to find the real change vs. just formatting changes.

The changes are all in separate files rather than having a single tool that can show you each version in a single place.

The Word doc supports inline commenting, so it's helpful for each side to be able to discuss it internally within the doc itself, but then that creates the risk that you'll accidentally share a version with the opposing side that includes private notes. As far as I know, Word doesn't have any way of making this safe by default. Rather, it's on the attorney to remember to scrub private information each time before sharing it with the other side.

I've also worked on hundreds of M&A deals as a lawyer. Word's version comparison tools (Track Changes, Compare Changes, etc.) are more than sufficient for tracking or identifying changes in a document.

Could it be better? Sure.

But the alternative would have to be absolutely amazing to justify the expense of an additional tool and the time spent learning the intricacies of said tool. Word is already good enough at covering the bases that it's almost impossible for an external tool to be worth it.

There's a ton of noise. When I was reviewing documents, 80% of the changes that showed up as redline changes weren't real changes but were just formatting updates (e.g., page renumberings, section renumberings).

These are real changes. Citations are important for lawyers. For example, in an M&A deal, language in the contract will very frequently refer to another terms, conditions, or other language in another section of the contract. This makes it imperative to be able to track section renumberings, because those internal references matter. (Word does have the ability to create internal cross references that will automatically update when sections are renumbered, but not many people know that this functionality exists...or that it has been part of Word since at least Word 2000.) Also, bold, italics, and other emphasizing formatting can have a semantic bearing on the interpretation of contractual language. They may not be significant to you but they are significant to someone.

As far as I know, Word doesn't have any way of making this safe by default.

This is the same risk you would have with any comments stored within a document shared with external parties. The solution is not to become dependent on an additional tool; the solution is to build it into the process by having an attorney or paralegal spend 5 seconds to scrub the document using the built-in Word tools designed for this task.