XML and Microsoft Word as Foundations for Contract Construction

»Bjorn Nelson, »HyperVision, Ltd

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Abstract

Compliance and conformance are major challenges facing the efficient construction of legal documents. Multiple instances of both compliance and conformance requirements exist in any complex construction of a legal document. Such requirements reflect internal policies, government regulations, product specific language, location specific language, and/or individually negotiated terms. Examples include incorporating state or local regulations, product specific wording and previous negotiated language specific to a vendor/client or group of vendors/clients.

XML coding of documents forms part of the solution in that it allows specific fragments to be accessed and interpreted in support of the compliance requirements governing a document. However, the answer is more complex than XML alone. While XML can provide a foundation framework for contract construction and maintenance, attorneys and other legal staff have neither the time nor the desire to learn XML. Legal users therefore need to work in a familiar editing environment that can maintain the information in XML. This presentation outlines the Lease Construction and Conformance System (LCCS), a solution developed by HyperVision, Ltd in collaboration with a Big-5 Consulting firm. LCCS automates the process of authoring structured, legal documents using Microsoft Word as the editing environment. Specifically, this application expedites the construction of shopping mall leases for the second largest self-administered U.S. regional retail mall real estate investment trust (REIT). This REIT demanded flexibility, accessibility, simplicity, conformance, timeliness, and future applicability before choosing the technology.

In fact, LCCS uses several technologies. Document editing takes place through the friendly WYSIWYG interface of Microsoft Word. HyperVision’s WorX™ for Word plug-in applies XML structure to the documents. A Visual Basic front-end e-form guides the data entry process. The WorX™ API performs final assembly and compliance tasks.

LCCS begins with an e-form session in which authors specify conditions and business rules that drive the lease construction. Conditions include mall name, tenant name, square footage and rental rates. After finalizing the e-form information, the author initiates the lease drafting process, resulting in the automated creation of a new Word document. Information selected and entered in the e-form drives language, calculations, dependencies, and red-lining in the construction of the lease.

During the drafting process, the VB e-form merges the user-entered data with standard XML content. This step is performed using the Microsoft XML parser and it involves replacing certain general sections according to specific business rules. Once an XML document is constructed, the information is imported to MS Word and a general plug-in for editing XML takes over. The WorX API allows programmatic import and export of XML data to and from Word that in turn allows run-time access to XML elements and attributes within Word. The API also allows application of Word styles to the XML lease.

The resulting lease document is stored as a hybrid between a Word and XML document known as a WorX document. This document can undergo further manual modifications, and can be used as the basis for constructing future leases.

Table of Contents

1. Introduction

2. WorX Overview

2.1. The WorX API

3. LCCS Overview

3.1. Creating a new lease document
3.2. Conforming to an existing lease document

4. Conclusion

Acknowledgements

Biography

1. Introduction

2. WorX Overview

To understand the operation of LCCS, we must first understand some of the underlying technologies upon which the application was built. The first of these is WorX for Word from HyperVision, Ltd.

WorX is a generalized XML editor based around the Microsoft Word environment. It allows users to add structure to documents while they are creating traditional Word content. In addition, XML import and export operations are supported. There is some initial set-up involved before editing can take place, but the only prerequisite is an existing DTD.

The typical steps for creating XML documents in Word are as follows:

Use a DTD as the basis for a WorX document type.
Create a document instance based on that document type.
Add structure by importing existing XML documents or creating content from scratch within Word.
Export the resultant document to XML, if need be.

The first step is accomplished by means of the WorX administrator, a utility for associating XML information with aspects of Microsoft Word. The Administrator will create a Word document template to complement the XML DTD. Styles from this template can then be mapped to XML elements through the graphical user interface illustrated below.

Figure 1. WorX Administrator Interface

For example, let’s say we wanted to associate an XML element called “Title” with a Word style called “Heading 1”. Once this association is established, we will see the following behavioral modifications to the WorX product:

When XML documents or fragments are imported or pasted into WorX, “Title” elements will automatically receive the “Heading 1” style.
When users attempt to create “Title” elements within their documents, they will have the option to apply the “Heading 1” style automatically, thereby enforcing a styled template.
An XSLT style sheet can be programmatically generated, and will contain the CSS equivalent of the “Heading 1” Word style. This style sheet can then be used to view all exported instances of WorX documents.
Legacy documents containing the “Heading 1” style can have “Title” elements automatically created via the WorX “Structure from Style” functionality.

Of these, we are most concerned with the first, as the LCCS product needs to seamlessly apply Word styles to many XML elements.

Once the document type has been created, we can instantiate a new document. This results in a blank Word document along with several user interface additions, due to the WorX product. Below we can see a blank WorX document, with a graphical view of the schema in the left-hand pane of the window.

Figure 2. WorX Editing Environment

Document editing can then take place, employing Word toolbar buttons for structural modifications.

2.1. The WorX API

In addition to a front-end editing interface, the WorX product includes a COM API for use by developers. It is this API that we make extensive use of within the LCCS product.

The WorX COM API is designed to mesh seamlessly with Microsoft Word’s API and the MSXML 4.0 DOM API. For example, an API client application can retrieve an XML document fragment from a server and paste it directly to a WorX document; or it can retrieve a plain text fragment from anywhere, paste it using Word’s API, and then apply structure using the WorX API. Any element of a WorX document is readily exportable as a standard DOM fragment.

From a more technical perspective, the WorX API allows a client application to:

Create WorX documents and open existing ones
Import and export XML fragments and entire documents
Create, rename, and delete document elements
Examine and modify element attributes
Perform various structured Copy-Paste operations
Have direct access to the raw content of the Word document (through Word’s own API)
Write-protect document elements with a password
Retrieve validation results for specific elements and for the entire document
Access WorX configuration and Document Type information
Examine the schema/DTD and "mapping" information attached to a WorX document

3. LCCS Overview

This section outlines the process of creating new lease documents and conforming to existing lease documents.

3.1. Creating a new lease document

When a tenant is new to the LCCS system, there is no existing lease contract associated with them. Without LCCS, contract authors would use a process of copy/paste to piece together a lease contract for this new tenant. However, with LCCS, the process of document creation is automated and controlled.

The new lease creation process begins with a user interface referred to as the “e-form”. This interface was implemented in Visual Basic and is the medium by which authors specify conditions and business rules that drive the lease construction. Conditions include mall name, tenant name, square footage and rental rates. The following is a representation of one portion of this interface.

Figure 3. LCCS e-form interface, page 3

On this screen, users are allowed to pick and choose applicable legal clauses by means of check boxes. As shown above, the user has decided to waive the “Aggregate Rental” and “Anchor minimum annual rental increase” clauses. As a result, certain content in the document will be stricken once the lease is drafted. Below, we can see the result of waiving such clauses. The document contains two sub-articles (“c” and “d”) that have a strikeout style applied to them.

Figure 4. Resultant lease document

After finalizing the e-form information, the author can save their work to an intermediate XML file. This file represents a serialization of every element in the user interface.

The next step is the initiation of lease drafting, resulting in the automated creation of a new Word document. Information selected and entered in the e-form drives language, calculations, dependencies, and red-lining in the construction of the lease. However, in addition to user-entered data, we must have some pre-defined content with which to populate the document. This content is stored as an XML file, and represents the skeleton of a lease. The process of using this XML file to create a new lease is as follows:

Load the skeletal lease document into memory by means of the MSXML parser.
Modify the lease content according to business rules stipulated by the user (from the e-form interface).
Create a new Word document in which to insert XML structure.
Use the WorX API to insert the XML structure and automatically apply Word styles to XML elements.

This process is illustrated in the figure below.

Figure 5. New lease creation process

Once the document creation process completes, the user is presented with the finished product, as seen below.

Figure 6. Newly created lease contract

At this point, the author can make manual revisions, if they wish. They need not have knowledge of XML, and can simply treat this as any other Word document.

3.2. Conforming to an existing lease document

Once a tenant has at least one drafted lease associated with it, we have a basis for generating future leases. However, there is a set of rules governing the reuse of lease content. Certain clauses are copied verbatim from the base document to the new document. This is known as conformance. On the other hand, certain portions of content need to revert to standard language (specified in the skeletal lease document). Finally, certain sections require interaction with the author. They must choose whether the clause is to revert or conform. In this case, the user is prompted with a dialog box during the conformance process.

For example, assume that the following section (Article 7, Sub-article a) exists in a recently drafted lease document, where the tenant resides in a mall named "Mayfair Mall".

Figure 7. Mayfair Mall lease content for Article 7a

When a user drafts a new lease based on the "Mayfair Mall" document, they will be presented with a dialog box for Article 7, Sub-article a, like so:

Figure 8. Conformance resolution interface

If the user chooses to conform, the "Mayfair Mall" content will remain. However, if they choose to revert, standard language will be inserted into the document as follows:

Figure 9. Standard lease content

The mechanism for determining the conformance behavior of document fragments is XML attributes. This is illustrated by viewing some of the XML structure associated with our previous example:

<Article number="7">
<Subarticle number="a" conforms="ask">
 	…
</Subarticle>
</Article>

The values associated with the "conforms" attribute are enumerated as "yes", "no" and "ask". In this case, the attribute has the value of "ask", which indicates the need for user clarification. Hence, the user will be prompted with the dialog box seen above, in order to provide such clarification. If the value had been explicit (“yes” or “no”), the system would have transparently taken the appropriate action with the document fragment in question. This process will continue until all conformance issues have been resolved.

4. Conclusion

We’ve seen an overview of the LCCS system, which can be used to build documents automatically from various XML fragments and according to various business rules. However, the benefits of this XML application are even more far reaching. Since a contract, and in this case a lease is part of a greater information exchange in the business process, XML allows for the exchange of information to and from other business applications. Business terms can be captured on the web and/or in a CRM system and handed off to LCCS for the purpose of producing the contract. Once the lease is executed, selected business terms and clauses from the contract can be handed off to applications that perform such functions as billing, project management, and contract management.

Acknowledgements

The author would like to thank Barbara Race, Jarett Isralow, Min Ho Park and Pradeep Jain for their contributions to the LCCS project.

Biography

»Bjorn Nelson

Project Team Leader

»HyperVision, Ltd

»Franklin, Wisconsin

»USA

Email: bnelson@hvltd.com

Web: http://www.hvltd.com

Since joining HyperVision in April of 2000, Bjorn Nelson has played an integral role in general WorX development activities. He also consults on custom implementations of WorX. Bjorn’s expertise in C++, Visual Basic, MFC, ATL and COM form the basis of his development skills. Previously Nelson worked to develop software in-house for a pharmaceutical firm. He holds a BS in Computer Science with a specialization in Computer Engineering from the University of Wisconsin – Parkside. He also holds UNIX System Administrator and Microsoft Certified Professional (Visual C++) certifications.