• Eric Campbell

The amalgamation dilemma


random jigsaw puzzle pieces
Amalgamation: like putting a big jigsaw puzzle together?

Introduction


As automation tools have evolved, so too has the wisdom of merging the content of different versions of the same template into an amalgamated template.


Pre the era of document automation, the debate as to whether or not to have amalgamated templates often centred around the amount of time users needed to spend repetitively deleting superfluous alternative text (e.g. if the template allowed for single or multiple party entities). In the early automation days, there was often a zealousness to amalgamate templates which, in hindsight, may not have been the optimal approach. More recently, automation teams are increasingly re-evaluating their firm's densely-amalgamated templates with overly-complex automation and concluding: the automation of these templates should be simplified.


Why amalgamate your templates?


It is not difficult to imagine why amalgamation was, and still is, popular in document automation projects. From a template maintenance perspective, having an amalgamated automated template should help to reduce the time required to update templates and to reduce the risk of some versions of a template being updated and others not.


Take, for instance, term and revolving loan agreement templates where, pre-automation, there are often separate templates even though they usually contain a large number of provisions that are either the same or very similar. There may also be single and multi-currency versions of these types of loan agreement templates.


Preparing an amalgamated template also provides an ideal opportunity to eradicate unintended differences between template versions. It can give template owners a perhaps rare opportunity to review a suite of documents as a whole, and streamline and harmonise their content.


These gains may, however, be outweighed by the added complexity that amalgamation brings and so it is important to understand when it is a good idea to amalgamate and when it is not. Consider lease templates that need to cater for different types of use (e.g. retail, office and leisure) and, within those templates, different types of tenancy (whole building or part building). There will be lots of similarities between the templates but also a fair number of differences to cater for these different use cases and tenancy types.


When to amalgamate and when not to do so?


It is generally worth merging template versions when the differences between the versions are limited or are primarily located in self-contained blocks of text. For instance, where there are different versions of a template which reflect whether there is one or multiple party entities (e.g. "buyer" or "buyers"). Another example is where there are two versions of an agreement; one that caters for simultaneous exchange and closing and another for split exchange and closing.


In contrast, there are various circumstances when amalgamation is likely to be a bad idea. For instance:

  • Too many variations: When there is an excessive number of drafting differences between the template versions. Yes, the automation can deal with these drafting differences but it can make the template unnecessarily difficult to code in the first place and to maintain afterwards, causing delays in updates being applied and requiring extensive testing. In addition, the readability of the amalgamated automated template is likely to be problematic for both the automator and the document owner. For that reason, it is not usually a good idea to amalgamate versions which reflect whether the template is drafted in favour of one or another party (e.g. seller-friendly and buyer-friendly versions of the same template).

  • Too many versions: Where there are a large number of versions of the same template to be amalgamated. In these situations, consider grouping the templates by similarity and only amalgamate the similar templates. (This approach could usefully be applied to the above lease template example.)

  • Too many idiosyncrasies: Where you have both client-specific and non-client specific versions of the same templates.

  • Too many owners: Where the amalgamation involves merging multiple templates that have different document owners. The automating of these templates and their updating is likely to take longer when there are more document-owner stakeholders. This could even delay release of the templates if one document owner does not have capacity to test their version of the template or if one owner changes their content more often than another owner.


Top amalgamation tips


To conclude, here are some of our top amalgamation tips:

  1. Colour coding: Apply different font colour to text that is relevant to particular template versions during the amalgamation phase and retain that colour coding throughout the initial automation phase. Doing so can make it easier for the template to be automated and can assist with automation testing as it provides a visual check that the correct wording is being output.

  2. Variable naming: Use short, clear and consistently-defined variable names to avoid cluttering up the page with code. Consider using computations or calculated variables for your business rule (i.e. span) logic.

  3. Consider blocks: Consider the best way of amalgamating blocks of text. Is it better to have different versions of that text block or to have one version of that text block which contains automation related to different template versions?

  4. Balance duplication and complexity: It is a fallacy to think that duplication will always lead to inefficiencies. Always balance the risks associated with complex automation (and its impact on testing and future updates) with the risks associated with updating two versions of similar but more easily readable text. Located next to each other in the same template with easily understandable automation tags, two versions of a paragraph could actually be quicker to update and maintain than one amalgamated paragraph containing more complex coding.

  5. Be realistic: Don't be overly-ambitious with how many templates are proposed to be amalgamated and, when amalgamating more than two templates, check the amalgamated template after each version of a template has been incorporated to ensure the amalgamation has been done correctly.

One of the most common queries we get from our clients is whether or not they should amalgamate their templates. Finding the sweet spot between under-amalgamation and over-amalgamation is often an important element in delivering a successful and maintainable automation project. Investing time upfront to analyse the similarities and differences between your template versions will help you to achieve that goal.

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