Love.Law.Robots. by Ang Hou Fu

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A recent disciplinary case in Singapore, [Law Society of Singapore v Mohammed Lutfi bin Hussin](https://www.elitigation.sg/gd/s/2022SGHC182) , highlights a common pitfall in legal practice. A lawyer failed to witness the signing of conveyancing documents personally but attested to doing so. Few people may pay attention to a routine conveyancing transaction. Still, this time, the transaction was tainted by fraud: a mortgagor had submitted false documents to a mortgagee to obtain a higher loan. The lawyer’s license was suspended for three years for claiming to have witnessed the signing when he didn’t.

There’s an uncharacteristic lack of remorse on the lawyer’s part compared to other disciplinary cases. Here’s how he described his practice, which seems rather ordinary at first glance:

This was a routine purchase of the Property by [a buyer] financed by a loan taken from a bank. The transaction could be carried out without my seeing [the Buyer]. My staff are fully capable of dealing with routine transactions such as [the Buyer’s] purchase of the Property. If anything out of the ordinary crops up, they will inform me and I will then see [the Buyer] and sort out whatever problem has arisen. There were no issues at all relating to [the Buyer’s] purchase and for that reason, I did not have to see him.

In contrast, here’s what the Court of 3 Judges (in charge of lawyer discipline) thought of that:

[The lawyer] had put in place a “system” pursuant to which he entrusted his non-legally trained staff to carry out conveyancing transactions, including witnessing the execution of conveyancing documents, so that he did not have to meet his own clients, unless he deemed it necessary. Under this “system”, he presupposed that everything was in order until and unless his staff flagged any issues. In relation to [the Buyer’s] conveyancing transaction, nothing out of the ordinary was brought to his attention. He therefore assumed that all was in order and never met [the Buyer], notwithstanding the fact that the latter had engaged him as his conveyancing solicitor.

It’s important to note that witnessing someone sign a document isn’t likely to have stopped the fraudulent transaction. The nub of the issue was that the lawyer had claimed to do something he did not. The Court recognized that some might call this “technical dishonesty”.

But what’s the point of witnessing someone sign a document? The main idea is that it prevents fraud. Anyone can put anyone’s signature anywhere. The lawyer ensures the signor’s identity, understands the document, and there are no signs of duress or misunderstanding.

Who wants to do an E-Will?COVID-19 offers an opportunity to relook at one of the oldest instruments in law — wills. Is it enough to make them an electronic transaction?Love.Law.Robots.HoufuA similar problem persists in the area of wills and testaments.

Post-pandemic, though, alternatives are apparent but with questionable legality. If a lawyer witnesses a signing through Zoom, does it count? If e-Signature can be used, what value does being in person add? Banks don’t use lawyers to prevent fraud all the time too. Document submission, such as income and particulars, can now be received directly through the relevant government agency and authenticated fairly securely by the applicant. The wonders of SingPass!

The question is, would the lawyer have escaped sanction if there was actually a “system” in place? The Court describes this as a “non-system” because the lawyer had abdicated his responsibilities to non-legally trained staff. But what if the lawyer had implemented a system to train his staff on when to escalate, use checklists, verify the work, and carry out audits? Would that be enough? Or is the point that no matter what, the lawyer must be physically present?

We aren’t going to find out because everyone understands that witnessing a signing has to be personal. Furthermore, this is a strict requirement promulgated by legislation, so it’s non-negotiable.

These issues are essential because conveyancing is a prime example of volume work in the legal profession. If a lawyer has to be physically present at every stage of the transaction, this would slow down the process and make it expensive. The practice would be harder to justify in the face of more efficient and cost-effective solutions. More people would believe its objective is to maintain a monopoly for lawyers. Even lawyers may be hard-pressed to find efficient ways to do business and inadvertently find themselves on the wrong side of the law.

For now, legal innovators trying to automate manual processes or implement a “system” would have to be careful if they involved any attestation. It’s the law; you can’t change it, and breaking it would get you in hot soup, no matter how dissatisfied you would be.

The Importance of Being AuthorisedA recent case shows that practising law as an unauthorised person can have serious effects. What does this hold for other people who may be interested in alternative legal services?Love.Law.Robots.HoufuAn earlier post explored another common pitfall.

#Law #Lawyers #E-signature #Employee #LawSociety #Singapore #SupremeCourtSingapore #tech

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu

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Sometime in 2019, I read Technical Blogging and realised several things missing about my blog. That's when I wrote, “Why I would use Excel for my Contract Management System”, as a demonstration of what I learned. Lo and behold, it is one of the best performing posts on the blog.

I want to think that the post was pretty effective. Try and answer a need that a reader may have, etc. However, I think it's more likely because people really want to use Excel to manage their contracts.

Why I would use Excel for my Contract Management SystemHow do I get on this legal technology wave? Where do I even start? A “contract management system” or a “document management system” (“CMS”) is a good place. Business operations are not affected, but the legal department can get their hands dirty and show results for it. If you wouldLove.Law.Robots.Houfu

Two years have passed. Do I still have the same opinion? Would I use Excel for contract management?

I am still using Excel.

Let's go to the ending first: I am still using this system after two years. Many of the complaints I expected still held:

  • It's incredibly tedious. I don't really have the time to input all the fields properly. With the pandemic situation, it's not been straightforward to get cheap help either.
  • Some of the fields I selected were not so helpful. For example, the free text input for some fields like services etc., made it difficult to gain insight across broad data ranges.
  • It just isn't convenient. I wanted badly for the system to let me know when there were expiring contracts. However, I had to set a time manually to open the document and extract the information. This was not a commitment that I could keep easily.

However, the system stood up to be counted on when I needed it. I have been able to locate and check previous contracts, which the original department could not find. Furthermore, when I needed to find out the number of jurisdictions we did business with, it was a simple Pivot chart. A pretty graph I could show my management in less than an hour.

Lessons Learnt

Even though I have stuck with Excel, I found my experience illuminating, and it definitely prepared me for my other projects in implementing document automation and e-signature. Here's a list of lessons I have learned that will give you insights into your own journey.

1. Don't underestimate Excel.

This old green toolbox wears its age well and hints at owners long past, their workday woes and triumphs—the daily grind. Photo by Susan Holt Simpson / Unsplash

The Office 365 apps are not only ubiquitous but are also very malleable. The example close to a tech lawyer's heart is Microsoft Word. Microsoft Word is not an excellent tool for writing court submissions and contracts. But they can do that, as well as letters, forms, notices, policies, documentation and the list. Since you can find Word on many computers at our workplaces, they are used ad nauseam even when there are better ways to write letters or contracts.

If you're impressed with what a word processor like Microsoft Word can do, wait till you see Excel. Of course, writing court submissions with Excel appears farfetched, but I have come across contracts written with Excel. More sophisticated (and correct) uses of Excel include compiling and analysing data and presenting summaries.

If you manage your contracting data in Excel, Excel can process such data to extract and analyse data, as we did in my 2019 post. The information you input in the form might look like a table, but it's become more than that. Using its built-in functions, you can extract and manipulate the data inside.

So, if you find Microsoft Office apps on your computer, don't dismiss them too quickly. It's definitely a part of your toolbox, and you can do some pretty amazing things with them.

2. Seek data, not information

Document folders on the shelvesPhoto by Viktor Talashuk / Unsplash

A strange insight came to me once I tried to push Excel to do more with my information. What's the point of putting in the dates of the contract, the jurisdictions of the counterparty, or governing law of the contract? The most immediate answer is that it summarises the contract and its risk profile as a lawyer. When it's a table, I can broadly see this information across a range of contracts.

For a computer or a program like Excel, this risk profile information has no meaning by itself. To make your data work harder for you, a program like Excel has to recognise special characteristics like dates, categories and numbers. Once Excel knows more about the data it is handling, further processing like analytics over a time span or clustering becomes possible.

Once you have that going, you are no longer dictating to Excel what your information is and how your information should be presented. Now Excel can do some of the heavy lifting for you in computing your data as you explore it. Doing more with less! New insights!

In my experience, staring at the information you have at hand doesn't always immediately deliver data. Special insights came when I used the system more and realised what other information I could capture. Suppose you could explore your contract data with purpose-built systems. That's awesome. However, if you only have access to Excel, it's better to use that than to be led by your feelings around the information.

3. The best tool for the job can be Excel

I had a few hours to kill in Copenhagen, so I went to the Sorte Diamant Library to take some photos. Libraries are quiet places and staff members aren’t always thrilled to hear camera shutters go off. As I was firing away, I noticed a staffer approaching from my side. I said a photographers’ prayer and prepared to get told off. He said to follow him and I obliged. We walked through a door with a “staff only” sign, found our way down a narrow corridor and entered a huge room, dimly lit, filled with archived books. “You’ll get good shots in here”, the librarian said and then got back to work.Photo by Marten Bjork / Unsplash

In reality, you would not be innovating in a vacuum. There might already be several tools in your organisation, and they may have users too. Google Docs is all right, and I'm not too fond of Microsoft Word. I really like Notion too. Would I be able to convince everyone around me to drop Microsoft Word and adopt Google Docs or Notion immediately? It's a tall order.

This is what “no-code” should look like — NotionWhat do we really want from a “no-code” product? Notion shows we want well designed software which can deliver a big impact in small ways.Love.Law.Robots.Houfu

Furthermore, your solution is supposed to fill gaps in the organisation. Every organisation is different so that the best solution has to be customised for each organisation. There may be places and times where adopting a complete, point to point solution is the best approach. Very often, though, you'd have to do some real work of substituting, eliminating, consolidating or reusing something that's already there. You have to lay the groundwork.

A tech lawyer shouldn't focus on what tools are out there but what tools he can have to do the job. At times, leadership is not so forthcoming to invest in a costly platform. To make do, you have to take a look at your toolbox and what you have there. Many of us will find Excel there, so we have to make the best use of it. Explore it, and you will find a pretty powerful tool.

Conclusion

I ain't ashamed to say I use Excel. Compared to having nothing , this is still a much better situation.

Using Excel, the contract management system may have entered a static point — I can't really find a way to improve it significantly using Excel only. As I mentioned in my 2019 post:

However, once you can demonstrate practical benefits and a workflow, stepping up to a real made for the purpose document or contract management system is easier to climb.

The significant improvement now would be to get something that's made for its purpose.

Even so, you could, as I did, find that significant improvement is hard to attain. It's too radical a change, and I can't really demonstrate the benefits that would persuade large sections of folks who may not like the change. If that's the case, we may have to live with our Excel CMS for just a while longer.

On the other hand, there are other aspects in your legal department that you might find lacking, such as e-signatures or intake systems. Perhaps it's time to bring these up to scratch as well. Once others get used to e-signatures, it's a shorter leap to conclude that Excel is not the best solution we can have. Innovation is always a long journey, and at some point, you'd look back at your Excel CMS and find it a milestone of your early efforts.

#tech #ContractManagementSystem #Contracts #LegalTech #MicrosoftOffice #E-signature

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu

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I spent several nights and trips on aeroplanes thinking about how to innovate the contracting process in my company. Though I did do a lot of reading online and offline, it was a lonely journey. I had to separate the puff from the substance and the wheat from the chuff from what I was reading and planning. When I got to action, I realised that having ideas was the easy part; making them work is really tough. Some of that work showed its fruits, but much of it was still unfinished.

Why I would use Excel for my Contract Management SystemHow do I get on this legal technology wave? Where do I even start? A “contract management system” or a “document management system” (“CMS”) is a good place. Business operations are not affected, but the legal department can get their hands dirty and show results for it. If you wouldLove.Law.Robots.HoufuAn early effort. I have mixed views about this post 2 years later.

A tiny book review

At first, I was sceptical about reading another book on the process. ” Sign Here: The enterprise guide to closing contracts quickly “ by Alex Hamilton proved to be different. Alex Hamilton is a founder of Radiant Law, a law firm in the UK that focuses solely on the commercial contract process. They use technology and process improvement to deliver legal services differently. They've been doing it for ten years too, so they are here to stay. I was quite sure I would learn something different from this book.

Unfortunately, the book didn't teach me anything new. Instead, it validated many of my instincts and the conclusion I had reached after pondering the issue for years. That might sound like a nice ending, but I would rather read this from a book than cracking it from some stone and not being sure whether what I had was a real insight or baloney.

So, in short, I recommend the book. It put words to what my instinct and experience were telling me, and I am glad I read it. This is the real deal, in an accessible and practical format that anyone can read.

Sign Here: The enterprise guide to closing contracts quickly : Hamilton, Alex: Amazon.sg: BooksSign Here: The enterprise guide to closing contracts quickly : Hamilton, Alex: Amazon.sg: BooksAlex HamiltonI earn a commission from purchases made through this affiliate link.

Let's Pick Five

If you are not convinced yet, here are five lessons from the book. I think they're wise and spoke to my practical experience.

Thing 1: Speed matters when you're making contracts

Image by Free-Photos from Pixabay

The legal department is usually viewed as a roadblock. We stop others from making bad mistakes. We are the ones who are going to review the contract you just received from the counterparty. These points are valid, but there's a substantial cost in not acting fast. “Sign Here” raises lost revenue, postponed or even lost value and may even undermine relationships as the cost of delay in the contracting process. “Relationships are indeed being created and grown [as a result of the contract process], but successful relationships are often despite rather than because of the agreement.”

So speed really makes a difference. In my view, there's a customer relationship factor. Your internal customers like to hear a response from you. They can also tell our external customers that they care when they respond quickly.

Thing 2: There is no silver bullet

Photo by Cody Wingfield on Unsplash

“Sign Here” proclaims that despite vendors' claims, no single solution would solve all problems in the contracting process. I've always felt sceptical about silver bullet claims. I also felt unsure whether any completely new platform would succeed given its high costs.

There are two facets of real life that make any “silver bullet” difficult:

  • You don't live in a vacuum. I found several guerilla systems for contracting in the wild in my company. Expecting messy people to fit into your system would probably be a hard task, and I was not sure I was spending my capital effectively forcing people to like my favourite solution.
  • Resources are limited. It's simple. I have no budget, and I am still expected to do my regular work properly. Any innovation used to be nice to have. The amount of work it takes to put in a “silver bullet” solution (if there was such a thing) would have been extremely risky.

So no single solution works. You really have to go in there and figure out a good fit.

Thing 3: Change is a long series of steps

Image by wendy CORNIQUET from Pixabay

Related to the “silver bullet” fascination above is the belief that one solution solves all problems at once. It just doesn't work like that. Even if you had infinite resources and a highly motivated core of customers ready to do your bidding, the solution you have just implemented is not likely to be perfect now or in the future. The time horizon “Sign Here” suggests isn't months or years — it's weeks and then improved again later.

For myself, having users and putting solutions into production meant I had to fix bugs, answer questions and listen to suggestions. With some humility, I realised that these fixes and suggestions made the solution better. It also meant, sadly, that I had to get back to the drawing board.

Corollary to the fact that you will have to revisit your work repeatedly, it also means that you have to learn new things all the time continually. 😰😫

Thing 4: Be Clear and Reasonable

Photo by Timothy Meinberg on Unsplash

Consistent with the aim that contracts are relational rather than transactional, “Sign Here” recommends that terms aim first to be reasonable rather than extract maximum advantage, which is whittled down by mano-a-mano negotiations to something you can live with.

Related to the speed of contracting, clear and reasonable terms means that parties aren't sapped by the energy it takes to reach an agreement. I found internal customers are happy when they aren't fighting pointless battles, and when they don't have to explain to the counterparty or their legal department why our terms are so unfair. It also turns out that business folks aren't blind, and they like to discuss strategic matters that really matter to the deal. That starts with shunting out the stuff that doesn't matter.

Thing 5: Some technologies are more important than others

Image by Michael Schwarzenberger from Pixabay

I found the hardest issue with implementing change in contracting is what to prioritize. When you have limited time, resources and leadership capital, the changes you emphasize appears to be very significant. Document automation and AI contract review sound cool, while other less glorious things like storage systems and helpdesks also seem important.

One of the best parts about “Sign Here” is that it sets out a list of technologies you should focus on and why. Conversely, it also highlights technologies that you might hear about, but also their not-so-discussed limitations. It's one of the most fun parts of the book, so I won't spoil it for you.

Instead, I'd highlight the most important technologies that I thought were. It broadly matches the insights from the book.

  • Document template automation (Docassemble)
  • e-Signature (we just implemented DocuSign)
  • Intake system (I'm working on it)
  • Knowledge system (Probably try and perfect the SharePoint site we now have)

docassemble – Love.Law.Robots.Love.Law.Robots.Some of my posts on this blog on docassemble.

Conclusion

Buy the book!

#BookReview #LegalTech #Contracts #ContractManagementSystem #docassemble #E-signature #Law

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu

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😩😢😴 I am not surprised these days were coming, although less than 2 months is a bit sooner than I expected.

I am sure this would make a great post one day , but I am feeling burnt out right now. Implementing a policy is always a tiresome project, but I am glad it's about e-signature. The roll-out has received a lot of praise and I liked many aspects of it personally.

Right now though, I feel like I need to bury myself in a hole and stay quiet for a while. So, forgive me if this newsletter feels a bit truncated than usual.

What I am reading now

Before I leave the topic of implementing e-Signature policies in your company, I just wanted to write about Sign Here: The Enterprise Guide to Signing Contracts Quickly by Alex Hamilton from Radiant Law. I mentioned Radiant Law in my previous post about law firms that are different. I finished this book in a few weeks ago and found it actionable. Unfortunately, I had to obtain my insights the hard way, i.e. looking at things critically and a bit of experimentation.

You don't need to go through that like me. Just buy the book.

Sign Here: The enterprise guide to closing contracts quickly : Hamilton, Alex: Amazon.sg: BooksSign Here: The enterprise guide to closing contracts quickly : Hamilton, Alex: Amazon.sg: BooksAlex HamiltonI earn a commission from purchases made through this affiliate link.

In Singapore, our return to normalcy has been stayed by the latest COVID-19 cluster. What started from a KTV cluster moved quickly into fish markets and has now extended its tentacles in several locations of everyday life here. It's not been highlighted, but this scenario would have been very dangerous at the same time last year. Our neighbours are vivid examples. We have to thank vaccinations.

Amidst all this, there's been talk as to how to push more people to vaccinate. At last, we have come to a very sticky situation.

Adrian Tan on LinkedIn: EXPLAINER: Employers have legal right to mandate COVID shots | 48 commentsCan a business require employees to be vaccinated, in order to protect other employees and customers? Google and Facebook have said that US employees ... 48 comments on LinkedInLinkedIn349 Posts

I actually encounter loved ones who refused to be vaccinated. Many of their reasons aren't rational. They are unmoored by emotions. They are clouded by misinformation. Worse, when you think about it, many of them (like old folks) are the ones who stand to gain the most from vaccinations.

In the meantime, my family and I feel threatened by their stupidity and selfishness.

At this point, I feel that people should be ordered to vaccinate. These subtle nudges just don't help. People who think they are exercising their free choice look like they are just waiting for the rest of us to protect them. What do you think?

Postscript

Somebody might have read my post. I was excited about the HTML conversion of the PDF judgements in the Singapore Supreme Court website but complained why this feature was being hidden.

Now that the page is more powerful, it makes the secrecy about it even more confounding. From a UX viewpoint, the way results are displayed make it look like a PDF is the only way to read them. The hint to the search box still suggests that you can only search case titles. Why improve something if you're not going to show it off?!

New homes for judgements in the UK... and Singapore?I look at envy in the UK while exploring some confusing changes in the Singapore Supreme Court website.Love.Law.Robots.Houfu

Now, the pretty PDFs are hidden by default on the Supreme Court Website. The converted HTML judgement is now the primary way to access the judgement. The search options now seem to have left Beta and are reflecting its new powers in the descriptions.

In order to get the PDF, you now have to click on the judgement and then click download PDF.

... and now the case summaries have disappeared from the page.

Still, It's a step in the right direction. We will take whatever little victory we can get.

Post updates

While I get over my work hangover, I am currently working on my first feature since moving to Ghost. It's gonna be a list of free legal resources in Singapore... and it'd be free. This might upset Full Subscribers, of which they are currently 0 (why? Come on, guys!!). As mentioned, being a full subscriber should be a token to say thanks, and I will be grateful.

I am moving posts slowly in the meantime. The move is nearly complete since I don't intend to move everything here. While I learn more about how Ghost affects my search engine performance, I reckon that I will not make any new restrictions for now.

That's it!

My TraceTogether app now says I am fully vaccinated. Some have claimed that September is the month to go travelling. Well, I don't know much about that. I'll be staying home and nursing my burning out for now.

Thanks for reading, and feel free to reach out!

#Newsletter #E-signature #COVID-19 #Judgements #SupremeCourtSingapore

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu

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COVID-19 brought home a few trends most would not bother with otherwise. Remote working instead of showing up at an office and passing four budgets in as many months — it’s time to question deeply-held assumptions.

One deeply-held assumption which we might not be able to shake off is the archaic and highly formal process of getting wills done. The Wills Act is considerably vintage, dating earlier than the mid-nineteenth century. As such, it contains interesting oddities such as “a blank space shall intervene between the concluding word of the will and the signature”. You can do this by simply pressing “Enter” after you finish writing your will.

What do these restrictions mean in today’s context?

The main obstacle placed by the Wills Act is that two witnesses are required to witness your signing. You can type and save your will on your computer as much as you like, but it cannot be valid until it is witnessed physically.

The physical requirement of witnessing also makes the validity of e-signatures dubious. The Electronic Transactions Act excludes the creation and execution of wills explicitly. Your will therefore must have a physical manifestation, and someone has to use a pen (or other inking devices) to sign it.

Why is there resistance to change?

It’s not as if no one is trying here. Most people would like to attribute this to “tradition”. However, I also believe that this is perhaps the area where witnesses to a signature does have an impact on disputes. Wills can be challenged for various arbitrary reasons; claiming that [the testator was not thinking straight is one of the easiest](GHOST_URL__/settling-scores-through-your-will-it-doesnt-end-well/). When done correctly, your witnesses can provide that evidence.

The remote nature of e-wills and e-signature provides new avenues for attacks on the validity of your will. Somebody else clicked to sign in your place. How do you know someone is under undue influence when you are looking at them through your webcam?

I am not saying that these problems are insurmountable, even today. However, a process that works wells already exists right now. People who care about their will are willing to go to a law firm and pay for it. If a better solution is out there, it has to be significantly better than the current one.

… But this area is certainly looking at it.

Having a process that works does not mean it is perfect. In fact, there has been much movement in this area:

It’s not clear whether the paid services are making money on their own. The “referral” aspect of the business seems obvious in cases like OCBC, so I suspect most services come together with some other (financial planning) product.

Of course, given the legal background, all these services can only draft a will. Execution is either a separate service (usually involving law firms) or DIY.

And there is room for improvement.

I tried the OCBC service and had the opportunity to view the results of WillMaker. From what I can tell, all these options employ an expert system to generate a will. The problem with the expert system is that the service is only as good as the questions asked.

I previously drafted wills as a charitable service. My primary audience then probably substantially overlaps with someone willing to use the OCBC service. If you would like to generate your own will and your assets are uncomplicated, the current services should fulfil your needs 60-80% of the time. The services are thus very substantial and useful. If you have a lot of odd requests and complicated assets, you must go to a law firm to sort out the ends.

The real problem is that most people who want to make a will don’t have any idea what they are doing. I don’t mean this in a legal sense like trying to dispose of your CPF by will. At this point, they are exploring their options or looking for an expert to challenge their conclusions. A will generator that merely does what the user wants may not be enough. The user wants to know whether the will they have in mind is the one they want.

A will that doesn’t inspire confidence in its user isn’t going to go very far. After going through the form filling exercise, users confront the formal requirements of will execution. They get worried about whether they are doing the right thing. Then they realise that they do need a law firm.

In the end, if you are going to go to some law firm anyway, the need to do an E-Will or e-signature vanishes.

Conclusion

This post might sound bleak for people looking for a change. However, look positively, and it is obvious that there is a need that hasn’t been fulfilled yet. Perhaps charging for an expert system is not likely to draw enough people to experiment with their options. The point is that there should be a system that is demonstratively better than what we have now. Only then will there be an impetus to remove the formalistic limitations of wills.

So who wants to do an E-Will?

#Law #tech #E-signature #ElectronicTransactionsAct #LegalTech #Singapore #Wills #WillsAct

Author Portrait Love.Law.Robots. – A blog by Ang Hou Fu