Decide a review question from the facts

Some columns in a due diligence review are not facts but judgement calls: is this contract a change of control risk, is the liability cap market standard, does the clause need to go in the report. Asked of each document on its own, the same question can be judged differently from one contract to the next. Decide it instead from facts the table already holds, under a rule you write, so every row is judged the same way and anyone reviewing the table can see why.

The question that decides each column is would two lawyers reading the same facts give the same answer? If the answer turns on a stated rule, decide it from the facts. If it is something written in the document, such as a date or a party, keep reading the document.

Decide an existing column from facts

1. Open the menu of the judgement column from its header and choose Derive from facts. JuristIQ works out which facts the question rests on.

   

2. Check the list under Facts it rests on. An Existing column is a column the table already has. A new fact has a Label, a Column type and a Question for the new column; reword it until it asks for one plain fact. Remove a fact with the cross, or click Add a fact to add one; a column can rest on up to four.

3. Write the Rule: how the facts decide the answer, as you would explain it to a colleague. For Project Alpha that might be: "Yes if there is a change of control clause and the counterparty may terminate or must consent. No if the clause only requires notice, or if there is none."

4. Click Derive column. New fact columns are created and analysed first. Then the column is decided on every row from the facts, and no document is read for it. The column keeps its place in the table.

If the question is answered by reading the document directly, the dialog says so, and there is nothing to derive.

Go through every column at once

1. Click Derive columns from facts in the toolbar above the table. Each column that reads the document is assessed in turn: Decided from 2 facts for a column that can be decided from facts, Stays as it is for one that cannot.

   

2. When the assessment is done, each column that can be decided from facts is listed, ticked, with the facts it would rest on. New fact columns are marked as new. Click a column to read the rule it would follow.

3. Untick the columns that should keep reading the document, such as a column whose answer is quoted from the contract.

4. Click Derive 3 columns; the button counts the ticked columns, and the line beside it says how many new fact columns are created and analysed first.

The rules cannot be edited in this window. To change one, open the column's menu afterwards and choose Edit.

Write a decided column from the start

1. Click Add column in the table header and choose Write a new question.

2. Choose Decide from other columns instead of Read the document.

3. Under Decided from, click Add column and tick the fact columns the answer depends on. Only columns that read the document can be used.

4. Write the Rule. Click a column's name after Insert: to put it into the rule where you are writing.

5. Click Continue, check the Label and Column type, and click Add column.

In a question that reads the document, typing @ also brings in another column's answer and turns the question into a decided one. To start from one fact column, open its menu and choose Decide a new column from this.

Check and change a decided answer

• An answer that cannot be decided is flagged, and the flag names the fact that is missing or unclear. Correct that cell, and the decided answer is worked out again.
• The sources come with it. A decided answer cites the passages its facts were read from, so you can check it against the document as with any other cell.
• Back to reading the document. Open the column's menu, choose Edit, click Read the document instead and Save. The facts are removed from the column, and every row is answered from its document again.

Tips from practice

• Write the rule so a colleague can disagree with it. "Material" or "unusual" decides nothing. Name the facts and the threshold, so a partner can say the line is in the wrong place and change it once for every row.
• Facts first, judgement second. Check and correct the fact columns before you rely on the decided ones. A corrected fact flows into the decision, and so does a wrong one.
• Keep quotations reading the document. Untick columns that quote a clause or record a date when you derive every column; they are facts, not judgements.

Next, check the answers and sign the review off: check and sign off the review. To set up the standard questions in the first place, see reuse a review grid on the next deal.