Category Archives: Legal

You CAN NOT Safely Use LLMs for Contracts or Legal Work!

Darlene Newman recently wrote a great article that makes it abundantly clear why you CAN NOT Safely use LLMs for Contracts or any other document with any Legal implications whatsoever!

Not only can you not train out hallucinations, because they are a fundamental function of the technology, but every time the LLM touches the document, it can (and likely will) corrupt something that was already correct (and reviewed) before.

In other words, you collect all your reference documents, ask it to generate a contract that contains all of your mandatory clauses, addresses all the risks, incorporates the schedule, specifies the requirements, etc. etc. etc. and get back a 50 page document where the section, paragraph, and sentence quality ranges from masterpiece to monkey on crack. You then spend hours (to days) fixing everything and ask the LLM to simply correct spelling, grammar, and ensure key requirements are met in the new/changed sections only (giving it the original document for comparison). The LLM spits out a cleaned up copy, you review all the sections you updated, it looks good, and you send it out.

Little do you know that because you added an article in one section, shortened a sentence in another section, and improved the grammar in a third section that it decided to rewrite half those sections for you, because it decided the specific requirements you called out for the new sections weren’t addressed enough. In the process, other key requirements are dropped, risk mitigations have been written out, and the contract now heavily favours the other side when something goes wrong. Not at all what you intended, but that’s what you got because you didn’t review all 50 pages with care.

Maybe not too bad if nothing goes wrong, and maybe devastating if it does.

But nothing goes wrong in the short term, so your Legal team decides to use it to try and defend a claim against your company. This is where it goes from bad to much, much, worse. You upload the brief, you outline your counterpoints, you upload your supporting documents — including the relevant law and cases you know of, you ask it to find more law and cases relevant to your defense, and ask it to create your first response. You let it chug, go to lunch, and come back to a 60 page, 220 point response with half a dozen statues and two dozen cited cases.

You go through all the law, realize that only 8 of the statutes are (somewhat) relevant, remove the 3 that aren’t and the fake one the LLM found on the internet. Then you go through all the cases, realize only 14 are actually supporting, 7 are not relevant, and 3 were completely hallucinated and make the corrections. Mark all the paragraphs that are okay, the ones that need updates, and what updates are needed. Get sign off on what’s good, what needs updates, and push it through again. It comes back with a couple of new potential statutes, another 8 potential cases, updates to multiple paragraphs, and you review again. You find one of the statutes potentially relevant, 4 of the cases real and usable, and half of the paragraphs look good. You mark all this, make the updated correction lists, get sign-off, and send it back to the LLM. You don’t notice it also changed 5 of the paragraphs you were completely happy with, changed some quotes to non-existent quotes, and replaced an approved reference with a hallucinated one. This goes on for a few more iterations, where key clauses/references are not rechecked, and you still end up with a 70 page document with a dozen hallucinations, 3 non-existent cases, and faulty logic despite review by multiple senior partners, because no one checked what they were happy with last iteration because they expected the LLM would not change it because they explicitly told the LLM not to.

Unlike an intern, who is naturally lazy and tired of working 84 to 112 weeks for peanuts and will happily ignore anything you tell him to ignore, as well as intelligent (when he chooses to be), the dumber-than-a-doornail LLM recomputes the meaning of inputs on every request, has the same chance of messing up on every request, has the same chance of understanding the request but predicting you were being facetious and actually want it to rewrite the paragraphs chock full of hallucinations, and so on. You don’t notice, submit the brief with $1,000/hour senior partner sign off, and make a mockery of your firm with all the AI slop (as well as securing it a massive fine from a p!ssed off judge tired of AI slop).

And there’s no way to stop it. It doesn’t matter how detailed your instructions are. It doesn’t matter how much effort you go through to lock parts of the document down with automated input and output checks and re-dos when the LLM screws up. Every time the LLM touches the document, something will corrupt. The only thing that is unknown is whether or not is how detrimental the corruption is.

As per Darlene’s post,

Microsoft Research tested 19 AI models across 310 professional documents. They gave each model a document editing task, then another, then another … for 20 interactions in total. Frontier models corrupted 25% of document content by the end.

25%! That’s a lot of corruption of good content. And enough to ensure you get AI slop every time!

You Should Embrace Legal Tech … Backed By Lawyers!

Don’t Kill ALL the Lawyers was our plea earlier this year because, sometimes, yes, sometimes, you do need a good lawyer in Procurement — just not as often as you think. No matter how much you think you can do (and you can do more than you think), you will still need them for

  • (final) contract reviews
  • significant clause interpretations
  • identification of statutes, regulations, and legal decisions you may be subject to
  • review financial and legal reports before submission
  • advisory on incident response plans and alternatives

Basically, while LLM powered Legal Tech can do a reasonably good job of

  • assembling a contract based on mandatory clauses, required terms and conditions, templates, and past similar contracts (which you can then touch up to your liking)
  • identifying clause types
  • identifying statutes, regulations, and legal decisions you might be subject to
  • identifying whether or not key sections are present in a report before submission
  • identify potential incident response plans across libraries

As the tech is NOT intelligent, it cannot

  • identify whether a contract meets your goals, only if it contains clauses that you have identified
  • tell you how a clause is likely to be interpreted by a court, as there is always some ambiguity in a clause, and opposing council might be intent on shoving as much ambiguity in there as possible to increase the chance a ruling goes in their client’s favour if something goes wrong
  • identify how likely you are to be subject to a new statute, regulation, or legal decision where it is a matter of interpretation
  • determine if the report is financially accurate or makes sufficient disclosures to satisfy the letter and the spirit of the regulatory requirement
  • determine the potential legal ramifications of a response

that requires an intelligent HUMAN lawyer!

But as we previously indicated, you can do a lot with some intelligence and tech. And you can do even more if you use Legal Tech backed by real lawyers with Human Intelligence (HI!).

For example, if you power your contract creation with a clause library vetted by real lawyers with annotations as to categories, geographies, and regulations the clause is for / satisfies, the contract creation tool can do a better job, leave you less to edit, and allow a faster review.

If you compare a contract to a clause library with comments and annotations on plain English meanings, best practices, and red flags that was developed and annotated by lawyers with Human Intelligence (HI!), you will have instant insight into what you need to negotiate, watch out for, and counter with. You will only need to involve legal for standard clauses if it is really vague or you need a heavy hand.

If your Legal team identifies which statutes, regulations, or recent decisions could affect your organization, how, and when, and tags the geographies, categories, parties, etc. that could be subject, you will instantly have that information when considering an award and then when drafting/reviewing a contract.

So yes, you should embrace Legal Tech to keep your Procurement timelines down (as well as external counsel fees), but only if it is backed and augmented by lawyers with Human Intelligence (HI!).

Don’t Kill ALL the Lawyers …

… but certainly think about how (much) and when you use them in Procurement and your organization as a whole.

Earlier this month, THE PROPHET asked a very important question regarding Lawyers, Contracts, Procurement, and Tech in 6 parts, which essentially boils down to:

When will advanced tech, especially the tech we have today, replace lawyers for most in-house and even on-retainer Legal services?
To which the doctor replied: Why hasn’t it already?

Right now we have legal-tech so good that you should NEVER use a lawyer to:

Write a contract.
In fact, if you have any contract writing skills at all, even without ANY tech whatsoever, odds are high in your favour that you will write a better contract without a lawyer, especially in tech and supply chain when you know your business, the risks, and the key agreements and protections you need in place and, frankly, the lawyer doesn’t.I can’t count the number of times I’ve been told this is a great contract and there’s nothing wrong with it as we paid XK (where X, depending on the contract type, starts at 5, 10, or even 15), when the contract is in fact mediocre at best, full of holes, and sometimes even worse than the contract the firm was using. But sunk cost fallacy takes full effect, and a slipshod effort by the paralegal, quickly reviewed by the counsel to make sure there is nothing glaringly wrong, and put before you with a big price tag becomes the greatest contract ever written.

And yes, a lawyer will know to look for the presence of key standard clauses that should be in every business contract and contract from your business but, guess what, so will any contract creation / analytics product on the market.

And yes, a lawyer can tell you the potential risks associated from veering away from a standard contract, standard terms & conditions, and standard mitigations, but, guess what, so will any contract creation / analytics product on the market.

There’s very little contract-related value a lawyer can offer that modern tech can’t do, especially in the hands of a tech-savvy contract manager who understands the purpose of a contract and writes the contract in plain English.

Locate the relevant statutes (laws), decisions, and regulations that affect your business.
There aren’t many valid uses for Gen-AI, but large document search and summarization is one valid use, and a use that usually works remarkably well (with a very low failure rate compared to other tasks wrongfully put to these LLMs). No need to pay thousands in hourly billables to dig up what these tools can dig up in minutes and you can review in hours.
Summarize your Financial and Legal (Reporting) Obligations with respect to all statutes and regulations that apply to you.
Again, this is one of the few valid uses for Gen-AI that works quite well as it’s just another type of document set summarization. So why pay a legal team dozens or hundreds of hours when you can get a highly accurate summary for next to nothing in comparison?
Summarize known incident response options, and known benefits/risks of each.
Again, this is one of the few valid uses for Gen-AI that works quite well as it’s just another form of document summarization. And while this won’t necessarily be 100% complete, or give you specific insight to your situation, it helps you get a handle on where you might start.

The reality is that you only need a lawyer to:

Do a final contract review.
To make sure you didn’t screw up a clause, miss a core enterprise requirement they have committed to memory, or address an upcoming risk or issue they happen to know about that you don’t. Considering this is all they really do anyway when you ask them to write a contract (as they are either sloughing it off to the paralegal or just pulling one from the file that is close to what they think you need and just making a few edits), just pay them for what they do that they are good at.
Review the list of statutes, regulations, and legal decisions you believe you are subject to.
Their in-depth knowledge of the law means that a good lawyer who practices in the relevant area will quickly be able to tell you whether or not each statute, regulation, and/or legal decision is relevant to you, key points you shouldn’t miss, and whether there are any statutes, regulations, and/or legal decisions they believe you should also be aware of because they are, or may be, relevant.
Review the financial and legal reporting you plan to do and advise you on completeness, correctness, and accuracy.
They know the law, and how to keep you in line with it.
Advise you on your incident response plan and best alternative options.
Again, these are legal experts who focus on mitigating risks and arguing for a living, unlike dumb algorithms which can just summarize which they are given. This is, or should be, the true value of your legal counsel and when you should really be paying the high hourly fees.

As to THE PROPHET‘s question as to:

When will it happen?
The answer is who knows?

Considering that good contract creation applications have been around for almost fifteen (15) years, where all you had to do was define clauses and variants by geography or category, standard templates by category, etc. and then rules for special situations, and it would assemble a custom template for you in minutes, the base technology should have been common a decade (10 years) ago. Now we have Gen-AI thrown into the mix which can analyze your contract repository, pre-populate your standard clauses and build starting templates, and then customize those based on the buy specifics, you can get a decent draft in minutes with very little manual effort.

We’ve had good semantic document summarization for well over a decade, and Gen-AI has taken that to a new level, most CLM vendors are integrating it, it’s easy to use, can be trained to be highly accurate for this task, and not expensive.

We’ve had good contract analytic solutions for about a decade, which can analyze all sorts of performance metrics, risk metrics, associated costs, and so on.

But yet these solutions have rarely been adopted, when they could save an organization a lot of money, help the organization get their risks under control, help the organization better manage their spend, and help the organization understand its supply chain.

This shouldn’t be surprising given that year after year, as per our recent myth-busting 2025 2015 trends, companies say they want strategic value but only focus on cost-cutting, but don’t even do that right. Only two technologies have been proven to support year-over-year cost reductions of 10% or more (adjusted for inflation), and those are

  1. (advanced) spend analysis
    (not the dinky projects some companies outsource to Big X who use second rate third party tools for poor results)
  2. (strategic sourcing decision) optimization

And how many companies have truly adopted these technologies AND use them in house? Our guess is less than 20% in the first case and we know it’s less than 10% in the second case. It’s like we said in our recent rant on You Don’t Need Gen-AI to Revolutionize Procurement and Supply Chain Management — Classic Analytics, Optimization, and Machine Learning that You Have Been Ignoring for Two Decades Will Do Just Fine!

The Sourcing Innovation Source-to-Pay+ Mega Map!

Now slightly less useless than every other logo map that clogs your feeds!

1. Every vendor verified to still be operating as of 4 days ago!
Compare that to the maps that often have vendors / solutions that haven’t been in business / operating as a standalone entity in months on the day of release! (Or “best-of” lists that sometimes have vendors that haven’t existed in 4 years! the doctor has seen both — this year!)

2. Every vendor logo is clickable!
the doctor doesn’t know about you, but he finds it incredibly useless when all you get is a strange symbol with no explanation or a font so small that you would need an electron microscope to read it. So, to fix that, every logo is clickable so you can go to the site and at least figure out who the vendor is.

3. Every vendor is mapped to the closest standard category/categories!
Furthermore, every category has the standard definitions used by Sourcing Innovation and Spend Matters!
the doctor can’t make sense of random categories like “specialists” or “collaborative” or “innovative“, despises when maps follow this new age analyst/consultancy award trend and give you labels you just can’t use, and gets red in the face when two very distinct categories (like e-Sourcing and Marketplaces or Expenses and AP are merged into one). Now, the doctor will also readily admit that this means that not all vendors in a category are necessarily comparable on an apples-to-apples basis, but that was never the case anyway as most solutions in a category break down into subcategories and, for example, in Supplier Management (SXM) alone, you have a CORNED QUIP mash of solutions that could be focused on just a small subset of the (at least) ten different (primary) capabilities. (See the link on the sidebar that takes you to a post that indexes 90+ Supplier Management vendors across 10 key capabilities.)

Secure Download the PDF!  (or, use HTTP) [HTML]
(5.3M; Note that the Free Adobe Reader might choke on it; Preview on Mac or a Pro PDF application on Windows will work just fine)

For Successful Sourcing Sometimes You Have to Listen to a Lawyer

the doctor is always on the look-out for good articles on (strategic) sourcing and its importance to overall procurement performance in today’s stressful supply environment. Especially if the article isn’t yet another seven steps to sourcing success article. This article by Chris Eastham of fieldfisher was really close, as it provided nine tips to improve sourcing efficiency after telling you that

  • Sourcing is a Live Wire
  • Geo-Political Drivers cause Chaos
  • Technological Drivers cause Complexity

and these collectively compound your struggles, which are exacerbated enough due to organizations taking approaches that don’t serve their overall strategic objectives such as:

  • an insufficient focus on business drivers
  • only seeking piecemeal advice from Legal
  • a lack of project management (that results in key activities happening out of order)
  • a lack of early stakeholder engagement
  • an unsuitable project team (that doesn’t have the right subject matter experts)

And the author is dead on here. These are common mistakes. The author, as noted in our introduction, also had nine tips that included the following six:

  • early engagement of all stakeholders
  • realistic (not overly ambitious unrealistic) plans
  • core team with (enough) subject matter experts from day one
  • the desired results and a business case up front
  • do multi-round tenders that include detailed RFIs
  • define rules of engagement for stakeholders and vendors

But it was the following three that need to be highlighted because the doctor doesn’t see this advice enough in seven steps to successful sourcing articles.

  1. document all key requirements for the project in advance
  2. document all key product and service requirements, including any necessary terms and conditions that must be agreed to for the vendor to engage with the business
  3. get the right Legal team on board before the event is launched

Why are these three tips so tantamount to triumphant sourcing events?

  1. multiple reasons to document all key requirements for the project
    • if you don’t document all key requirements, you can’t be sure you know them
    • you can’t get the project right if you’re missing key requirements
    • you need to make sure you don’t invite any vendors that can’t even meet the key requirements
  2. multiple reasons again to document all key product and service requirements
    • if you don’t document all key requirements, will you buy the right product or service for you and, more importantly
    • you can’t share all the key data with vendors, which is important to ensuring they quote on the right products or service and
    • they can’t self select out if they can not meet any of your core business requirements, which means you could waste time analyzing their bids, optimizing the perfect award, only to start over when they figure out they’re not right for you (or, even worse, when they deliver the first order and nothing works)
  3. multiple reasons to get the right Legal team (which might just be one in-house counsel, or might be three hot-shots from an external firm for a complicated, 100M purchase that can make or break the company)
    • they know the key requirements that need to be addressed and in the contract to minimize internal risks
    • they know the risks of the dealing with companies in other geographies and what you have to consider for the suppliers you are planning to invite to the event
    • they know what should be in the contract, and communicated as such up-front, what should be in an appendix, and what is not crucial
    • they know the data you have to collect to meet the different regulatory (reporting) requirements that your organization has to adhere to, and which requirements you have to communicate with suppliers to make sure they can, and agree to, give you the right data

In other words, Legal, especially for any buy that is financially significant, strategically significant, or risky, is key to get involved in the right aspects up-front. (And note that if you build a team with the right stakeholders, and document the right requirements, Legal will be able to work quickly and efficiently, and even more so if you are willing to use standard templates and insist that vendors agree to your standard contracts and standard terms.)