Legal Markdown

This gem will parse YAML Front Matter of Markdown and other Text Based Documents. It will work with more than only markdown.

Typically, this gem would be called as a preprocessor to a primary renderer, such as Pandoc, that would turn the document outputed by legal_markdown into a document such as a .pdf file, a .docx file, an .html file for web display. It is easy enough to build the gem into your work flow by calling the gem just before your primary processor builds your document.

Despite its name, Legal Markdown is not actually dependent upon markdown. It is agnostic in this regard. Indeed, it does not depend on markdown, or any of its flavors at all and should work with rst, latex, ascii or other text based documents. If it does not work with these types of documents please let me know via Github Issues and we'll try to work out a solution.

This gem was built specifically to empower the creation of structured legal documents using simple text based documents along with a primary renderer. This gem acts as a middle layer between document drafting and final document production by providing the user with access to structured headers, internal cross references, mixins, and other features that will greatly empower the use of text based documents to create and maintain structured legal documents.

By combining this gem as a pre-processor along with a primary renderer, users are able to ensure that both the structured content and the structured styles necessary for their firm or organization are more strictly enforced. Plus users won't have to deal with Word any longer, and every lawyer should welcome that. Why? Because Word is awful.

Note, in the coming versions, the gem will be able to output to specific legal versions of various structured documents which will not require a post-processor. See the milestones in the Github Issues Tracker for more information.

It is very simple. But first you must have ruby installed on your system. Don't worry, it is not that difficult.

• If you are on OS X then it comes standard on your machine and you do not need to do anything.
• If you are on Windows then the easiest way to install ruby is install 1.9.3 or higher from rubyinstaller.
• If you are on Linux, then you probably don't need help. If you do then just Google it for your your distro.

Once you have ruby installed then you simply go to your terminal and type: $> gem install legal_markdown.

If you are looking to try out the gem, and you use Sublime Text as your text editor, then you can easily install my legal_markdown package by visiting the repo here. If you install the Sublime Text package there is no need to install the gem as I push a new Sublime package each time I push a new version of the gem, but you will still have to install ruby.

After the gem has finished its installation on your system then you can go to your command line and type $> legal2md [filename] where the filename is the file you want the gem to parse. Legal Markdown will parse the file and output the same filename.

If you prefer to output as a different filename (which will allow you to keep the YAML front-matter), then you simply type $> legal2md [input-filename] [output-filename] or you type $> legal2md --markdown [input-filename] [output-filename]. This is the command you will use if you want to output any text based document rather than a structured document. Again, even though it says markdown it should work for most text based systems.

If you have been working on a template or document and would like the gem to build the YAML Front-Matter (see below) automatically for you, then simply type $> legal2md --headers [filename].

If you would like to output to json format (the only structured system currently supported, but more are coming), then you type $> legal2md --to-json [input-filename] [output-filename] into the command line. You do not have to put the --to-json switch if the output file ends in *.json.

If the gem is not outputting as you think it should then you can debug the output by typing $> legal2md --debug [input-filename] [output-filename] into the command line. This will output what the gem is seeing at each step in the process so it should be easier for you to track down where there could be some syntax difficulties within your file. If you are still having problems, don't hesitate to file an issue on Github issues and I'll do my best to help figure out the challenge.

All these commands are available from within ruby as well if you would prefer to call them programmatically. The headers command is called with LegalMarkdown.parse(:headers, input_file, optional_output_file). The normal parsing (for all text based documents) is called with LegalMarkdown.parse(:to_markdown, input_file, optional_output_file). And the json output is called with LegalMarkdown.parse(:to_json, input_file, mandatory_output_file), again :to_json is optional if the output file ends with *.json. To debug from within ruby call LegalMarkdown.parse(:debug, input_file, optional_output_file).

YAML is easy thing to create. At the top of your file (it MUST be at the top of the file) you simply put in three hyphens like so: --- on a single line. Then on the next line you simply put in the field followed by a : (colon) followed by the value. For each line you put the [field]: [value] until you have filled everything in that you need. After you have put in all your YAML front-matter then you simply put in a single line with three more hyphens --- to signal to the gem that it is the end of the fields. So YAML would typically look like this:

---
party1_address:    "Muj Axmed Jimcaale Road, Hargeisa, Republic of Somaliland"
party1_full:       "Watershed Legal Services, Ltd."
party1_reg:        the Republic of Somaliland
party1_rep:        "# Casey Kuhlman"
party1_short:      "(\"Watershed\")"
party1_type:       private company limited by shares
---

Note: YAML can be quite testy, so if you use any symbols or parentheses or square brackets, etc. just put the entire field inside of double quotes ("). Also, if you need double quotes within the value then you "escape" them by putting a backslash before the double quotes as shown above. If you need to use a backslash (for instance if you are using latex), then you would escape the backslash by putting two backslashes. If you use the automatic YAML population feature of the gem, it will handle this escaping for you.

Mixins are simple markers that can be used throughout the text to identify certain things (Court) or (Company) or (Client) to identify a few. The example above is the YAML Front Matter for mixins. This allows for the creation and utilization of templates that can be reused by simply updating the YAML front-matter and leaving the main text of the template largely untouched.

Mixins are structured in the form of double curly brackets. So, for a {{court}} mixin within the body of your document, the YAML front-matter would look like this:

court: Regional Court of Hargeisa

If you do not want a mixin turned on for a particular document just add the mixin in the YAML Frontmatter and then leave it blank, the gem will take it out of the text along with any extraneous spaces. If you have a mixin within the body of your document, but not within the YAML front matter, then the gem will leave the mixin as is -- which is unlikely the result you want to achieve.

When building templates for contracts, you often build optional clauses or clauses that are mutually exclusive to one another. This functionality is supported by legal_markdown. Here is how to build an optional clause.

In the body of your document you put the entire clause in square-brackets (as you likely normally would) and at the beginning of the square bracket you put a mixin title for the optional clause.

In the YAML Front-Matter you simply add true or false as the YAML field to turn that entire clause on or off. Note, if you do not add the mixin to your header, legal_markdown is just going to leave it as is, which is very unlikely to be what you want to see in your output file.

You are able to nest optional clauses inside of other optional clauses. However, if you do so, make sure that you include all of the sub-provisions of the master provision in the YAML matter, else the gem will think that you closed your square brackets earlier than you would like it to. If you use the automatic YAML population feature either from the command line (see above) or by using the Sublime package, it will simplify this process for you greatly.

Another thing to note, if you include nested provisions, you can turn off an inside provision and leave an outside provision on, but if you turn off an outside provision the entire portion will not be produced, even if you turned an inner portion on. Usually, as long as you keep this rule in mind you can draft around it, and it is generally the case that that will be the result that you will want any way.

So, this is how the body of the text would look.

[{{my_optional_clause}}Both parties agree that upon material breach of this agreement by either
party they will both commit suicide in homage to Kurt Cobain.]

Then the YAML Front Matter would look like this

my_optional_clause: true

or

my_optional_clause: false

I don't know why you would ever write such a clause, but that is why the functionality exists!

When creating many legal documents, but especially laws and contracts, we find ourselves constantly repeating structured headers. This gets utterly maddening when working collaboratively with various word processors because each word processor has its own styles and limitations for working with ordered lists and each user of even the same word processor has different defaults.

In order to address this problem, I have built functionality into legal_markdown that gets addresses this problem. Here is how structured headers work in the gem.

Wherever you wish to start a block of structured headers just put in \``` Three backticks (~ without the shift on US keyboards) at the beginning of the line. Then start the block of structured headers on the next line. When you are done with the block just put the same three backticks at the beginning of the line and continue your document. If the structured headers run to the end of the document, you do not need to close the backticks if you do not want to.

At the beginning of the line you simply type the level in which the provision resides by the number of lowercase l's (for level) followed by a period and then a space. So a top level provision (perhaps a Chapter, or Article depending on your document) will begin with l. The provision ... A second level provision (a Section or whatnot) will begin with ll. Both parties agree ... A third level provision will begin with lll. Yaddy Yadda ... And so on. These will reside in the body of the text.

When the gem parses the document it will automatically add and reset each level in the tree that you set up based on the criteria you establish. In the YAML front-matter you will describe the output functionality you need to see by adding the levels by: level-1 and then the : followed by what the format you would like it to be in. Currently these are the options for the reference portion of the structured header:

1. level-1: 1. will format that level of the list as 1. 2. 3. etc.; This is the default functionality;
2. level-1: (1) will provide for the same numbering only within parenteticals rather than followed by a period;
3. level-1: A. will format with capital letters followed by a period (e.g, A., B., C., etc.);
4. level-1: (A) will format the same as the above only with the capital letters in a parentetical;
5. level-1: a. will format with lowercase letters followed by a period;
6. level-1: (a) will format with lowercase letters within a parentethical;
7. level-1: I. will format with capital Roman numerals followed by a period;
8. level-1: (I) will format with capital Roman numerals within a parententical;
9. level-1: i. will format with lowercase Roman numerals followed by a period;
10. level-1: (i) will format with lowercase Roman numerals within a parententical..

Obviously you will replace level-1 with level-2, etc.

In addition to the reference portion of the structured header, you can add in whatever text you wish. For example, if you want the top level to be articles with a number and then a period, the next level down to be sections with a number in parentheses, and the next level down to be a letter in parentheses then this is what the YAML front matter would look like.

---
level-1: Article 1.
level-2: Section (1)
level-3: (a)
---

Also, you can start on any number or letter you wish. So if you want the first article to be Article 100. instead of Article 1. there is no problem with that.

Note. If you do not start with the default numbering/lettering you should likely turn off the reset function for that level (see below) or else when the gem is parsing the document it will reset the level based on the default numbering/lettering rather than the initial numbering/lettering you established. Also, be careful if you want to start with letters that also match with Roman Numerals (I, V, X, L, C, D, M) whether upper or lower case as the gem parses Roman's before letters. If you want a sequence similar to (a), (b), ... but you put in (c) as the starting point the gem will default to the lowercase version of the Roman Numeral C (100).

Sometimes in legal documents (particularly in laws) you want to build multiple structured header levels, but you do not want to reset the headers when you are going up the tree. For example, in some laws you will have Chapters, Parts, Sections, ... and you will want to track Chapters, Parts and Sections but when you go up to Parts you will not want to reset the Sections.

This functionality is built in with a no-reset function. You simply add a no-reset field to your YAML header and note the headers that you do not want to reset by their l., ll. notation. Separate those levels you do not want reset with commas. Example YAML line:

no-reset: l., ll., lll.

This will not reset level-1, level-2, or level-3 when it is parsing the document and those levels will be numbered sequentially through the entire block rather than reseting when going to a higher block, levels not in this reset, e.g., llll. and lllll. will be reset when going up a level in the tree. Obviously the level 1 headers will never reset because levels only reset when going a level higher and there is no level 0.

You may want to keep some of the header levels tight to the margins. This functionality is built into legal_markdown with a no-indent function. You simply add a no-indent field to your YAML header and not the headers you do not want to indent by their l., ll. notation. Separate those levels you do not want to reset with commas as with the no-reset function. Any levels below the last level in the no-indent function will be indented four spaces for each level.

Sometimes you want to have a title on one line and then some text on the next line all referencing the same provision. This is simple to achieve in a lmd document. You type your header level with an l., ll. notation and the text of the title after. On the next line, you just start the 'text' portion (meaning not the title) of the provision. Legal Markdown will figure out that you are separating text from title and parse it accordingly.

The syntax should be straight-forward. If you learn by seeing rather than by reading, take a look at the Watershed lmd repos where we keep our contract templates for more examples. That link is for some commercial documents, but we have more on the Watershed Github page.

Let us say you wanted to output a document that looks like this:

1. Provision for Article 1.

  1. Provision for Section 1.1.

      1. Provision for 1.1.1.

      2. Provision for 1.1.2.

  2. Provision for Section 1.2.

      1. Provision for 1.2.1.

      2. Provision for 1.2.2.

You can easily to that by doing the following steps.

l. Provision for Article 1.
ll. Provision for Section 1.1.
lll. Provision for 1.1.1.
lll. Provision for 1.1.2.
ll. Provision for Section 1.2.
lll. Provision for 1.2.1.
lll. Provision for 1.2.2.

---
level-1: 1.
level-2: 1.
level-3: 1.
---

To output the document above, we need to be able to add the words Article and Section before the Base Reference. This is trivial. You just add those words into the YAML front matter before the base reference.

Note. The gem looks at the last block of characters in the level-X YAML field to understand what type of Base Reference you need for your document. So you cannot add additional text after the Base Reference.

If the headers looked like this:

---
level-1: Article 1.
level-2: Section 1.
level-3: 1.
---

Then the output would look like this:

Article 1. Provision for Article 1.

  Section 1. Provision for Section 1.1.

      1. Provision for 1.1.1.

      2. Provision for 1.1.2.

  Section 2. Provision for Section 1.2.

      1. Provision for 1.2.1.

      2. Provision for 1.2.2.

To output the document above, we need to be able to call the reference of the level above (also the level above that in the case of the above example). Legal Markdown allows for this with the precursor function.

To reference the level above in your reference, you will modifiy the YAML front matter. In the YAML front matter you add any word or other marker before the precursor trigger. If you want to reference the preceding level (like 1.1.1 in the example above) then simply put in pre where that is appropriate.

If the headers looked like this:

---
level-1: Article 1.
level-2: Section pre 1.
level-3: pre 1.
---

Then the output would look like this:

Article 1. Provision for Article 1.

  Section 1.1. Provision for Section 1.1.

      1.1.1 Provision for 1.1.1.

      1.1.2. Provision for 1.1.2.

  Section 1.2. Provision for Section 1.2.

      1.2.1. Provision for 1.2.1.

      1.2.2. Provision for 1.2.2.

Sometimes, particularly in laws, the structure is something akin to Chapter 1 and then Section 101, Section 102, ... Chapter 9, Section 901, Section 902, etc. You can easily adopt this structure to your document by using the preval feature within the YAML front matter. If you combined this structure by also using markdown headers, the YAML front matter would look something like this:

---
level-1: "# Chapter 1."
level-2: "## Section preval 1."
level-3: pre(a)
no-indent: l., ll.
---

This would output (using the same text from the body of the document typed in step 1) as:

# Chapter 1. Provision for Article 1.

  ## Section 101. Provision for Section 1.1.

      101(a) Provision for 1.1.1.

      101(b) Provision for 1.1.2.

  ## Section 102. Provision for Section 1.2.

        102(a) Provision for 1.2.1.

      103(b) Provision for 1.2.2.
...
  ## Section 110. Provision for Section 1.10.

    110(a) Provision for 1.10.1.

      110(b) Provision for 1.10.2.

You can do this via the command line or via the Sublime Text package. Or, if you are really adventurous make a package for your text editor!

I find, particularly when I'm working with contracts and templates that I needed a few more features than those detailed above.

Often we need the ability to cross reference between provisions where the text of Section 16 refers back to Section 12. When you're working with templates you may turn on or off provisions after reviewing a draft with a client and so you may not know if the reference point will be Section 12 or 14 in the final document. Also when you're working in a lmd file you do not see what the Section reference is within the document (that's the whole point).

Cross references only work within structured headers blocks. They do not work outside of that block. To use cross references, you simply place a reference key (which you can make up and remember, it can contain letters, numbers, or symbols) within pipes "|" (shift + the key above the enter key on US keyboards). First "stake" the cross reference to the provision which you want to reference to. Stakes should go directly after the ll., and before the text of the provision.

Then other provisions within the structured headers block can refer to it (either before or after the reference point within the document). Referencing provisions can utilized the cross references whereever is appropriate for the text. Note, cross references will use the entire replacement field so if you have leading text, pre, or preval utilized these will be brought into the cross reference within the text of the referencing provision.

For example, if the YAML front matter looked like this:

---
level-1: "# Article 1."
level-2: "Section 1."
level-3: (a)
no-indent: l., ll.
---

and the body of the text looked like this:

...
ll. |123| This provision will need to be referenced later.
ll. Provision
lll. As stated in |123|, whatever you need to say.
...

the output would look like this:

Section 7. This provision will need to be referenced later.

Section 8. Provision

    (a) As stated in Section 7, whatever you need to say.

When work with templates it is nice to be a bit more DRY (don't repeat yourself). In order to help with this, legal_markdown has a built in partials feature. Probably not a lot of people will use this, but here is how you do it.

Let's say you put your standard interpretation, notice, severance, boilerplate typically at the end of the contract just before the signature block. Let's also assume that you have multiple contract templates and they all mostly use the same boilerplate final provisions.

If you were lawyering like coders think then you would abstract these provisions into their own file within your contracts templates folder. Then you would have all of your templates reference back to that partial. Later, if there is some change in the law you would just go into the partial, make the necessary change in order to adapt your template based on the change, and then all of your templates which refer to that partial will be automatically updated. A bit more simple then updating each and every one of your templates, eh?

Partials are simple. They use the @import [filename] syntax on a line by itself. So if your final provisions are kept in a file in the same folder called final_provisions.lmd you would put @import final_provisions.lmd on its own line (either within a structured headers block or outside of it) and the gem will import the contents of the partial before chewing on the whole contract. If your partial was located in another directory you may reference it either by using a relative directory or an absolute directory. To use a relative directory just type into your document as you would on the command line @import gitlaw/contracts/commercial/partials/final_provisions.lmd or wherever your partial is. To use an absolute directory just type into your document as you would on the command line @import /home/compleatang/gitlaw/contracts/commercial/partials/final_provisions.lmd or wherever your partial is.

Note. If you use relative directories, you will need to cd into the directory where the base file is before calling legal_markdown from the command line. If that is a hassle, then you can use absolute and call from whereever you like.

I use partials as an easy way to get at my templates. Generally, I build my templates without the YAML front matter added (they have been added in to the Watershed templates only for demonstration purposes). When I want to use a specific template for a specfic client what I do is open a blank document within that client's folder and type @import [template] for whatever template I need. That's all I type. Then I have legal_markdown build the YAML front matter for me, fill the YAML front matter out, and output the document. Simple as pie!

If the document will require changes to the template because it is an unusual transaction or overly complex situation then I'll copy the template into the client folder, build the YAML front matter, make the necessary changes to the document, then output. Mostly, though, I use the @import feature much more than I copy the template into its own folder.

By default, when outputting a text based system via legal2md --markdown or LegalMarkdown.parse(:markdown), legal_markdown will strip out the YAML front matter completely. This is not always what you want though. Many processing tools can utilize YAML front matter to perform other functionality you may want to use. In addition, you may want to be able to pass meta data to the structured formats which legal_markdown can output. This is allowed via the meta functionality of legal_markdown.

If you need to add some metadata to your document (say the title and author of the document which your primary processor will utilize in some way) then you would add the following into the YAML front matter:

---
meta:
  title: My Title
    author: ME
---

Note. The fields within the meta are indented. The remainder of your YAML front matter should not be indented except for the meta fields.

Calling meta only will output appropriately to any of legal_markdown's output formats -- both structured documents as well as text documents. If you only want to output to some of the formats then you can use the following field names instead of meta. To output text based documents in yaml format the field name is meta-yaml-output. To output to JSON the field name is meta-json-output. You can use as many meta fields as you need, so this YAML is fine:

---
meta-yaml-output:
  title: My Title
    author: ME
meta-json-output:
  title: My Title
    author: YOU
---

Note. The general meta and the specific meta-XXXX-output are not mutually exclusive, but if you use both be careful. There is no problem in using both meta and meta-XXXX-output but know that the specific output format will override the general meta for any fields that they both contain. For any fields which are not contained in both, the fields will be combined.

For example:

---
meta:
  title: My Title
meta-yaml-output:
  title: Your Title
---

will output Your Title as the title for text documents and My Title for other output formats.

Another example:

---
meta:
  title: My Title
meta-yaml-output:
  author: ME
---

will output My Title as the title for all output formats and ME as the author for only text based documents.

If you are using this feature with pandoc, you will have to turn on the yaml_metadata_block extension via -from markdown+yaml_metadata_block when calling pandoc.

If you are very adventurous and reading the code you will see that a meta-no-output field is allowed. This field will not output to any of the formats but will be utilized to pass signals to legal_markdown. In particular this will be used to pass different xml output structures to legal_markdown when that is built (currently on the roadmap before v0.6.0). Right now this has no functionality within the core of the gem, but if you needed to use it then it is available as a hook. Just fork the gem and build whatever you need. If you think others would want the functionality send a pull request!

It can be a pain to count whether you are on level 5 or level 6 for a very complex document with multiple levels. To address this situation, legal_markdown has an alternative header syntax besides the l., ll., lll. syntax. The alternative syntax uses l1., l2., l3., l4., ... for level-1, level-2, etc. To use this syntax throughout your document you simply type in l1., l2., etc. into the body of your document, then you will also use that syntax for the no-reset and no-indent functions. Lastly, make a level-style field in your YAML front matter and put l1. as its value. Then the gem will understand to utilize that syntax. By default this syntax is turned off as for the majority of documents it is actually fine to use l., ll., lll.

When you are building documents sometime you simply want to put date: @today. Try it! At this point it formats dates according to standard formating outside of the US. But if you want to change that, then simply add the date manually.

At this point legal_markdown does not have a native citation handling ability. For now, I've outsourced that to the primary processor. If you look at pandoc, it has excellent bibtex and citation support that will bluebook up everything for you. Legal Markdown does not get in the way of how pandoc does citations so it is fully compatible.

• Legal_markdown is optimized primarily for contracts, legislation, and regulations. It is not optimized for cases. For memoranda and filings I use the mixin portion but not the structured headers functionality which is enough to meet my needs - in particular, when matched with Sublime Text snippets. If you area looking for a solution for cases and filings I would recommend the Precedent Gem built by Kyle Mitchell for Blackacre Labs
• At this point, you cannot have more than 9 levels for headers, but if you have more than 9 levels of headers you have some insane case study which will require more than this tool to cope with.
• If you are using windows legal_markdown should be able to deal with most of the file types, but to be safe it is preferable to save your files with UTF-8 encoding. In Notepad and Notepad++ you can select the encoding from the drop down dialog at the bottom of the Save window.

See the Github issue tracker or Waffle board for upcoming features.

If you have needs that you think other people may have, feel free to put them up in the Github issues.

1. Fork the repository.
2. Clone the repository onto your workstation (git clone git@github.com:USERNAME/legal-markdown.git).
3. Create your feature branch (git checkout -b my-new-feature).
4. Add Tests (by adding in lmd files which test for the feature you are adding along with md, json and header files. All these files should be placed into the spec/fixtures folder).
5. Commit your changes (git commit -am 'Add some feature').
6. Push to the branch (git push origin my-new-feature).
7. Create new Pull Request.

MIT License - (c) 2013 - Watershed Legal Services, PLLC. All copyrights are owned by Watershed Legal Services, PLLC. See License file.

This software is provided as is and specifically disclaims any implied warranties of fitness for any purpose whatsoever. By using this software you agree to hold harmless Watershed Legal Services and its Members for any perceived harm that using this software may have caused you.

In other words, don't be a jerk.