As a legal document user, you’ve probably run into more than a few issues with automatic numbering. Plus, if you’ve tried to get a traditional staff support person to fix those issues, you have probably been disappointed.
This post examines a few common situations where the modern support model beats the traditional model in the context of Word numbering.
The usual problem: multiple lists
Typical legal documents with numbering are agreements and pleadings. These documents often have a single numbering outline (a single “list,” in Word) that covers the entire document. E.g., an agreement’s outline might look like “Article 1 / 1.1 / (a) / (i)” etc.
Users are generally trained to apply this kind of numbering through the use of paragraph styles that are linked to an outline numbered list. So, for instance, applying the Heading 1 style would give you the “Article 1″ numbering, Heading 2, the “1.1,” etc. It works because the firm’s template links the styles to the outline.
Note that almost all users use the term “styles” to mean paragraph styles. There are other types of styles; later in this post, I will discuss “list styles,” which are a good solution that most users are unaware of.
In Word, a “style” is a set of formatting attributes. You can apply the formatting attributes individually, or in groups through styles. That’s all that a Word “style” is—a set.
Although you get numbering through applying paragraph styles in this manner, paragraph styles and numbering are separate things. Numbering is not an attribute of a paragraph in Word’s programming model. A “paragraph” is one thing; a “list” is another. The reason you get the numbering by applying the style is that you can create a connection between the two through the numbering dialog. In programming-speak, you’re assigning the style as the “LinkedStyle” property for a level in a list template. The firm’s template creators set up the templates to do this.
The problem is, many traditional users conflate paragraph styles and numbering (often referring to them interchangeably and thinking that, for instance, the “1.1” is part of the definition of the Heading 2 style). The user is hard-pressed to use numbering outside of this limited scenario. In fact, it is not necessary at all to use paragraph styles to get numbering. In many situations, it is counterproductive.
The most common of these situations is having multiple numbered lists in a document.
Numbering in an offering memorandum or prospectus—especially the Description of Notes (or other securities) section—challenges the paragraph styles-dependent user. Why? Because this section features many independent numbered lists. It will often look like:
This covenant will not prohibit the Incurrence of…
(1) Indebtedness Incurred by…
(2) the incurrence of intercompany…
(a) if the Issuer is the lender…
(b) if the Issuer or a Guarantor is…
For purposes of determining…
(1) in the event…
(2) all Indebtedness…
In concept, and therefore in good practice, the second numbered list is not connected to the first one. They are separate lists. However, in Word numbering applied through paragraph styles (what many users are limited to), each paragraph style can only be connected to one list. So, in the example, if a paragraph style was being used to apply the “(1)” level, at the second list, applying that style would give you “(3),” not another “(1).” It would continue the same level of the same list.
In order to get each list to restart at 1, you would need to either manually reset the number to 1 each time, or use the arguably inelegant solution of creating a set of paragraph styles connected to an outline where the first level is not numbered (“This covenant will not prohibit the Incurrence of…” is level 1, and “(1)” is level 2, etc.). Some firms do this with Definitions sections. This solution works mechanically, but it suffers logically here, because these paragraphs are not distinct enough to merit a paragraph style. They’re merely body text, or bullet points. No one would think to give them a set of styles, were it not for the numbering.
A better solution for this scenario is using list styles, which, as I stated earlier, most users are unaware of, despite throwing the word “styles” around unceasingly.
A list style applies to—wait for it—lists! Not paragraphs. A “list” in Word meaning the numbering associated with a set of numbered or bulleted items. A list style applies to multiple lists the same way that a paragraph style applies to multiple paragraphs. So, in the offering memorandum example, where the problem is multiple lists, it’s the perfect solution.
A list style includes definitions for the numbering format: the type of number and its position for each level of an outline. To some extent, it overlaps paragraph style formatting, but only with regard to indentation.
It’s really obvious when you think about it. The main concept to conquer is thinking of lists as individual entities in the same way you think of paragraphs. Each can be controlled by “styles,” but they’re different types of styles. Use of the word “styles” without qualification is an unfortunate source of confusion. Also, list styles are not indicated in the user interface as clearly as paragraph styles are. You get to list styles through the multilevel list button.
Exhibits and schedules
Another situation where multiple lists confuse the traditional user is where exhibits or schedules use numbering that is separate from the main document.
Firms may have schemes that include separate paragraph styles for use in schedules. The issue, though, is often that the single set of styles is insufficient for multiple, different schedules. The traditional user is forced to change the numbers or their formatting to match the firm’s template, or give up and just use manual numbering.
The skilled user can create new outlines to handle each schedule. The programmer can write code to do so, saving invaluable time.