Paper Legal

What this component is

Paper Legal is a convention register, not a rendering stylesheet. Its job is to make sure every legal document PointSav/Woodfine produces — regardless of which tool or archive drafts it — follows the same heading conventions, numbering scheme, and cross-reference grammar for its document type, so a reader (or a downstream automated consumer) can rely on the convention holding, not just the look. It was requested by project-documents, grounded in a blind two-reviewer research pass (WebSearch, filed-exhibit and drafting-authority backed) plus a direct check against the Master Engagement Agreement (JW8/JW9) pilot document.

This sits alongside, not instead of, the vault's existing concrete per-document-type registers:

Component	What it is
Paper Legal (this component)	The convention layer — heading/numbering/cross-ref rules, shared across document types
Legal Agency Suite	A concrete MOU / Engagement Letter / Schedules A–E document register, with real CSS
Legal Subscription Agreement	A concrete accredited-investor / Family & Friends fill-in-booklet register, with real CSS
Legal Prospectus	A concrete NI 41-101 filing-document register, with real CSS

A concrete document register should conform to Paper Legal's rules for its category, not duplicate or contradict them. Two real overlaps with the existing concrete registers surfaced while building this component — see Open questions below; they are flagged for reconciliation with project-documents, not silently resolved in either direction.

Architecture: one shared base, five variant deltas

The base never drifts between document types (operator rule, carried over verbatim from the source request). Each variant changes only its own delta:

• Base (heading-agnostic): Tinos type scale, the .cl1/.cl2/.cl3 hanging-ordinal clause ladder, .party-block, .recital, table.signature-block, table.fee-table, table.sched-table, .schedule-cover, spacing, draft stamp, page geometry.
• Variant delta: heading convention only (Letter and the MOU form of preliminary-instrument also change document structure, not just heading style).

CSS tokens for the base and each delta live in project-documents' own templates/ directory (bin/apply-token.py --token <name>, zero code change per document); this vault holds the DTCG component identity — {paper.semantic.paper-legal.legal-base.*} plus {paper.semantic.paper-legal.<variant>.*} — and the convention documentation below, which is the part of this request this vault is directly responsible for keeping current.

The 5 variants + per-category formatting lock

Each cell is marked HARD (never varies), DOMINANT (the default; strong majority of filed-exhibit evidence), or HOUSE (an accepted alternative, operator's call).

Variant	Heading form	"Section"/"Article" word in heading	Cross-reference capitalization
commercial-agreement (agency / underwriting / placement / engagement)	Flat 12. Termination. — bare number, bold Title Case, terminal period (DOMINANT). NOT all caps. Left-aligned (h2 delta)	No — bare number (DOMINANT; Weagree: do not place "Section" before the number). Section 12. = HOUSE alternative	Capital for internal refs (Section 12 / Section 12(h)); lowercase for external refs (section 13.7 of NI 31-103) (DOMINANT)
constitutional-agreement (Shareholder / USA / LP / Partnership)	Article line ARTICLE N + ALL-CAPS title, centered (DOMINANT); sub-level N.N Title Title Case (DOMINANT). The two levels are always case-distinct (HARD)	"Article" = yes (DOMINANT); "Section" at N.N = HOUSE (Canadian practice: bare 1.1; US practice: Section 1.01)	Capital internal; lowercase external; include a convenience-construction clause (DOMINANT)
schedule-exhibit	SCHEDULE A caps label, centered; internal headings inherit the parent document's own scheme	The label is the heading (yes); pick one term — Schedule / Exhibit / Annex — and hold it consistent (HARD)	Capital, e.g. Schedule A / Section 2.1 of Schedule A
letter (engagement / proposal)	Numbered paragraph, bold Title-Case run-in if headed; never all caps	Usually no (bare 1.)	Match the cross-ref word to whatever the divisions are actually called (HARD consistency): Section N if headed, paragraph N if bare
preliminary-instrument (MOU / LOI / term sheet)	MOU: numbered/lettered A./B.; LOI: letter-form; term sheet: table/bullets	Usually no	Same match rule as letter; capital internal

Heading case is a function of LEVEL, not document type. ALL CAPS applies only at the ARTICLE line (constitutional-agreement); every section-level heading below that is bold Title Case; all-caps body text is a readability defect regardless of document type (Adams/MSCD).

Drafting-convention rules (apply across the whole family)

1. No orphan subsection (near-hard rule). Never a lone N.1 with no N.2 — a section that is a single undivided block stays bare, directly under its heading, with no decimal. Forcing an N.1 onto a single-block section is a style error, not a fix. [Weagree; Canada Justice Legistics; US House Manual on Drafting Style; Adams/MSCD]
2. Content-driven mixing is standard. Subdivide only where 2+ co-ordinate provisions actually exist; uniform depth across a document is not required. [filed-exhibit: MDRNA/Canaccord 2009; Aptorum/H.C. Wainwright 2020; placement-agent EX-10.10 CIK 1047153]
3. Cross-reference address grammar — three depths, all coexist: Section N (whole section) / Section N.N (subsection) / Section N(x) (lettered clause, cited THROUGH the section).
4. Internal vs. external capitalization. Capitalize references to THIS agreement's own parts (Section, Article, Schedule); lowercase references to statutes or other instruments (e.g. section 13.7 of NI 31-103 — the statute's own title stays capitalized, the pinpoint stays lowercase). This is the rule most often gotten wrong in practice — enforce it.
5. External-reference disambiguation. Always keep the of <instrument> qualifier on an external reference, so a same-numbered internal section is not misread as the target.
6. Left-aligned heading is the orphaned-list fix mechanism. A centered heading empties the left margin, so an indented clause list that follows it floats with nothing above it. Left-aligning the heading (the commercial-agreement h2 delta) is what fixes this — it is intentional, not a stray override.
7. Roadmap chapeau is acceptable. An unnumbered lead-in paragraph under a subdivided section (e.g. a one-line roadmap before 6.1) is common in filed agreements and is cited as the whole section.
8. Don't formally define "Section"/"Article." Capitalize without a definition; use a convenience-construction clause instead (e.g. "references to a Section are to a section of this Agreement; headings for convenience only" — the Mitel s.1.2 / SEC LPA s.11.05 pattern).
9. The one HARD rule across the whole family. Never two internal cross-reference pointers in different case within the same document.

Market-practice citations

The commercial-vs-constitutional heading split (flat Section vs. ARTICLE) is a real, filed-exhibit-backed convention, not house style:

• [FILED-EXHIBIT] StandardAero UA (2026); CST Brands UA (2013) — flat 1. Title. Title-Case sections.
• [FILED-EXHIBIT] Ares CRE UA; Baxter Intl UA — SECTION label variants.
• [FILED-EXHIBIT] Smithfield/Shuanghui merger; Mitel Networks SHA (Ontario); SEC LPA CIK 1403528 — ARTICLE caps + N.N.
• [FILED-EXHIBIT] MDRNA/Canaccord; Aptorum/H.C. Wainwright placement agreements — mixed subdivided/bare sections.
• [FILED-EXHIBIT] Libang Underwriting Agreement EX-1.1 (2024); Placement Agent Agreement EX-10.10 (CIK 1047153, 2009) — flat Section/N.N/(a), not ARTICLE.
• [FILED-EXHIBIT] Shareholders Agreement EX-10.19 (CIK 1500866); LP Agreement EX-10.21 (CIK 1403528) — ARTICLE + N.N.
• [DRAFTING-GUIDE] Adams, A Manual of Style for Contract Drafting — all-caps readability defect; internal/external capitalization cue; enumeration requires 2+ units; "article" is a grouping choice, not a reservation.
• [DRAFTING-GUIDE] Weagree — do not place "Section" before the number; capitalize internal references; articles advisable past roughly 7 sections or multiple topic groups.
• [DRAFTING-GUIDE] Canada Justice Legistics; US House Manual on Drafting Style — at-least-two-parallel-units rule; statute references stay lowercase.

Token mapping (reference implementations, as they land)

• templates/commercial-agreement.css = base + Commercial delta. First delivery expected, reference implementation the Master JW9 pilot (outputs/CURRENT_COMPLIANCE_MCORP_2026_05_28_Engagement_Agreement_JW9.html, project-documents-side).
• templates/legal-agreement.css (project-documents-side filename) = base + Constitutional delta. Reference: the 3 Bencal Shareholder Agreements, said to be in-sync already — do not reformat them. See the naming-collision note in Open questions before wiring this into the vault's own token layer under that name.
• agency-form.css = the Letter family; substantially covered by the existing Legal Agency Suite component already (see oq-3).
• Schedule/Exhibit and preliminary-instrument (MOU) deltas: not yet delivered.

Accessibility

Because this is a print artifact family, accessibility here means document semantics that survive into the tagged PDF, not keyboard or focus behaviour. Clause numbering should use real <ol>/<li> markup, not visual-only numerals, so assistive technology can announce clause position — the same approach the Legal Agency Suite component already takes for its body-clauses variant. Tables used purely for print layout (signature blocks, schedule covers), not to convey relational data, should carry role="presentation".

The recipe records a WCAG 2.2 AA target.

Print output and motion

Print-first static document family — no interaction states. Renders to PDF via WeasyPrint, matching project-documents' existing pipeline.

Open questions

Five items travel with anyone consuming this register — all surfaced while building this component, not silently resolved:

• oq-1 — naming collision, real and unreconciled. This vault's pre-existing paper.semantic.legal-agreement.* tokens back the unrelated Legal Subscription Agreement component (accredited-investor fill-in booklets) — a completely different document family from what project-documents calls legal-agreement.css on their own side (the Constitutional/Shareholder- Agreement base). Same name, two different documents. This constitutional-agreement variant does not bind to the pre-existing legal-agreement.* tokens for that reason. Recommend project-documents rename their local file (e.g. constitutional-agreement.css) to avoid the collision going forward.
• oq-2 — schedule-exhibit overlaps an existing component. The already-shipped Legal Agency Suite component has its own schedule-cover variant (apage…epage named page counters). Needs reconciliation with project-documents on which register is authoritative before either is built out further — not built as a silent duplicate here.
• oq-3 — letter overlaps an existing component. Legal Agency Suite's proposal-letter and mou-engagement-letter variants cover the same ground. Same reconciliation recommendation as oq-2.
• oq-4 — commercial-agreement capitalization house-style, pending operator's final pick. The source request flags a split: capital Section for ALL internal cross-references (candidate rule) vs. the current practice of capital whole-section / lowercase sub-tier. This component currently documents the ALL-capital candidate as DOMINANT per the source request's own recommendation; not yet operator-confirmed.
• oq-5 — CSS delivery status, informational. Only commercial-agreement has a named reference implementation in progress (Master JW9). Constitutional-agreement has an existing CSS file on project-documents' side said to be correct but not yet reconciled into this vault's token layer (see oq-1). Schedule-exhibit, letter, and preliminary-instrument have no CSS delivery scheduled yet beyond the taxonomy recorded in this component.

Related

• Paper pillar — overview — rule-weight ladder, geometry, and document-families table this register's base draws from.
• Legal Agency Suite — concrete MOU/Engagement-Letter/Schedules register; see oq-2/oq-3 for the overlaps with this component.
• Legal Subscription Agreement — concrete fill-in-booklet register; see oq-1 for the token-naming collision.
• Legal Prospectus — concrete filing-document register.
• Tokens — Paper tier — the paper-legal semantic namespace and the non-DTCG paper-legal-conventions block backing this component.