I’ve found that those in charge of contract templates at companies are experts at finding obstacles to changing their templates. I’ve heard all sorts of reasons why change is hard: “We don’t have time.” “The customers won’t like it.” “We’re all so used to the current templates.” “You don’t understand the business constraints.” And so on. Even when they opt … Read More
Who is best placed to make decisions about a company’s contracts? I don’t know; I guess it depends. How about the general counsel? After all, they should have the broadest perspective, and they should be able to think long-term: How much longer does each deal take because our contracts are wordy and confusing? What’s the risk of our exposing ourselves … Read More
Yesterday someone suggested to me that the main problem with contracts is that they’re too complicated. That’s consistent with the message of an article that appeared in Legaltech News this week, entitled Are Law Firms Too Sophisticated for Their Own Good? (here). It’s also consistent with a recommendation I’ve heard over the years: lawyers should take pity on those who … Read More
In this post I mention that I troubleshoot company templates. I’ll now explain why that service that has value. Contract-drafting is long and life is short, particularly if decisions regarding contract drafting are left to the individuals in an organization. You’re a fan of clear and modern contract language? That’s great, but you have some obstacles to overcome before you … Read More
I have a fantasy. Let me tell you about that fantasy. Don’t worry, it’s nothing lurid. In my fantasy, a company adopts a detailed set of guidelines for contract language. Those guidelines apply to every contract, regardless of what part of the company is responsible for it. They’re not namby-pamby, we-think-this-would-be-a-good-idea guidelines: if you want to keep drafting, reviewing, and … Read More
Here’s something I said in this article on LinkedIn: And more generally, being expert in your company’s transactions doesn’t make you an expert in contract language, any more than knowing how to drive a car makes you an expert mechanic. Contract drafting is a specialized kind of writing: leave it to specialists. By “specialist,” I mean someone who is expert in … Read More
[Update 13 May 2017: I should make it clear that I’m not suggesting that automated contract drafting is by itself enough to make one an informed drafter. Instead, my point is that comparing the two means of generating the bulk of contract text, automated contract drafting is a better vehicle for training than is copy-and-pasting. But by itself it’s not … Read More
The fourth edition of A Manual of Style for Contract Drafting is now in production. That side of my work will certainly continue, but the bulk of it is done. So even though you won’t see the fourth edition for another four months, I’m already focusing on what comes next. Allow me to go out on a limb: To make … Read More
[Go here for a copy of Reviewing Business Contracts: What to Look For and How to Look for It, ACC Docket (20 Dec. 2021) (with Michael F. Fleming)] Recently I received the following email: I have been following your blog for a long time and your insights are really helpful for young lawyers. I am a young lawyer from India … Read More
It’s likely that to some degree your templates are constructed of traditional contract language, with all the confusion, wordiness, archaisms, and redundancy that entails. You want to improve your templates so they’re clearer, more concise, and better address your needs. Well, here’s how that might not happen. You assign one of your in-house lawyers to do the work. Pothole 1: … Read More
