Comments on: Having Your Contracts Drafted Offshore—Do You Really Want to Do That?

By: AdamsDrafting » Blog Archive » Revisiting the Outsourcing of Law-Firm Contract Drafting

Mon, 09 Aug 2010 19:13:36 +0000

[...] to India in my April 19, 2007 New York Law Journal article Sending Your Contracts Offshore (click here for a PDF copy) and in this June 2009 blog [...]

By: Mark Anderson

Mark Anderson — Mon, 22 Jun 2009 15:27:05 +0000

Gil, In my experience, there is no substitute for being in the same room as someone, breathing the same air and getting all those non-verbal signals that cannot be seen on screen. I am not saying that every meeting needs this, but from time to time it is useful for establishing and maintaining the client relationship.

I agree with Ken’s comments about drafting minor revisions versus a complete contract. If Rio Tinto is offshoring employment contracts where details need to be completed in a template, that is understandable. But I just don’t see it working with a major or complex transaction, where the draftsman needs to be part of the client’s team and to have a close understanding with his or her commercial colleagues.

By: Ken Adams

Ken Adams — Mon, 22 Jun 2009 13:59:36 +0000

Gil: If I’m churning out hundreds of deals by making, according to a script, modest adjustments to a template, that’s very different from drafting an entire contract.

And the odds are that whoever drafts your contracts will do a poor job of it, just because mainstream contract drafting is dysfunctional. That will be the case even if a law firm is doing the work, the only difference being that you’ll be paying a steep price. It’s not so much what hat your drafter wears as whether they’ve established credentials for clear, no-bullshit drafting.

Ken

By: Gil

Gil — Mon, 22 Jun 2009 09:09:54 +0000

Mark Anderson, what’s your opinion on virtual meeting rooms? Wouldn’t that go some way to answering the problem of distance from the client?

Ken, frankly speaking I’m not clear about the point you are making here. You suggest in one paragraph that drafting ‘commercial template contracts’ is not drafting as such but ‘tweaking’ and then say otherwise. Also, I’m not clear on whether you believe that an external law firm can deliver a good drafting service as an in-house lawyer.

As long as the lawyers have good communication lines with the business people in the company then it shouldn’t matter whether you are off-shore or in-house. The main thing is, though, they they adhere to principles of good contract drafting.

By: Ken Adams

Ken Adams — Sun, 21 Jun 2009 00:06:03 +0000

Cliff: You might be throwing the baby out with the bathwater, as some activities are more amenable to offshoring than others. You say that offshoring “won’t work,” but Oracle and some other companies would probably say that it has been working for them for some years now. Ken

By: Cliff Tuttle

Cliff Tuttle — Sat, 20 Jun 2009 23:10:08 +0000

The reason why outsourcing legal work of any kind won’t work is that there is too large of a cultural (and language) divide. Yes, they speak English, but they express differently and have a different experience, to say nothing of a different legal system with different rules and different outcomes. Keep this up and there will be some really humorous cases coming up in the courts.

Cliff Tuttle
Pittsburgh Legal Back Talk

By: Get What You Pay For And Keep Those Expectations In Line « Advocate’s Studio

Fri, 19 Jun 2009 19:45:47 +0000

[...] me, the jury is out and deliberating and has been that way for quite some time. Today, Ken Adams at Adams Drafting took the words out of my mouth (or my typing fingers): as long as the outsourcer has realistic [...]

By: Mark Anderson

Mark Anderson — Fri, 19 Jun 2009 16:56:56 +0000

Drafting contracts is not a task that can be done entirely remotely, in my view. You need some occasional “face time” with the client, sometimes at short notice. Otherwise I would be tempted to run my (mainly UK) practice from the South of France.

I can understand some due diligence and other routine tasks being done remotely, but drafting significant contracts such as mining joint ventures or uranium supply agreements? Surely not? I can only assume that this is an eye-catching headline that doesn’t bear close scrutiny.

I say this as the husband of someone who was an in-house lawyer at Rio Tinto from 1991 to 1999.