How I Go About Creating Templates for Clients (Plus a Testimonial)

In previous years, I’ve occasionally moaned on this blog about how I wasn’t getting as many drafting projects as I thought I should. Well, I’m doing more of everything these days, and that includes drafting projects. In case anyone’s interested, let me tell you about a representative project that I worked on this month.

I was contacted by the general counsel of the investment affiliate of a major university; he wanted me to redo their investment management agreement. (I’m not able to give you his name or the name of his company. Using your name when giving a testimonial for a seminar or book is fine, but a different level of discretion is required when it comes to having your templates redone.)

The project looked relatively straightforward, in that my job would be to state more clearly and concisely what was in the template—for one thing, I wasn’t being asked to compare the company’s template to other investment management agreements. Because I had just finished work on another template project and I wouldn’t be traveling for another couple of weeks, I was happy to take on this project. The client and I were able to quickly agree on a price.

The company’s existing template was consistent with the standards of mainstream drafting. In other words, I was in a position to improve it significantly. So over the course of three days I immersed myself in the template, and then I sent a working draft to the client. My cover note included the following observation:

The effect is rather like taking a vase, dropping it from a height, scooping up the pieces (small, medium, and larger), throwing out some of them, reshaping all that remain, adding some pieces of my own, and trying to work the result into a coherent whole. I’ve just finished going through it again, and it’s a work in progress, but even as things stand, I hope you’ll agree that it’s much clearer. It’s also significantly shorter.

Why a working draft, rather than something polished? After the initial frenzy, I need some distance. I knew that the draft would contain some glitches, but I was confident they’d be obvious enough, and insignificant enough, that we’d save time if the client were to review the draft while I decompressed.

Over the next couple of days, the client gave me some comments and I sent back a revised draft. I followed up with further changes. For example, I belatedly recalled that I had decided to cut down on my use of with respect to. For the heck of it, I explained to the client what accounted for these follow-up changes:

I know that it would be more reassuring to have me make all changes in one fell swoop. But my guidelines are a work in progress: much is already well established, but I’m constantly researching new topics and coming up with new approaches. And I’m still becoming familiar with some of the more recent developments, such as discussion of what to do with with respect to. I don’t think any of that is a cause for concern—the approach that results in such adjustments is also the reason why I’m able to offer a quality and depth of experience that you would be very hard pressed to find anywhere else.

Was the client satisfied? He was kind enough to provide the following testimonial:

I had been looking to improve one of our contract templates. It had been worked on by four different law firms over the years, so it wasn’t as clear, concise, organized, or relevant as I wanted it to be. I’ve long been familiar with Ken’s book and his blog, so I thought he’d be the obvious person to help us. Within a week of contacting Ken about reviewing the contract (and at a fraction of the cost compared to the our law firm rates), I received a clear and concise contract that is easy understand and tailored to our needs.

Posted in Process | 1 Comment

  • AWrightBurkeMPhil

    Ken–Congratulations on a job well done and keeping the customer satisfied. May you have as many such jobs as you want, and may they all turn out so successfully.

    The day will doubtless come when companies that want a consistent public image across the board will start thinking that contract drafting style is part of the “board.”

    They will want their templates to reflect clear modern drafting style — and maybe MSCD style by name — and they will ask their counsel to draft their one-offs (non-templates) similarly.

    Stockholders and industry analysts and quality auditors will take quality of contracts into account as a factor in valuing the enterprise.

    Quality of contracts will be judged either by quantitative standards (like “plain language” in some jurisdictions) or by qualitative standards the meeting of which is certified by some authority.

    Clear modern contract drafting is a prudent and relatively inexpensive risk management measure, like industrial hygiene and insurance, that positively affects the bottom line by avoiding litigation and other disputes that detract from customer relationships and overall goodwill.

    Someday all reputable companies will look at dysfunctional contracts the way reputable restaurants look at rats in the kitchen — unacceptable.

    While I chuckle at your “cheerful sense of self-appreciation” (Isaac Asimov’s term, describing his own), you are far from alone in the positive evaluation of your contribution.

    I’ll say “global cheering section” and leave it at that, lest readers think I’m your mother, engaging in sock puppetry on your behalf.

    In short, I think you’ve hitched your waggon to a rising star. Best of luck! –Wright