I noted with interest this article on the website of the Association for Corporate Counsel. It’s entitled “Top Ten Innovations to Improve Enterprise-Wide Contract Management,” and it’s by Nancy Jessen and Bret Baccus of Huron Consulting Group. (Nancy was kind enough to be on the panel for the seventh in my series of “Drafting Clearer Contracts” webcasts, the one on automating the contract process. Check it out—it’s free.)
Aside from causing me to note that it was full of sensible advice, Nancy and Bret’s article prompted two thoughts. First, many of the overworked law-department people who read it might say to themselves, Gee, is that all we have to do? In my spare time, I’ll also clean the Augean stables!
And second, innovation is easier if a goal can be broken down into specific steps. It’s hard to argue with the notion of using “[s]implified standard contract language that includes more ‘plain English’ and less ‘legalese.'” (Although I would quibble that “simplified” is perhaps not the best word to use, as it can be understood to mean “dumbed down.” And for the same reason, in these parts we refer to “standard English” rather than “plain English.”) But anyone inclined to follow this advice would be faced with the question, How do we go about doing that?
Here’s how: First, you adopt a house style that recommends contract usages and layout. It would be hopeless to try to create a full-blown manual of style of your own. I humbly suggest that you piggy-back off of MSCD. I wrote about that in this July 2009 blog post.
Then you train your personnel in using the house style, and you redraft your templates to conform with the house style. And if the deal volume warrants it, you implement a document-assembly system to automate the drafting process.
It sounds like a lot, and it is. But the main obstacle is cultural—getting those in charge to conduct an honest assessment of the costs of hacking at mediocre templates and the costs and benefits of doing things differently.
