In the Broadway musical “The Music Man,” “Professor” Harold Hill poses as a boys’ band organizer and leader. He sells band instruments and uniforms to naive Iowa townsfolk, promising to train the members of a new band. But Harold is a no musician, and he plans to skip town once the instruments and uniforms are paid for. Instead of giving music lessons, he claims that “You don’t have to bother with the notes.” He advocates “the think system,” which consists of having the boys intoning repeatedly, without bothering with instruments, the melody of Beethoven’s Minuet in G—”Lad-di-da-di-da-di-da-di-dah …”
What does this have to do with contract drafting? It reminds me of how junior lawyers have traditionally learned how to draft contracts. They don’t receive comprehensive training and aren’t given authoritative guidelines to follow. Instead, they learn by copying, and copying, and copying precedent contracts of questionable quality and relevance, making only those adjustments required to reflect the new transaction.
Under the traditional system, the contract-drafting proficiency of junior lawyers resembles the musicianship of Harold Hill’s charges (sorry about the quality of the video, and the fact that it’s from the underwhelming 2003 TV-movie version, but that’s perhaps appropriate):
With proper training and guidelines, supported by a centralized template initiative, what you get is analogous to this (from the 1962 movie):
Can not agree any more. Mostly we are always copying and copying and copying ,just making adjustments required to reflect the new transaction.However if we have the source to copy why do we need to create the new version every time even if the background is same? Maybe we just need to improve the copy and adjustment skills ,does it? That will make drafting contracts more efficient I think.
It’s not the copying by itself that’s the problem, it’s that we’re copying defective contracts without training and guidelines.
One part of the fix is to improve what’s being copied. The best way to do that is through document assembly, which turns drafting from a copy-and-paste exercise into a process of answering an online questionnaire. The other part of the fix is achieved by adopting a style guide and providing rigorous training.
Thank you so much for your insightful answer that inspires me in a deferent perspective.Yes, maybe that’s the fix and problem. Both comprehensive and accurate drafting ability is very necessary and important. How to make a contract more logical? What’s the judging standard for a good contract despite of commercial aspects? These questions always trouble me. So eager to read your books. I think it must be amazing and very worth to read.
Great analogy. What you missed though is this also feeds the counterargument that we only need documents that are good enough, not perfect. The band that performed using the “think” method was adequate for the purpose, all the parents were thrilled to death and Professor Hill was a hero. The last scene, with the professional band, is the fantasy of what the parents were seeing, perhaps much like what the clients believe they are receiving.