A New In-House Lawyer Dealing with Contracts Seeks Advice

I received the following email from a new U.S.-trained lawyer working outside the U.S.

Hi there, I’m a new lawyer starting my first real legal job as in-house counsel for a new legal department in a foreign company. Much of the work I’m doing involves taking over and reviewing a broad range of contracts for projects or deals already underway. Some of these contracts were drafted by the other side of the deal, and some by my predecessor (or by law firms we retained for particular deals).

I have no prior transactional experience so I’m unsure of what would be a reasonable time frame for reviewing or blacklining these contracts, but I feel constant pressure from the company to be done with them yesterday. I don’t have access to resources like Westlaw/Lexis or a CLE budget, and there aren’t really any suitable mentors within the company for me to turn to since, as the only American lawyer in the legal department, I’m expected to be the expert on U.S. law as well as all English-language contracts.

While I understand that there’s no set amount of time (e.g., time per page) it takes to review a contract (which is highly context-dependent), I’m hoping the experienced lawyers out there might be able to offer their thoughts on managing one’s time spent on reviewing contracts. Specifically:

  • Which kinds of contracts or issues do you find take the most time to review? Which ones are routine and should be dispensed with quickly?
  • Do you have any tips for how to gauge whether a reviewing lawyer is spending too much time reviewing a particular contract?
  • What advice would you give to someone whose first job as a lawyer is as in-house counsel about the best way to get up to speed?
  • Is there anything you wish you had known when you first started as in-house counsel or first began drafting contracts?

I’d be grateful for any thoughts or advice that you might be willing to share. Thank you very much!

And here’s how I replied:

Wow. If I had hired you, I would have said the following: “I know that as a recent graduate, you know essentially nothing, but we’ll make sure that you have access to whatever you need to help you develop as a lawyer.” Instead, here’s what they seem to be saying: “We expect you to know everything. That’s why we’re not going to do anything to help you develop as a lawyer.” Given your lack of experience, lack of a mentor, and lack of access to any materials, you’re in a tough position.

Regarding your questions:

What takes time and what can be dispensed with quickly? It all depends on the deal. In the right circumstances, what might seem simple (for example, a confidentiality agreement) can in fact be relatively complex.

How long does it take to review contracts? It depends on how complex the deal is and how familiar you are with the issues.

What’s the best way to get up to speed? Through targeted reading of reliable secondary sources, but that would be difficult for you without some sort of budget. By way of a specific suggestion, completing the questionnaire for Koncision’s confidentiality-agreement template, consulting the annotations, and going over the resulting draft would provide great training in confidentiality agreements and some boilerplate. And it’s free! (Obviously I’m hardly disinterested.) Currently it’s geared to the U.S. market, but that affects only a few provisions.

What do I wish I had known? Well, I would certainly have benefited from having a copy of my book! More generally, don’t assume that something works or is innocuous just because it appears in contracts regularly. (For example, go here to find out about that mysterious “successors and assigns” stuff.) And try not to wing it.

More generally, try to plan your career; always keep looking ahead.

Do you have any advice for this lawyer?

Updated 8:20 a.m., August 8, 2012: In this post on theContractsGuy blog, Brian Rogers chimed up with some great advice of his own.

Updated 4:00 p.m., August 7, 2012: I received the following message from the lawyer in question:

Wow!  Many, many thanks to everyone who replied. I’m amazed at all of this extremely helpful advice… Special thanks to Chris, Mark, and Jeffrey for their extra-detailed responses (and of course Ken for bringing us all together!). I’ll definitely also be taking Brian and Geoff’s advice about checking out Solosez and joining the ACC and ABA practice areas.

I’ve been feeling for the past few weeks like I was groping around aimlessly in the dark without knowing where I was trying to go, but now I feel like I have a much better sense of my destination. Which is immensely reassuring—even if I do still feel utterly unequipped for the task. :)  I wonder how much time it will take me to reach what Mark called “steady state”?  Because I sure need to get there fast…

In response to Jeffrey’s comment: For some reason, I thought blacklining meant the same thing as redlining? And yes, just like you said, I’m having to review a mixture of deals-in-flight and already-executed deals. In the case of already-executed deals, an example I’ve encountered was having to review a contract to determine whether it had been breached and whether we needed to renegotiate the terms.

Again, to everyone: thank you very much for all of your words of wisdom. I’m extremely grateful for all of your helpful advice, and I promise to do my best to put it to good use!

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.