In this recent post I introduced the idea of putting job notices on this blog, with the aim of perhaps helping anyone who has hopes of finding a new employee from among readers of A Manual of Style for Contract Drafting. Now let’s look at this from the perspective of someone looking for a job.
Below is an email I received from a reader. In it, she expresses frustration with her current job. She lives in the New York metropolitan area, so I met her for coffee. We agreed that it would make sense for her to look for a new job. If you’re in the market for a competent junior lawyer to help with your transactional work, you’re welcome to read her email and my appended observations.
I’m writing to ask your advice about how a new lawyer should handle resistance from an experienced lawyer regarding modern contract drafting.
I work in the in-house legal department of a mid-size company. I took contract drafting classes in law school. My professor was a proponent of modern contract drafting, and I embraced it. I was happy when I found your website. I consult it regularly, and recently I purchased A Manual of Style for Contract Drafting.
I started as a legal intern at my current company, and I worked there part-time all through law school. I was offered no training, but I muddled through, learning by doing. When I graduated from law school, in 2017, my company hired me as a lawyer.
I’m grateful to have my job, but my boss isn’t a fan of clear, concise contract drafting.
For example, recently my boss instructed me to add to all our form contracts a provision saying the recitals are incorporated by reference. But I know that doesn’t make sense. Furthermore, two recitals in our standard set of recitals relate to substantive issues that should instead be addressed in the body of the contract.
I explained this to my boss, with some trepidation. I’m keenly aware that I’m a new lawyer, and the last thing someone more experienced wants is a pipsqueak handing out advice. But I care about this stuff, so I spoke up anyway. My boss wasn’t interested, saying I should know what I’m talking about before offering opinions on such matters. So I backed off.
This sort of thing happens regularly. I feel underused and underappreciated, and I know I’m not learning as much as I should be learning.
I’ve looked for other transactional work, but with no luck, presumably because I’m so junior and because I didn’t go to an Ivy League law school and wasn’t in the top 5% of my class. But I’m determined, resourceful, and a hard worker.
I know you encounter resistance—you certainly write about it a lot!—so I thought you might have some suggestions about how to survive in a workplace with a boss that doesn’t appreciate the value of clear drafting. Should I just cave and do it my boss’s way? Will I be able to unlearn the bad habits I’m currently acquiring? Should I switch to a different kind of practice?
An impeccable resume is nice, but what I get enthusiastic about is someone who didn’t go to the best schools and doesn’t have the best grades but does have plenty of drive. Gumption. Initiative. You get the idea.
From what I’ve seen, my reader has a good amount of that. For one thing, she was the first in her family to go to graduate school. That means she has shown more determination than I ever had to muster, coming as I do from a family of smart, overeducated people. And she had the wit to contact me.
Obviously, she would like to continue working with contracts. She’s happy in the New York metropolitan area, but she’s also open to relocating for the right opportunity.
If you’d like to find out more about her, you can email her at email@example.com. Tell her Ken sent you!
4 thoughts on “A Young Lawyer and MSCD Reader Seeks a More Fulfilling Position”
Kudos to you, Ken, for taking the time to listen to a member of the profession coming through the ranks! I see a worrying trend of “senior lawyers only” boutique firms- as one of our clients says, I wonder what their grandchildren will do for a living.
Okay. I have a bit of advice for JuniorLegalny.
I have the same problem. In my practice, I’ll be given terrible drafts by powerful (and sometime egotistical) lawyers, who might be, for example, the CLO of Citibank or GM. I’ll make lots of changes, but they will not really understand why, so they will try and insist on their own language. A lot of times this just ended up with us butting heads and our clients being confused about what is the fuss. In one case, Citibank just insisted I not change a certain provision. I then asked them if they were insisting on that version due to the doctrine of the last antecedent. They replied, “yes.” I then pointed out that it has been abolished in my jurisdiction. That got their attention.
Anyway, I’ve taken two approaches. The first is to use Word’s markup feature and then use the comment section to explain each change. Sometimes these are simple like pointing out that a relevant statute uses a certain term, so we should use that term also. And sometimes it involves pointing out that their language has a serious ambiguity, such as a false imperative issue or a last antecedent issue. And this brings me to my second approach, which is sending the person a link to an article about the issue I’m raising.
Use articles published by writing experts, such as Ken here, that explain the issue or mistake. Or if you can, write your own articles. That’s one of the reason I started writing articles. I can send them to something like this: http://www.ncsl.org/Portals/1/Documents/lsss/LegLawyer_LastAntedent.pdf
That way it’s not just your mojo against their mojo. I know it’s a pain an lot of work, but you have to educate the other lawyer.
Thanks, Jery. Obviously, the dynamic is different when it’s your boss you’re dealing with.
Relying on a principle of interpretation is a bad idea: you’re in effect acknowledging that the language is confusing. For more on that, see my article on LinkedIn, https://www.linkedin.com/pulse/afraid-contract-interpretation-ken-adams/.
Fair enough on the boss point. I think there is room for persuasion with boss.
I’m not sure if your second point is meant as a criticism or as agreement. If you meant it as as agreement, then let me know I’m being a knucklehead and don’t worry about the rest of this post.
My point with Citibank was exactly your point—that we shouldn’t rely on a principle of interpretation, specifically what you call the “comma test” and what I call using the “comma hack” to fix it a last antecedent issue. I was trying to rewrite the draft so that it was clear without relying on the comma hack. Pointing out that they didn’t know the law in my jurisdiction got their attention.
The linked article makes it clear that my advice is to draft around the issue. In fact, before Joe wrote the article you link to, he asked me for input, and we discussed the issue. So we’re definitely on the same page.