If I were at the helm of a well-funded trade group called “The Association of Contract-Drafting Professionals” (yeah, right) and we were rolling out an advertising campaign, here’s what I might use as a slogan:
Contract language is specialized. Leave it to specialists.
Here’s the idea behind it: Contract language is akin to software code—it’s limited and stylized. Just as being a user of software doesn’t make you a software engineer, putting together a deal doesn’t make you an expert in contract language.
Transactional lawyers, whether in-house or at law firms, are suited to devising strategy and handling negotiations. When it comes to doing the heavy lifting involved in creating template contracts, it would be best to outsource that work, limiting your input to deal points and other substantive matters. The result would be templates that are clear and concise and that comply with a house style. Your drafting would be limited to whatever is required to revise a template for a given deal, and you would have been trained to comply with the house style.
You think that approach isn’t for you? Why not! It can’t be because your templates are things of beauty. Instead, it’s likely that they’re dysfunctional, wasting time and money and exposing you to unnecessary risk whenever you use them to create a new set of deal documents. And you can’t cite cost as an obstacle unless you’ve done a detailed cost-benefit analysis.
Instead, the main obstacles are cultural. Those who are responsible for an organization’s contracts have a vested interest in not seeing the shortcomings in those contracts. And many lawyers who think they are masters of contract language wouldn’t respond well to the suggestion that an organization would benefit from applying consistently a rigorous set of drafting usages.
To whom would you outsource the task? Why, the Association of Contract-Drafting Professionals, of course!