Yesterday, after a seminar for a group from one of the major US law firms, a partner mentioned to me that clients are increasingly asking that the law firm draft contracts more clearly.
I didn’t get any details, but I suspect that clients make this request when the contracts being drafted are commercial contracts. For mergers-and-acquisitions and other bet-the-company work, clients are likely hands-off. But perhaps clients make this request less often than you might think, in that companies seem to do most of their commercial contracts themselves.
A simple way for a client to make this sort of request would to ask that their contracts be drafted consistent with the guidelines in A Manual of Style for Contract Drafting.
Has anyone had experience with this sort of client request, from either the client or the law-firm perspective?
4 thoughts on “Are Companies Demanding that Law Firms Give Them Clearer Contracts?”
I draft commercial contracts, not M&A. I’m sorry to say it’s not a request I get. Plenty ask for short contracts but I suspect that’s because they want less to read rather than clarity. Worse, I have supplied contracts free of clutter only to have some big law firm reinstate the usual nonsense and then had the client wondering if perhaps they had hired a lawyer with less experience because I didn’t stuff the document full of the legalese like the big boys. The legal equivalent of not wearing the correct old school tie. I’m undaunted.
If you’re creating the first draft, you should do what I do: put a header on the first page as follows: “Drafting Note: This document is drafted to comply with K. Adams, A Manual of Style for Contract Drafting (ABA 3d. ed. 2013). Purely stylistic changes should not be made
except to avoid ambiguity or to correct non-compliance with that manual.” Then you can blithely strike any junk the other side puts in and point to the header, if you like with a comment in paraphrase of “don’t do stupid ****.”
The etiquette of revamping someone else’s draft is, naturally, quite different.
Yes, I get this request once every couple months, and just happened to have two in the last month. Like Charles, I mostly draft non-M&A contracts of varying complexity. I love getting that request because I feel pretty good about being able to deliver on it, and find that having a ‘layman’ who is reviewing for clarity keeps me on my toes. Some clients are particularly good at reading through an intentionally obtuse lens so that they can identify where their own clients are likely to get confused. This is often helpful to me and results in a better product.
I’ve made this request, but the cost in time and money would have been too high. Next time, maybe I’ll make it part of my shopping list up front, rather than picking the firm first: RFP line item to firms: “Please provide MS Word copy of your the three forms you think closest to the transaction involved. If you use a document assembly program to create documents, please arrange for a demonstration.”