Do Clients Edit Contracts Drafted by Outside Counsel?

Last week I saw the following tweet:

Here’s my tweet in response:

I’ll now answer my own question.

In that ACC article, the author describes having a role in editing litigation briefs. That would be harder to accomplish with contracts. In fact, I wouldn’t even use the word “editing” in connection with a client’s review of contracts.

Each litigation brief is to some extent unique, with different parties and different facts. And a brief tells a story, in regular narrative prose, and seeks to persuade. So there’s scope for a client to offer a broad range of comments, on issues ranging from litigation strategy to prose style.

By contrast, the prose of contracts isn’t conducive to tinkering. I’ve found that because it’s limited and stylized, once you start tweaking it, things can get complicated, and you can find yourself having to make a bunch of conforming changes. Love it or hate it, a client is generally stuck with the draft they’re given, unless they want to raise holy heck and ask for a rewrite. So I suspect that client comments tend to be limited to deal points.

Has that been your experience?

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.