Encouraging Outside Counsel to Improve Their Contract Drafting

You’re an in-house lawyer who consults A Manual of Style for Contract Drafting. In fact, it’s widely used in your department—your company does its best to produce contracts that are clear, modern, and effective.

But for your outside counsel, it’s business as usual—when you ask them to prepare a contract, they give you traditional contract language.

Well, if you have any pull with them, you might want to suggest to them that you expect something different—you want all contracts that they draft for you to comply with MSCD guidelines. Tell them to buy copies of MSCD. Tell them to send to one of my public seminars those lawyers that you work with regularly. Or if you engage me to give an in-house seminar, have those lawyers take part. Heck, ask your outside counsel to share the cost with you!

Sure, I’d benefit if you were to adopt that approach, but that doesn’t mean that it isn’t a sensible thing to try.

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.

4 thoughts on “Encouraging Outside Counsel to Improve Their Contract Drafting”

  1. This isn’t rocket science. Every year a company’s GC meets with the account partner. All the GC has to do is to say “we expect every contract you prepare for us, whether commercial, financial or M&A, to comply with MSCD, and we’re not going to pay for any time you spend rewriting one that doesn’t.” That pill should provide fast relief.

  2. How far should a general counsel go? Should she require a certificate of compliance from outside counsel? “In accordance with your standing instruction, this certifies that the enclosed draft contract complies with MSCD guidelines”?

    Should the GC for one party contact her opposite number (O.N.) at the other party and suggest/insist that O.N. give his outside counsel the same instruction?


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