From Lawyer to Contract-Management Professional: A One-Way Trip?

In this 2009 post I wrote about the respective roles of lawyers and contract-management personnel in the contract process. That’s what led a reader to send me the following:

I am an attorney licensed to practice since 2009 and, since graduating law school have been working in a small, general practice law office as an associate attorney. My current position focuses around the traditional role as an attorney, representing clients in various legal proceedings. However, I have always wanted to work more on the transactional side of the law dealing with drafting, negotiating, and advising on contracts. I have always felt that my goal is to become an in-house counsel.

For the past 6-8 months, I have been searching and applying for new jobs that more closely match what I would like to be doing. As I have not been having great success in attempting to transition from my litigation background to the transactional side of the law because most positions available require the candidate to have at least a year or two of transactional law experience. Just recently, I have started looking at contract administrator and contract manager opportunities in addition to the more traditional attorney positions. In fact, I am about to have a second interview with a company for a contract manager role.

My main reservation/concern with possibly accepting this opportunity (and I suppose my question for you) is whether working as a contract manager for a few years will ultimately help my career path? Essentially, if I were to take this position and work as a contract manager and then 2-3 years down the road want to switch to a law firm as a contracts/transactional attorney or to an in-house counsel position with a company (or even within the same company), will having spent my time in this contract manager role really provide me with the kind of experience that my future employer would be looking for? Would this experience enable me to move up the ladder so to speak? Or would I be met with the sentiment that I have been working in a non-attorney position and, therefore, have essentially been out-of-practice for a few years, ultimately hindering my career path?

In addition to my general goals for my career is, of course, the compensation issue. As my current position does not pay well and this contract manager position would be a salary increase, it is not quite the increase I am looking for. But, with today’s job market, I feel like I should feel blessed for any opportunities and take what I can get. However, the reality is that, with the mountains of debt I am now shouldering from law school, the traditional salary range for a contract manager (from my understanding and research thus far that range is about $50,000 to $75,000 being very high for this position) just isn’t going to be enough a few years down the road. When I decided to take on that huge debt in 2006, I never dreamed that I would now be four years out of law school and still making less than $80,000-$90,000. So, the necessity and opportunity for increased salary in the future has to be a huge part of this decision.

I invite you to give this reader the benefit of your thoughts. In particular, is the change from lawyer to contract-management professional a one-way trip?

[Updated May 12, 2013: I started a discussion about this post on the LinkedIn group “Contract & Commercial Management,” here. You have to join the group to view it.]

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.

5 thoughts on “From Lawyer to Contract-Management Professional: A One-Way Trip?”

  1. As a lawyer who never wanted to practice, I wasn’t personally faced with your specific dilemma. But I’ve been in the contracts world for more than a decade, have met thousands of contracts people and have worked in many different corporate environments. Perhaps I can provide a little insight.

    First, I don’t think it’s absolutely a one-way trip. You will gain the necessary transactional experience (will take longer than 2 years), and if you keep up with your CLE, your license is intact, which is all the companies will want.

    Second, as I just stated, it’ll take you more than 2 years to get the breadth of experience you will really need. There are a lot of books that can help you learn standard T’s & C’s, but to be valuable as a transactional counsel, you need fairly “ready knowledge” about a LOT of contract provisions and how they interact with each other. This simply comes from time in service.

    Third, it sounds like you’ll be going into a corporate environment as a CM. Use it to your advantage. You will probably have the opportunity to gain exposure to many different types of contractual relationships (software licensing is different than buying hardware is different than utility agreements is different than leasing is different than consulting/professional services)… and, more especially, you’ll probably get to interact with corporate counsel.

    Fourth, don’t act as counsel. Introduce yourself to corporate counsel the first time you have to escalate something to them and, if you can’t control yourself from doing it at all, CASUALLY mention as part of the conversation something that will alert them to your legal training. Trust me – they probably already know you’re a lawyer, so you don’t have to hit them over the head with it. But take the opportunity to proactively ASK them about any limits they have for CMs (such as pre-defined alternative language/clauses) and when they expect you to escalate, they’ll appreciate your deference and it’ll make a great first impression.

    Fifth, don’t act as counsel. When you’re talking with the other side, unless your company advises and is ok with you doing so (which I strongly advise against), DO NOT REPRESENT YOURSELF AS COUNSEL. Unless the title “attorney”, “counsel” or “lawyer” has been granted to you by the company and the company’s legal department has OK’d it, you are NOT counsel.

    This is VERY important for any number of reasons that you should already understand. But from a CM perspective, this is actually a benefit that I personally enjoy – you have a secret weapon, knowledge. Why would you proactively tell the other side that you have it? There are exceptions to this, of course (such as ethics rules that require disclosure of your status, especially when asked), so be prepared in advance on how to handle these situations: “Yes, I’m an attorney, but I do not represent the company as such.” is a common answer.

    Sixth, if you perform well, you can eventually expect that the legal department is going to come to poach you (or you’ll move to a larger company where moving to legal is an option down the road). BUT…

    Seventh, don’t expect the big salary. Ever. (Sorry to burst your bubble.) You could hit six figures with 5-7 years of experience… and you could just as easily hit it by moving into a legal department after just about that length of time as a CM. But there are a LOT of lawyers trying to do what you’re doing. Additionally, contract management doesn’t REQUIRE a legal degree for proficiency (or excellence). Many of the best CMs I’ve ever met are folks with a BA in English and nothing else (they’re good written and verbal communicators). And THESE folks aren’t coming into the profession to hit six figures, so the high-fives are already a good deal for them.

    Good luck! I hope this information was helpful.

    • Thank you for your comment.

      Could you suggest some books that are great for explaining the relationship between contract provisions.

  2. I see the question from the perspective of a contracts person who is not a lawyer. I can’t comment on the likelihood of a move back into law, but I will say that there’s another possible career progression: moving into a pure business role with increasing responsibility, e.g. in management, based on success in a contracts role. Such a progression might meet your salary needs although it’s more likely to be a one-way trip.

  3. It probably depends on whether the CM company is flexible and on you’re ability to advocate for your own interests. Also, does the company you may work for have in-house counsel? If so, how closely does the CM work with them? Most in-house counsel I know would be very interested in giving legal assignments to a company employee with a JD and litigation experience. The point is that there’s nothing saying you have to leave a company with the same title/responsibilities that you began with. Develop your negotiation skills by negotiating with your employer for the assignments you want.

    Good luck!

  4. From a UK perspective, I know several people with legal qualifications who have gone into contracts roles at universities. After gaining experience they sometimes transition to roles as in-house lawyers at universities and charities. But this doesn’t result in a major salary increase. Occasionally good in-house lawyers from that world are recruited by law firms to bolster their IP transactional practice. I can think of one who is now a partner at a large US law firm and ranked as a leading UK specialist.

    But all this is fairly rare. In my experience, people with ambitions for six figure salaries tend to stick with legal roles throughout, unless they are ambitious to move into a senior commercial management role.


Leave a Comment

This site uses Akismet to reduce spam. Learn how your comment data is processed.