Something to Consider Before Having a Law Firm Redraft Your Templates

I take the liberty of periodically reminding the world that in addition to my other activities, I do redrafting projects for companies. My most recent post on that subject is this one from last May.

If such reminders are necessary, it’s because the idea doesn’t seem to occur to too many people at companies. I asked one of my in-house contacts about this, and he offered the following explanation:

  1. The economy sucks, so paying an outsider for anything that can be deferred (or just done with lower quality) is not a decision that a general counsel will make right now.
  2. Anyone who follows your work probably believes that—after adopting your book as a guide—they don’t need to bring you in. The harsh truth is that lawyers are big believers in themselves.

That makes all the sense in the world. But plenty of companies engage law firms to redraft their commercial templates, and these two considerations obviously don’t apply to them.

If you’re considering hiring a law firm to redraft a contract, I urge you to have a chat with me beforehand. Obviously, I’m motivated in part by self-interest. But what adds the urgency is that when you hire a law firm to do this kind of work, the outcome will likely be less than ideal. Why? Cultural factors come into play—I discuss them in this article—but another consideration is that you hire a law firm to get the deal done. That’s a very different and more expediency-driven task than preparing a template.

Certainly there are law-firm lawyers doing a bang-up job of redrafting contracts, and I don’t wish to offend them. But everything I’ve seen indicates that it’s likely I could do any redrafting project better, more quickly, and less expensively, regardless of the jurisdiction.

To get a sense of how my drafting compares to standard BigLaw drafting, check out the following recent blog posts:

  • In this post, I critique the drafting in the Google–Motorola merger agreement.
  • In this post, I offer my redraft of a provision from a model confidentiality agreement prepared by a partner at a top U.S. law firm.

Oh, and if you want to be reminded how my drafting differs from your average in-house drafting, this post offers links to my “before” and “after” versions of a master professional services agreement used by a big U.S. company.

Now back to our regular programming …

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.