On Beginning a New Semester

Last Thursday I taught my first class of the new semester. It prompted the following unconnected thoughts.

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I was reminded how pleased I am to be teaching at Penn Law. Why? Because the facilities are excellent and the students are smart and eager to learn.

I went to Penn Law. When I graduated, I ever expected to return, let alone as a teacher. By some quirk of nurture or nature, I was never able to muster much enthusiasm for academic hoop-jumping, and while I was able to fake it well enough to get to Penn in the first place, and do the law review thing, I would have laughed at the idea that one day I’d be teaching.

But then came the world of work. I realized early on that however interesting and challenging doing deals might be in the abstract, I was of a more analytical bent, and I grew weary of the Sisyphean quality of transactional life. It didn’t make things easier to have colleagues ask, alarmingly often, “Have you thought of teaching?” I’d long discounted that as a possibility.

So there I was, floundering, when in 1997 I decided, for the heck of it, to jot down my thoughts on contract drafting. Fortunately, I was unaware that I knew next to nothing about the subject. Thereafter, I started devoting more and more time to studying, and writing about, contract drafting. At the same time, I started gradually withdrawing from the practice of law, a process that is now complete.

At some point in this metamorphosis I realized that teaching would be a great way to make use of, and further build, my expertise. And sporadically exploring the idea over the course of a few years, I landed at Penn, after a brief stint at Hofstra.

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For a number of reasons, I feel very fortunate to have lucked into my current activities.

First, contract drafting represents, for me, the ideal combination of the arcane and the relentlessly practical.

Second, I have plenty of room to maneuver. Generally academics have to make an awkward choice—you can tackle mainstream topics and risk being drowned out by competing voices, or you can take on more marginal topics that attract less interest. (Conglomerate blog recently posted an item about this.) The language of contracts has long been ignored as a subject of rigorous study. It’s now getting a lot more attention, but the field is still sufficiently wide open that when I elect to write something on a topic, I can be confident that it will represent a significant improvement on what’s out there and will, I’d like to think, remain current for a while.

And third, when it comes to the standards of mainstream contract drafting, the actual falls far short of the ideal, so I don’t expect that the audience for my ideas will disappear anytime soon.

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Law schools generally have been slow to embrace “skills courses” such as drafting. (This is discussed in this article in the Legal Intelligencer about my course.) I’ve never felt the need to be drawn into that debate—I’ll impart whatever knowledge I have to anyone who is sufficiently interested.

Furthermore, I suggest that until law schools and law firms start stepping on each other’s toes, it serves no purpose to debate who should provide training in contract drafting. Currently there is no such overlap, given that many (most?) corporate lawyers have received next to no formal training in contract drafting.

This semester I doubled the size of my class to 30 students, but another 70-plus students were left on the waitlist. Students at Penn evidently want a course in contract drafting.

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.