Apparently Emily Dickinson said, somewhere, “If you take care of the small things, the big things take care of themselves.” That sounds comforting, but it seems like a recipe for unexpectedly being steamrollered while you’re taking care of the small things.
Here’s a more reliable but downbeat alternative, said by me, right here: “If you mess up the small things, you’ll also mess up the big things.”
I’m sure you can apply it to all sorts of activities, but you’ll be shocked to hear I think it applies to contract drafting.
In reading a contract, I might see small glitches that have no effect on meaning. For example, whoever drafted a given contract might do this:
- Use Word as if their computer is a typewriter—hit the “Enter” key to create space between blocks of text.
- In using a party-name defined term that’s a common noun (for example, Company), be inconsistent in using the defined article the (Company versus the Company).
- Be erratic in putting quotation marks around a defined term when creating that defined term—use curly quotation marks for some and straight quotation marks for others (a sign of copy-and-pasting) or bold some quotation marks but not others.
When I see that sort of thing, I assume the one or more drafters have also messed up to a meaningful degree the tasks that do affect meaning—deciding what you want to say and how to say it. If you can’t muster sufficient attention to detail to get the trivial stuff right, it’s unlikely you’re going to get the harder stuff right.
Mind you, getting the trivial stuff right doesn’t guarantee you’ll get the bigger stuff right, but I like your odds better.
So let’s call your observation Adams’s exegesis to Luke 16:10–One who is faithful in a very little is also faithful in much, and one who is dishonest in a very little is also dishonest in much.
I’m sure that Luke guy was inspired by Emily Dickinson! 🙂
It’s a very tempting heuristic. I was judged that way in law school and early in practice, and I took it with me from there.
But I’ve mostly had to set it aside as too simple. I’ve also had to accept that many of the clients I most respect don’t run by it. Many would rather have me write fast and readable than put a night’s sleep or a second pair of eyes on a message, if only for the sake of time. They’re convinced that I’m well considered, worth reading, and right often enough that they don’t really care about typos. They’d be angry to get the same advice in a typed-out memo, even a typographically flawless one. With testy contract language, of course, they’ll want and get all the polishing deal pace allows.
The better general rule, in my experience, basically ignores all typographic and style errors. If it’s small enough that it doesn’t matter, it doesn’t somehow matter anyway as a harbinger of things that do.
But relatively minor errors of other, more substantive kinds often run with other errors of that kind. If you’re living the kind of unexamined legal life that hasn’t taken second look at successors-and-assigns, I’m going to guess there are other boilerplate sections back there full of cruft and not considered in context. If a draft sprinkles some “efforts” incantation over a bunch of obligations, as if predictability could be applied like pepper out of a shaker, I’m guessing remedies weren’t really thought out, and the disclaimers are probably leaden with vague, familiar generalisms, too. If performance deadlines use potentially ambiguous time language, I’m going to check the notice deadlines, too.
There are websites you can pay for professional proofreading, with strict NDAs to cover. Conforming writing to the norm seems it might be something the new “AI” might actually be good at. All the better for brilliant people whose first language happens not to be English. All the better if the rest of us get to focus more on what actually matters, too.
Hi Kyle. My post relates only to contract drafting. Of course I agree with your broader point. And even in the case of contracts, it’s appropriate not to be persnickety about insignificant glitches in some bespoke deal.
But if a company’s templates show signs of carelessness in the small stuff, it shows that someone hasn’t been paying attention. If someone isn’t paying attention to small stuff in a context where it would best to not make mistakes, I think it’s reasonable to assume that their inattention might have resulted in other, more significant mistakes.
“…if a company’s templates show signs of carelessness in the small stuff, it shows that someone hasn’t been paying attention.”
Bingo. I look at information in contracts in three categories: it helps me, it hurts me, or I don’t care. In the first and third buckets, I will act under the rubric that “perfection is the enemy of the good”. As to the “hurts me” – that’s where I spend my time. Can I draft (or edit/revise) a contract until the form approaches some measure of perfection? Certainly (or at least in my eyes). Do I regard what I will broadly categorize as “sloppiness” as a deficiency? Yes, but… we’ve all seen, and maybe even shared such mongrel documents – don’t let it get in the way of getting a deal done.
Well said!