Overcoming the Structural Advantages of Lawyers in Doing Contracts Work

In this recent article and this recent blog post, I argue that nothing prevents nonlawyers from handling deals and wrangling contract language—that what matters is competence, not which hat you wear.

But to assess realistically the prospects of nonlawyers in the world of contracts, you have to recognize two factors that favor lawyers.

Law School as a Credential

First, lawyers have an extra credential—their law degree or whatever other training qualifies them to be a lawyer. Although many law schools now offer a course on contract drafting, I think it’s still safe to say that most new lawyers going into transactional work won’t have had meaningful training in contract drafting. Instead, the value of a law degree is that it serves as a crude sorting mechanism, in that making your way through law school suggests some level of smarts and ambition.

If you’re not a lawyer but you want to compete with lawyers in handling contracts work, consider what credentials you can offer and how they stack up against a law degree.

In terms of establishing your smarts and ambition, there’s no single avenue—there are many ways to tell a compelling story. And the more relevant your experience is, the greater the impact it will have. I’ve recently written about how an affinity for MSCD can serve as a credential; see this blog post. I’ve idly contemplated a year-long law-school or business-school course for contract-drafting specialists, but a few other pieces have to fall into place for that to be something to act on.

And a potential disadvantage turns into an advantage when you consider that nonlawyers don’t have the baggage of an expensive credential that’s of little or no practical relevance for working with contracts.

Accessing Commentary

The second factor is that understanding contracts substance mostly requires teaching yourself, and going through law school probably puts lawyers in a better position than many others to explore commentary on contracts.

For one thing, most such works are prepared with a lawyer readership in mind and are found with legal materials, often behind a for-lawyers paywall.

Furthermore, consulting such commentary generally requires persistent research. The commentary is of generally mixed quality and generally offers patchwork coverage, so you can find yourself rooting around a variety of resources—prestige treatises, law-review articles, blog posts, and so on—piecing together coverage that makes sense. That sort of research is required for any kind of academic activity, but lawyers can point to the training in research and writing that’s a basic element of a law-school education.

I suspect that it’s because of these obstacles that many look to LinkedIn—it offers the illusion of accessible, straightforward guidance in easy-to-digest morsels.

The awkward reality is that most of us are riding the copy-and-paste train and relying on misbegotten conventional wisdom. Achieving competence in a dysfunctional system will always be a challenge. It can be an asset to nonlawyers to be aware of the dysfunction; most lawyers appear oblivious to it.

I’m trying to improve matters. I have no interest in addressing contract substance in a big book. Instead, I want to use automation to put advice where it’s needed most—when you’re making decisions relating to contract drafting and contract review. The contract-review part is underway, thanks to my work with LegalSifter. The contract-drafting part has long been out of reach, but I’m cautiously hopeful that we’ll see some progress in the coming year.

Meanwhile, try to find halfway-reliable resources on whatever kind of transaction you want to learn about. (But be skeptical of model contract language—I have yet to encounter a subject-matter expert who’s also a contract-drafting specialist.) Regarding contract boilerplate, I think I’m your best bet, but for now my coverage is piecemeal—I’ll soon put together a hyperlinked list.

In terms of access to materials, don’t be intimidated. Become passingly familiar with what’s out there. Root around. But remember that it’s not your job to be an expert. Your goal is to be competent, by relying on the best of what’s out there.

(By the way, if you don’t like that I use the word nonlawyer, see this 2020 blog post.)

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.