In a recent email exchange, a corporate partner at one of the big law firms told me that he wasn’t sure how my “Language and Layout” seminar differs from the Practicing Law Institute’s day-long program on contract drafting. So when last week a flyer for that program—”Drafting Corporate Agreements 2009“—arrived in the mail, I made a point of checking it out to see whether we cover the same turf. We most certainly do not.
The PLI program is very useful. I attended it years ago, and for a time I consulted the course handbooks regularly. But with respect to the bulk of the program, “Substantive Issues in Drafting Select Corporate Agreements” would seem a more accurate title. After 15 minutes devoted to an introduction and “universal issues,” the next five hours is devoted to issues relating to drafting specific kinds of contracts, with 1.5 hours on enforcement and ethics to round it out.
As essential as such instruction is, it’s not enough. You cannot draft clear and efficient contracts if you don’t have a disciplined approach to the building blocks of contract language, and that discipline doesn’t come without training and a set of rules regarding drafting usages. Given the haphazard, learn-by-osmosis approach to contract language that has held sway, even at the most exalted law firms, it should come as no surprise that the language of mainstream contract drafting is dysfunctional. (Click here for my September 2008 National Law Journal jeremiad on the subject.)
And sending every transactional lawyer in the land to the PLI program wouldn’t change that. Although the flyer assures you that you’ll learn how to create “clearly written” contracts, nothing in the program schedule indicates that any time is spent considering drafting usages.
Send every transactional lawyer to my “Language and Layout” seminar too? Now we’re getting somewhere …
Regarding my public “Language and Layout” seminars with West Legalworks, next up is New York, on November 18. And I’ll shortly be posting details and links for dates in the first half of 2009.