Today I glanced at a handful of PDFs of contracts drafted by some of Australia’s bigger law firms. One thing I noticed is that a few of the contracts bore a conspicuous law-firm logo, on a cover sheet before a table of contents.
In this December 2009 post on AdamsDrafting I wrote about putting a company logo on a contract. It may be fuddy-duddy of me, but I haven’t previously encountered a law firm putting its logo on the contracts it drafts for its clients. I’ve been told that it’s relatively common practice in Australia. For all I know, that may be the case in the U.S. too, but I never see it because logos wouldn’t be retained on the SEC’s EDGAR system, my contract database of choice.
So how common is this practice in different jurisdictions? And what do you think of it?
Bad idea. Proves who drafted the contract, and any ambiguities will be interpreted against the drafter.
Ray: I’m not too worried about that, because it should be a simple matter to establish who drafted what in a contract. Instead, what strikes me as odd about putting a law-firm logo on a contract is that if the final form of a contract is arrived at through negotiation, no one law firm could claim that the contract is entirely its work product. Perhaps the logo is primarily intended to broadcast that the law firm represented the bigger fish in the transaction. Ken
Have seen it from Australian, British and some Continental European firms, but generally not the US.
It’s just branding. Normal practice in the UK. Better suited to transactions where the lawyers are driving the detailed negotiations (eg M&A) than where the clients take over and do home-made drafting. I have asked clients to take our logo off a contract before now, where we weren’t involved at all stages and I didn’t want our brand to be associated with the final product.
As for the contra proferentem point, I agree with Ken. In any case, the rule under English law is more focussed on who is seeking to rely on the wording than who drafted it. According to Lewison LJ, author of Interpretation of Contracts, the court doesn’t care who drafted it, and shouldn’t try to find out as this goes against the English law principle of not looking at drafts when interpreting contractual language.
Ken,
While not as common as “branding” corporate kits, law firms in the United States have been putting their firm name and address on the cover page of contracts for many years. Adding the logo is just an extension of this practice.
I do it for those contracts that are large enough to warrant a table of contents.
Bryan
Ken,
While not as common as “branding” corporate kits, law firms in the United States have been putting their firm name and address on the cover page of contracts for many years. Adding the logo is just an extension of this practice.
I do it for those contracts that are large enough to warrant a table of contents.
Bryan
Quite apart from the contra proferentem rule (which issue can be obviated by means of a suitable “interpretation” clause), the larger issues are (i) why a negotiated draft of a contract should bear only 1 law firm’s name. The final contract is a work product of not just that law firm but the counterparty’s law firm, the financial advisors of both sides and the parties themselves. Should all advisors involved start putting their logos on the first page? That would surely look ridiculous; and (ii) why should a legal contract between A and B bear ANY other person’s name? Once the contract is executed, the law firms / advisors concerned have nothing more to do with it or obligations under it.
It seems to me to be a pretty desperate branding exercise! No wonder law firms in the US do it!! As a practice, it ought to be strongly discouraged.