Rethinking Your Templates Instead of Just Redrafting Them

In this post I critique Shawn Burton’s article in the Harvard Business Review in terms of the guidance it offers on making your contracts clearer. But it also offers a useful reminder of the benefits of overhauling your templates top to bottom.

Usually when I work on a template for a consulting client, I start by redrafting their version of the template. But that can result in two problems. First, it’s rare that a template’s problems are limited to how it says what it says. Instead, it’s usual for templates to include both dysfunctional language and dysfunctional content. Redrafting dysfunctional content can be a waste.

And second, when I give a consulting client my version of their template, I’m asking them to accept a lot of change. That’s something I discuss in this post.

A different approach would be along the lines of that adopted by Shawn and his team at GE Aviation: You revisit the basics of the transactions in question, perhaps using the existing template as a starting point but nothing more. You consult all relevant constituencies. You build a bullet-point framework, then you gradually flesh it out. That way, you’re not simply perpetuating whatever’s in the current template. And because change is accomplished step by step, it’s not as alarming as change that’s dumped on you all at once.

But a complete overhaul takes time, and it takes your personnel away from other projects. Shawn describes his initiative as “a three-plus-year effort.” That might not be exceptional: a seminar client recently told me that they spent 18 months redoing one of their templates. I suspect that such projects take a long time because those involved aren’t contract-drafting specialists (see this post for what I mean by that) and because they’re juggling other responsibilities.

Put me in charge of such a project and I’d get it done in perhaps a quarter of the time.

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.