On Wednesday I was pleased to receive an email from Lissa Morris. She participated in a series of Drafting Clearer Contracts: Masterclass, and Wednesday saw the last of the eight weekly one-hour sessions in her series.
Her email is below—you’ll see why I found it a tonic. In it, Lissa refers to “Team Adams.” I propose that it’s her way of saying that she and others on “Team Adams” are committed to the notion that if you work with contracts, it’s best to be an informed consumer (and producer) of contract language.
For anyone willing to take a break from cranking the handle of the copy-and-paste machine, that’s indisputable. And the only road to being an informed consumer of contract language runs through A Manual of Style for Contract Drafting.
In this 2017 post I say that being committed to the MSCD approach to contract language can serve as a credential. And I’ve suggested as much in my posts about the new Masterclass digital credentials, including this post from this week. Lissa’s email gives you a sense of the determination and initiative that can come with being an informed consumer of contract language.
You’ll also see that Lissa is looking for a job. Specifically, an in-house position as a commercial transactions lawyer focused primarily on technology contracting and related data-protection and privacy matters. If you need someone to help you with contracts, you should look for an informed consumer of contract language. I suggest you discuss with Lissa and other Masterclass participants how they might contribute to your contracts process.
And now, here’s Lissa’s email:
I think your impact on real-world commercial contracting is growing.
Team Adams—Early Adopters
In the early 2000s I was working in-house for a world-renowned health care provider and getting a start on what has been a rewarding career of handling complex commercial transactions. One of my mentors was a strong advocate of the Adams way. We spent eight weeks overhauling our templates before presenting them to legal and procurement leadership. The response was lukewarm, and not much changed.
Fast forward to 2011. I was then in-house counsel for a regional health care system, leading the legal department’s supply chain practice group. I began to overhaul, Adams-style, our group’s template contracts. I distributed the first of my efforts to several legal department colleagues and also to a group of vendor-side contracting counterparts. Internal support never materialized, but I found solid allies in three of the vendor lawyers . We shared a common experience. We all believed strongly in the mission, we all had expended time and effort in support of the cause, and we all had been unceremoniously rebuffed at the departmental level more than once. Nonetheless, we all believed it was just a matter of time before your message caught on. None of us was deterred.
While my vendor counterparts and I have all moved on, we occasionally cross paths. You and your writings are always a hot topic of conversation. Five years or so ago, we all attended the same seminar. In recognition of your long-suffering “quixotic bid” (your phrase in the acknowledgements to the fourth edition of MSCD) to provide the definitive roadmap for clearer, more effective contract drafting, and to acknowledge our long-suffering efforts to achieve those goals, I had T-shirts made. On the front, the word WITNESSETH, inside a circle with slash. On the back, Team Adams.
We had a good laugh and wore the shirts to a morning exercise class … and received tons of unexpected feedback. Our private joke wasn’t so private after all. Many attendees knew of you and knew of MSCD and your other writings. Most agreed that commercial contract drafting desperately needed an overhaul consistent with your teachings. Although none had yet revised their own templates, some had begun using your strategies when reviewing the other side’s draft. Definite progress, but the movement still seemed stymied by inertia.
Team Adams—Are We Nearing a Tipping Point?
Most recently, I was responsible for negotiating global technology contracts for a large bank. The bank hired a new lawyer to lead the team of procurement lawyers. During her first group meeting, she spoke about ways we might approach reviewing vendor contracts differently. Although she didn’t specifically mention your name or MSCD, I felt certain I recognized your work as the foundation for her suggestions.. I was thrilled. Finally, I would have the leadership support required to put your teachings into practice.
But soon after that, I was among those let go as part of a bank-wide reduction in force. While I missed out on this opportunity to make meaningful progress toward clearer and more effective contracts, I was nevertheless encouraged. Some of those with authority to drive change are finally listening, endorsing your value proposition, and empowering those on the front lines to act accordingly. That represents progress.
Are we nearing the tipping point, the day the contracting masses finally come to their senses and proudly join the ranks of Team Adams? Well, we’re headed in the right direction. With that in mind, you might to want to get in the T-shirt business! There are a bunch of T-shirt-worthy gems in MSCD and a bunch of your readers out there willing to wear them, even unironically!
Thank you for teaching Masterclass. Spending time with the master himself adds a whole other dimension to the written materials.