In the Broadway musical “The Music Man,” “Professor” Harold Hill poses as a boys’ band organizer and leader. He sells band instruments and uniforms to naive Iowa townsfolk, promising to train the members of a new band. But Harold is a no musician, and he plans to skip town once the instruments and uniforms are paid for. Instead of giving music lessons, he claims that “You don’t have to bother with the notes.” He advocates “the think system,” which consists of having the boys intoning repeatedly, without bothering with instruments, the melody of Beethoven’s Minuet in G—”Lad-di-da-di-da-di-da-di-dah …”
What does this have to do with contract drafting? It reminds me of how junior lawyers have traditionally learned how to draft contracts. They don’t receive comprehensive training and aren’t given authoritative guidelines to follow. Instead, they learn by copying, and copying, and copying precedent contracts of questionable quality and relevance, making only those adjustments required to reflect the new transaction.
Under the traditional system, the contract-drafting proficiency of junior lawyers resembles the musicianship of Harold Hill’s charges (sorry about the quality of the video, and the fact that it’s from the underwhelming 2003 TV-movie version, but that’s perhaps appropriate):
With proper training and guidelines, supported by a centralized template initiative, what you get is analogous to this (from the 1962 movie):
