This is from a message I received this weekend from a reader:
I see dozens of postings for remote contract attorney positions, but they are looking for people with years of experience focused on contracts, especially IP and technology.
In companies with small in-house legal teams, attorneys have to multitask, so they won’t have that concentrated contracts experience. And with bigger in-house legal teams, one or two attorneys are dedicated contract pros, and everyone else only work with specific sections relevant to their areas of expertise.
So it’s kind of a chicken and and egg thing. There are simply not enough attorneys with the years of intensive contracts experience that GCs are looking for. And really, the drafting attorney should have broader experience in the business and compliance aspects, to draft a contract that really works and manages risks.
Somebody with credibility needs to develop templates ans an in-depth certificate program for training and testing to confirm competence. Not a law college course. Preferably working remotely at our own pace.
Here are my suggestions:
I’m sure the challenge my reader faces is real. And there’s no way you can magically create years of experience you don’t have.
But many people working with contracts have years of experience riding the copy-and-paste train and trafficking in threadbare conventional wisdom. In that context, rigorous knowledge is bold and invigorating, so you can use it to distinguish yourself.
Being an Informed Consumer of Contract Language
When it comes to rigorous knowledge in working with contracts, the foundation is being an informed consumer of contract language. Expecting to express deal terms effectively using the dysfunctional prose of traditional contract drafting is like trying to build a watch while wearing mittens.
The road to being an informed consumer of contract language runs through A Manual of Style for Contract Drafting. And the quickest way to get to grips with MSCD is to take my course Drafting Clearer Contracts: Masterclass. This isn’t some crass upsell on my part: you can determine for yourself how MSCD has been received.
In this 2017 post I suggest that MSCD could be used as a credential. The same could be said for Masterclass, but even more so. (I’m researching whether it would be worthwhile to create an e-badge for Masterclass participants, to make it easier to brandish it as a credential.)
Bad and Better Ways of Training
How do you build substantive expertise on that foundation? Well, what isn’t required is years of learning by doing, without the benefit of rigorous training. I’m fond the analogy I make, in this 2014 post, to the “think system” advocated by the huckster “Professor” Harold Hill in the Broadway musical The Music Man. Years of riding the copy-and-paste train is an exercise in futility.
But I’m not sure about the training that’s available. Here’s what I don’t want: Talking heads. Static contracts templates. Scholarship to digest. From my limited experience, that’s mostly what’s on offer.
What I would want is automated templates that are highly customizable and extensively annotated, with language that complies with a rigorous house style and that was compiled with the help of identified subject-matter experts. In other words, the system I’ve wanted to build to change how you draft contracts would also change how people learn about contracts. For training I’d add to that short videos, assigned reading, and quizzes.
Nothing like that exists currently, but please post in the comments any training resources you’ve found helpful.
A caveat: learning without doing might be more challenging for transactions that require highly specialized knowledge, in particular transactions that are intellectual-property driven.
In the absence of rigorous training materials, you can learn a lot relatively quickly with targeted studying. Decide what kinds of contracts are relevant, then look for resources. If you’re able to browse Westlaw, Lexis, Bloomberg Law, so much the better. Be critical in your reading—there’s a lot of misinformation out there, particularly on LinkedIn.
On my blog and in my articles you’ll find stuff that didn’t make it into the book because it addresses substance, namely posts about indemnification, governing-law provisions, jurisdiction provisions, notice provisions, and force majeure provisions, and this article about the “successors and assigns” provision.
In an interview, you could presumably finesse the issue of what knowledge comes from your doing deals and what knowledge comes from training and study. You could also finesse just how much experience you have in handling different kinds of transactions. After all, doing a bunch of cookie-cutter deals in which you represent a big company with all the leverage might well result in your learning less than if you handle a much smaller number of bespoke deals. Smarts, enthusiasm, and confidence can go a long way.
And work your contacts. Who introduces you to an opportunity might open doors that would otherwise remain closed.
A lawyer looking to break into contracts work should at least consider whether they want to work in contract management. But that can affect your earnings potential, and it might be a one-way trip. I wrote about that in this 2013 post; I welcome your thoughts on how that plays out now.
Conversely, if a company is looking for a lawyer for a particular position, it might be that someone who isn’t a lawyer could do the job just as effectively. See this 2020 post.
And more generally, I’m sure my reader would appreciate your suggestions.