Tuesday, 4 January 2011

Reflections of a Contracts Lawyer: Part 1

My number one rule is when it comes to dealing with contracts is that they must reflect the deal which has been agreed. Pretty simple really, but its a guiding principle which has seen me well over the years of drafting and reviewing, what must now be well over a thousand, contracts.

To start the year, I present to you a mini-series of blog posts of my reflections on being a contracts lawyer.

Reflection Number 1. They're not as prickly as they look

The year: 1996. Location: a cacti-filled office in an electronic and manufacturing engineering establishment in Leicester.

A colleague hands an intrepid trainee her first contract for review. For the avoidance of doubt, and in case he's reading, said colleague is not her boss of the time, nor the owner of the cacti office for that matter.

Said colleague is a non-lawyer lawyer. A non-lawyer lawyer is not to be confused with a wannabe lawyer.

non-lawyer lawyer is an individual who has no legal training but is involved in legal activities usually because their original function in the company somehow creates an opportunity for said non-lawyer to get familiar with some legal concepts and become relatively proficient in them. Thus they are accepted into the lawyering fraternity as they talk our language.  Non-lawyer lawyers often have, but are not limited to having,  insurance, contract manager, or accounting style backgrounds.

A wannabe lawyer however usually has some tenuous connection with the law, for example a friend of a friend of theirs studied law at university, they walk past a law firm on their way to work, they're in the process of selling their house and therefore dealing with a solicitor presently. Nothing wrong with all of that of course, except when that link is regarded as a legal qualification. Similar to the same legal qualification which took 3 years of University study, a further year LPC, a couple of additional years of traineeship. Oh yes, and all the PQE too.  For the avoidance of doubt, that link is not a legal qualification. I digress. Much, much more on wannabe lawyers another day.

But for now said non-lawyer lawyer colleague, provides said trainee with a set of MF1 Rev. x standard terms and conditions with the cryptic message, "see what ya' make of them then". I'm sure there was a haughty laugh afterwards, but I could be embellishing for the sake of a dramatic post.

Anyway, MF1. Lets just say that its not so much a contract but a way of life, nay, a philosophy within the engineering world.

It really was a novel of a contract. As I sat in my B&B that evening (I recall it has western-style saloon doors to the en suite, but did a mean scrambled eggs for breakfast), tears actually rolled down my face as I pondered the document which lay before me. None of it made any sense whatsoever. And looking back, no wonder. A contract document on its own, without a scenario to which it must be applied, without a deal which it must reflect, and regardless of the complexity of the drafting it contains, does indeed make no sense. I was right.

After a tortuous weekend of tearing out my hair at this anonymous document (which I felt I had to have a view on as I'd just come out of law school and it was "expected"), my boss (the owner of the cacti, not the one who gave me MF1) kindly introduced me to the company's "Standard Responses to Standard MF1 Contracts".


No matter how prickly their first impressions, there's rarely anything in a contract which someone hasn't come up against before and a suitable response is always waiting in the wings.

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