Reflections of a Contracts Lawyer: Part 3

Reflection Number 3: Define your own terms

Image is a snapshot courtesy of Wikipedia.com

Back in the world of a corporate trainee, I sit in the partner's office. Alas, the office is devoid of cacti, and the building has no lake outside of it to speak of, but the odour of OCD does permeate the air. I've produced a mighty fine piece of written advice. The partner has other ideas and sees fit to draw lots of  red patterns on it.  An hour long lesson in "consistent style" is endured: the basics on use of defined terms are drummed in to me, the benefits of tables and schedules are shared and more peculiar preferences are revealed such as line-up your paperclips symmetrically, and methodology for the production of Bible spine labels....

Later that week, same firm different partner, I produce a mighty fine contract (demonstrating the previous lesson in consistency). The partner has other ideas and sees fit to draw lots of red patterns on it. An hour long lesson in "this way" is endured: put your defined terms in a schedule this way, separate out the term and termination clause this way, do it "this way".....

Out of traineeship, and as a fully-fledged solicitor I'm asked to review a supply contract for a senior associate with a rep for pickiness. This solicitor was not for quitting. Or being picked on. And certainly wasn't enduring any more red patterns or hour long lessons.  An all-nighter resulted in a  philosophy of a review and a mighty fine resulting letter to client. Picky senior associate looked.....impressed. That day has been recorded in my memory as a VC day (victory in contracts), no contract or piece of written advice has ever flummuxed me since.  

But looking back on these lessons: yes, I'm hot at defining terms but the rebel in me never lines up my paperclips symmetrically; my contracts hang together just fine but I never put my (hotly) defined terms in a schedule and my terms and termination clauses can usually be found in the same place; and although my contracts contain a lot of clever quirky drafting, I've never needed to provide, or be provided with such a granular piece of written advice as I did on VC day. 

I've developed some deft drafting tricks of my own over the years but I also own the right to "take a view" when what is really needed with a contract is to get the deal done. Yes, I've learned from some great teachers (and I make sure that the lessons I've learned have been passed on to those I've trained too), but my contracts are my style: I live with them, advise on them and chew over them, I need to know them inside out, and I can only do that if they've been created my way. 

You see, contracts aren't just a reflection of the deal which has been struck, they're also a reflection of the lawyer who creates them.

For more of my reflections check out Reflections of a Contracts Lawyer: Part 1 and Reflections of a Contract Lawyer: Part 2.