Corporate & Securities Law

Training Your ?Apprentices? in Contract Drafting

By Ken Adams

You can find plenty of discussion online, at Above the Law and elsewhere, of the new “apprenticeship” model of first-year-associatedom at a handful of law firms.

I suggest that such firms have a choice: either they’re going to give their apprentices the same old training, just more of it, or they’re going to use their new programs as an occasion to rethink their processes. Here’s how it might play out in the realm of training contract drafting:

If all you’re interested in is a goosed version of your normal training, you’d dragoon a partner?perhaps someone who otherwise would be spending much of their day gazing out the window?to put together a training program. Odds are it would consist of a mish-mash of conventional drafting wisdom, with most of it being devoted to the structure of M&A contracts. What would be conspicuously absent is a coherent overview of the basics of contract language.

The lightweight nature of the training would in effect acknowledge that centralized standards are less important than the preferences of individual partners. The apprentices would soon realize that the work would continue to be done the old fashioned way?by regurgiating, on a wing and a prayer, precedent contracts that not only are of questionable quality and relevance but also reflect inconsistent substance and drafting usages.

If you’re interested in a game-changing training program, the first thing you’d do is adopt a style guide for contract drafting. That’s something I discussed in this January 2009 blog post. Your only real choice would be to adopt MSCD by means of a short document laying out some explanatory guidelines. (Anything you try to prepare on your own would be impossibly skimpy.) The style guide should be as near to mandatory as is possible in a law firm.

Then you’d train your apprentices in drafting consistent with the style guide. And over the long term, you’d overhaul your templates to make them consistent with the style guide. To accomplish that, it would be a good idea if, at the same time as setting up your apprenticeship, you were to establish a role for practice-support lawyers. And you’d want to automate the drafting process, to the extent your workload permits it.

As to the odds of such an enlightened training program, I see no reason to be particularly upbeat, given the obstacles to change at law firms. (That’s someting I discussed in this June 2008 blog post.) But really, what’s mostly required is a change in attitude.

Full post as published by AdamsDrafting on June 29, 2009 (boomark / email).