In-House Counsel

Do It Afraid

Just because your in-house predecessors did it afraid, does not mean everyone should do it that way, too.

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three happy young lawyers junior associatesWe’ve all heard it before, and I would agree to a point … but … when it comes to reviewing, revising, drafting, negotiating, and managing contracts, I would rather not tell future in-house lawyers that they should expect to do it afraid.

I still remember my first in-house legal job. I was hired primarily to handle litigation. Less than one month into my new job, I was reviewing and approving contracts as to legal form because the in-house lawyer primarily responsible for contract review was pregnant with twins and had to begin her maternity leave early. She and I met briefly before she headed home to discuss what she did and how she did it. Even with that quick tutorial, I was terrified. I felt completely ill-equipped to take on the new responsibility but take it on I did. Just because I did it afraid, though, does not mean everyone should do it that way, too.

As Charles M. Fox, founder of Fox Professional Development LLC, a professional development training and consulting firm notes in “Working with Contracts: What Law School Doesn’t Teach Now,” the “law of contracts as covered by a first-year contracts class — offer and acceptance, consideration and the like — rarely poses any issues in sophisticated commercial transactions.” Lawyers and contract professionals really learn through on the job training. As Fox so aptly points out, learning is “an accretive process: the more one knows, the easier it is to learn, because there are reference points that new information can ‘stick’ to. It’s like a crystal. Once the seed of a crystal is formed, it grows quickly by accretion.”

For those in-house lawyers interested in growing their “contract crystal,” there is help out there. In the past few years, more and more lawyers are supplementing on-the-job training with practical contract training created by other practicing lawyers. Two trailblazing lawyers who have cleared the path in this area are Laura Frederick and Nada Alnajafi.

  • Laura Frederick launched How to Contract, a practical contract training platform, in early 2021, and today there are over 700 members from all over the world. Thousands of others have enjoyed additional online training that Laura provides. How to Contract has become the go-to solution for lawyers and professionals wanting real-world training on contracts. From training library with 70-plus hours of training videos, more than 400 contract tips and cartoons, and over 80 negotiation scripts, checklists, and other tools to virtual and to live training events, How to Contract does it all.
  • Nada Alnajafi launched Contract Nerds in 2020. Contract Nerds publishes content from various contract experts around the world, not just one person. That’s because there are no two identical contracts. Each one varies depending on the parties involved, negotiation power, details of the deal, jurisdiction, and other circumstances. Diversity of thought, background, and experience is an important part of learning how to contract in the real world.

For those students interested in forming that “contract seed” before they leave law school, there is hope. (And if you aren’t interested, you should be!) More and more law schools are adding experiential learning to their course offerings including courses that focus on transactional skills. To support the efforts of law schools, Laura Frederick will be launching ContractsCon — Law School Edition for law school students. With this one-day workshop, Laura will partner with a chosen law school to help students develop and hone their contracting skills. While it may not eliminate ALL fear, these workshops are sure to make that fear a little more manageable.

The first of (hopefully) many workshops will launch on October 21, 2023, in Ada, Ohio. With this inaugural event, Laura will partner with Ohio Northern University’s Claude W. Pettit College of Law to provide a one-day workshop to law school students who will have the opportunity to work on assignments relating to contract planning, negotiating, drafting, reviewing, and managing side by side with contract professionals. Several of the unique features of the course include:

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  • They will work in small groups led by a contract professional who will help them walk through each assignment.
  • They will share with the whole group how they worked through the assignment and, then, as a group, the law school students will create their own contract toolbox that includes templates, checklists, and a contract playbook.
  • By the end of the workshop, they will walk away with their toolbox filled with tools they can take with them into their law practice.
  • The course will include a networking event with in-house lawyers and transactional business attorneys.

Next week, I will be sitting down with Deborah Solmor, host of EdUp Experience’s  Making LegalEASY, America’s leading higher education podcast, where Deborah talks about trending higher education legal, regulatory, and compliance matters, leaving out the legalese! Joining me will be Laura Frederick and Sasha Magee. We will talk about different ways we can all help to change the way we prepare in-house lawyers and how they learn to contract. No one should ever feel like they have to do it afraid.

Lisa-Lang_241Lisa Lang is an in-house lawyer and thought leader who is passionate about all things in-house.  She has recently launched a website and blog Why This, Not That™ (www.lawyerlisalang.com ) to serve as a resource for in-house lawyers.  You can e-mail her at [email protected] , connect with her on LinkedIn  (https://www.linkedin.com/in/lawyerlisalang/) or follow her on Twitter (@lang_lawyer).

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