Learning to care less as new in-house lawyer Forum

[Anonymous User]

In house in a large legal department, recently left biglaw as a senior.

I just got a draft form contract that has gone through multiple rounds of legal and business review before I got here. It’s trash—written like a non-lawyer did voice to text, confusing, contradictory and vague in a lot of places. If a junior gave this to me in biglaw I’d light them tf up. I want to rewrite it so bad, but I’m coming in very late and it would piss everyone off (and make it clear that I think they did a shit job) if I did that. It’s causing me a lot of anxiety that I have to bless this basically as-is.

Any tips for caring less? Did not expect it to be this hard.

[12YrsAnAssociate]

I don't know office dynamics, contracting dynamics, or how bad this document really is, but it seems like they didn't ask you to take a look to be a rubber stamp. If it's passable then maybe just pass it. Or if there's business reasons you don't want to push a point with the other side now, then don't push it. But if it's going to potentially lead to problems later on because, e.g., it's ambiguous, then I'd fix it. I say this because like 90% of my cases over the last year could've been prevented with a better-written contract.

[nealric]

In house in a large legal department, recently left biglaw as a senior.

I just got a draft form contract that has gone through multiple rounds of legal and business review before I got here. It’s trash—written like a non-lawyer did voice to text, confusing, contradictory and vague in a lot of places. If a junior gave this to me in biglaw I’d light them tf up. I want to rewrite it so bad, but I’m coming in very late and it would piss everyone off (and make it clear that I think they did a shit job) if I did that. It’s causing me a lot of anxiety that I have to bless this basically as-is.

Any tips for caring less? Did not expect it to be this hard.

You don't need to "care less." They want you to do a good job. But they also don't want you to make life more difficult on the business end by making a bunch of unnecessary changes that are fundamentally just stylistic.

Assuming this is just a general form for future use: If you think the form contract is bad, explain your objections. That's what you are there for. You don't have to treat the rest of the legal department like they are a F-up junior associate. Just suggest changes in a helpful manner that doesn't require everyone else to do a ton of work. I doubt there's serious pride of authorship and nobody is going to resent your changes if they add value.

If this is nearly a done deal and has already been seen by a counterparty: just try to clarify with possible without altering the underlying deal. You can also gently suggest that next time around you use a different form.

[Sackboy]

Agree with Nealric. A lot of lawyers are used to practicing in biglaw where my partners are obsessed with stylistic changes. That's not the goal in-house (and shouldn't be in biglaw). Read the contract and be a lawyer. Ask yourself what the scope of liability is for all of the issues you have spotted and how your changes would limit that liability. Often times, you come to the conclusion that you absolutely hate how it's written, but it's technically fine or the exposure is not of real concern. In those cases, you bless the document and move on with life. Sometimes, however, it moves beyond stylistic concerns and there are real material problems that can be fixed. It's your job to flag those problems and propose the potential legal solutions. If the business people then want to ignore the legitimate exposure that you've brought up, that's on them.

[Anonymous User]

Couldn't agree more. You are in house now. You need to be more commercial. your goal is not to make the world's prettiest contract, or even necesarilly a good contract, but a contract that works for your deal. If there is something seriously wrong fix it. DO NOT REWRITE a contract at the end of a deal without a specific request that you do so. You'll look like someone who "doesn't get it."

[legalpotato]

Agree with Nealric. A lot of lawyers are used to practicing in biglaw where my partners are obsessed with stylistic changes. That's not the goal in-house (and shouldn't be in biglaw). Read the contract and be a lawyer. Ask yourself what the scope of liability is for all of the issues you have spotted and how your changes would limit that liability. Often times, you come to the conclusion that you absolutely hate how it's written, but it's technically fine or the exposure is not of real concern. In those cases, you bless the document and move on with life. Sometimes, however, it moves beyond stylistic concerns and there are real material problems that can be fixed. It's your job to flag those problems and propose the potential legal solutions. If the business people then want to ignore the legitimate exposure that you've brought up, that's on them.

Seconded this. Honestly, biglaw seniors should be doing this as well.

[attorney589753]

Yeah you got to play it down the middle. You can't just lose all semblance of quality lawyering and rubber stamp something that is crap. At the same time, you need to be self-aware of where you are coming at in the process. In-house politics matters even more than work quality. If this has already been through multiple rounds of reviews, then your comments should be limited to show stoppers, obvious mistakes, or super material issues. In fact, making a few comments (legit 2-5) probably helps tell people you read things that come across your desk. At the same time go ahead and kick up a word doc to write down everything wrong with this form, and, at the appropriate time (say a few weeks or in a month), ask if your boss would be OK if you made some suggestions to this form. Also, next time you are in a project, you will be involved earlier on so you can make more changes.

[Anonymous User]

Update: I couldn’t stand it so I re-wrote the contract basically from scratch. It’s a clear, concise, actual contract now. Decided I didn’t care if it made people mad, I wasn’t putting my name on trash. In-house life might not be for me after all, but whatever.

[Sackboy]

Update: I couldn’t stand it so I re-wrote the contract basically from scratch. It’s a clear, concise, actual contract now. Decided I didn’t care if it made people mad, I wasn’t putting my name on trash. In-house life might not be for me after all, but whatever.

How's that playing out?

[1styearlateral]

What you can do--and likely should do--is start collating and preparing form contracts for your business colleagues. That way, they're using a form that you like and can feel confident in. Then, all you need to do is run redlines and see which terms changed.

Being in-house, especially at a startup, is a lot of hand-holding, teaching, and patience.

[legalpotato]

Update: I couldn’t stand it so I re-wrote the contract basically from scratch. It’s a clear, concise, actual contract now. Decided I didn’t care if it made people mad, I wasn’t putting my name on trash. In-house life might not be for me after all, but whatever.

How's that playing out?

Lol had same question.

I think learning how to write a clear and concise contract is an important milestone in being a lawyer. But I think the ultimate milestone is learning how to be judicious enough to live with a crap contract and just make sure the key points are correct.

EDIT: re-read the OP. If this is just a form contract, then I think what you did is probably fine (still might ruffle some feathers). If this is an actual commercial contract with counterparties, you fucked up bigly.

[Anonymous User]

EDIT: re-read the OP. If this is just a form contract, then I think what you did is probably fine (still might ruffle some feathers). If this is an actual commercial contract with counterparties, you fucked up bigly.

OP. It’s a form, and I got to it BEFORE the trash version went out to counterparties. I imagined having to walk a counterparty’s lawyer through the trash version on a call (which would end up being my responsibility) and I couldn’t do it—can’t negotiate something that doesn’t make sense.

[Anonymous User]

How's that playing out?

OP. Making the trash version into a proper contract raised a bunch of questions around fundamental business terms (including, I kid you not, “what exactly are we paying for, when, and how much”) that the business people are now having to work through at the last minute.

[johndhi]

It sounds like your specific issue is resolved, but here are my thoughts on the question (how to care less) more broadly.

Most of us lawyers, especially those who went through the biglaw gauntlet, care a lot. So it actually is a valid question if you're getting worked up and internally suffering because of stuff at work.

The answer to the question, I think, is to know what your role is and do your role and not other people's roles. If it's a big-fucking-deal legal issue that is getting you worked up, you should describe it to the GC, and they should potentially describe it to the CEO or board. You can help research and make a recommendation, but it isn't your job to make the ultimate decision.

In the case of this contract issue you're dealing with: if you're building a template for future use and your job is to be the commercial contracts guy, feel free to rework the thing to be what you want it to be like, explaining your reasoning for your changes. If it's already with a counterparty, you would need to think about what the real risk of signing something is. Often the risk isn't extraordinary.

You said they're rethinking what they're even buying -- that's a big deal in a bet-the-company M&A contract, but less of a big deal if they're purchasing a vendor for $10k/year.