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Contracting as a Specialty by jigordon
September 18, 2009, 9:32 am
Filed under: negotiation, Professional Development

I have written before on how a contracts professional can justify their position within an organization.  One of the hardest groups to convert to your way of thinking, however, can be lawyers.  It’s interesting when you can get the lawyers to admit this because they are well aware of the value of specialization and the nature of what is taught in law school.  For those of you not graced by the opportunity to spend at least three years of your life burrowing into the method of how to “think like a lawyer”, please allow me to explain.

Law school creates generalists.  Your curriculum usually spends 1.5 years on the 10 basic classes: Criminal Law/Procedure, Civil Law/Procedure, Constitutional Law (usually long enough to require 2 separate courses), Torts, Evidence, Legal Writing and Contracts.  The rest of that second year and part of the third is usually focused on electives: tax, business, alternative dispute resolution, intellectual property, etc.  The last part of the third year (distributed in part of the second and third years, actually) is almost always some sort of practicum or clinic experience along with some trial advocacy skills and legal ethics.

So at the end of this endurance test, newly minted lawyers have had exactly ONE class on most of the various subject matters that they’ll encounter in practice.  This is pretty frightening to some if you consider that some new lawyers immediately hang their own shingle and go into practice for themselves.  Contrary to the educational system of the past, then, these lawyers now have to learn on the job with live clients.

This is true of contracting.  If they took an elective on contract drafting, then fine, they had two classes.  But still – a sum total of 1 academic year of discussion on contract theory and drafting is not a lot when you consider the vast nature of the space.  Software licensing, hardware purchase agreements and other tech-related contracts are but one type of contract.  Services agreements, nondisclosure agreements, regulatory-related agreements and others add to the mix (and we haven’t even talked about things like Statements of Work or other more business-y agreements).

Add to this the fact that contracting doesn’t happen in a vacuum.  Contract negotiations are the method by which two or more parties come together to agree on the needed and acceptable language.  Negotiation is but one facet of alternative dispute resolution – and again, unless taken as an elective, hasn’t necessarily been formally taught to a law student.

All this is to say that it makes sense that contract professionals exist in this world as a specialty service.  In fact, some contract professionals even only specialize in one type of contractual agreement.  Lawyers should therefore: a) not assume that their law degree grants them the knowledge to automatically operate in this space without additional training; and b) remember that specialization is a hallmark of the law business – so they shouldn’t be afraid of seeking assistance from contracting specialists when they’re approached for this type of service.

Lawyers in the crowd may be booing me at this point, but wait!  All is not lost.  There is VALUE in using specialists to do this work for you:

  • First, is that top-tier contract professionals aren’t cheap.  We don’t bill at the rate of a DC Partner, but we’re not giving work away, either.
  • Second, contract professionals are efficient.  It takes me, on average, about an hour to read and redline two-to-four pages of dense material.
  • Third, contract professionals have their eye on the prize.  We’ve seen enough deals (because this is what we do) to know what’s really important and what can be passed over.  We know when to fight and when to concede.

Combined together, this means that your average specialist takes less time to produce more quality work – and what’s billed is still “acceptable” to both sides.  Lawyers and law firms alike should remember that they don’t need to go it alone (regardless of whether they’re in-house or out in the world).  Contracts professionals aren’t trying to be lawyers (even if a contract professional or two happens to be one) – they just want to be contracting specialists… and they can help a lawyer spend their time more efficiently and effectively, too.

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