(Author) Associate

After you moved in-house, how did you get more comfortable reviewing contracts or counseling on issues you weren’t super familiar with? I was very specialized at my law firm and took a similarly specialized role in-house. I still get requests to mark-up types of agreements that I never touched at my firm. I’ve been trying to find CLEs to get up to speed, but I’m wondering if this is generally something that gets more comfortable with time?

Some background info:

• My company has a document management system but people refuse to use it. I have no records of what we’ve agreed to before because people save to their personal computers - not to shared drives.
• All the lawyers in my group work very independently. I always feel guilty asking for another lawyer’s time, because they aren’t involved in my projects unless I pull them in. I’ve done it a few times, but I always feel like such an inconvenience.
• 95% of my in-house role is in my specialty & is exactly what I was doing at my firm. There’s 5% of general contract review that I’ve never handled before because my former clients used to handle them in-house.

Any specific books or CLEs that you recommend would be helpful!

General Counsel Responses:

• This is insane. How do they manage their contracts?
• Hahaha. Just started a new gig and I feel your pain. I’m calling former employees to see if they have copies of agreements we signed. 🤯🤯🤯
• I came into a very similar situation, no predecessor, no formal process. I agree with what everyone else is saying. In addition, talk with your business leaders - I find it impossible to review and advise on contracts until I’ve talked through the various risks with the business to see what they find acceptable. I have a few rules of thumb (on topics like LoL, indemnification, etc.), but for me the rest of contract review is a dialogue internally on whether deal-specific risks are acceptable.
• If they won’t help, you probably want to know now. In-house counsel teams shouldn’t be zero sum. I will say I am not as great with tech contracts outside of simple SaaS agreements, so I do keep a Tech Contracts book for times I need it. Some areas do have affordable resources, but it just depends on what you need help with.
• Early in my in-house career, a very senior counsel once told me: “90% of all contract drafting mistakes never become an issue, and 90% of the time they do, you can fix those mistakes.” I have been in-house for over 25 years and can now vouch for this. Do your best, leverage the resources available to you, and try to self-learn/improve. You will do fine. Contract drafting is my weak point (I have some very specific experience that made me ideal for the GC role, but little commercial background and I’ve been telling myself this just to feel better :). Good to see someone else say it!
• What parts of the agreement are new to you? If there are actual, legal sections (not just standard business performance and deliverables) that are new to you, I’d loop in an outside counsel expert or another in-house lawyer with experience in that field. I would never just wing it.
• Practical Law and Google. I’m in a similar boat coming from a specialized field that is 90% of my work. When I see a clause or what appears to be a term of art that I don’t know, I look it up. If I’m still not confident I understand the ramifications, I ask the other party to explain how they see that clause operating in this context, and go from there.
• Adams on drafting can be very technical for quick commercial contracts, but it was helpful when I started.

Counsel Responses: 

• I also had to do this at my company. It took me the better part of a year to hunt down all contracts from all over the globe as we operate in multiple countries. As to the original question posted by OP, I reviewed older Agreements of the company and created a commercial term sheet for acceptable terms. Then discussed it with the CFO (I reported to him) to see what our baseline commercial terms were for certain contracts. For Agreements I had never seen or there was no precedent for, I would review it first to get a sense of what it was. Then I would go through the Agreement, almost clause by clause by the business unit which the contract pertained too. For example, I would reviews any SaaS contract with the IT head to see what he needed out of it and ask him questions of clauses I just didn’t understand. I also would reach out to my network depending on the area of the contract. Finally, if after researching and exhausting all of my resources, I would ask outside counsel. It does get easier however. The more agreements you review, the more comfortable you get.
• This is partly why playbooks are great. They clue you into the company’s established positions and fall backs.
• Are there others at your company who are familiar? If so, ask them for an hour of their time to go over the contract (after you’ve done the work of marking it up), so that you can get a gut check. Most people won’t think twice about helping you out.
• If your team can help you get up to speed, it helps them too!
• A lot of Google. 🐦
• Look into Laura Frederick’s How To Contract group. I am not a part of the group but do follow her posts on LinkedIn and have found them helpful.
• PLI has great CLEs. I turn to them when I can’t find help elsewhere.
• Practical Law. It has helped me look smart many times. Also there is a lot of winging it. If there’s a mistake, you can almost always fix it later. 🤷🏻‍♀️
• Same boat. The first six months it would take me days to write a contract, plus I only have the law library, no in-house tools and I’m the only one. My first SaaS contract had me sweating bullets. Now it’s actually getting fun. I took a bunch of CLEs, read a ton of books, and you’d be surprised how quickly you start to pick it up.
• There’s a few basic 'how to draft contracts' kindle books on Amazon. The technology contracts book is helpful. There are also great CLEs on ACC.com.
• Practical Law and googling “[contract issue] + Adams” always gets me what I need to know! Would highly recommend his book (A Manual of Style for Contract Drafting) for good tips on drafting better contracts.
• West law practical and Contract Teardown are helpful. Also having a supervisor that’s a mentor or someone within the company that’s a mentor is beneficial.

Attorney and Associate Responses:

• If you have some down time, go through any drafts and redlines reviewed by your colleagues and predecessors on the internal drive. You’ll start to get a sense of your specific company’s and legal team’s approach to different types of agreements.
• You will feel like big bird in the meetings for the first few months.
• After a few months in-house, I had my first meeting yesterday where I did not feel like Big Bird.
• That really is the best description for it. Big bird.
• Get to know the managers for the departments you are working in and know their business inside and out. If you don’t get that aspect of the work the legal side won’t make sense. Don’t treat them like law firm clients, you are part of the business, so treat everyone like a business partner.
• The accounting department; I can’t stress how important they are. At the end of the day every business is money in and money out, so you should discuss with them how payments interact with their department and the contracts you are reviewing. I’d say more often than not, when a lawyer wasn’t looking at the agreement, payments were not made/received according to contract.
• You will do just fine- there is excellent advice here. While I’m sure your skills will ultimately prove transferable, one thing I find fairly absurd is the fact that you were hired for this role with niche experience when there are countless lawyers out there with contract review/ analysis experience who are passed over for prestige reasons. Maybe if that experience was more valued, you’d already know your stuff contract-wise.
• I’m 6 months into a commercial in-house role while my previous role was privacy-specific. It’s definitely a learning curve but honestly the job is at least 50% building relationships and managing people. The redlines will get easier with time and there’s some great advice here from people with more experience. - You’ve got this!
• I’ve done thousands of contracts. Usually, the actual legal concepts are similar enough that I figure it out, but what can trip me up is how those concepts will actually apply to a business unit I have less familiarity with. So then I just ask direct, simple questions of the business folks (and also state that I genuinely do not know!). At first it felt weird to admit that I didn’t know everything, but now it comes naturally. And once I have those answers, the contracts make way, way more sense.

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