There are many people who feel that lawyers spend far too much time and bill far too many hours when drafting and reviewing contracts for their clients. We would like to take the alternative position and defend the lawyers in this post.
Kudos to Sol Irvine, a Partner at Yuson & Irvine, for writing the article What Is It That a Lawyer Does That Takes So Many Hours? In this article, Jeff describes the painstaking process undertaken by a contract lawyer to very carefully review the documents. Jeff describes his primary job as being risk assessment which he accomplishes by identifying all of the issues in the document. Where Sol really earns high praise from us is that he handles most of his contract work on a fixed fee basis.
In defense of all of the lawyers handling contract drafting and review on an hourly basis, time is money. More often than not, clients on both sides of the legal table burn billable hours by not being specific in what they want or by asking for things that are unreasonable and will be rejected outright by the other side upon review. Our advise is very simple:
First, we believe that the approach of drafting a detailed Term Sheet used by investment bankers is a very efficient way of working with a lawyer to draft definitive contracts. The more detail that the Parties put into the Term Sheet, the less work that a lawyer must undertake to draft final contracts. More importantly, both Parties are reviewing a plain language document and reaching an agreement on all of the most significant contract provisions prior to involving a lawyer.
Second, is to know the party on the other side of the transaction before including one sided provisions in a contract. We have seen far too many times over zealous clients and lawyers who draft contracts that are far too one sided. As a result, a great deal of time, money and effort is spent between the lawyers to arrive at what could be referred to as a mutual document.