The Sad Truth About Promiscuous Copying of Contract Language, by Ken Adams, Adams on Contract Drafting
I recently came across this blog post on Clio’s website. Clio is software that handles time and billing, calendaring, and collaboration, but this blog post is about something else—how law firms can use ‘commercial legal forms.’ It suggests three possible uses: You can copy them. You can resell them. Or you can create and sell your own. Here’s my take on the first of those suggestions.
The author says that if you’re looking to copy ‘boilerplate,’ you can get it from three sources:
- from your own files
- from ‘the same vast library of forms and templates that the public now enjoys,’ which ‘are often crafted by experienced lawyers’
- from forms sold by the likes of LegalZoom and Rocket Lawyer, one advantage being that checking those forms would ‘take a fraction of the time that would have been spent of compiling a rough draft from scratch’
Regular readers will know that I find the latter two options depressing. Good luck relying on anything you find in, say, the great flea market that is the U.S. Securities and Exchange Commission’s EDGAR system. As for relying on the LegalZooms and Rocket Lawyers of the world, go here for my critique of a LegalZoom contract and go here for my critique of a Rocket Lawyer contract.
The sad fact is that plucking contract language from the random mass and then checking it and revising it appropriately requires serious skill and is time-consuming, despite what the Clio author says. Given the cold realities of quality control, the something-for-nothing appeal of promiscuous copying of contract language is an illusion.
Copying contract language without that sort of scrutiny requires a leap of faith; if you’re putting your faith in some contract you found in a few minutes of rooting around online, you’re screwed before you even start.
Incidentally, given that Clio is now offering advice about where to copy from, I’ll now start writing about time-management software! Not really.