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Tips For Young Lawyers

1. Transaction Tips for Young Lawyers
    

By:  Laura Hale, Sprouse Shrader Smith P.C.

As I contemplated and spoke with other lawyers about this article, I found that it was more difficult than I anticipated to come up with a list of transaction tips that young lawyers could integrate into their practice. I think this is because most of the tips that make transaction lawyers good at their job are self-evident, things we all know but we tend to gloss over in our rush to get a contract, title opinion, or deed to the client. This article is simply a reminder of how important the basic rules are for all of us.

1. Don’t overestimate the power of proofreading. You’re done...finally. You have researched the law and placed all of your client’s requests into the contract. Many billable hours have been poured into this document. The last thing you want to do is read it again, but proofreading is vital. It sounds elementary, but check the parties, the signature blocks, and the acknowledgments. Read the defined terms, and make sure they are consistent throughout the document. The smallest error in a document can create problems years down the road. Taking the time to review the details now will save your client time, money, and energy in the long run.
    
2. Always read the statutes and forms. If you are going to take the time to cite a statute, take the time to read it and understand what it says. This is especially important in your first few years of practice. By checking the statute, you increase your knowledge and your understanding of the law. The first part of this tip goes hand-in-hand with the second part: Read the firm forms you are using before you begin drafting your document. Do not simply insert the terms of your deal into a pre-existing form. Forms are never one-size-fits-all. Forms grow out of date, contain mistakes, and need constant revision.
    
3. Document important conversations and events. All of us have telephone calls with clients every day. No one has a good enough memory to remember all of the details of a particular call. For this reason, it is important to document important conversations with a follow-up email to the client. This helps you if an issue arises about the conversation. A good rule of thumb is, “If something is not in writing, it never happened.” Tracking the history of a project or deal in writing can help you find errors or misconceptions before they become a problem. A good paper trail in the file really is priceless.
    
4. Think like a litigator. What will happen if there is a breach of the contract? What are the remedies? Specificity is often key to a masterfully drafted contract. Do not leave room for ambiguities or interpretation. Define vague terms and common industry terms. If the contract states that termination can occur only for cause but “cause” is never defined, this will undoubtedly create confusion (and possible litigation) if a termination for cause occurs. Scrutinize every part of the document as if it will be litigated at some point in the future. In addition, always remember to look at both sides of the issue. All facts are a double-edged sword: They cut both ways.
    
5. Be clear. The ultimate goal of the transactional lawyer is clarity in purpose and effect. It is essential to write well and communicate effectively. Our clients hire us to achieve an intended purpose and goal. When drafting client documents, always keep in mind what the client wants and what the other side expects. Through clear drafting, accurate use of language, and proper word choices, we can create documents, and help close deals, that meet the expectations of our clients. So sharpen your legal-writing skills!  A few suggested resources: (1) Bryan Garner, Elements of Legal Style; (2) Patricia T. O’Conner, Woe is I: The Grammarphobe’s Guide to Better English in Plain English; and (3) Bryan Garner, The Redbook: A Manual on Legal Style.