I remember the first “proper” agreement I had to draft all by myself, from scratch. Well, not really from scratch. Lawyers don’t often have to draft anything from scratch, which is the point of this story, really.
Anyway, this was in my second month as an associate. One of the more senior partners in the department approached me, and asked me to attend a meeting with him. The meeting lasted an hour, and I tried my best to scribble down as many things as I could, though to be honest many of the commercial concepts were mere jargon to me. As we were travelling back to the office, he asked me to come up with a draft agreement, a shares sale agreement. He said to “keep it simple” and added that he would send me a few precedents to refer to.
I sent the draft to him by 4pm the next day, and I remember feeling a real sense of achievement. I’m a real lawyer now — I’d just done something which only a proper lawyer could do. I’d just prepared an agreement which will be the terms and conditions of an actual transaction! It looked perfect, and I felt perfect.
The partner sent me an email the next morning:
Dear Alter Ego,
I’ve revised your draft. Please read through the changes (which are highlighted) in the attached version.
Come and see me to discuss this once you’ve gone through the document.
The document was full of red strikethroughs and red newly-typed words. There was hardly any black left! Steeling myself, I entered his room. I could feel the words under my skin:
Your draft was terrible! You missed out almost all the key commercial terms that the client spoke about at the meeting. Were you not paying attention?
I know I gave you some precedents, but that doesn’t mean you don’t have to think independently about the contents of the document! If I wanted someone to just fill in the details, I would have asked my secretary. You’re a lawyer. You’re supposed to think whether each and every clause makes sense; whether it serves a purpose or not. Is it relevant? Is it workable?
Do not let it happen again.
I was completely flustered.
I remember willing myself not to cry; whatever happens — Do. Not. Cry. I succeeded in this little battle. But I had learnt a valuable lesson that day. Over the years, I’ve seen so many examples of bad drafting, where lawyers just rely on boilerplate clauses or templates. I’d like to think that I’m not that sort of lawyer.
I only worked with that partner on and off after that. He has since passed away. I never did get to thank him; though I think he knew. It certainly set a precedent, for me.
Alter Ego has been a corporate lawyer in Kuala Lumpur for many years. Livin’ La Vida Loyar is a weekly semi-fictional account of her experiences in the legal industry. If you have an interesting story to share from your experiences as a lawyer, your encounters with a lawyer, or if you have a question about lawyers, please email her at [email protected]. Confidentiality is guaranteed. As all fiction is to some extent autobiographical, you may think she’s writing about you. She’s not. Jangan perasan. You may also think you know her. You don’t. Jangan kay-poh.
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