Why Create Templates?
Document Quality
Most attorneys draft documents from the last closest model and mark it up to meet current client needs. While, this method is simple and pragmatic, it suffers many deficiencies compared to a systematic template-driven approach.
- Using the last draft brings forward the good and the bad. As Ken Adams, contract
drafting guru, observed in an article published in the New York Law Journal: "[t]he
cumulative effect [of redundancies, archaisms, misconceptions, and other drafting
glitches in prior documents] likely would be considerable. If that template is used
hundreds or thousands of times a year, the endlessly repeated inefficiencies would
act as a constant drag on the contract process. Deals would take longer than necessary
to close; even worse, delays could result in your company's losing out to more nimble
competition. And you'd be exposing yourself to greater risk of a mistake that results
in a dispute or causes you to lose an anticipated benefit under a given contract."
(Retooling Your Contract Process for the Downturn:
Adams Drafting)
- The last closest document may not contain all the provisions appropriate for the
needs of current transaction, as a result the lawyer risks failure to include provisions
that may benefit his or her client.
- The process is inherently inefficient and costly. Lawyers have been marking up documents
using word processors for many years, but the cost of legal services continues to
rise. The time required to draft and negotiate a standard documents is significantly
less.
- The availability of precedent online, such as the vast repository held by EDGAR,
appears to be being about de facto standardization. Frequently, lawyers use these
documents as the source of the next transaction. As a result there may be little
difference between one Merger Agreement and another. In fact, as reported in Ron
Friedmann's Blog, it appears that the more sophisticated the transaction, the more
standard the document (Prism
Legal).
By comparison, the systematic approach of creating templates creates a firm-wide repository of best practices that can be more easily managed and updated, providing attorneys with the firm best thinking across the full range of contract provisions.