Even the biggest law firms mess up—that’s why we need contract automation

One of the innovators that the ABA journal has profiled as part of its “Legal Rebels” project is contract drafting guru Ken Adams. Ken is author of A Manual of Style for Contract Drafting, a book that has become a standard reference work, and he’s a leading advocate of standardizing and automating contract drafting.

The ABA Journal profile includes the following video that shows Ken deconstructing two extracts from the merger agreement used in Oracle’s proposed acquisition of Sun Microsystems. Oracle is represented by the premier law firm Latham & Watkins, but it’s clear from Ken’s analysis that they, like other law firms, draft contracts that are embarrassingly problematic from the standpoint of clarity, efficiency, and risk.

The amount of fat and gristle that Ken trims from just a single page of the contract, which we watch him do in an onscreen markup towards the middle of the video (at minute 4:52 of the 8 1/2 minute video), is simply startling.

Interestingly, Ken clearly doesn’t expect all lawyers to suddenly become better drafters. Instead, he says in the video that a combination of standardized language and automation can transform contract drafting into an inexpensive commodity task. At least in theory, lawyers could outsource most of their drafting workload to either an in-house or (as Ken suggests) an SaaS system offering document-assembly templates for a wide range of business contracts. That would allow lawyers to quickly create high-quality first drafts, leaving them more time to concentrate on those tasks that add real value and are worth their hourly rates, namely devising strategy and assisting in negotiations.

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