It is comforting to know that commercial
solicitors in private-practice are purveyors of perfection.
But, this is a tale of a
To the trainee tasked with
cross-reference checks or entrusted with the heady duty of formatting the
numbering system in a fifty-pager, it can lead to a dangerous misconception
about the real world, a comforting sense that everything is ordered and that
big businesses operate in an organised fashion.
Surely, the trainee thinks, no one
would ever let a contract progress to signature with the wrong party names
blazoned proudly on the front page, or a rogue "(a)" where there should be a
It is therefore a rude awakening
when that same trainee, raised on a gospel of “attention to detail”, is loosed
into the wide-world to undertake a client secondment.
Perhaps they turn a blind eye to
the first contract they encounter, signed in 2014 and dotted with typos (the
little scoundrels). They might even overlook the first “Error: Clause Reference
Not Found” in an executed agreement. Undeterred, they will try to format their
contracts to the standard they have grown accustomed to, with no support from a
savvy PA (“they don’t do typing here”), painstakingly aligning and emboldening
and finally, guilt-ridden, resorting to “format painter”.
And, if they only stay in-house for
three months, that might be the end of the story. They will scurry back to their
private offices, ears still ringing with the open-plan roar, like an escapee
from the zoo who, realising that freedom is not quite what it was cracked up to
be, returns willingly to the cage.
But for the six-monther, or the
career-changer, there will come a time when he or she realises that such
studiousness goes unrewarded, that the sheer volume of contracts passing
through makes perfectionism an unachievable goal. It is at this point that they
will learn the secret all in-house lawyers know - that large, successful
companies are built on shoddy contracts, possibly based on
precedents last reviewed in 1999.
Because of this there is a word
that the in-house lawyer values that is anathema to the well-bred associate.
That word is “workable” (although "commercial" sometimes steps in). To the in-house lawyer a workable contract is often
the best that can be hoped for.
So, my advice to the trainee who beats
themselves up because they missed the double 8.4 - it’s a drop in the ocean,
everything will be fine (probably).