The Price of Bad Documents: Why You Shouldn’t Try to Write Legal Documents Yourself
by Galia Aharoni, Founding Attorney
We live in a world overflowing with information and automation. As the years tick by, it becomes more and more common for a client to ask us to review documents they drafted themselves or got from an online template service, instead of having us draft it for them from scratch. While we’re always happy to tailor our legal services to the client’s wishes, we’ve found that reviewing someone else’s homegrown document often ends up being more expensive for the client than less expensive.
Here are some of the ways your self-drafted document can end up costing you more in the end:
1. It’s easier for a lawyer to start with something good, than with something bad.
An experienced lawyer will have many years of documents compiled that they’ve written and vetted over time. When we write a document for you, we have these documents available to us as the foundation of your personalized document. We already know that these foundational documents are well-written, thorough, and bulletproof. We’re also already very familiar with them, so we easily know what to add, remove, or tweak to match your exact needs. From that solid foundation, we can tailor, add, and subtract according to your needs, without having to worry about whether the content is solid.
If you bring in a template you drafted yourself or got from a template farm, we cannot assume that any of the content is legally sound. That means we need to review every word of your document with a fine tooth comb to make sure it actually protects you. As you can imagine, this takes us a lot more time and effort than if we had drafted your document from scratch.
2. It’s a lot easier to take things out than to add things in.
The human brain has a much easier time looking at options and removing the ones that don’t belong than it does trying to come up with all the options from scratch. (Imagine how much harder it would be to pick what shirt you’re wearing without looking at your closet while you’re deciding.) When we review someone else’s document, it’s straightforward to review the content that’s there. But figuring out what’s not there but should be requires much more time and effort. To make matters more challenging, the number one problem with online template documents tends to be that they’re missing very important provisions. When we have to spend time reviewing a document for what’s there and what’s not there, it takes us a lot longer.
3. We already know the law in your jurisdiction.
Many online templates, or templates you got from a friend, are purposely bare-bones in order to try to fit the laws of as many jurisdictions as possible. This means that a lot of information is either missing, or just plain wrong, when it comes to your personal jurisdiction. We already know the law in the jurisdiction we’re licensed in, so our documents will always be easily and quickly drafted according to the laws of the jurisdiction. But if the template came from somewhere else, it can be very difficult, as above, to find every instance of jurisdiction-specific language that’s missing or wrong. And again, this takes us much more time to fix than to draft from scratch for you.
4. It’s very difficult to fix organization, flow, and ambiguity.
Homegrown documents will often be stitched together from a variety of sources, which often ends up looking like a Frankenstein’s Monster. Bad organization, flow, and grammar aren’t just a matter of polish and prettiness — if a document is laid out in a confusing way, or language isn’t used in a consistent manner throughout, then your document is breeding ambiguity. Ambiguity is the death knell of a contract. If your document ends up in court, those inconsistencies and ambiguities could be analyzed to death to try to figure out what the actual intention and actual enforceability of your contract may be.
A lawyer-drafted document will use every tool possible to eliminate every potential ambiguity, and that includes clear flow, straightforward organization, and consistent use of language. A Frankenstein’s Monster Contract is almost impossible to polish completely. Plus, who wants to pay a law firm to fix your organization and grammar? That’s not the best use of anyone’s time or money, and we don’t want to have to bill you paralegal or attorney rates to fix these problems.
5. Lawsuits are most expensive of all.
In business law, one of the ways we know we’ve done our job is that you don’t get sued to begin with. A clear, unambiguous, well-drafted document prevents lawsuits because it prevents ambiguity, and clearly lays out rights, responsibilities, obligations, and consequences. A badly drafted document is a document that’s more likely to end with you standing in court, arguing about what it was supposed to do and supposed to mean. Lawsuits are a losing proposition for everyone involved — even if you win, you’re out thousands of dollars, hundreds of hours, and truckloads of stress. As lawyers, we’re well-versed in the many sad and frustrating ways things can go wrong, and we don’t want to see that happen to you. Investment in solid documents is an investment in your future.
On the surface, it seems like a great idea to stitch together something yourself and have a lawyer review it. It has to save money and time, right? But as you can see, fixing an outside document often ends up being much more difficult, time-consuming, and expensive than having a lawyer draft a document from scratch for you. And most of the time, the lawyer-drafted document will always end up a better document in the end.
Here are some business and employment documents that, from experience, we recommend having a lawyer do from scratch to save you money in the long run.
- Operating agreements and bylaws
- Buy-sell agreements
- Terms of use, end user license agreements
- Promissory notes
- Business purchase/sale agreements
- Independent contractor agreements
- Employment contracts
- Client contracts
- Employee handbooks
It’s never too late to make sure your contracts are up to snuff. If you need help drafting a contract, contact us.
