English Grammar and Usage, In-House Counsel

Moonlighting: Why Law Firm Lawyers Care About Commas And In-House Lawyers Don’t

Susan Moon explains why you shouldn't sweat the small stuff when you're in-house counsel.

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Before law school, I considered myself a pretty detail-oriented person, especially when it came to writing. After entering law school, I was dismayed to find myself to be unimpressively average in a group where just about everyone was anal about typos, grammar, spelling, etc. Then I spent a summer at a large law firm and was appalled to discover that in this environment, my technical abilities were best described as a meager “below average.”

A few years at large law firms set my anal retentiveness straight. I counted two spaces after a period (in the olden days when everyone seemed to agree it was the right thing to do); made sure semicolons, not commas, followed every colon; and ensured absolute consistency in underlining or bolding definitions. After a few years, I became satisfied that I had reached a black-belt level of ability to churn out a technically perfect document.

Then, I went in-house….

… and I was demoted to a yellow belt. Or green. Whatever those lower-level colors are.

In one of my earlier posts, I had mentioned that grammar and punctuation amnesia is an affliction that strikes many in-house lawyers. I’ll explore the reasons a little later in this post. But first, it may be helpful to check out why the opposite seems to be the case at large law firms.

Why do (should?) large law firms care about technical errors? Well, for one thing, typos, formatting inconsistencies, etc. in documents drafted by large firm lawyers annoy in-house lawyers. When we see them, we think, “I’m paying big bucks for this?” and “Great, now I’m going to have to go through this entire document with a fine-tooth comb to check for other mistakes.” They also make in-house lawyers question just how careful law firm attorneys really are with the important, substantive stuff.

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Whether fair or not, in-house lawyers seem to get a little less annoyed with smaller firms on the same technical mistakes. Maybe it’s because they’re getting paid less or because it’s assumed (again, whether fair or not) that the caliber of lawyering or writing is lower.

It also makes sense for law firm lawyers to be meticulous about technical errors because they’ll be compensated or at least credited for the time they spend (assuming it’s not excessive).

When you first go in-house as a transactional lawyer, you barely know anything about how to do your job. But all’s good because nobody expects you to yet. So you try to make a good impression in the beginning by playing nicely and producing superficially good work products, meaning you keep in mind the grammar, the spelling, the sentence structure, font sizes, etc. Because if you can’t even get that stuff right, what else have you got?

Eventually, a few things begin to dawn on you. For example, you realize that, besides the fact that there’s no difference in risk, nobody at your company gets paid more for making sure that the number of spaces after a period is consistent. If anything, you’re more likely to get penalized because people begin to wonder what in the world is taking you so long with that three-page contract.

Also, once you gain more responsibilities and an increased workload, prioritization takes… uh… priority. So stuff you need to spend time on: thinking about the extent to which the indemnification provision creates risk for the company and how your insurance will come into play. Stuff you may decide to choose between: changing all of those annoying commas after a colon to semicolons or leaving the office before 8 p.m.

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You also find out that being picky over details that don’t matter can sometimes be bad for business. For example, if the other side has provided the first draft of a document and you turn it around with a bunch of technical changes, they may get annoyed or assume you’re going to be difficult to deal with. Or they may just think you’re a bozo who lacks common sense because you don’t understand what’s important to spend your and others’ time on. A lot of your business people just won’t like it either, as their goal is to look as cooperative and agreeable as possible with those they work with.

There are certainly times technical items matter. Getting names exactly right is important. Defined terms count. Once, I spent a long time poring through a long contract to find out where the definition of a capitalized term was buried. After double- and triple-checking, I concluded that the stupid term had never been defined. Someone had apparently decided that capitalization was just something you do every once in a while in a contract.

So weigh all of the pros and cons of correcting (or even paying attention to) technical details. Because none of this really matters (except, of course, when it does — “let’s eat, grandma” is much more appealing than “let’s eat grandma”). You may find that you can actually bear a minor mistake hear or they’re.

Susan Moon is an in-house attorney at a travel and hospitality company. Her opinions are her own and not those of her company or anyone she works with. Susan may share both her own and others’ experiences (especially the experiences of those who have expressly indicated to her that they must not under any circumstances be shared on ATL). You can reach her at SusanMoonATL@gmail.com and follow her on Twitter at @SusanMoon.

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