Copy Paste Contract Clauses

The contract is due tomorrow morning. Its like many such we've done before. I'll copy and paste a clause from a similar contract I "found" in my company's shared drive.

What could go wrong?

A lot. $636 Million potentially.

The legal landscape today is fraught with complexities, and even the smallest contractual oversight can lead to catastrophic consequences. A recent lawsuit brought against the law firm Proskauer Rose perfectly illustrates this point. The firm is currently facing a $636 million legal malpractice lawsuit, accused of a "botched cut-and-paste" job in a partnership agreement that allegedly cost their client, Robert Adelman, his stake in a multi-billion dollar hedge fund​¹​​ ²​.

The central issue of this case revolves around a single provision in a contract. This provision, which was mistakenly copied from a previous contract and pasted into the new contract, allowed the hedge fund manager to engage in strategic transactions without the consent of a minority partner and without appraisal rights. It also permitted the manager to redeem Adelman’s minority interest, causing him to lose his share of the profits.

This case perfectly illustrates why the practices and processes associated with a robust Clause Library are so important .

At ContractKen, we understand these challenges and have designed our Clause Library to help legal teams avoid such disastrous mistakes. A well-indexed, searchable, and customizable repository of templatized legal clauses, our Clause Library can be a game-changer in your contract drafting and review process.

The Clause Library can prevent the types of the mistake that allegedly occurred in the Proskauer Rose case. By using a clause from the library, you're not just copying and pasting text—you're incorporating carefully drafted and pre-approved legal language into your contracts. Each clause in your library will have been scrutinized by legal team and fine-tuned to ensure its validity and applicability.

Moreover, it is not just a static repository. It's an evolving database that continually incorporates best practices and industry standards. By regularly updating your clause library, you ensure that you always have access to the most relevant and legally sound contract language.

Finally, our Clause Library offers ease of use and efficiency. Search functionality allows you to quickly find the exact clause you need (even if you vaguely remember the subject matter or client name or jurisdiction state or regulation, etc.). This is the power of using a well tagged clause library.

This case, like Musk's (sort of) forced takeover of Twitter, serves as a stark reminder of the potential legal and financial implications of errors & oversight in contract clause drafting.

Read our earlier blogpost on how Elon Musk was literally forced into buying Twitter for $44 B due to less than careful contract review done by his legal team

The stakes in contract management are high, and the margin for error is narrow. The ContractKen Clause Library is a tool that can mitigate these risks, providing a reliable and efficient way to manage and construct legal contracts.

Take a look at ContractKen's Clause Library demo & Get started with this journey to safeguard your organization from potential legal pitfalls.

Further Readings:

• https://www.contractken.com/post/clause-library
• https://www.contractken.com/post/contract-language

References:

1. https://www.abajournal.com/news/article/did-one-contract-clause-cause-proskauer-clients-636m-loss-judge-refuses-to-toss-malpractice-suit
2. https://www.reuters.com/legal/legalindustry/law-firm-proskauer-must-face-trial-636-million-legal-malpractice-case-2023-05-16/