Writing drafts of legal documents?

["Hart, Geoff" <Geoff-H -at- MTL -dot- FERIC -dot- CA>]

Anonymous goes from bad (documenting porn engines) to worse (pretending to
be a lawyer) <gdrlh>:

<<I am being asked to write the drafts of my company's legal documents.
These documents run the gamut from the innocuous 'terms and conditions' of
product use, to more mission-critical sales contracts and consulting
agreements. My managers have been quite blunt about they need me to write
these documents: they can't (or won't) afford to spend thousands of dollars
for lawyers to write these documents from scratch.>>

One thing you can certainly do is look up the various publications by Nolo
Press (www.nolo.com). They have excellent online and in-print legal
resources, including a bunch of "one size fits all" legal documents for many
common situations. There's quite likely to be one or more that fits your
needs relatively closely; if not, suggest it to Nolo, since they might be
able to open up a new market niche thereby. While I've heard very good
things about Nolo, I would emphasize that they're not a substitute for a
good lawyer if someone (you?) is actually going to be legally liable for the
resulting mess (that's a legal term for "interesting times"). "One size fits
all" works poorly for clothing, and won't work much better for really
complicated legal issues, for which custom-fit is the rule.

<<All of my instincts are telling me that I shouldn't be writing the drafts
of any legal documents. I have been reassured that a lawyer will review any
document I write, but there is no guarantee that the documents will be
reviewed by the company's legal counsel. In fact, I suspect that anything I
write will be immediately put into use.>>

Then get the reassurance in writing ("we've asked you to write a draft which
will be reviewed subsequently by a lawyer"), and keep a copy somewhere safe
(e.g., at home). Asking for written absolution is a slap in the manager's
face ("what, you don't trust my word?"), but if you really doubt that
Management is being honest with you, it's important to cover your tender
backside. I've done this kind of thing before with some success, and I've
also refused outright to do the work--when I knew I could get away with this
and didn't trust the manager. In your case, the fact that the managers were
actually willing to give you the option to back out of the documentation
project for the porn software makes me feel that you may not be giving your
managers enough credit. But that's a guess; you'll know the real situation
much better.

<<What are the legal ramifications for the author of a legal document if the
author makes a mistake?>>

I assume that this would be covered under "due diligence", but I'm not a
lawyer and am purely speculating about whether that's the case. I'd hold out
for the written "we'll get a lawyer to review it" letter.

--Geoff Hart, FERIC, Pointe-Claire, Quebec
geoff-h -at- mtl -dot- feric -dot- ca
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