Leveraging Paralegals for Efficient Legal Document Drafting: Insights for IT Contract Managers

One of the many ways in which the business of law has evolved over the years is the expanded role of the paralegal. The paralegal began as an “extra set of hands” in the office, helping with administrative tasks we no longer even see as necessary to run the office of a law firm or in-house legal practice. We now understand the paralegal to be a valuable legal professional with specialized skills and education who contributes to a wide range of tasks. One of those tasks is document drafting.

This is particularly important for employers with IT contract management responsibilities. Can paralegals draft legal documents in the early stages? Can paralegals draft legal documents later in the review process? Can paralegals draft legal documents for contract renewals?

Let’s start with the basics as discussed at this legal article. We can consider the paralegal to be an indispensable part of the team, and a vital link between the attorney and the client. The issues that paralegals deal with are essentially the same as the issues an attorney would address. With the exception of the attorney-client privilege, the client’s interests are the same whether the attorney or the paralegal is speaking with the client and obtaining the facts from the client (why perjured evidence is not sufficient to validate our legal process). Those issues are confidentiality, competence to act, and communication.

Often, we see issues in the workplace when the paralegal is allowed to handle more responsibility than the attorney is willing to risk. This issue doesn’t come up much because of Rules of Professional Conduct and because of the liability of the employer – but it does come up in some cases where paralegals are hired directly by the client without there being an employment relationship and without any of the systems the attorney may have in place. When I was a paralegal working for a law firm, my contingency matters on personal injury were contracted directly with the plaintiff and my employer was not connected with that client in any way. For my lawyer, it wasn’t an issue of ethics, it was an issue of liability and her insurance. At the time, I was not willing to take a job that was going to put my lawyer’s career or my own at risk. This was a lesson learned for me on two points – don’t develop close relationships with your clients; and don’t allow the needs of your clients to override the better judgement of your lawyer (or employer).

When we say documents, the natural thought is of the legal document itself. The attorney will draft the legal document, but what about the other documentation involved with the contracts? What about the process of preparing and executing the contract? This means all the documentation around the contract than an IT manager is dealing with.

Here is an example. A paralegal should be able to explain to the employer how to file a simple Amendment to a contract without having to include the attorney if there are no compromises in the risk of including the words and no issues with the language. All that would be necessary is to give the client a pro forma form. The way to do this is to clearly define a pro forma for each type of contract – no matter what the specific contract or operation may be. The risk for this client is business interruption during the Amendment process, so the Amendment must be drafted correctly and filed properly to preserve the business process.

I have found that the entire topic of whether or not a paralegal can draft legal documents brings up misconceptions about what paralegals do. Here’s a quick list:

In house counsel – including both legal departments and those IT managers who handle their own contract management – are often looking for ways to streamline the hiring process to make it happen faster, and to keep the employees focused on their primary reason for being there, without having to spend so much time on the legalities.

We all know we pay more by the hour for an attorney than for a paralegal. While you might want an attorney to write the substantive piece, consider how much time you will save if the paralegal drafts the pre-formal statement. Chances are, the increased speed and less risk will offset the difference in cost. Remember that attorneys are human too and will limit their review based on their own time limitation issues. Strike a balance.

For businesses, it’s simple. Ask the attorney. Get a term sheet together with your paralegal. Then, listen to the attorney and take the advice. The attorney has been trained in this.

This is an area where you really should have a paralegal dedicated to the process of contract generation and upkeep. The contracts are only as good as the people involved and that includes the paralegals. An IT manager can use a paralegal in the sales development department to have someone sign off on the terms of the contract before submitting for formal approval. Have the paralegal document how that was received and confirmed by the vendor, then submit it for internal approval and processing.

The future looks good for paralegals whose experience includes drafting and managing contracts, amendments, changes and renewals.

For more information on the role of paralegals, you can visit Wikipedia.