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Wednesday, August 1, 2012

10 Questions for @theContractsGuy

TheContractsGuy_graphic_2_Brian Rogers a/k/a @theContractsGuy is a St. Louis business lawyer and self-described "contracts aficionado"; he has an excellent blog at thecontractsguy.net.  He was kind enough to answer 10 questions, including a restaurant recommendation, in case you are ever in St. Louis.  

When did you realize you had a passion for contract law?

 I fell in love with contracts while working in the legal department of a Fortune 500 company during a 15-month period early in my legal career (on loan from my law firm through a secondment). I’ve long been fascinated by business, and contracts are where the rubber meets the road and business deals are hammered out. Nothing is more satisfying than looking at a deal through lawyer goggles and identifying important business issues that your client hasn’t thought of.

Who is your typical client? 

I do M&A and general corporate work in addition to commercial transactions, and the typical client profile varies depending on the type of work. Contracts clients tend to be larger companies in industries where a business’s relationship with its suppliers or customers is complex. The best clients are those who’ve found contract religion as the result of being involved in litigation over a contract and having an unfavorable result. Those clients tend to appreciate the danger of time bombs sitting in their file cabinets in the form of bad contracts.

What is something interesting you worked on recently?

 One of the most interesting projects I’ve done involved a franchisor that wanted its franchisees in the US and Canada to refresh the look of their stores. I represented the contractor that won the bid to perform the work. The project involved drafting and negotiating an agreement between the contractor and the franchisor that balanced the interests of the franchisor and contractor, while properly inducing the franchisees to participate. It was interesting work for a wonderful client with exceptional opposing counsel.

What is the single most valuable lesson you learned in the first year (or so) of practice?

Always produce quality work product. In the rough and tumble of practice you often have to juggle deadlines and multiple projects and sometimes something has to give. Shoddy work product is always the wrong answer. Also, for those who plan to practice in large firms, the proper method of genuflection varies from partner to partner. Keep a list.

What do you wish someone told you when you were in law school?

The practice of law is stressful. It’s an inherent part of the job — even when you work with personable colleagues and for understanding clients — because the stakes are high and the work is important. Job stress said “howdy” my first day on the job and it’s been a constant companion every day since.

What are your 3 favorite legal blogs or websites?

Besides ContractsProf Blog … Ken Adams’s The Koncise Drafter is excellent if you want to get into the weeds of technical drafting issues. I also read IP Draughts, which is published by UK intellectual property attorney Mark Anderson and approaches contract issues from a practical perspective. And China Law Blog has no peer when it comes to providing insight into being a good transactional attorney. I’d highly recommend it even if your clients don’t do business in China. I published a piece on my blog that explains what’s so good about that blog. 

Who should ContractsProf readers be following on Twitter?

· Eric Goldman (@ericgoldman), a law professor, publishes the Technology & Marketing Law blog
· Greg Lambert (@glambert), a law librarian, is one of the “geeks” who publish 3 Geeks and a Law Blog
· Bradley Clark (@bradleybclark) is a young business lawyer from Texas
· Docracy (@docracy), an open source contracts start-up, is powered by Veronica Picciafuoco.

Has legal scholarship ever been valuable to you in your practice?

I often go to the journals when I’m doing in-depth research. One of the most useful articles I’ve read is “After the Battle of the Forms” by Francis J. Mootz III in I/S: A Journal of Law and Policy. The article has informed my thinking about the battle of the forms in today’s contracting world. Plus, it introduced me to the term “sign-wrap,” which I think is a good way to think of on-line contract terms that are incorporated into paper contracts by reference.

Best efforts or reasonable efforts?

Reasonable efforts. If anything beyond reasonable is expected, it should be spelled out in the contract.

What is your favorite restaurant in St. Louis?

My wife and I like Stellina - the best, hands down. Located just outside the Hill neighborhood, which is known for its Italian restaurants, Stellina is a small café that makes its own pasta and desserts from fresh ingredients, and it has a great, casual atmosphere.

[Meredith R. Miller]

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