The Crisis Exposed by Pari Passu
To this practitioner, The Three and a Half Minute Transaction by Mitu Gulati and Robert E. Scott describes a “crisis” in the Chinese sense of a situation that presents a danger and an opportunity. The danger is that the clients’ demands for lower legal fees, the mechanized contract production process, and the unwillingness to subsidize research will lead to offshoring of this contract drafting service in the same way that much of the American manufacturing capacity has moved abroad. If the contracts are produced in “three and a half minutes” by rote usage, as the title suggests, and no innovative thinking is going into producing the contracts, it would seem that this task is ripe for outsourcing. In fact, law firms and legal departments are now outsourcing (including offshoring) more and more of their document preparation to legal-process outsourcing firms. The logic for outsourcing these contracts seems unassailable. Perhaps the outsourcing will only start with the most standard documents, and would always involve review by a senior lawyer in the United States. But it could present a tremendous blow to young associates and to the future of this—and every other—contract drafting practice in the United States. How law firms deal with this challenge will depend on how creative and far-sighted they are. Their response is a topic for someone else to study. I would like to consider the opportunity that The Three and a Half Minute Transaction presents for legal education.