Written by Ariane Ang
Contract Law
Contract law outlines the formalities and requirements needed to ensure a legally enforceable contract. Contracts provides a roadmap to the relationships you have between your business partners, suppliers, employees, and more. It is a way of writing down your expectations and obligations so that it is clear for everyone involved. As contracts are a guide to the relationship, it is important to get them done right.
Verity White
Founder and Chief Contract Enthusiast at Checklist Legal | Honorary Senior Fellow at the University of Melbourne
Verity White is the founder and Chief Contract Enthusiast at Checklist Legal. Verity is an experienced commercial lawyer with a passion for simplifying legal information and expertise in re-designing contracts for automation, readability, and usability.
Her work simplifying contracts has saved thousands of headaches for businesses and lawyers, and one of her B2B contract design projects was a Finalist in the Legal category of the 2019 Clear Communication Awards.
Verity led Checklist Legal to be the first Australian law firm to receive the WriteMark plain language certification and the first law firm to present at Melbourne Design Week.
Verity is also an Honorary Senior Fellow at the University of Melbourne where she is teaching Contract Design for Automation.
Connect with Verity on LinkedIn and Instagram or visit Checklist Legal for more details on her current projects.
INTERVIEW
As a student, were you certain that contract law was the area that you wanted to practise in? If so, how did those aspirations originate? If not, what led you to practise contract law?
I was doing an in-house internship at a telecommunications company when I was still studying. They really liked me and offered me a paid paralegal role, which was really great so I didn’t need to work at a bar anymore. I started doing that work and as lots of people have done in-house, there are lots of contracts involved, for buying, selling, employing, etc. I started to see a lot of contracts and was responsible for a lot of the contracts administration, like making sure Directors signed in the right places and making sure to tab all the spots that needed to be signed when everything was still in paper. If you missed a page you had to go back and do it all over again. I got really sick of doing all the administrative work which felt really boring, like taking information from one place and plugging them into another repetitively again and again and again. That’s when I started becoming interested in electronic signatures and automatic workflow. As I started to automate the contracts, I also started to redesign them so they would work better in a digital world and I wouldn't have to scroll through lots of pages to change things. That’s what started me on the path I am on now which is contract design and contract automation and that whole user experience of contracts. It all started out from being lazy and not wanting to scan documents and now it's my passion.
How has electronic contracts been beneficial and how have they changed since the start of the Covid-19 pandemic with everything being done remotely?
There’s been a few different changes to some of the legislation about the formal requirements of how contracts can be signed under the Corporations Act and the requirements for formal witnessing of documents. Some of these formalities have always been a bit contentious. I’ve always argued that you should steer away from those formalities where you can so you don’t need to worry about meeting the formalities.
For Covid, I think there’s been a bigger focus of lots of businesses moving to a digital space. Lots of people who have previously only worked as contractors to gyms are starting to run their own fitness businesses and using online processes to do that. Where they would normally be a personal trainer and get their clients to sign a waiver in person, they have now transitioned to doing that online. So it’s similar processes that have now been changed slightly.
Those have been some of the impacts from a contract point of view.
For me, it’s been lots of conferences attended and presented from home. Which has been fun in some ways. I’ve gotten to attend world-class conferences that have taken place overseas which I otherwise wouldn’t have been able to go to. It was quite interesting to be able to get access to those conferences. LPMA opened up an amazing event where everything was free and had really good insights. You should definitely check out those!
Could you give us an overview of a day in your life as a contract lawyer at Checklist Legal?
I don’t know if I’ve ever got the perfect routine, I’m always trying to tweak my productivity to put things together. I have two client groups, corporate legal clients and small business clients, so I try to group them together as there is a different mindset that you need to bring for each client group. It’s useful to batch the work together so you are in the right mindset and you don’t have to switch around. I also have some clients in New Zealand, who are two hours ahead, which is handy so I can start my day earlier.
I do some client calls in the morning and try to do some focus work of creating contracts and drafting when I’m fresh so it's more productive. In the afternoon, I break that up and I do client calls with new clients. Then I try to do a bit more business management and creative work on the business in the evenings or the afternoons. This would be looking over graphics, going over materials I want to add to a campaign, a new approach I want to consider, or fiddling with a powerpoint presentation pack that I need to deliver. That’s how I generally try to structure my day, which is a lot of reading and writing.
“It’s useful to batch the work together so you are in the right mindset and you don’t have to switch around. ”
Can you tell us about your work as Legal Counsel for Telstra and as an Honorary Senior Fellow at the University of Melbourne and how you balance your different roles?
I try to structure my day in the same way at my different roles. At Telstra, I don’t have as much control about meetings that I have to go to, but I do try and get that focus work and exercise done in the morning. That way its out of the way and I don’t have to worry about it.
The teaching side of things has been lots of fun. I now have a whole bunch of assignments that I have to mark so that’s something to look forward to. It was a bit tricky to know where to start when I was setting up, but it gets easier once you get set-up and start teaching the students. They get really engaged, and it’s great to have them get their hands into contract design and automation and have fun with it.
In terms of balancing things, having a good structure is really important so you know which day you do what work. During Covid, the lack of commuting has been helpful in some instances, but I do miss my bike rides into the office. Just try to balance it by being healthy, getting the exercise in and being clear about what you are going to do every day.
Can you tell us what specifically you teach at the University of Melbourne?
It’s a really fun subject, it’s a masters level innovation unit called Contract Design for Automation. In that subject, I take the students through some of the reasons why traditional contracts are a bit “crap” and some of the problems they cause with slowing down businesses. We then consider different ways to streamline contracts to make them easier to read and use. We also consider how to automate them, it’s not just to make them pretty so you can hang them on a wall, but to make them usable and easy to understand. I show the students how they can set contracts up for automation on many different platform types, which makes them tech-agnostic. There’s lot of different examples. We did a fun task where we did icon-storming. A key trend in contracts at the moment is involving more visuals. Icons are a great way to do that, you see it on websites all the time, and it can be really useful for contracts. So I gave them a legal term and within the minute everyone had to draw an icon for that legal term on their post-it notes. That was quite fun and we did lots of practical things to get the students thinking about the law and contracts in a different way.
What is the most fulfilling part about your job?
With Checklist Legal, as my own business with my personal brand, I get to work with the clients that I want. If you set up your brand a certain way, you will attract people who also want that certain thing. So that’s been really exciting! I wasn’t sure if people would be interested in getting contracts redesigned, but they are! It’s been great to work with like-minded businesses and legal teams and be able to explore this interesting new area of the law. That’s probably been the most exciting part of my job. I love seeing how clients are embracing a different approach, which is not the traditional approach, but still being able to provide them with strong legal benefits from that different approach.
“It’s been great to work with like-minded businesses and legal teams and be able to explore this interesting new area of the law. ”
Is there a commercial benefit in sending contracts that are more ‘attractive’?
There’s a lot of research that goes into this, if you’re interested you can search “process influence”. If contracts are easy to read, they are easy to trust, and consequently people will trust you more. The signing turn around times, is a major issue for large businesses. Often if they have a contract their clients will take it and give it to their legal department, take time to think about it, or hire a lawyer to look at it. This process mean the client takes two weeks or more before they look at it and send back questions. If you can shorten that time down, whether it’s on the buy side or the sell side, you can get revenue or supply in the door two weeks earlier. It could be two weeks more where that revenue is generating interest for you. From an internal perspective, in-house legal teams are looking more and more to simplify contracts because they know in-house teams are the ones reading the contracts. Simplifying the contracts makes it easier for your own team to read contracts and understand them and it’s easier to tell customers why they are or aren’t entitled to a refund. It’s clear that lots of big organisations are getting on board with this.
Do you think simplified contracts will become the norm in the future?
Definitely. I think that the time for legalese is done but I know there are a lot of lawyers and businesses that are digging their heels in to fight this. I think lawyers may look back at the way we used to provide legal advice and contracts and see them as incomprehensible, except for the legal staff that wrote them and even then they might have to refer to their notes to figure out what they meant at the time. Contract simplification/design, these are the buzzwords that are going around at the moment, where you use plain language in the contract. Ultimately, it doesn’t really matter what you call it, contract simplification is definitely a growing trend. All user experience, from phones to any type of service, should be simple and easy and customer focused. That’s what the law should be.
What has been a highlight in your career? / What is the most exciting project or memorable case you have worked on?
Starting my law firm, Checklist Legal, was pretty exciting and mildly terrifying at the same time, so that’s been a real highlight for me. I’ve also enjoyed doing some big juicy contract redesign projects that have been recognised by international organisations that do contract design assessments. Recently, I did a projet recognised by the World Commerce & Contracting Better Contract Design Mark and previously a project was recognised by the Clear Communication Awards. My law firm engagement documents was one of the first law firms and the first in Australia to get the WriteMark Plain Language Certification. These awards have been great to get some certification to show that I don’t just talk about making things simple, I actually action it as well. It’s very easy to say that we should simplify things but then fall back on bad habits. I’m always trying to improve and simplify my contracts going forward. Those have been some of the key highlights for me but lots of good habits to come!
What gave you the bravery to take the leap and start your own law firm?
It was mainly because I could see that there was a lot of interest in the area that I was working in, with the idea of simplification and user experience. I knew that if I wanted to access law in that way that surely others did too. I think I just thought that if people want to pay me to do this, I could do it as a consultant, it doesn't have to be a law firm, but I thought I might as well do both and see how it goes. In terms of the process, I got it all cleared through conflict of interests and I don’t work on things that conflict with my other work obviously. But you have to go through and complete the Legal Practice Management Course and change your Practising Certificate. There’s quite a few administrative things that you have to do which I started doing back in 2019, and it’s a bit of a road to do it. It’s a bit like you have the idea then you kinda go along the road and it's like “Oh I’ve started a law firm!”. I don’t know if it was one moment of bravery, or big flashing light that happened, but it just seemed a natural progression for the work I was doing and presenting on these topics and just wanting to do more in that space that I wasn’t necessarily getting the access to be able to do in my day-to-day role.
“It’s a bit like you have the idea then you kinda go along the road and it’s like “Oh I’ve started a law firm!”.”
In terms of the administration details, you only have to be practising for two years before you can start your own law firm if you want to. You have to do a mandatory Practice Management course now. It gives you a network and some of the basic skills for your business and owning a law firm. When I did the Legal Practice Management course, there was at least one person in there who was at the two years practising mark and was starting their own firm. I think they were going to pass the two year mark when they finished the course.
What skills do you need when working with clients within contract law?
Contract law is quite broad because you could work on the sell side (helping people to set themselves up to sell their goods and services) or you could work on the buy side (creating contracts to buy stuff), or you could be doing construction, gyms, and all any other area. Different skills would be needed depending on the area you’re in. In the general commercial sense of contracts, being able to talk clients through things and explain the language and risks of that particular industry, service or product type, and conduct the detective work of digging those questions a bit deeper to have a checklist of questions when you are doing your client interviews and discussions. You want to make sure you are covering the issues but also giving your client time to explain their business needs. It’s about talking to the client and understanding what they want to achieve in their business, right now and in the next 6-12 months so the contract can grow with them.
If you are working in government or construction contracts, the risks are a bit different, or you might have standard form contracts where you have set negotiating positions or set approaches. The skills needed are different depending on the industry. Over time you start to develop an understanding of the key risk areas and recognise the risk appetite for the business, their regulatory environment, etc. For example financial services clients will have very different regulatory environments and needs than a telecommunication service, which is also very regulated but differently. Some areas you will be able to just write up your contract, but some areas you will have strict checkboxes that you need to check. Understanding the industry and how the client runs their business, helps to put in the terms that you need.
I’d also build an understanding of how online businesses work too. That way you are able to offer more than a Microsoft Word or paper contract. Understanding that the client might be running an online “click to agree” contract or sending out a proposal and getting a signature via DocuSign is important. It can have subtle differences in the way you might set up the contract. Things like payment terms (whether you paying upfront or in arrears) and how they will work are important, as that will affect the terms of the contract.
It’s a bit of detective work and also understanding of the industry of how the business works for commercial contracts.
Is there a requirement of technical skills?
Microsoft Word definitely helps, especially if you can touch type. I’m trying desperately to get better at typing as I would love to type faster, but I’m deciding if I should just give up on typing and use voice dictation, but I don’t know if the technology is there yet. In terms of coding, I don’t know how to code but I can build things in no-code platforms and use automated technology. Just having a general understanding of the different types of ways that contracts can be formed in an online world, like clicking to agree, electronic signature platforms and how they work is useful. More and more we are seeing that contracts are not just the bit of paper, but also the email messages, the text on the screen when you hit agree, etc. and that’s forming part of the full contract with the client. Understanding business models and the business is crucial to serving clients. Otherwise, google docs, any app or plug-in that helps check for cross referencing and such are also useful.
How do you maintain a work-life balance?
It helps to get your exercise and fun stuff out of the way early. I go for a walk with my pooch every morning which is nice, getting out and about when we can in these lockdown times. That is really important.
I don’t know if I’m that great at balancing, I feel like most waking moments these days are filled with ideas for different opportunities and ideas for clients. Although, having set times and booking into do things has been helpful.
My friends and I have a recurring invite in our calendar to have dinner once a month. Because it’s in my calendar, it happens, otherwise it just does not happen. I’m not forcing myself to spend time with my friends, because I do want to see them, but if we don’t schedule we forget and get busy and it doesn’t happen. For me that’s one of the ways to book in my social activities. My tip is to book it in so that you remember to make time for it.
What are your top tips for law students who want to practise contract law in the future? Was there anything you wish you knew before you began your career in contract law?
If you’re interested in contract law, getting experience in business is crucial. Whether that’s running a family business or in a law society or legal innovation committee, there’s lots of options where you can get a sense of the different contracts that are used in business. Fiddling around with some of the platforms like DocuSign or plug-ins with Google Forms or Google Docs to build your own document assembly tools can be great experience too. You can start to think about the problems that you see.
We all sign contracts all the time. So if you are interested, take some time and read those contracts. I wouldn’t say to go to the extent that I do, which is to save links to copies of the terms and conditions that most people probably click and ignore, but you can start to get curious about the different contracts you interact with in your day-to-day life.
As a student, you interact with a lot of contracts with the university and your part-time or full-time job. There’s a lot of contracts that you can start to look at. It might feel annoying to read them, but you can start to read them and compare them and ask questions about why things were done a certain way. There’s so many resources around on contracts, so if there’s anything you are curious about you can always research to find lots of interesting insights into different approaches on contracts.
One of the things that surprised me when I first started working in-house was the length of contracts. I didn’t really think about it when I was studying. Contracts are bloody long, and can be quite exhausting. It’s ridiculous. Speed-reading is perhaps a skill that contract lawyers should have. You do kinda get a sense for it after awhile. You know that definitions are either in the front or the back. You start to get your head around where things are in a contract. I just wish that when I was studying contract law that it was more practicable. I didn’t really enjoy it when I was studying it and I wish I had known how exciting contracts could be.
The strategy of negotiating contracts, and how to mark it up in the right way to convince the other side to agree with you, and how to create an issues table when negotiating contracts are some key skills that you could learn and develop in-house too.
I know how exhausting and stressful it is to go through final year applications. It is not the end of the world if you don’t get the job. It is not the end of the world if you don’t get offers from the big whoevers so don’t beat yourself up. If you want to stand out, pick your law firms and understand them by going along to the different events and try not to blanket your approach and be targeted to the law firms that are interested in the areas you are. But also keep in mind that you might change your mind. Make connections online, post about the areas you are interested in. You don’t have to know everything but be able to talk and explore ideas in the areas you are interested in. This is really helpful to make connections.
Suggested Electives/activities:
Electives:
LAWS90194 Contract Design for Automation
Taught by Verity White at the University of Melbourne and is highly recommended if it runs again next year.
Legal Design related units
Any kind of secondment or internship in-house
Contract Law is a mandatory unit, but definitely pay attention in the class if this is an area of interest.
Experience/Activities:
Legal Hacking Events
ALTA (Association for Legal Technology Australia) Events
These often touch on legal technology that helps with contracts.
Run a Legal Techy Tuesday Series here under the “LegalTech AI” tag.
IN THE NEWS
How to simplify a contract: the ultimate guide (Juro, 2021)
Juro knowledge team covers the tips and tricks to simplify a contract and the benefits of doing so.
“By simplifying your contracts, you can make them more accessible to everyone and bring your counterparties closer to signing the deals that matter most.”
“It is typically achieved by delivering plain language and better legal design, but more broadly, a simple contract aims to provide the information parties need to know in a way that is accessible to non-lawyers, rather than just leading legal counsel.”
“Just because contracts establish a formal relationship, with all the legal rights and responsibilities that involves, that doesn’t mean they have to be intimidating and unpleasant.”
Considering buying property off the plan? Here are 6 crucial steps to protect yourself (Architecture & Design, 2021)
Learn the crucial information to protect yourself, specifically the contract terms and clauses to understand and look out for.
“Policy change is needed to better protect buyers and put the onus on developers to make contract features such as these much clearer.“
“Get legal advice on contract documents — and make sure your lawyer knows what to check and examines the contract really closely.”
“Strengthen the "unfair contract" provisions in Australian Consumer Law.”
Link to article (this can be edited and renamed)
EPISODE 9 DESIGN THINKING MUCH NEEDED MINDSETS IN CHALLENGING TIMES (Centre for Legal Innovation, 2020)
Melissa Lyon, Legalpreneurs Lab Geeky Guru and Associate Principal of Hive Legal, discussed Design Thinking – Much needed mindsets in challenging times.
“As the legal industry struggles with the disruption of COVID-19, there is much that we can learn from and put into practice as we reimagine and rebuild the legal ecosystem, using the mindsets which underpin design thinking and human centred design.”
learn more about Contract Law
Can Intelligent Automation Supercharge Legal Innovation? (ALTA, 2021)
Shaun Leisegang, from rapidMATION explains how innovation is impacting how the legal profession is designed and delivered.
“By 2023, Gartner predicts that 33% of corporate legal departments will have a dedicated legal technology expert.“
“Firms could also use intelligent automation to instantly generat[e]…contracts and other documents to save time and minimise human error.”
Why The Time For Better Contract Design Is Now (Above the Law, 2021)
Stefania Passera, contract designer in residence, and Paula Doyle, chief legal innovation officer — the leading ladies behind WorldCC’s design and simplification initiatives — explain what makes good contract design and why businesses should adopt it.
“I love seeing lawyers realizing that they don’t need contracts to be full of legalese for it to be binding and that sticking in everything, including the kitchen sink just in case, is not actually good risk management.”
“The Better Contract Design Mark is a recognition for contracts that are designed to be user-friendly, clear, inclusive, and good for business.”