Are We All Just Copying and Pasting Our Way to Legal Malpractice?

The Great Contract Drafting Debate

What if everything you learned in law school about contract drafting—precision matters, case law guides decisions, careful bargaining drives deals—is complete fiction? That's the uncomfortable question raised by a provocative new study that has senior transactional lawyers questioning whether their profession has devolved into an elaborate game of copy-paste.

The University of Miami Law Review recently published "The Form Knows Best" by Tara Chowdhury, Faith Chudkowski, and Mitu Gulati, based on interviews with over 170 senior deal lawyers. Their findings are brutal: most practitioners admit to using boilerplate they don't fully understand, rarely update provisions even after adverse court decisions, and prioritize deal flow over doctrinal precision. The law school ideal of the careful craftsman? Largely a myth.

The article triggered responses from two heavyweight practitioners who offer radically different takes on whether this represents rational adaptation or professional negligence.