Igniting a Practical Contracting Revolution – Laura Frederick – S5E18

00:04 Robert Hanna:

Welcome to the Legally Speaking Podcast. I’m your host Rob Hanna. This week, I’m delighted to be joined by Laura Frederick. Laura is the founder of How to contract helping lawyers and professionals draft and negotiate contracts. For 25 years, Laura has been helping clients with their business contracts and technology agreements. She has previously worked for the likes of Tesla, and as part of their legal counsel. And in 2019, Laura opened her own law firm, Laura Frederick Law, so a very, very warm welcome, Laura.

00:36 Laura Frederick:

Thank you so much. I’m so happy to be here.

00:40 Robert Hanna:

Absolutely. Delighted to have you on the show. And before we dive into all your amazing achievements and experiences to date, we do have a customary icebreaker question here on the Legally Speaking Podcast. So on a scale of one to 10, 10, being very real, what would you rate the hit TV series Suits in terms of its reality?

01:02 Laura Frederick:

Let’s say negative one, is that an option? Negative 100?

01:09 Robert Hanna:

It sure is. And is there any particular reason? I mean, you could go on and on and on. But why does it get a minus for you?

01:14 Laura Frederick:

Yeah, I think it gets a minus because everyone knows everything without spending any time figuring it out. And that’s just not how lawyers work, how any of us work. We have to, you know, we all know some things in our expertise in our wheelhouse. But there’s, you know, the vast majority of things we don’t know. So I think that’s the one of the top ones for me.

01:39 Robert Hanna:

Yeah, I think you well, and truly justified your negative mark. So let’s start at the beginning, as we like to have all of our guests tell us a bit about your family background and upbringing.

01:49 Laura Frederick:

Sure, I was raised, born and raised in Rochester, New York. I’m a fifth of a family of seven kids in my family. So I had a great upbringing there and, but always had an interest in international things. So as I was growing up, I was an exchange student in high school, I went to Spain for a summer and kept that interest and wanted to have a life and a career in international business. Because growing up, it was a very small town feel where I or the neighborhood I grew up with the community I grew up with. So I always dreamed of adventure and excitement.

02:34 Robert Hanna:

Yeah, I love that. I love the fact that you always had that sort of international outlook on things. So Laura, how did your journey into the law begin? When did you start your legal career?

02:46 Laura Frederick:

Yeah, so I’ve never met a lawyer before I went to college. And I thought lawyers were very smart. And I was like, well, I’m pretty smart. But I’m not smart enough to be a lawyer. So I was, I remember being in college with my other friends who were talking about going to law school after college. And I thought, wait, I’m at least as smart as they are. If they can do it, I could do it. And then as I progressed, I studied international economics in college. And as I progressed, I was looking at what I wanted to do next. And I knew I wanted more education. And I didn’t like math. So that rolled out my MBA my master’s in economics. And I decided on law school, because I was good at writing, and I enjoyed writing.

03:36 Robert Hanna:

Yeah, and you’ve been immensely successful throughout your career. And to the present day, you know, also, you’re now the founder of How to Contract as I mentioned, in the opening, an e-learning platform, a learning platform, should I say for lawyers and professionals? Would you mind maybe explaining a little bit more about How to Contract and how it all works?

03:57 Laura Frederick:

Sure. So How to Contract really came from my own personal search for practical contract training that as a new lawyer back 25 years ago, I wanted somebody to give me the answer. And what I always got was, it depends. And so I said, okay, great. Well, what does it depend on? And how do I figure out what it depends on? And why do I use this word and not that word? So I had some great mentors who taught me, but once I got past that junior lawyer phase, it’s really hard to get that training and get that input and to continue to refresh. So I decided when I got to a point in my career, where my I had opened my  own law firm, and I’m doing well I have some time available. And I thought, you know, this is the moment in my life where I can do this or I can create what I always wanted, which was a practical contract training business. So it really started with humble beginnings of me posting every day on LinkedIn, I thought, well, I want to publicize my law firm a little bit. So the way to do that I studied up and it says, okay, become a thought leader. I was like, okay, I can do that. What do I know about, like, I know contracts. So I was like, well, let me show people, let me share with them what I know about contracts in a way that gives back and helps others at the same time. And so I started sharing these insights into contracts, the, what the senior lawyers know about how we draft and negotiate things, I’d learned over 25 years of doing it. And it really snowballed and took off like crazy, I never expected it would have I don’t think anybody would have expected posting every day about how to draft and negotiate contracts would become so popular. But people clearly were a lot like me looking for someone to help them figure this out. And so I was thrilled to be in that place to do that.

06:00 Robert Hanna:

Yeah, and you’re so tremendous, and what you share in the community you built as a result of that. And as you say, you know, you spent your legal career looking for good, practical contract training. So you know, I always talk to a lot of people about what is your why, but why was it important for you to create a course on how to draft using contract case law, narrowing the concept and issues and clauses to a basic level?

06:26 Laura Frederick:

I think it’d be it was important because I come from a service background. So we started the conversation talking about family, and my family, everyone in my family is very service focused. So my dad’s 84, and still volunteers at the soup kitchen. You know, my parents, my whole life showed us how to be of service. And so for a long time, I thought, well, I’m a lawyer, I work in private businesses, I help my clients, that’s not really service because services people who serve the community. So I think I’ve had that inside me. And then, when I realized how much it helped people, for me, just to share what I knew it wasn’t even like going out and researching or doing work to do it, I just kind of off the top of my head can tell you 20 things about how to draft and negotiate a pricing provision. And so by sharing that, I was getting email, I started getting emails from around the world, people saying, you know, I’ve had this imposter syndrome, I’ve really don’t feel comfortable with contracts, you know, and now based on reading you, I’m asking for that promotion, I’m taking on this new job. So once I saw the impact that I had, it was contagious. It was inspiring, and I wanted to keep going. And so that really helped drive me to expand and offer this training to more people in more ways. It’s it’s kind of a it has become my why and my mission to really help people around the world. Learn more, so they can do better.

08:06 Robert Hanna:

Yeah, and I absolutely love that sort of, you know, leading with value, service, putting others forward. And first, just love absolutely everything about that. And you touched on it there. But are there any specific benefits you hope for lawyers and professionals to acquire from How to Contract?

08:22 Laura Frederick:

Yeah, I think it’s what I wanted people to realize is it’s not this amorphous, vague bubble of knowledge that it feels impenetrable from the outside. Because the way a lot of training goes now, they’ll explain all the it depends, well, it depends on this. And it depends on this. And it’s and suddenly, if you’re if you don’t know, all those reasons, and all the it depends, it feels insurmountable to try and figure it out. And so one of my goals is to break it down for everyone. And to show them it’s not rocket science. It’s really, yeah, there’s complexities. There’s nuances. You can always get better your whole career. I’m still trying to get better and learning all the time. But all you have to really do is break it down into the pieces. I treat a contract like a car. So if you’re standing on the outside of a car, and it’s broken, and you just stare at it, how do you fix it, you have no idea. But if you narrow down what part of the car is broken? Oh, it’s the exhaust system. Okay, and then let’s look at the exhaust system. There’s 12 pieces to it. Okay, let’s look at those. Okay, the third piece is broken. And contracts are the same way you look at the contract to break down each piece. You break it down to a section, then you break down to a sentence, and then you look at the words. And if you approach it that way, it’s not as scary. It’s not as intimidating, especially for people who don’t do contracts all day every day. That’s a particular focus of mine as people who are litigators in court and now turning into are trying to expand their expertise with contracting. And so a lot of what I want to do is kind of help show them how to do that. And by making it more approachable, and breaking it down into easy to learn chunks. Yeah, and

10:19 Robert Hanna:

I think you do such an incredible job with that. But talking of rockets, science, cars, for two years, you did work for that little known company called Tesla as their Senior Commercial Council. So during your time, there you drafted, negotiated contracts to purchase, you know, capital equipment, solar power systems, you name it, but what experiences did you gain whilst working for Tesla? And how did that contribute to How to Contract?

10:47 Laura Frederick:

Yeah, I think, you know, I loved working at Tesla was a fantastic job, mostly because of the other people that work there. It really is a company, that’s a collection of the best in the business, in whatever role we had. So one thing I got out of it was I got to work with absolutely amazing people. And so they challenged me and helped me get better. The other lawyers I worked with challenged me and helped me get better. So that was part of it. But the other part was Tesla has a an internal structure that is very lean. And you don’t have layers upon layers upon layers of authority, and, and decision making, and everybody’s involved in everybody else’s business. They try to hire the best, and then they trust the best to do their job. So I think that empowerment in that job really helped conquer my own imposter syndrome. Because even though on paper, I look like I shouldn’t have imposter syndrome. I’ve, you know, worked in big law. I’ve had all these great career opportunities, and I’ve done well. But I kept even up through the beginning of Tesla, I was still waiting for people to figure out that I didn’t actually know what I was doing. And one of these days of, you know, the the facade, the fake facade I carried of being good at what I do would come down. And I think there’s something in particular about contracts and working with contracts that creates that, because it’s not, it’s not like a regulation where you’re reading a book. Oh, there it is. I tell you how to do that. You’re good. So contracts, there’s never a right answer. There’s no one way to do it. And so that, I think fuels that imposter syndrome it did with me, and working at Tesla and succeeding at Tesla. And being a valued part and a valued contributor, I think boosted my self esteem, it boosted my confidence to the point where I was I knew that I knew what I was doing. And I lost a lot of that self doubt.

12:57 Robert Hanna:

Yeah, what a wonderful answer. I think you share so many nuggets of wisdom there particularly for people you know, who are thinking of going to join these sorts of incredible organizations. Time for a quick break from the show. Are you a legal aid practitioner in England and Wales specializing in civil or criminal legal aid matters? If you are this message is for you. As a legal aid solicitor, you don’t have time to waste on legal aid case management software that doesn’t work to your needs. That’s why Clio has developed a quicker, more accurate and affordable solution, for legal aid solicitors in England and Wales. It could save you hours in your month, particularly when it comes to end of month invoicing and claims to the legal aid agency. To see how it all works. Visit clio.com. Forward slash UK forward slash Legal Aid. That’s Clio C L I O .com. Forward slash UK forward slash Legal Aid now back to the show. So it’s very evident that drafting and negotiating contracts is a fundamental part of your job. So where and when did your interest for contracts, I guess initially stem from?

14:12 Laura Frederick:

I think it’s as a young lawyer, I started my legal career doing franchise law. So the first three years I worked, I did franchise law. And the reason I chose it was it was in a recession, period. So there weren’t a ton of job opportunities back then. And I was committed to international so I had to find my first legal job. I didn’t want to find something, you know, was that was lacked that component. So the only job I could find was doing international franchise work. And franchising is a mix of contracts and regulatory work, because you have to comply with all these regulations. You have to create something called an offering circular which is like a securities perspective that are prospectus that has to be written in a particular way. And so I that was part of my job, but then I also worked on the franchise contracts. And very quickly I grew to hate working on the offering circulars worrying about regulations. That’s it felt like it was trying to keep me in a little box when I wanted to get set free. But then when I came into my contracts, it was I found so much joy, because there’s so much creativity and strategy. And no one can ever look at your contract and said, you screwed up. Sure, maybe you didn’t get some things better than others. But the nature of contracts is imperfect, you’ll never have that perfect contract, you’re always trying to make it better. So I think working with contracts appealed to the creativity side of me, it appealed to the not worrying about somebody telling me I did it wrong part of me. And then also just the operate the opportunity to work with the business and really get embedded and understand what they’re doing. Because that is such a core component of working with contracts.

16:09 Robert Hanna:

Yeah, and I have a dummy question here, because you’re not allowed to say it depends. Is a verbal agreement, a contract?

16:16 Laura Frederick:

It can be like that. I like that. I couldn’t say depends. So it depends on the circumstances and facts. So most of the time, the law clearly says a verbal agreement is a contract, whether you can enforce it, whether it meets some requirements, for example, in the US to that, you can’t have verbal contracts to buy goods over $500. And you can’t have verbal contracts to buy land. So there’s some well, I should back that up. Whenever I give advice. It’s always like, wait, wait you can have verbal contracts to buy goods, anyway, we’ll edit that part of that answer, because that’s way too specific.

17:05 Robert Hanna:

Oh, no, I was already teasing you. So don’t worry. Don’t worry. I just wanted to get the it depends in I knew that as an answer, you probably had to go down that route. So I just away. But in 2019, super exciting things happened for you. It certainly didn’t depend, you took action, and you opened your own law firm. Laura Frederick Law, super, super exciting. So you’re a top boutique law firm, you’re assisting business with their vendor contracts. But what on earth are vendor contracts? And what type of work does this all involve?

17:37 Laura Frederick:

Yeah, vendor contracts really are any contracts where a company is buying goods, services, or licensing technology. And if you think about it, that’s what businesses do. They have the incoming stuff, the people, the services, the things and the technology. And then they have the outgoing stuff, which is what they sell to their customers or offer to the world. And so they’re very different contract approaches. If you think about it, if I am buying widgets to incorporate into my product, I’m going to need my vendor to have that contract, do certain things. And especially if I’m buying a $200 million dollars worth of widgets, I’m going to really care about every single word because any if anything goes wrong, it’s it’s in the 10s of millions of dollars of problems. So companies, sophisticated companies, and even smaller companies need to be thinking about their vendor contracts a little differently than their other contracts. Because your whole business model for most company depends on having your vendors do what they’re supposed to do, and being able to resolve differences when they don’t.

18:55 Robert Hanna:

Yeah, I totally agree. And I love the fact that you know, you have taken that step to set up your own law firm, and I want to give this message or allow you to give the message, you know, what would you say to encourage other people who are probably sitting on the fence about doing and one piece of advice?

19:12 Laura Frederick:

Yeah, well, I’ll say the one of the reasons I was particularly scared about it is I’m a single mom, I’ve doesn’t have any other financial support, and I have four teenage boys. So talk about scary. The idea of quitting my supposedly secure job. To do this, everybody thought I was crazy. But what I learned since then, is now I see keeping that day job as the scary part because all your income is tied to one employer. And if they lay you off, if you have a bad boss and you can’t stay, suddenly your whole world and your whole financial security is is set a tumble. Whereas now with my own law firm, you’re able to manage your income by getting different clients, I added another business. So I have 100 times more financial security now than I did three years ago. So I think that is that financial security and the opportunity to be truly financially secure. And the reduction in stress that that provides. And I’m not talking about the amount of money you make, it’s knowing that there is income coming in. Once you learn how to get clients and keep clients happy, you see that losing one client is okay, you’ll get another one. So it’s a whole different mindset. And I know my I have attained so much more peace, emotionally, psychologically, than I did as an employee.

20:45 Robert Hanna:

Yeah, I love that answer. And it kind of resonates with me a little bit, you know, you talked about risk. You know, someone once said to me, if you don’t risk anything, you risk everything. And so that story, there is just a, you know, what a risk you took, but what a reward and the fact that, you know, you looked at it from another perspective of actually, you know, there’s a risk here by just staying in this one job. So absolutely love it. Great perspective. And I think it’s great that, you know, other people in the legal profession are thinking in these slightly different, more entrepreneurial, you know, risk, risk taking approach. But as part of your career, you were a Senior Commercial Counsel for a couple of organizations, particularly Solar City, where you were advising and counseling on contracts. So do you believe contracts are now a significant part of transactions?

21:28 Laura Frederick:

Yeah, I think they always have been, but they didn’t really get the top billing that other types of law and types of practices got. So I would often see companies put the, you know, give the contracts to somebody who was doing something else. So they’ll have a regulatory lawyer and say, hey, we’re going to add contracts to you, or you have a corporate lawyer who suddenly is getting involved in commercial contracts on the side, because somebody has to. And so what I think these those approaches are missing out. And why I think contracts is such a critical part of for, for lawyers, not only who do it exclusively, but those who do it otherwise, is contracts are have the potential to save the company and your client, so much money, if done well. So if you do contracts well, you get what you paid for. If you do contracts poorly, you may not. And you may end up having to pay damages and situations or more fees and situations that you shouldn’t have to. And I think the contracts are the the secret for that. Cost control risk mitigation for so many things that businesses do. It’s centered around quality contracts that are written and negotiated by people who know what they’re doing. So I think more training on contracts, learning about contracts quickly translates into savings and more opportunities for businesses.

23:00 Robert Hanna:

Yeah. And again, wonderful answer. And I guess this leads on nicely when we’re talking about all things contracts, you know, the future is here. We have web threes. We have the metaverse, we have non fungible tokens, we have smart contracts. So you know, what are the challenges do you think companies will face in the coming year with contracts?

23:18 Laura Frederick:

I think, trying to manage contracts, as we move into this faster pace, more digital environment. I think in the past, a lot of us made do with sending back Word files by email, you know, negotiating over months at a time. And I think a lot of that is going to go by the wayside, that we’re gonna have to move much quicker. Humans cannot manage the amount of contracts that are out there, at least not well. And so I think companies have no choice but to invest in contract technology, and contract management technology. And anybody who hasn’t, isn’t looking at that and hasn’t looked at that is going to quickly find themselves in a very difficult situation. Because it’s I think it’s gone from a nice to have to a must have.

24:12 Robert Hanna:

Yeah, I absolutely agree. It’s essential. You know, even though the legal tech space is is getting up with steam, it’s a little bit behind and if you don’t embrace now, then you know, you forever will be behind. So finally, then, Laura, what advice would you give to our listeners interested in drafting and negotiating contracts?

24:32 Laura Frederick:

I would have you look at why look at each word and understand why it’s there. Because if you don’t understand the why behind the words, you won’t understand how to effectively draft and negotiate those words. So I give the example of confidentiality. You need to understand trade secret law in order to effectively negotiate confidentiality. So if you want to improve and your contracts and the ticket to being a great contract lawyer is really understanding the why. And to understand the why you have to understand the law behind it. And so focus on the law behind it not memorizing cases not reading a million opinions, but understand what the status of the law is that informs how you choose the words you put into your contracts.

25:25 Robert Hanna:

Yeah, I love that such good sage advice. Once again, Laura, it’s been an absolute pleasure having on the show, if people want to get in touch about anything we discussed today, particularly contracts, what would be the best way for them to contact you feel free to shout out any of your social media or web links will also share them with this episode for you, too.

25:43 Laura Frederick:

Yeah, the best way is on LinkedIn, that’s where I live, because that’s my, that’s my world. That’s my community. So you can either direct message me on LinkedIn, definitely connect with me and follow me, you’ll get that daily contract tip. I also didn’t mention I have I post a daily contract cartoon every day that has the same theme as the tip. And I create all those myself. It’s part of my creative outlet. And so I have a lot of fun with that with ridiculous characters and pirates and zombies and aliens can find their way into those. So that’s the main way and then also via my businesses How to Contract.com or Laura Frederick Law.com.

26:31 Robert Hanna:

Brilliant. Yeah, and I love those cartoons. I love seeing everything you do on LinkedIn. I think you just produce awesome content and you build a wonderful community. So thank you so so much lore for coming onto the show. It’s been awesome having you wishing you lots of continued success with all of your pursuits, but from all of us on the Legally Speaking Podcast over and out. This week’s review comes Zara powerful five stars amazing to hear a podcast that shines a light on how varied the legal industry is. Hearing from a number of people with unique journeys consistently instills me confidence that my route is also taking me down the path of success. Incredible. Zara, thank you so so much for your kind words from all of us on the Legally Speaking Podcast. We appreciate you.