"Your superpower is your unique sense of communication" — How I Contract Interview with Joel Roy

We have had the great pleasure to interview Joel Roy, Biotech Counsel and Part-Time Troublemaker at Novartis IMI. Joel has also been named Modern Counsel 35 under 35 and 2023 Legal Disruptor.

This interview is part of the How I Contract interview series with experienced contract lawyers and professionals which aims to become a source of inspiration, support, and advice for new lawyers and professionals. 

Dive in! 

​​What was your biggest challenge when you started working with contracts? If you could go back in time, but keep all the knowledge and experience you have now, how would you deal with it?

I came from a litigation practice, so the biggest issue I faced early on was to see contracts as an adversarial exercise in which you “fought” with the counterparty for the most rights.

While this is not entirely untrue, there’s a lot missing from this limited understanding of the practice.

As soon as I realized that contracts were in fact intellectual problems which could be tackled collaboratively (albeit from different perspectives), my world opened and the process became smoother (and a lot more enjoyable!)

How have your contract drafting techniques changed over the years? What did you stop doing? What did you start doing?

Besides the technical aspects, I think the thing that changed the most over the years is my focus on etiquette.

My edits are always accompanied by a color-coded, well-identified comment where I explain my rationale and limits for potential compromise.

It may seem silly, but this really increases the velocity of my deals and builds a lot of rapport with the other side, who also then tends to pay more attention to their own behavior as soon as we pass the first round.

Another thing I do more now than I used to is to pick up the phone sooner.

I used to go for the long trench warfare approach where we would exchange versions upon versions with little progress.

Now, after a first pass on both sides, I tend to ask for a legal-to-legal meeting where we can openly discuss the sticking point and find a potential compromise collaboratively.

If you could write a short email to your younger self when you were just starting to work with contracts, what would you write?

This is such a fun question! I think I’ll take the email route — here’s what I would write:

Hey Joel,

I know getting into the practice of law is a scary thing, and I do understand you want to feel like you belong. You’ve therefore taken legal tropes and codes to heart, and I can’t blame you for that.

Still, I’d like you to think long and hard about the following:

• Legalese is a language nobody understands. You may be able to spew it like a well-oiled machine gun, but it kills legibility and clarity while making you sound like an arrogant prick, so cool it.

• You don’t have to win every edit. Don’t take this stuff so personally - even if the other side is being petty or their rationale makes no sense, just accept and move on if things fit within your clients’ risk tolerance;

• Your superpower is your unique sense of communication. Make sure you let it shine without hiding it behind what you think a “real lawyer” would say or do. You’ll have more success being your true self than you will trying to be anything else.  

You may not be ready to hear all of this right now, but do promise to come back to it whenever you feel you may be, mkay?

Love,
Future Joel

What’s your biggest lesson learned in contracts?

Hm. I think it would be that a decent executed contract is often better than a perfect open contract.

Charlie Munger used to say that contracts were the lifeblood of any business, and — coming from healthcare — I can tell you that the truest thing about this is that you must maintain decent blood pressure to survive.

It’s a story as old as time, but the business often comes with very short timelines and the punctilious, wordsmithing approach we are taught to have in law school can often have strong consequences on your company’s performance in both the short and long terms.

Nailing your client’s risk tolerance and only fighting for what actually makes sense is therefore the top skill a commercial attorney should possess, and that’s 100% my biggest lesson learned in contracts: It’s more about knowing your client than knowing everything about the law.

What mistakes should contract lawyers and professionals avoid when working with contracts? How would you avoid them? 

To my point above, I think not being sufficiently aware of what moves the needle for your client is one of the biggest mistakes you can make because it leaves you spending your limited resources unintentionally while not delivering value where it counts. 

A second mistake I see a lot of folks making is answering a redline with a no but without making another proposal. This basically kills any momentum you might have had with that reply comment, since no counterparty is going to be willing to do the work for you: if you want something, put it in the contract, don’t wait for me to do it for you!

Finally, there’s the technical stuff and “contract traps”: unilateral renewal, buried exclusivity provisions, hidden MFN, improvements-to-your-own-products-defined-as-Deliverables, etc. These are obviously important, but this isn’t the place to get this nerdy… or is it?

Are there any simple hacks our readers can use right away to improve their contract drafting and negotiation skills?

Oh hell yes.

Be courteous.

Write clearly and without overdoing the legalese (we know you went to law school).

Comment to explain your redlines.

Color-code your comments to increase legibility.

Use compliance psychology (rejection-then-retreat, contract principles, reciprocity) when you ethically can…

These take very little time and will make you a (fun and trusted) force to be reckoned with.

In one of your posts, you said: “Your contracts are a unique branding and differentiating opportunity you are sleeping on.” Could you offer advice on how to unlock the value hidden there?

YES! Contracts are often one of the first things from your side that is shown to a potential partner. This is a unique opportunity for branding and differentiating, and especially when this partner is a customer. 

A few things to look at to harness this power:

• Define Your Company's Identity: Determine your company's values, tone, and overall vibe. Are you modern and innovative, traditional and reliable, or something else entirely? Understanding your brand identity is crucial for infusing it into your contracts.
• Revise Language: Eliminate legalese and replace it with clear, concise, and engaging language that reflects your brand's personality. Rewrite contracts in a way that aligns with how your company communicates with its audience.
• Inject Brand Personality: Infuse your contracts with elements of your brand's personality. If your company were a person, how would it speak? Incorporate this tone into the text while prioritizing clarity and comprehension.
• Highlight Client Priorities: Identify what matters most to your clients – such as service descriptions, pricing, and timelines – and ensure these elements are prominently featured in your contracts. Make it easy for clients to find and understand the information that is most relevant to them.
• Streamline Navigation: Optimize the layout and structure of your contracts for easy navigation, particularly for digital consumption. Consider the user experience and make it intuitive for clients to navigate through the document, whether online or offline.

By following these steps, you can transform your contracts into a valuable branding tool that sets your company apart from competitors and enhances the overall customer experience.

If you could give a shoutout to one (or more) person who has influenced your life in contracts (or is your mentor), who would that be?

As I said before, I trained as a litigator before shifting to fractional GC work largely on my own — I therefore did not have much actual training in contracts before I started working at Novartis.

I’m therefore very thankful to my former Head of Legal, Dominique Lebel, who saw potential in me despite the lack of formal training.

She also happened to be a phenomenal contract attorney, so it was great to work with her on issues as she saw nuances I often hadn’t even taught about. We disagreed on a billion things, but she really taught me a lot on contracts just by watching her work — thank you, Dominique!

I’m also very thankful for the contract luminaries of LinkedIn such as Shaun Sethna, Laura Frederick, and Nada Alnajafi.

These fine professionals helped me upskill while there were little other sources of education for me to consume — and I’ll always remain a big fan of theirs.

What interview question would you like to be asked and how would you answer it? 

Ah, the million-dollar question!

If I had to pick, I'd love to be asked: “What's the craziest thing you've ever done?” 

My answer? “Sorry — under NDA.”

Who should we interview next? Why?

You should interview Shaun Sethna if you haven’t already! He does a contract-specific post every Tuesday that I always find very useful and he’s just a great guy (and LinkedIn legend) all around.

Thank you, Joel!