"The key word here is process" — How I Contract interview with John Pavolotsky

We have had the great pleasure to interview John Pavolotsky, Privacy/IP Lawyer at Stoel Rives LLP and the chair of the Intellectual Property Section of the California Lawyers Association, 

In addition, John has taught Technology Transactions Law at the UC Davis School of Law and Comparative Privacy Law at the Santa Clara University School of Law. John has also guest lectured on technology and privacy law topics at the University of California, Berkeley, Haas School of Business; the University of San Francisco School of Management; and Stanford University.

John is an active contributor to the Stoel Rives Global Privacy & Security Blog and to New Matter, the quarterly journal of the IP Section of the California Lawyers Association.

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?

Great question.

I graduated from law school nearly 24 years ago, so it’s somewhat challenging to remember the early challenges, or to identify the biggest challenge.

Some of my early challenges were:

- Conceptualizing the deal,

- Understanding the businesses and goals of the parties to the contract,

- Knowing market terms (and when such terms did not make sense for a given deal or provision),

- Really listening to the other party,

- Drafting crisply,

- Understanding what laws and regulations might be in play,

- Knowing the practical challenges of complying with terms that seemed innocuous on paper.

If you could go back in time, but keep all the knowledge and experience you have now, how would you deal with it?

I’d be happy enough not to go back in time. 

All kidding aside, knowledge is not static. Learning is continuous.

Without veering too far off course, recently I had a good conversation with a business/IP attorney regarding the power of experience.

For newer attorneys, no need to fret; you will get there.

For more experienced attorneys, learning does not come to an abrupt halt after 15, 20, etc. years of experience.

I recalled to myself, during our conversation, an appointment that I had had with an amazing physician about 20 years ago.

I had first met him about 15 years before that, when he would have been in his late forties.

He had noted how in the intervening 15 years, his practice had further developed and evolved, and how, in his early sixties, he was seeing and understanding things clinically that he was not seeing or comprehending in his late forties.

As we were having this conversation, and as a newer attorney, this was not making complete sense.

I assumed that any gains after practicing for quite some time would be incremental.

Not so.

So, to try to answer the question, for any issue, you bring your relevant knowledge and experience to bear, engage others as appropriate, and execute your process (see below).

How are you drafting contracts differently today compared to a few years ago?

My approach has not changed, at least in recent years.

I do not draft anything unless and until I speak with the client.

My approach is holistic and front-loaded, meaning that I may take a little more time up front to understand the deal, the businesses, etc., to save time on the back end.

What contracting experiences shaped you as a contract master?

I prefer contract maven 😊

The contracting process is additive; each step builds on the previous step.

The key word here is process.

Again, at the risk of veering too far off course, one of my hobbies is hiking. I started a hiking club in the San Francisco Bay Area in 2021, at the height of the pandemic.

Each hike involved planning, mapping, preparing, going on the hike itself, which usually had a few segments, enjoying a post-hike lunch, and writing about the hike.

Simply put, you don’t just show up at the trailhead.

Same with contracting.

You need to develop and follow your process.

Could you share the biggest lesson you’ve learned while working with contracts?

Develop a process, refine it if and as necessary, be able to explain it, and stick with it (until and unless it no longer works).

What mistakes should contract lawyers and professionals avoid when working with contracts?

The biggest mistake is not taking enough time to understand the deal and the context for it generally.

How would you avoid it?

Develop a process, and make sure this is your first step.

What is the one question you always ask (yourself/others) before drafting a contract?

Why is this deal being done, and what are the objectives of the parties?

Okay, two questions.

Thank you, John!