"Get over contract FOMO" — Interview with Krista Russell

how i contract interview Oct 20, 2023

We have had the great pleasure to interview Krista Russell, Deputy General Counsel at Airbus OneWeb Satellites and Adjunct Professor Of Law at the University of Miami School of Law.

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!

Krista, thank you for doing this interview! Let’s start by getting to know you a little bit more. How did you start working with contracts?

I never wanted to be a “traditional” lawyer.

I love business and just happen to be pretty good at lawyering.

My passion has always been in dealmaking, solving complex problems, and negotiating with high stakes. So I was naturally drawn to transactional roles.

What do you like about contracts?

I think what I love most is what often isn’t on the paper – all the stuff behind the scenes that matters and happens and affects what ends up within the four corners.

The personalities, the dynamics of the deal, the ever-changing parameters and requirements, all of it.

I mentioned I love the business; the contract is just the vehicle for capturing the goings-on of the business that is at the core of what I love.

I also love that one million contracts might contain 80% similar terms but it's very likely no two will be written alike. Magical!

What should your first 30-day plan look like when you start working with contracts?

Learn the business before you learn the template.

Learn the customers, the margins, how your company makes money, who your competitors are, and what trends within the industry are. I’m not suggesting ignoring the contracts, but you can’t manage contracts WELL without having an understanding of what lies beneath.

From the practical side, survey ten contracts that make you money and five contracts that cost you money. Start with the commercial terms and then work through the boilerplate.

How did you learn contracts? Could you share specific steps you took? What mistakes did you make along the way and how would you advise to avoid them?

Baptism by fire.

I took a Contracts class in undergrad and obviously 1L Contracts in Law School, and I’m not sure either taught me a damn thing about my actual contracts practice.

I learned by doing, by asking questions, and by using the business part of my brain to understand and evaluate risks and to chase revenue.

The biggest mistakes I made in the early years didn’t involve contract FOMO. It wasn’t what clauses I was missing.

It was not asking enough questions or the right questions to draft contracts that were meaningful to my business.

That’s why it’s the entirety of my focus in my Transactional Skills class on at UMIami Law. Teaching students to think like business stakeholders and ask questions that help them draft better.

What mistakes should contract lawyers and professionals avoid when working with contracts? If you have a story to share, please do :)

Lawyers like rules and structure and patterns. Contracts and businesses do not necessarily work that way.

If you try to apply the same contract template to every deal, you will fail.

If you try to apply the same solution to every problem, you will fail.

Transactional lawyering requires using more business and less lawyer of your brain, but strategically tapping into the lawyer part when it’s time to throw down.

What should you do after you make a mistake in a contract?

Great lawyering of any kind requires unmatched accountability and unwavering commitment to communication.

When mistakes are discovered, whether in contracts or otherwise, they should immediately be brought to the attention of your superiors.

As I see it, lots of contracts are ticking time bombs, lots of contracts have bad clauses.

But the dangerous ones are those that we don’t know about.

When we have awareness of mistakes in contracts or bad clauses for our companies, we can respond by prompt notification to our business teams, potential for amending the poor clause, or even by taking steps with that customer or supplier differently than we would if we had a preferred term.

Always bring awareness to mistakes and risk that you discover.

A ticking time bomb hiding in the closet is dangerous for everyone; one that is known and managed is much preferred.

What is a recipe for disaster when working with contracts?

Letting perfect get in the way of good.

Contracts are living, breathing documents. They require proactive management, active understanding, and constant application to the business facts at hand.

If you are singularly focused on landing your preferred terms, you’re probably a good lawyer.

But I’m going to beat you every day if I am nimble and can use a sliding scale risk profile rather than a stagnant one.

Giving a little here and adding a little there, rephrasing high-threat level clauses in ways that lessen their punch, etc.

You have to be focused on getting to yes in a way that is protective of the company and maximizes profits.

What is the main challenge when working with contracts and how would you handle it?

To be honest, the main challenge usually isn’t the contracts themselves.

It’s more often the people.

I don’t say that I work with difficult people (well, sometimes I do!), I’m saying that it’s usually the personality issues that cause more issues than the documents.

Arbitrary timelines that come up or “just pick 3 redlines we can’t live without” direction when triaging a contract.

All of that is workable, but it takes some time to get the level of comfort necessary.

What is your #1 contract management tip? Why?

Get over contract FOMO.

If you are constantly worried that you’re going to miss something, if you let perfect get in the way of good, it will run you to the ground.

It’s mentally exhausting and not sustainable in the long run.

Trust your training, you got this.

What are the steps you can take to speed up working with contracts without sacrificing quality?

Everyone wants better contracts faster.

The only way that I know how to do that without changing the risk profile or exposing the company unnecessarily is to have at least as much knowledge about my business as I do about the legal terms.

That allows me to anticipate, adapt, and draft quickly and with confidence.

What mistakes should you avoid in contract negotiation?

You should avoid all mistakes :-) Just kidding.

I think transactional lawyers make the most mistakes when they fail to recognize their emotional investment in a deal, which sometimes brings ego into play.

When we get out of our own way (therapy anyone?), we can really execute on our company’s mission in a way that creates a win-win for everyone.

What is the biggest myth about contracts you’d like to debunk? Why?

The biggest myth of contracting is that there is a “right” way.

I teach my students daily to take risks.

Figure out your style.

Learn to draft for one audience, and then learn to draft for a competently different audience.

Transactional work is baptism by fire, but you have to get through the fire to figure out how to make it your own.

What is the biggest myth about in-house lawyers you’d like to debunk? Why?

For whatever reason, I really despise that people think that people go in-house “for work-life balance.” I went in-house because of my genuine love and passion for business.

What makes one a great contracts lawyer or professional?

I firmly believe that emotional intelligence and adversity intelligence make for extremely successful in-house lawyers.

What is the right mindset for succeeding as a contracts lawyer or professional?

Without exception, the right mindset is “getting to yes.” It’s not always how the business wants it to be done but it’s never no. It’s not this way.

Great contracts lawyers ALWAYS find solutions.

What is your favorite work of art depicting lawyers and/or contracts, if any? Why?

“My Mom, The Lawyer” by Michelle Browning Coughlin.

That counts as art to me!