How a Big Law Litigation Attorney Learned the Art of Drafting Contracts as In-House Counsel with Aramide Fields

This is the full transcript of You Can Contract's episode featuring Aramide Fields, an Associate General Counsel at a Fortune 500 company, and a former Senior Associate at Morrison Foerster.

“Contracts aren't scary. You can learn this, you can figure it out,” says Aramide. 

She shares how she went from hating contracts with passion when working in litigation to loving them when working with tech transactions.

Aramide also talks about the importance of knowing the business context and the magic of melding business and legal. She shares tips on negotiating cross-border deals and gives learning advice to new contract lawyers and professionals.

Please note: this is an automatically generated transcript. Please allow for some imperfections.

Laura Frederick: Hi, I am Laura Frederick. Welcome to this episode of You Can Contract Podcast. I'm here today with a Ramy Fields, who's the Associate General Counsel at Autoliv a. Ramy shares her experiences transitioning from big law litigation partner to in-house generalist. We talked about the challenges she faced as she made that transition, and also about her experiences working cross-border with business and legal teams across Asia. Now let's listen to the show.

Laura Frederick: I'm so excited to have you.

Aramide Fields: Thank you, Laura. It's such a pleasure to be here. As I'm a huge fan of you and all the resources and information you share, so really delighted to be here today. We just realized that we've never actually talked in person over a video conference despite having a ton of interaction over the last couple of years. So this is a great day for me as well.

Laura Frederick: I want to start with a little bit about you and if you can tell us a little bit about your career and what you're doing and all.

Aramide Fields: Sure. I'm an Associate General Counsel at a Fortune 500 company that supplies automotive safety products to basically every car company that you could imagine. If you've been in a car, probably one of the products is in there — seat belts, airbags, and other safety features. And really just the corporate generalist in that role.

So doing everything from contracts to compliance, data privacy, just a huge range of things. And I'm based in Japan and it's a Swedish company, a global company. And prior to this role, which I've been in for about three and a half years, I was at MoFo for 15 years, which is, so we have that MoFo connection in common.

Laura Frederick: Yep. And MoFo is Morrison Foerster for those who don't know it and think we're using the slang instead of that MoFo firm.

Aramide Fields: Oh, that's, I should, yeah. Sometimes you forget that there's this other meaning. But we mean the law firm MoFo - Morrison Foerster. 

Laura Frederick: This podcast's all about the learning journey for contracts and how you came to contracts, how you learned about it. For me, my first exposure was in law school and a contracts class first year. What was your view of your contracts class and contracts in law school?

Aramide Fields: My contracts class was all theory. I had the big red casebook and all those cases where you learn about the basics of offer and acceptance, consideration, and did not see a single contract. Definitely not in my first year. I don't think really in any part of my law school experience. So that, that seeing an actual contract where you're thinking about what does this mean and how do we change, it happened much later on in my legal career.

Laura Frederick: Yeah, for me as well, I graduated and never saw anything. The first time I was like, oh, this is what they look like. It was crazy. So after law school, you moved on and found a job. Did you work at a firm right out of law school?

Aramide Fields: Yep. Out of law school, I was a summer associate at MoFo. So MoFo was the only firm that I'd been to before my current.

Laura Frederick: And you ended up going into the litigation group?

Aramide Fields: Yep, yep.

Laura Frederick: Tell us a little bit about what kind of cases you worked on and how that went?

Aramide Fields: Yeah, I was mainly in the product liability group, I guess officially, but I ended up becoming similar to my role now a generalist. So I did a lot of different types of commercial civil litigation.

So whether that was intellectual property or I did also did a lot of investigations and compliance work and really I just happened to follow the things that interested me at any given time and the people. I would have discussions with partners and they might be saying, oh, I'm working on this case.

I'm like, oh, that sounds interesting. Do you need some help? And suddenly I'm learning x, y, z, a new area of law and diving into that, but primarily just, yeah, just big litigation. That's the fun part of being in these big firms — you do have that flexibility to move around and follow the work and work with people that you like within the firm.

Laura Frederick: I always like that about MoFo too. So as you're working on these big cases, did you ever deal with contract disputes as part of that, and what kind of things did you see and how did you approach that and learn about contracts as part of that process?

Aramide Fields:  Yeah. My experience with contracts was basically with disputes.

So you got a commercial dispute of sometimes millions and millions of dollars litigated over a single clause, a single word. The interpretation of that ends up with companies, not seeing eye to eye and going through some third party, a court or arbitration to help resolve that. And because of that experience, I had to tell you that I came away just hating contracts with a passion because it was like all of this work that went into this contract and now here we are spending millions of dollars to sort it out. And from that experience, I enjoyed the litigation aspect of it, but I think, I don't know, in my head, it was just I just can't believe we're spending all this time on this, which are very important matters at the end of the day for the businesses.

But the fact that it came down to these words that maybe people weren't probably foreseeing, they must not have been able to foresee, right? How these words could play out 10 years later when you don't have the same parties that drafted it around and then you've got people who are trying to rebuild the story on, both sides of the case.

And then you've got your third party, whether a court or arbitrators, trying to interpret it all and resolve it. Yeah, it was, it made me not like contracts very much, to be honest.

Laura Frederick: I think there's a lot of people who have that experience too. It's and that's where they come to contracts and they don't see it the way I see it, which is, "This is so much fun. We get to help the business and we're doing all these cool things." But I think the, and I worked at MoFo as well in tech transactions for five years and did a lot of those kinds of mega deals that were super critical, cutting edge, huge amounts of money at stake. And there's a different, experience with contracts when you work on those. And I will tell you I did not like working on those at all. I did some over the years where I'd have to do the big deals, but my entire career, I love working on the smaller, mid-size deals because it's there's an expectation that everything's not perfect and that's okay.

Nobody needs it to be perfect when it's not that huge bet-the-company contract. And we're all just get the deal done, moved to the next one, and all that kind of stuff. That's, I think a lot of people share your experience. Yes.

Aramide Fields: Yeah. And I'm glad to say that now being on the other side of things, now everything's gone south and nobody's getting along, and now we've gotta resolve it in court. I'm now on the other end where two businesses have a common goal and how do we figure this out? We want to do business together, we want things to work out well. And so how do we have some agreement that documents that and allows us to move forward with it?

Laura Frederick: It's just, it's a completely different mindset that I definitely didn't get that image of and have an understanding of, again, on the litigation dispute. Now, how did you get to the point, apart from just finding the right resources, which I know you appreciated the How to Contract resources, but even apart from that, how did you figure out how to do those contracts since you hadn't done them before?

Just, it's a lot more than just looking up resources and checklists. It's really navigating on a day-to-day basis, which is such a different and challenging experience. So if you can tell us about kinda showing up and conquering this subject that was relatively new for you.

Aramide Fields: Yeah I think there are about, there are probably three main categories, main resources that I had.

One is my boss who is amazing and she's been at the company for I think about seven years. And I think she'd had a similar experience of going from a firm to in-house and now we've got this business contract before you and what do you do? So she definitely mentored me and helped me to figure out how do we evaluate what level of risk and et cetera.

That was one. Another was that some of my former MoFo colleagues essentially gave me like a one-on-one tutorial of here are all the things that you need to know about contracts. And yeah, I reached out and, in this mode, I'm reviewing all these types of agreements and it would just be helpful. And they gave me the nuts and bolts and I still carry a lot of that wisdom with me. And then the third was you, Laura Frederick and everything that you do, I naturally came across your posts on LinkedIn.

I bought the first How to Contract book, one of the initial members of the How to Contract platform. It was literally the perfect timing that you were releasing that I remember we had this email or DMs back and forth on LinkedIn and I told you about myself.

Oh, I was at MoFo we had that in common and now moving in-house and you mentioned, Hey, I've got something coming out that might be helpful for you. And it was. It was everything that I needed. And so came to the point where if I'm reviewing a. Even if I feel comfortable about the area of the contract, like whatever topic it is, I might just go and look and say what does Laura say about this?

What are the other things that I should be thinking about and taking into consideration for this review? Yeah, you just helped me so much in the role that I do every day. Thank you.

Laura Frederick: You're welcome.

Aramide Fields: So thank you.

Laura Frederick: No, thank you for sharing that.

Aramide Fields: And it's been so fun for me to be able to work for 25 years doing all this stuff.

Laura Frederick: And I was, I remember before I started, before I took this journey on was like, that would be really bad if I had all this knowledge because I'd just done commercial contracts my whole career, and. I just retire. I need to do something with this. And so what I tell people is what I just captured what so many of us know who have been doing it a long time, but it's not written down anywhere.

So it's been great to be able to do that and share that with people and just play that role with helping people figure this stuff out. So as you were figuring out, and I wanted to talk about the folks who walked you through that contract, because I had that too. I joined Tesla, it was my last in-house role, and I show up and there's all these contracts.

I hadn't worked in automotive before, and I'm looking at it and it's all, there's some provisions in there that I was clueless. There's things relating to quality and how they do stuff. And I go get one of the lawyers and I was like, would you please just walk me through this? And we literally spent maybe an hour and a half. I took super detailed notes in the comments, and for the whole time I worked there, I was pulling that thing out just because wait, what does he do again? So it sounds like a similar experience.

Aramide Fields: Very similar experience, yeah. The step-by-step walkthrough. So in the beginning it was maybe like essentially side by side. In the virtual world cause I joined during the pandemic. Putting up on teams and looking. Provision by provision. What does this mean? What do we care about? What do we not care about? Sometimes my litigator mind sees, go, flashbacks to those disputes that I've seen oh, we've gotta focus on this and pay attention to this.

It turns out that maybe in this world, it doesn't really matter so much. Yes. So you learned to let that go? So yeah, it was definitely like the very hands-on and then from that very first detailed review, then I figure out, okay, maybe how do you apply that to other contracts?

And my boss is always, just a Teams call away for me to go back to when I have questions about things as I still do today, because I think it's, it's a constant journey and a lot of learning that has to happen. I think you just have to be comfortable knowing that with any contract that comes, there might be some provision that you're not familiar with, but you can figure it out through whatever resources are out there or based on, some similar experience that you've had before. There are ways to figure out and approach every contract. And I think with a lot of things, it's just building the confidence to know that you can figure it out. And I think that's exactly it. It's that confidence and what I see is a lot of newer folks who haven't been working with contracts get overwhelmed by it.

Laura Frederick: I know that's how I was when I started out too. It's like I have no idea how I'm supposed to write any of it. And the first time you mark up a contract, or at least this was me as a junior associate and it comes back basically a hundred percent wrong. I did every single thing improperly and you get there and you're looking at it like, how do you go from now to better, to where you actually have worthwhile edits and worthwhile comments. What I think is really interesting is the different journeys people take from that starting point to get there and, and having different resources and things like that.

Now do you work with different teams in your company. How do you help them with their contract needs? Because often in-house counsel are working with either engineering teams or quality or privacy or whoever it is and we're always training people in contracts. So that's a big interest of mine too, is how do we as lawyers or senior contract managers help our teams learn more?

Aramide Fields: As in two ways. So there's, we actually have trainings. Like sometimes we will just sit with our purchasing, sales, quality, and say, okay, let's break down what's a contract. It's not quite that basic but similar to what I learned on the job of we're walking through the key provisions.

Here's what we should all be thinking about. Here's what they mean. Here's why. With any kind of contract that comes in across my desk, if someone says, please review this, there's often from business colleagues a "Let's just, throw it to Legal and Legal will sort it out."

But you can't review contracts in a vacuum. So I will then maybe have a call and say, okay. Just talk to me about the business side of this. Why does this matter? What's the history here? What's the context? And then walk them through what matters in the contracts in relation to that history and context.

That's actually one of the parts that I find most fulfilling is that ability to both educate the team, but then also work together, because again, the legal part doesn't exist alone and the business part doesn't exist alone. So how do you find that balance so that you're able to meet what the business's needs are? I love that process.

Laura Frederick: I love that, too. And I've had a similar dynamic, so I worked in renewable energy for a lot of my in-house years, and we had the regulatory folks who were following the rules, and then there were the commercial teams who were let's push the envelope and get more deals and make more money. And one of the fun things was similar to that where it's instead of business to business, it was lawyer to lawyer. And I would advocate for my business team and say, let's help push the envelope, but within your rules.

And then the regulatory folks would say let's figure out how to comply with the rules and help you push the envelope and that internal negotiation is it's just such a fun puzzle to solve with your teammates. Yeah.

Aramide Fields: Yeah, definitely that's when the problem-solving skills kick in and I found that sometimes I think maybe at a high level, I understand what's happening and then it can take just a few more of those questions and really digging to say, oh, this is what we really care about. This is really the heart of the issue. And here's how, where maybe my suggested revision doesn't apply that, it doesn't apply or it's not helpful. And to then again, that sort of melding of the business and legal is really where the magic happens.

Laura Frederick:  Yeah, and I think that's the real fun stuff. That's why even when I was in law firms at MoFo, I always liked to work with the business team. So I, if the client had internal Legal, I'd be like, oh, I think somebody else should do that. I'll work with the ones that don't have any in-house lawyers, because it was just so much more fun to get in the weeds with it as opposed to the technical legal. And of course, that's not everybody. There's a lot of people who love the technical legal of contracts and financings and corporate M&A. It's a different kind of beast than the commercial stuff I do, but there's something for everyone with contracts. Yeah, just full of fun. All good.

One question I want to ask you. Because you have this unique experience of working in Japan, and you're with a Swedish parent company and you're an American. Can you speak to folks who may be wherever they are and they're trying to learn negotiate contracts cross border, because that's a little bit different than just negotiating with somebody down the street where there's no cross border issues, no complexity that way, focusing on how did you figure out some of the international aspects of that?

Aramide Fields: Great question. Something I maybe should mention in addition to my role, so based in Japan, but my, I cover the Asia region, so not including China. So that means I'm doing work for Japan, India, Thailand, Malaysia, the Philippines. I always lead something off of the list. But lots of different countries in Asia. So yeah, the cross border is happening a lot. At a high level, just having a general understanding of what the culture is in the region. How do people communicate?

I've read a couple of books. There's one, The Culture Map, was just eyeopening about the differences between cultures, Western versus Eastern, and how things are relative, how people communicate just on these, all these all different kind of spectrums of different factors of how people can communicate and just under having a general understanding of that is helpful. And then if it's a sophisticated, high-impact potential contract, having specialists in those regions. So we have a fairly lean legal team. And that means that I'm relying on people in some of these countries to advise. "I can tell you what matters to the business.

I can tell you the legal our risks appetite, so to speak. I need you to help me understand what can we expect from our counterparty." " When they say this, what do they really mean?" Those kinds of things. So a lot of it is, just like learning contracts, learning the culture, learning the business culture, learning what happens in negotiations.

And then I can also rely on my local business teams in each of these regions where someone in Japan saying something and it sounds the same in Thailand, but it doesn't actually mean the same thing. Being able to have that cultural awareness is really important. And then also just how to interpret what you're hearing so that you can maximize to your advantage and essentially get what you want.

Those were such great points because those are things that I picked up when I started doing cross-border work, was working with local counsel. The trick was asking the right question because if we didn't ask the right question, they weren't necessarily volunteering the answer. I don't know that I ever mastered that.

It's an ongoing challenge because we'd ask the question three different ways and we get one answer, but as soon as we tweaked it another way, some other fact came out. "Oh, I didn't know you meant that, oh, we're gonna change our original answers all this way." It's always one of the harder aspects of it, but also to me, the more fun aspects of it, because it is, it's another layer of complexity on top of what's already very complex and nuanced situation.

Laura Frederick: Yeah, definitely. So if you had advice for people who are newer to learning contracts, looking back where you were, what kind of things do you think worked best for you and could work for others in their journey of learning contracts?

Aramide Fields: Sign up for How to Contract and buy your books. Of course. It really, I mean that, that's essentially what worked for me is it was the naturally finding people on LinkedIn who were talking about these topics, about contracts. Just really exposing yourself. So joining webinars and seminars and there is a lot of information that is out there and available and accessible, and if it's something that you have an interest in or a passion in, just grab it, grab onto it. Reach out to people who are the thought leaders and sharing this information because I like yourself, I've been just very open to wanting to share and encourage other people.

Contracts aren't scary. You can learn this, you can figure it out. It's just you have to have the right information, the right resources. Yeah, there's definitely information out there and ways to get ahold of all of this information. Yeah, I agree. It, there's so much, even 10 years ago, there wasn't anything like there is now in terms of the availability of information and the diversity of viewpoints, because we have people who are coming from more of an academic perspective, and they'll talk about the case laws and the different trends in the different states. 

But for some of us who are more generalists than just in-house, we need the, how do you deal with this provision today in the way that we have to deal with it.

Laura Frederick: So I really appreciate the reference to all the resources out there. Thanks again for the plug for How to Contract of course. That's great. So wonderful. Thank you so much for being on this episode and we'll continue to stay in touch and appreciate it so much.

Aramide Fields: Great. Thank you, Laura. It's a pleasure.

Laura Frederick: Thanks for tuning into this episode. If you'd like to learn more about How to Contract's training programs, check out our website at howtocontract.com. You can sign up for our weekly newsletter, which includes links to these episodes as well as contract tips, upcoming events, and other offers.

Aramide Fields:  Happy contracting.