If you’ve ever spilled a glass of milk, congratulations! You’re familiar with what physicists call entropy. And if you’re not a barbarian who leaves spilled milk on the floor, you’re also familiar with the fact that cleaning up the milk is going to take some energy/work. Entropy describes what is essentially a natural tendency for systems to move toward a state of disorder. Re-organizing or maintaining order in a system requires additional energy inputs.
Astute readers who have spent time on the legal side of commercial leasing probably see where we’re going with this entropy introduction: as time goes by, a once-organized library of lease forms and boilerplate language will turn into a mess. Keeping things tidy requires a sustained investment in time and energy.
An all-too-familiar story
Once upon a time at a CRE company far, far away in Cleveland, there was an exceptionally talented general counsel called Nadine (this is totally hypothetical). When she started her GC role, she took the time to draft a fantastic—nay, flawless—lease template that took into consideration the company’s current assets, business goals, etc.
I had neither the time nor the spare budget to get things cleaned up. For most [GC’s], this state of affairs is just the (un)natural order of things. It took me stepping out of my GC bubble to see otherwise.
But it wasn’t just the lease form that was beautiful. Our heroine even took the time to draft and organize a comprehensive library of fall-back language that covered every imaginable contingency that one might encounter during a lease negotiation.
As the years passed, the company grew. New assets were bought, some were sold, some expanded, and some reduced. Tenants came and went, and when disputes arose from time to time, modifications were made to the lease language. Due to the “get it done yesterday” pace of things in Nadine’s company, it wasn’t uncommon for the legal team to take the I’ll-clean-it-up-later-I-swear approach to re-incorporating these modifications back into the base form. But to the surprise of nobody, 95% of the time these modifications weren’t reincorporated back into the base form, leaving them confined to the specific assets for which the changes were made.
What started as a single clean, concise document turned into dozens of disparate, unorganized documents spread across the company’s servers and on various personal computers.
This lack of organization wasn’t necessarily an impediment for the in-house team’s day-to-day operations. After all, Nadine and her team spent most of their days staring at these documents and knew them by heart.
To many, this might not seem like a major problem. If a lack of organization isn’t slowing things down significantly, why bother trying to clean things up? But where some didn’t see an issue, Nadine saw a major risk: her team held the keys to the kingdom. If she left, leasing velocity would slow considerably. The next GC would have to face questions that even Nadine can’t answer:
“Why does the lease for Omni Plaza use ’Lease Premises’ while the form for Corporate Park just uses ‘Premises’?” Nadine wondered. “That happened so long ago I have no idea. And CAM… Why are we charging it back for Omni Plaza but not for Corporate Park? Another excellent question…I really need to spend some time reviewing our base forms, updating them, adding that early termination clause we keep talking about…”
“But first I need to get these three leases out the door, review that financing agreement, draft that purchase and sale agreement, and review those bloody redlines our tenant just sent us. But I swear I’ll have time to get organized after I’m done with all of that…” She was lying to herself and she knew it. But what other options were there?
An ounce of prevention
In theory, every GC knows s/he should take to heart the old adage that says an ounce of prevention is worth a pound of cure. Yet, for most GCs in the industry, my (mostly true) story above is par for the course. Things move so fast that there’s rarely any time or energy left to keep things tidy. A more realistic idiom to describe our approach to document organization might be, “We’ll cross that bridge when we come to it.” In fact, I think that’s what I’ll title my memoir (coming to a bookstore near you in 20never).
While it’s not uncommon for an in-house team to have outside counsel review their base forms and language, it’s an expensive proposition and as we all know, expensive proposition means most likely not going to happen. Unless there’s a clear and emergent need for that kind of service, it’s not likely to make it into the budget (assuming I had a budget). In my case, I had neither the time nor the spare budget to get things cleaned up. I suspect other GCs would feel similarly. For most of us, this state of affairs is just the (un)natural order of things.
It took me stepping out of my GC bubble to see otherwise.
When I joined LeasePilot, most of the benefits that the software would provide to legal teams were obvious: it saves drafting time and makes revisions a breeze, and ultimately gets leases out the door faster, thus enabling the business to begin collecting rent sooner.
It took a few weeks before I saw a hidden but hugely significant benefit: the implementation process naturally solves the problem I just spent the last 750-ish words describing: not only does it transform the lease into a living, breathing document, it takes a disorganized mess of forms and language and turns it into an efficient, organized library. In this sense, the value of LeasePilot to the user doesn’t begin when the first lease is drafted in LeasePilot, it starts the minute we get a new customer’s forms.
LeasePilot’s Customer Success team has two primary responsibilities: (1) managing the implementation process for every new customer, and (2) providing the necessary training and ongoing support to ensure that every user is utilizing the platform to its fullest. In my view, our ability to provide the ongoing training and support is highly dependent on how successful we are during implementation. That’s why we take the onboarding process so seriously.
Building Customer Success
It’s highly important that the language in an institutional landlord’s leases is their own. A one-size-fits-all lease agreement won’t cut it. That’s a major reason why, prior to LeasePilot, purpose-built automation for lease drafting and revisions didn’t exist. Automating a commercial lease is really, really difficult, and it’s not just a software challenge. Commercial leases are full of complexities, and understanding the ins and outs requires considerable expertise and years of industry experience. That’s where our Customer Success team really shines.
Between my experience as a former real estate GC and the lawyers and senior leasing paralegals who round out the rest of the crew, we’re doing a lot more than copying and pasting during the onboarding process. We’re thoroughly reviewing a landlord’s documents, running redlines, identifying inconsistencies between forms, and a whole lot more. When we find issues or inconsistencies, we’re flagging them and drawing on past experience to offer advice about best practices. We’re asking the customer how they’d prefer to resolve the issues and giving them the opportunity to strengthen/improve their lease form.
The result is a comprehensive document that embodies predictable changes/language/clauses, is up-to-date, free of inconsistencies, and better than when the process started. Every LeasePilot customer that has been through Implementation reports that they saw significant improvements to their lease and amendment language as a result of the process.
Remember my earlier lament about wanting to clean up a language library but not having the time? Turns out, a LeasePilot implementation would have solved that problem for me.