Hi. I’m an associate with a T1 law firm in New Delhi. Our team is quite big in size. Whenever I send a draft to my senior her / his only comment is “this is not a well thought out draft. Think like a lawyer when advising”. Till date I don’t know what thinking like a lawyer means. Any guidance on how do I improve this skill?

You need to go back to her and ask this exact question in a very polite, respectful manner (we all know how thin skinned some seniors can be 🙄). This is a valid question.

It’s ironic because if it’s precision that she’s ask for then from her response it seems that she’s sorely lacking in it herself.

Are you in the corporate practice? Try running a redline against the draft that you have prepared versus the draft that is sent out to the client/opposite side to see what you may have missed. If there are only language changes then your senior is being mean. Please ignore such people. I'm also assuming this must be KCO Delhi Corporate Team given the large team size reference?

it means you should concentrate on how you're making your argument, whether you're structuring it correctly, whether your analysis is thorough and bullet proof, whether you've addressed potential counter arguments, whether you have thought about the issue from different points of view, whether you have used appropriate examples, illustrations, whether it all ties in to make a convincing but concise case. structure and method.

Good point. Also, along those lines 'think like a lawyer' often means to pay a huge amount of attention to detail and on all of these points: don't be lazy in your thinking, never assume anything, and if you do, question those assumptions.

Sometimes it could just be bullshit criticism though to make a senior feel better about themselves...

Perhaps you have been giving drafts more on facts, rather than law. Try examining the law on the point and draft more in line with the law/orders/judgements on the point, so that the draft would be more lawyer-like. Also, try to highlight the mischief and malice of the other side first and bring all your most favourable point in the front.

Focus on the details and never leave something out, always make sure that when you approach a transaction or a matter you think about it in a very logical way, and focus on solving any problems that may arise in an efficient manner. After all, that is what you are here for, either prevent the problem or solve the problem.

I can provide my two cents as a transactional and commercial lawyer.

As a lawyer, you need to question everything. When you have a draft in front of you, you need to dissect it and understand the meanings of all the clauses and how they interplay with each other. If anything is vague or seems axiomatic, its best the include a comment seeking clarity. You need to think of worst case scenarios and how your draft works in such situations.

For instance, if there is an insurance contract for business interruption - relief is only provided if there is a destruction of the premises interrupting business. But what if business is interrupted for other reasons and the premises are not destroyed (e.g. lockdowns during Covid)?

And also whether the terms are legally enforceable. For instance, non-compete clauses are par for course in most joint venture agreements and they are meant to apply even after termination of the joint venture. Under Indian law, are post-termination non-competes enforceable? If they are, does the draft need to be amended to ensure enforceability?

It is a vague direction because its hard to encompass what thinking like a lawyer means. But in essence it basically the ability to think of gaps and see how they need to be plugged.

To think like a lawyer is to become a pundit, i.e., someone with deep knowledge in law.

secondly - trust no one.

thirdly - question everything.

fourthly - have an insatiable hunger for seeking information.

fifthly - learn to think in terms of 'causality' - of cause and effect links and be able to break down every course of event or process or stipulation into its individual elements.

sixthly - be good with logic, syllogisms and logical reasoning.

seventhly - be an avid reader. read anything. but know that not all written material will give you the same learnings or affect your learning curve in the same way.

Perhaps the senior should rephrase and just say "think".. Too many people listen to instructions and comply without any independent thought whatsoever.. Put in some actual intelligent thought, and analyse basis the learnings from the three to five years spent in law school and the years you've spent at work..

For example in agreement drafts - no inconsistencies, and no conflicting or unenforceable provisions, at the very least..

Attention to detail and all the other good stuff can follow.. but first.... please....... think!