Jeffery Kruse made an important point in Olga Mack’s current Above the Regulation interview that struck a chord with me: contracts are too typically seen — and drafted — as communication for attorneys somewhat than as instruments for the enterprise. He’s completely proper, however I’d take that concept a step additional. Contracts should not simply communication; contracts are directions for collaboration.
I consider a contract as a blueprint, not a warning label. It’s a information for the way events work collectively towards a shared aim. When written nicely, a contract creates alignment, certainty, and guardrails — not confusion, loopholes, or traps. If the contract solely serves to information the attorneys, it’s not doing its full job.
Contracts As A Blueprint
When two companies come collectively to kind a deal, they aren’t merely exchanging items, companies, or cash. They’re getting into right into a working relationship. The contract ought to be the blueprint for the way that relationship unfolds — step-by-step, clearly, and predictably.
Enterprise groups typically ask questions like:
- Who’s chargeable for what?
- What occurs if one thing modifications?
- When do funds happen, and below what circumstances?
- What are we every promising to ship, and the way will we measure success?
If these solutions aren’t apparent from studying the contract — or worse, buried below pages of dense legalese — then the contract has failed.
Contracts should converse clearly and plainly to those that truly use them: the undertaking supervisor setting expectations, the enterprise group implementing the phrases, the finance group issuing an bill. A contract is just efficient if it’s usable, not simply enforceable.
Safeguards, Not Surprises
In-house attorneys also needs to guard in opposition to the tendency to deal with contracts as defensive weapons. Defending the enterprise is necessary. That’s our job as in-house attorneys, however we also needs to ask whether or not we’re drafting for readability and equity or are we trying to play “gotcha” within the occasion one thing goes fallacious?
Properly-drafted contracts bake in safeguards for either side:
- Cheap dispute decision procedures.
- Clear efficiency benchmarks.
- Mutually acceptable exit choices.
- Outlined duties and shared dangers.
That’s not simply good lawyering — it’s good enterprise. Contracts which are overly one-sided or riddled with traps might win short-term leverage, however they harm long-term belief. The strongest enterprise relationships are constructed on transparency and mutual understanding, not exploitation of ambiguity.
The ‘SEE’ Take a look at And Past
Kruse launched the SEE framework — Easy, Straightforward, Efficient — as a filter for evaluating contract design. It’s a fantastic place to begin. However let’s construct on it with a mindset shift: what if we handled our contracts extra like product directions?
Think about shopping for a chunk of equipment with an instruction guide written just for engineers and buried in authorized disclaimers. You wouldn’t know tips on how to use it, keep it, or repair it when one thing breaks. That’s precisely what number of enterprise customers really feel after they’re handed a contract they’ll’t perceive.
In-house attorneys can repair this. We are able to:
- Draft with user-centered design rules in thoughts.
- Use plain language that maps to real-world conduct.
- Take a look at templates with enterprise stakeholders earlier than rollout.
- Arrange contracts so key duties and timelines are unimaginable to overlook.
In brief, we are able to write for the individuals who dwell the contract, not simply those that litigate it.
Authorized’s Position As Interpreter And Architect
The perfect in-house attorneys aren’t simply contract reviewers; they’re translators and designers. They translate authorized obligations into enterprise conduct, they usually assist design methods that stop points earlier than they come up. To do this, in-house attorneys want to take a seat on the negotiating desk not simply as danger mitigators, however as collaborative companions. Which means listening, asking how the contract will truly be used, and designing agreements that assist — not hinder — the deal’s execution.
It’s tempting to fall again on precedent, on what we’ve “at all times carried out,” or what’s been vetted by exterior counsel. Actual innovation in contracting comes from understanding the enterprise deeply — and caring sufficient to make the contract not simply legally strong, however operationally usable.
No Extra Gotcha Video games
The age of “gotcha” contracts — the place success is measured by what the opposite facet did not catch — is over. Or it ought to be.
Let’s write contracts that make sense, that information collaboration, and that mirror a shared dedication to the deal’s success. Once we do, we transfer from being authorized gatekeepers to enterprise enablers. That’s not simply good for the authorized group — it’s good for enterprise.
Lisa Lang is an completed in-house lawyer and thought chief devoted to empowering fellow authorized professionals. She provides insights and sources tailor-made for in-house counsel by way of her web site and weblog, Why This, Not That™ (www.lawyerlisalang.com). Lisa actively engages with the authorized group by way of LinkedIn, sharing her experience and fostering significant connections. You’ll be able to attain her at [email protected], join on LinkedIn (https://www.linkedin.com/in/lawyerlisalang/).
