Jeffery Kruse made an vital level in Olga Mack’s latest Above the Regulation interview that struck a chord with me: contracts are too usually seen — and drafted — as communication for attorneys slightly 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 objective. When written effectively, 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 coming 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 usually ask questions like:
Who’s accountable for what?
What occurs if one thing modifications?
When do funds happen, and beneath what situations?
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 beneath pages of dense legalese — then the contract has failed.
Contracts should converse clearly and plainly to those that really use them: the mission supervisor setting expectations, the enterprise workforce implementing the phrases, the finance workforce issuing an bill. A contract is barely efficient if it’s usable, not simply enforceable.
Safeguards, Not Surprises
In-house attorneys must also guard towards the tendency to deal with contracts as defensive weapons. Defending the enterprise is vital. That’s our job as in-house attorneys, however we must also ask whether or not we’re drafting for readability and equity or are we making an attempt to play “gotcha” within the occasion one thing goes improper?
Effectively-drafted contracts bake in safeguards for either side:
Affordable 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 terrific 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 how one can use it, preserve 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 will:
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 will write for the individuals who stay the contract, not simply those that litigate it.
Authorized’s Function As Interpreter And Architect
One of the best in-house attorneys aren’t simply contract reviewers; they’re translators and designers. They translate authorized obligations into enterprise conduct, and so they assist design programs 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 threat mitigators, however as collaborative companions. Which means listening, asking how the contract will really 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 achieved,” 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 stable, however operationally usable.
No Extra Gotcha Video games
The age of “gotcha” contracts — the place success is measured by what the opposite aspect 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 workforce — it’s good for enterprise.
Lisa Lang is an completed in-house lawyer and thought chief devoted to empowering fellow authorized professionals. She affords insights and sources tailor-made for in-house counsel via her web site and weblog, Why This, Not That™ (www.lawyerlisalang.com). Lisa actively engages with the authorized group through 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/).
