January 28, 2019

Why Contract Review?

Written by
David Issa

I’m starting to warm to this blogging thing.  This is my second.  The first is about my hobby, fish tanks.  Now the nice thing about fish tanks is I can do this in the middle of a blog.

If I get enough of you gawping at the pretty coral, no one notices my complete lack of talent as a writer.

Here, I get to write for lawyers and other contract professionals.  I’d wave a picture of a contract at you but I doubt it efficacy. That means I’m pretty much stuck facing up to my limitations.  I’m okay with that though.  I like doing this.  I really appreciate you all reading it.  Just do me a favor; let me know what you think.  It’s never getting any better unless you guys help me get it better.  I won’t speak for the other writers here, but I absolutely want the abuse!  I hope we offer something sufficiently interesting and valuable to you feel it’s worth your time slinging some my way.

That still means I’ve got to offer some content.  I’ve decided to start where I start trying to deal with any problem I’ve ever had to deal with in a contract department.  Why are we being paid to do this?

If you’re running a company you pretty much spend every waking minute obsessing about fairly pedestrian issues like where the heck am I getting more money and why do I have to keep spending it.  It’s a good bet they don’t decide they just like the idea of a bunch of lawyers wandering the halls cracking inscrutable jokes and threatening to sue the lunch lady. Certainly not enough to want to fund their paychecks.

If you have a legal department, it is because you want it to save you more money than you spend.  I don’t really want to get into the whole “why is it all about money” thing.  It isn’t. But when you’re trying to make sure the people that work for you get paid, it really is.  That isn’t an excuse for doing a bad job or ignoring risks like illegality or mere stupidity, but it’s a pretty good idea to grasp what motivates the enterprise. 

That means, for me, the real question I want to answer with any contracts is “how do I add value to it?” That means being sensitive to the harm you can do.  That means understanding the risks that actually keep the business up at night and not getting tangled up in proving what an amazing drafter you are.

I’ve spent the last seven months helping run a business.  Before that I spent 10 years reading contracts.  Everything I said above I believed during those 10 years and I believed when I came to DocJuris.  And as soon as it was my money and my deal that the legal discussion was holding up, I found myself thinking let’s sign any old crap and worry about fixing it later! We need to SELL!  Suddenly I was the jerk yelling for the contract; and it was me I was yelling at.

That is absolutely not advice I’d ever offer or listen to.  But it is an essential reminder of how the people paying the bills feel.  Always give more than you take if its humanly possible.  When not, explain why clearly and keep your ego out of it.   

We’re lawyers.  Do the legal stuff, you already do that well.  I suggest though you try to remember the purpose the client has in mind as well.  I’ll do my best to do them same asI write here.

Written by
David Issa

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