It’s a little after 4:00 a.m., I’m in a lounge at Bangkok’s airport, and my thoughts have turned to … contracts playbooks. You know—those scripts that tell a company’s contracts professionals how to respond to comments to the company’s draft contracts, or how to respond to the other side’s drafts.
In connection with a consulting project I’m working on, a client recently sent me their playbook for a particular template. I realized that over the years I’ve seen only a handful of playbooks, and I’ve never paid them much attention. Perhaps it’s time to change that.
In particular, it might be interesting to consider an assortment of playbooks, assess how they convey information and what features they offer, and perhaps put together a model. I invite you to send me sample playbooks. Whether or not they’re redacted, I’d keep them confidential.
And if you have any thoughts on use of playbooks generally, I’d be happy to hear them, and I’m sure plenty of my readers would too.
As you delve deeper into it, this is a topic I would be interested in learning more about on this blog. I think a playbook could be a good way to add value for a client when delivering a contract.
Agreed. I would be very interested in reading more on this.
Ken:
The Corporate Executive Board has a lot of materials on this, and there seems to be a lot of diversity in approach. I went through a lot of that material recently, and boiled down the fundamental of what is in a playbook to the following (regardless of whether the playbook is for a sales person or a lawyer):
1. Standard language
2. Reason for the standard language
3. Objections and responses
a. Objection
b. Response
c. Alternative
d. Approvals required
That’s incredibly simplified, and omits all of the process observations to focus on what the document is. But it’s something.
Chris
Thanks!
I’m curious what you think about the examples that CEB provides. I can’t help but think the playbooks might be what the law department declares the policy/process to be, but not what their business clients who are working in the trenches actually do in the heat of the moment (sorry for the bad metaphors).
Intuition tells me a contracts playbook is largely a style guide sliced and diced differently, perhaps akin to MSCD’s before, annotated, and after sample contract (which is a wonderful feature of the book, incidentally).
If a playbook explains and justifies the firm’s recurring deal terms, that’s another matter, but more of substantive negotiation than drafting style.
In the world of securities trading master agreements where industry standard forms are commonplace—e.g., master repurchase agmts, ISDA master agmts, prime brokerage agmts—each sell-side firm has its own extensive playbook for negotiating those agreements with its buy-side clients. “Negotiators” or “documentation specialists”, many of whom are non-lawyers, are the playbook’s intended audience. Playbooks typically detail fallback provisions and approval processes for requested provisions that deviate from the bank-approved standard fallbacks and are regularly updated. Distribution of those playbooks are controlled.