You’re in charge of contract templates at a big company.
When it comes to creating and maintaining a company’s contract templates, often one has to make do. But that doesn’t apply to your company. You’re too big for that excuse to work. Besides, your company is fond of proclaiming how it strives for “excellence.”
But in terms of what they say and how they say it, your contracts range from mediocre to embarrassing. Because in your case we can’t attribute that to expediency, we have to look for other reasons: Perhaps you’re not aware that there’s an alternative to the dysfunction of traditional contract language. Or maybe you’re so steeped in your current approach that you can’t countenance change. Or maybe you feel that sticking with what has long been accepted is less risky than changing. None of those reasons is a good reason.
Whatever your reason, it’s unlikely anyone will call you on it. For one thing, those above you in the food chain probably don’t have the expertise required to assess your templates. They probably don’t even have the appetite for that sort of work. It’s likely they would accept your blithe assurances that when it comes to your templates, all is as it should be.
Furthermore, the benefits of fixing contract language aren’t easy to quantify. And the costs of dysfunctional language tend to involve the drip-drip-drip of time and money being chronically wasted—that’s less eye-catching than messy contract disputes, which attract more attention but occur only sporadically and unpredictably. So it’s unlikely that you’ll have bean counters clamoring for a more efficient contract process.
Another cost is lost deal opportunities, but in the fog of deal-making it’s generally easy to find other culprits to blame for that.
So if you want to stick with the status quo or limit yourself to tweaking it, go right ahead. Who’s going to stop you?
But even though you probably could keep punching yourself in the face repeatedly, you’d find it a relief if you were to stop. Templates with clearer language and improved substance make for a more efficient contract process—deals get done more quickly, with less pointless haggling, and less risk of contract disputes. That improves the bottom line, and it frees your contracts personnel from drudgery.
So I suggest that you take a deep breath and consider really fixing your templates.
5 thoughts on “Getting Away With Mediocre Templates”
In a competitive world, any advantage is to your advantage. If many or most contract drafters have mediocre templates, then the drafter with excellent ones is giving clients yet another reason to choose his/her firm.
Nothing could be more true than your explanation of why companies tolerate their mediocre templates. This has been my experience too.
I think expediency retains its explanatory power with all company sizes. No one hires with the idea of “an FTE to clean up our contract templates.” It is something in-house counsel have to put on a long list of “someday” projects.
To Chris: But in my experience, “someday” projects never get done.
Thus expediency retains its explanatory power. Sadly.