Adams on Contract Drafting

What Say You, Contracts People at Companies?

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In a stream of posts over the past couple of months, I’ve been nagging companies about their contracts. It boils down to something like this: It’s likely your contracts are a mess. That matters. Do you have the time and expertise to fix the problem? What are you going to do? The response has pretty much been silence.

I’ve been similarly assertive—abrasive?—in meetings with some big companies, other than those that are my clients. Me: Don’t you want me to point out all the problems I spotted in your templates? Them: No.

Look, I know that everyone is trying to do more with less. It might be that at many companies, or most companies, “good enough” is in fact good enough.

But at the biggest companies, economies of scale mean that “good enough” doesn’t apply. A saving grace of contract drafting is that you can devote resources to getting a contract template right, because you know you’ll use it a thousand times. Furthermore, the biggest companies like to think they have the best talent. So when big companies don’t want to look under the hood of their contract templates, to my mind that has to be due to plain old inertia, whether of the individual or institutional sort.

If you’re a contracts person at a company, I’d be pleased to hear what you think about all this. You’re welcome to comment anonymously. Or email me your comment and I’ll post it for you.

Here are my most relevant posts: