What You Didn’t Learn in Law School About Negotiating Contracts

In law school, you learned the law. Everything else, you’ve had to learn on your own or on the job. Contract negotiation, for example, is one of the most important skills in your in-house role, yet your law school curriculum probably didn’t cover that.

No one taught you how to interpret or regulate your tone in the comments, how to prioritize terms, or when good enough was good enough. Chances are, there’s a lot you’re still learning on the job, and that heartburn you can’t seem to get rid of might just be because of all the uncertainty.

Luckily, we know a thing or two about contract negotiation, so here are some tips you didn’t learn in law school.

Perfection is a fool’s errand.

It’s easy to get caught up on writing the perfect contract using perfect language that protects you from everything. But in the words of Laura Fredrick, “Your goal is risk management, not beautiful documents.”

Take the pressure off yourself — the perfect clause doesn’t exist. The goal here isn’t perfection, it’s clarity. Cut out passive language, lazy descriptions, and anything that makes it unclear who is responsible for what. Being clear in your meaning can sometimes mean being clunky in your language, especially early in your career, so embrace the lack of perfection.

Always know your why.

A contract negotiation isn’t — or shouldn’t be — a competition. It’s less about being right and more about coming to an agreement that everybody’s happy with. For a less fraught contract negotiation, lead with your why. This is a more accurate indicator of when to push and when to compromise. 

Your “why” is at the heart of what you’re trying to achieve with this contract, this customer, or your business as a whole. What are the desired outcomes? What are your negotiables? Where can you be more flexible? All contracts aren’t the same, so evaluate your approach based on what your business needs.

Aim for a collaborative tone.

It’s easy to misinterpret written tone on a good day, let alone in the setting of a tense contract negotiation. Outbursts can happen, and they can set a bad tone (so to speak) for future collaborations and cause friction.

When redlining your contracts, be on the lookout for language that might be a little biting, snarky, or passive aggressive. Consider writing a first draft of comments, then going over them again with fresh eyes to smooth out your language and make adjustments to your tone where necessary. As they say, you catch more flies with honey than vinegar.

Takeaways

Contract negotiation can be one of the most tense aspects of the contract process, especially when the negotiating parties are stubborn and combative. Law school didn’t teach you how to master this essential part of your role, but it did teach you how to learn quickly. For a less stressful process, remember your why, aim for clarity, and use a collaborative or neutral tone when addressing comments. 

See how LinkSquares CLM can help you negotiate contracts more seamlessly. Contact us today.