How To Alienate People Using Contracts

alienate people using contracts

A tale often heard by transactional attorneys is that it is not difficult to alienate people using contracts. If you handle a lot of commercial contracting as part of your in-house counsel role, you undoubtedly have seen contracting processes that have grown into their own multi-headed monster. Instead of right-sizing contracts to a transaction, companies are developing and growing massive contract templates that often contain the kitchen sink (and often the entire kitchen), and then deploy them universally even if many of the terms don’t apply to a given transaction. As a result, the burden is put on the recipient to bring out the weed-whacker and undoubtedly create a redline that will create gasps from the business team on the provider side, often starting off discussions on a sour or contentious note.

What’s more, many of these contracts contain bespoke and unusual terms that were never discussed, and are often tucked away in the miscellaneous section and described as “standard boilerplate”. As the story below illustrates, these kinds of tactics can create distrust at the outset – and even worse – a transaction that will never close. In-house counsel must carry a quota and sell, and starting off a potential relationship with poor contracting and business tactics is a sure way to lose a potential customer, sometimes forever.

“I often tell my students that contracts are mutually beneficial transactions that make the world a better place.  If you really want to have a positive impact on the world, I tell them, become a transactional attorney.  But I recently had an experience of how contracts can become a roadblock preventing potentially mutually beneficial transactions. A stranger reached out to me to invite me to appear on his yet-to-be-launched podcast…I followed up and asked for more information, and satisfied with the answers I received, I agreed to a time for a recording in a few days. . . until I saw the contract. The contract gave all rights in the recording to the podcaster with aggressive boilerplate about  how my consent was “irrevocable” and how his rights were “unfettered,” applicable “throughout the world,” and granted “in perpetuity.” …the contract also provided that I “release and discharge” the podcaster from any and all liability arising out of the podcast.  Nope. I told the podcaster that I would not sign the release…He responded that I didn’t have to sign anything.  He just wanted to use the material as he saw fit.  Not helping.  The trust was gone….”

Source: How To Alienate People Using Contracts