GETTING TO “YES” WITH YOUR LAWYERS:

It’s not an oxymoron…..It can be done!

Leslie Marell, a business friendly attorney

 Many business people complain how long it takes their lawyers to finalize the contract.

As a former in-house attorney and currently in private practice, I’d like to offer some suggestions on how to expedite your legal review process.

 Before I do, I want to show you a typical email from a client:

Leslie,

Please review the attached contract and provide us with your major legal issues. The company is coming in next week and we want to be ready to finalize the contract.

 John Client

 When you read this email, do you know what the deal is about…or what John and the other company agreed to?  

 Did you answer “NO” to these questions? 

 I’ll let you in on a secret: 

I DIDN’T KNOW THE ANSWERS TO THESE QUESTIONS EITHER!

 These answers are important because I can’t (nor can any attorney) analyze a contract in any meaningful way without understanding:

• The deal
• Your issues/ concerns about the deal/ the other side

 You may not believe this, but we attorneys are looking for direction from you, our client!

To explain what I mean, here’s a story “Jim”, an attendee of one of my seminars (on understanding and negotiating contract terms) told me:

 “I received a supplier’s objections to our contract. I’d been with the company a short time and asked a colleague which attorney needed to review the supplier’s changes.

He told me the lawyer to contact and said:  “Don’t expect to hear back from him soon. We refer to him as the “black hole”. Our requests go in, but they never come out.”

 I did what I always did when working with legal departments.  I wrote a memo explaining the deal, what we’d agreed to, and what problems I had (and didn’t have) with the changes. I asked to set up an appointment.

 I sent this email in the morning.  That afternoon, I received a reply from the attorney who gave me language suggestions and some ideas on how to respond.

No one could believe that I’d received such a quick response. Someone even suggested that I must have bribed him.”

 While Jim’s department may have been surprised, I wasn’t.

 I know that Jim’s lawyer is inundated with requests from other clients who mostly never explain the deal.

I know Jim’s lawyer is thinking: “Finally, a client who gives me the necessary background, has read the contract, tried to make sure the contract language lines up with the deal, and helps focus my attention.”

 Jim helped make the lawyer’s job easier.

 So, how do you expedite the legal review?

 Help your lawyer help you!

Before you involve your lawyer:

• Discuss the major issues with your customer before negotiating the contract.

• Make sure the contract includes the deal points you’ve agreed upon.

• If you don’t agree with/ understand a clause, ask for an explanation.
  • Your questions will lead to information about your customer’s concerns.

• Discuss the business aspects of all clauses…even the “legal” clauses.
  • The limitation of liability clause boils down to “who pays the money”
    • Example: In the sale of capital equipment, discuss limitation of liability in exchange for providing no or low fee monthly preventative maintenance. Talk in real world terms with real world approaches to address your customer’s issues.

 Once you get your lawyer involved:

• Don’t just “hand off” the contract. Stay in control.
  • Provide your lawyer with a “term sheet” explaining the deal/ your issues.
  • Set up an appointment to discuss these issues.

• Encourage your customer to stay involved in a similar way.

MORE TIPS:

• You must understand the meaning of your clauses and your customer’s clauses to assist in contract finalization.

• Even “legal” clauses such as “Limitations of Liability” and “Indemnity” boil down to “who’s going to pay the money.”

• Invest in effective training to help you and your sales team understand and negotiate contracts and work more effectively with your lawyer and customers.

Leslie Marell has been practicing business and commercial law for over 25 years. She has extensive legal experience counseling companies in the areas of business contracts, purchasing, sales, technology law, real estate, employment law and day to day legal matters.  Leslie has presented seminars throughout the country to thousands of sales, marketing, and purchasing professionals on business law, contract law and intellectual property law.  Her clients include companies such as Apple, Applied Materials, Eastman Chemical, FMC, Goodrich, Hanes, Hewlett Packard, John Deere, Texaco and Unum

For information regarding Leslie’s seminar “INK THE DEAL! Understanding Your Customers’ Contracts”, please visit www.inkthedeal.biz