Wes Bucey
Prophet of Profit
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Recognize that I took these courses more than 50 years ago, and many companies are just starting to catch up to that concept of writing it well enough to understand and agree on the intent well enough to be willing to sign and comply.
I suggest that many of the idiotic phrases and terms we've reported in this thread are NOT actually written by bona fide attorneys, but by minor executives who think they are "smart" to save money on attorney fees by writing their own "gotcha" clauses to screw the other guy in a deal. I further suggest that the ethos of a company that allows these satraps* to push such contracts at suppliers, customers, and employees is definitely NOT "win-win."
When I was running my own company, I interviewed a number of law firms about their philosophy of contracts and read over dozens of contracts they had written for their existing clients before choosing a firm to write our contracts and represent us. Despite my own experience and education, I did NOT write our contracts, but I sure reviewed them and suggested changes to make them more understandable and agreeable before we sent them to a supplier or customer. Similarly, we considered EVERY contract offered to us as an invitation to negotiate any and every term until we were sure both sides had the same understanding, agreement, and intent to perform. This meant sometimes long and fruitless discussion, often resorting to one-on-one discussion between top officers of both sides before agreeing or not agreeing to go forward.
Most importantly, a supplier or customer, employer or employee has to have the intestinal fortitude to say NO! if the terms are too onerous or unprofitable. Many second and third tier suppliers in the automotive supply chain ended up going out of business because they agreed to contract terms from employers which the suppliers were unable to fulfill profitably. Not much prestige in selling to a prime if you end up giving your product free to the customer and then wrap it in a ten-dollar bill besides. (Sometimes it's better to sit home and eat franks and beans rather than prepare steak and lobster for a customer and starve while you watch him eat it.)
*satrap* - a subordinate ruler, often a despotic one [who makes decisions unknown and unapproved by the supreme ruler.]
When I was in grad school, I lived next door to the law school and was able to attend and/or audit law school courses at no additional fee. Some I took for credit and the grade, most I just audited. One course I LOVED was "Agency and Contract." We would sometimes get an overwrought example of a "bad" contract with instruction to "rewrite so someone would actually understand it well enough to comply with the intent."
Recognize that I took these courses more than 50 years ago, and many companies are just starting to catch up to that concept of writing it well enough to understand and agree on the intent well enough to be willing to sign and comply.
I suggest that many of the idiotic phrases and terms we've reported in this thread are NOT actually written by bona fide attorneys, but by minor executives who think they are "smart" to save money on attorney fees by writing their own "gotcha" clauses to screw the other guy in a deal. I further suggest that the ethos of a company that allows these satraps* to push such contracts at suppliers, customers, and employees is definitely NOT "win-win."
When I was running my own company, I interviewed a number of law firms about their philosophy of contracts and read over dozens of contracts they had written for their existing clients before choosing a firm to write our contracts and represent us. Despite my own experience and education, I did NOT write our contracts, but I sure reviewed them and suggested changes to make them more understandable and agreeable before we sent them to a supplier or customer. Similarly, we considered EVERY contract offered to us as an invitation to negotiate any and every term until we were sure both sides had the same understanding, agreement, and intent to perform. This meant sometimes long and fruitless discussion, often resorting to one-on-one discussion between top officers of both sides before agreeing or not agreeing to go forward.
Most importantly, a supplier or customer, employer or employee has to have the intestinal fortitude to say NO! if the terms are too onerous or unprofitable. Many second and third tier suppliers in the automotive supply chain ended up going out of business because they agreed to contract terms from employers which the suppliers were unable to fulfill profitably. Not much prestige in selling to a prime if you end up giving your product free to the customer and then wrap it in a ten-dollar bill besides. (Sometimes it's better to sit home and eat franks and beans rather than prepare steak and lobster for a customer and starve while you watch him eat it.)
*satrap* - a subordinate ruler, often a despotic one [who makes decisions unknown and unapproved by the supreme ruler.]
