Trying to achieve an easy life by taking short cuts in professional work is easy and tempting but ultimately counterproductive and very risky.
As a lawyer or commercial adviser, for example, you are asked to review a contract very urgently. You are instructed only to look out for essential “showstopper issues” because there isn’t time to do much negotiation. The contract must be signed in three days’ time or the opportunity will be lost. Ring any bells?
So you take a look and the contract seems at first glance generally like dozens of others you have seen with the usual legal terms and conditions followed by twenty or thirty schedules with more detailed content.
You might then follow your instructions literally and just focus on the provisions in the front-end terms and conditions you know are likely to be important or cause problems – the duration, warranty, intellectual property and limitation of liability clauses by way of example. The rest you could just glance over and conclude that they seem generally all right.
And as for all those hundreds of pages of schedules often with very financial and technical content the eyes glaze over! Surely the specialists who drafted them must have got them right? Anyway, you have been told only to look for critical issues, so they don’t really matter do they?
Concentrating on legal terms and conditions known to be potential problem areas may be a start, but it cannot represent a comprehensive review.
I have found on a more thorough review of the whole document:
This is all a recipe for disaster. It may be tough in the timescale given the client’s expressed wishes BUT it cannot to be right to do anything other than a proper and comprehensive review advising the client of all the key issues, perhaps ranking them in order of importance.
Otherwise your client will regret your short cuts later. J. R. R. Tolkein of all people said in The Lord of the Rings: “Short cuts make long delays.” This was in an entirely different context but the sentiment is exactly right.
As a lawyer or commercial adviser, for example, you are asked to review a contract very urgently. You are instructed only to look out for essential “showstopper issues” because there isn’t time to do much negotiation. The contract must be signed in three days’ time or the opportunity will be lost. Ring any bells?
So you take a look and the contract seems at first glance generally like dozens of others you have seen with the usual legal terms and conditions followed by twenty or thirty schedules with more detailed content.
You might then follow your instructions literally and just focus on the provisions in the front-end terms and conditions you know are likely to be important or cause problems – the duration, warranty, intellectual property and limitation of liability clauses by way of example. The rest you could just glance over and conclude that they seem generally all right.
And as for all those hundreds of pages of schedules often with very financial and technical content the eyes glaze over! Surely the specialists who drafted them must have got them right? Anyway, you have been told only to look for critical issues, so they don’t really matter do they?
Concentrating on legal terms and conditions known to be potential problem areas may be a start, but it cannot represent a comprehensive review.
I have found on a more thorough review of the whole document:
- unlimited indemnity commitments hidden in obscure clauses;
- schedules that supplement, contradict and sometimes undermine the terms and conditions;
- at least two sets of conflicting definitions, one called “Interpretation” and one called “a Glossary”;
- the omission of critical terms – like a proper description of the service to be delivered; and
- blank schedules on important topics like service levels “to be negotiated” after contract signature, which as any competent lawyer will tell you is a non-binding “agreement to agree”.
This is all a recipe for disaster. It may be tough in the timescale given the client’s expressed wishes BUT it cannot to be right to do anything other than a proper and comprehensive review advising the client of all the key issues, perhaps ranking them in order of importance.
Otherwise your client will regret your short cuts later. J. R. R. Tolkein of all people said in The Lord of the Rings: “Short cuts make long delays.” This was in an entirely different context but the sentiment is exactly right.
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