Another way that an in-house lawyer can add value to an organization involves contract drafting, negotiation and review. The in-house guy knows your business and what the real important issues are for you. He knows what to give in on and where to stand firm. He knows what conflicts have emerged in the past, and he aims to address them in future contracts. Unless he's an incompetent wanker, he's not going to waste time in pettifoggery and nit-picking, and he's going to work in plain language whenever he can.
He can really add value by facilitating collaborative negotiations among the business men and women who will be living with the contract. In my opinion, it never hurts to put in language that memorializes the parties' spirit and intent and that promises good faith dealings even if it is utterly unenforceable. It's there to help you when you are looking your counterpart in the eye as you discuss some dispute that emerges. It can be very helpful. The possibility of future litigation is probably the least important aspect of drafting a contract and the easiest to address. Frankly, commercial litigation over the terms of contracts are pretty rare in the scheme of things, and I doubt that this is any testament to the skills of lawyers. The most painful losses associated with disputes that emerge in commercial contracts are the losses of business. The best way to deal with theses kind of disputes is not in contract provisions but in managing the buisness that the contract covers.
I really enjoy negotiating contracts, especially if my counterparts are skilled. It is often the case that they are not, and this diminishes the enjoyment considerably if not altogether. I turn dealing with the unskilled into a kind of game where I see how much I can teach him or, if he is unteachable or an outside lawyer churning a file, how far afield I can take him. If he wants to quibble over some immaterial language, I'll pretend to care and trade it for concessions in areas that I actually consider important.
Where your in-house guy can be of big help is in the time he takes to turn contracts and redrafts around. Your out-house guy won't get to it until he has to, whereas your in-house guy should be sensitive to the business team's timetable. If you work for a vendor, your display of efficiency and respect for other people's time will reflect well on your company and will earn you the respect and appreciation of your constituency within the company.
Another way for the in-house guy to win friends and influence people is for him to know his role in the scheme of things. Ultimately, everything about the potential transaction is a business decision. It is the lawyer's job to explain the risks and to help the business team decide whether to take them in view of the rewards and how to deal with them creatively, if possible. It's not his job to be the dealkiller, the killjoy, or the millstone around the necks of the business team (unless they need you to play bad cop). He's not on the front line; he's support. If the business people you have to deal with come to see you as an impediment rather than a help, you will never get the whole truth about anything and will be circumvented.
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