Make the Counter You Look Good
One way to build Drafting Capital with contracts is to ✨Make the Counter You Look Good.✨
For each of us, everybody else is a counterparty.
And when you work with so many contracts, it’s easy to lose sight of each counterparty’s perspective.
But with each of your counterparties, somebody, somewhere, is sitting behind a computer screen - just as busy as you are - reviewing your contract.
Their job, like yours, is to get it signed and closed.
They are the Counter You.
A real live person, just like you.
And their team is asking the Counter You about the status of your contract.
If you sent your counterparty a ridiculous, one-sided contract, imagine what the Counter You has to do.
They have to tell their team, “Sorry, you can’t sign this yet. It needs a lot of redlines and it’ll take a while. Sorry.”
Does that make the Counter You look good?
No!
But imagine instead that you had sent a contract that was good enough to sign as is.
Now picture the Counter You telling their team, “Hey, no redlines needed here. This one is OK to sign!”
You made the Counter You look great!
So how do you make the Counter You look good?
Here are a few ways:
• Use fewer defined terms.
When we’re drafting, defined terms are convenient. We have a concept we know we’re going to use repeatedly, and defined terms give us an easy way to invoke that concept whenever we want.
But the Counter You hasn’t seen your contract before or worked with it as frequently as you have. They don’t know the ins-and-outs of your contract. To the Counter You, defined terms can slow down their review. They worry about missing something that you’ve cleverly slipped into a definition. They worry about defined terms that sound the same, but have different meanings - like “Customer Content” and “Customer Materials.”
Defined terms slow down the Counter You and invite redlines, which don’t make the Counter You look good.
So use fewer defined terms. And when you do define a term, ask whether it will make the Counter You worry and redline or move smoothly through your contract.
• Make the contract ready to sign as is.
Nothing would make the Counter You look better than turning around your contract within a few hours after receiving it.
Some Counter Yous may just look to ensure there aren’t any red flags. So cut red flags. Make clauses mutual. Make the limitation of liability clause short and the exceptions prominent so the paragraph is easy to scan. Make the start and end dates easy to determine so the Counter You doesn’t have to pull out a calendar. And if your contract incorporates terms that are linked on your website, don’t wait until the last paragraph to spring that on the Counter You.
Make it easy for the Counter You to glide through your contract to help them look good!
Conclusion
So that’s why it’s helpful to think about making the Counter You look good when you’re drafting a contract.
What techniques do you use that make the Counter You look good?
For each of us, everybody else is a counterparty.
And when you work with so many contracts, it’s easy to lose sight of each counterparty’s perspective.
But with each of your counterparties, somebody, somewhere, is sitting behind a computer screen - just as busy as you are - reviewing your contract.
Their job, like yours, is to get it signed and closed.
They are the Counter You.
A real live person, just like you.
And their team is asking the Counter You about the status of your contract.
If you sent your counterparty a ridiculous, one-sided contract, imagine what the Counter You has to do.
They have to tell their team, “Sorry, you can’t sign this yet. It needs a lot of redlines and it’ll take a while. Sorry.”
Does that make the Counter You look good?
No!
But imagine instead that you had sent a contract that was good enough to sign as is.
Now picture the Counter You telling their team, “Hey, no redlines needed here. This one is OK to sign!”
You made the Counter You look great!
So how do you make the Counter You look good?
Here are a few ways:
• Use fewer defined terms.
When we’re drafting, defined terms are convenient. We have a concept we know we’re going to use repeatedly, and defined terms give us an easy way to invoke that concept whenever we want.
But the Counter You hasn’t seen your contract before or worked with it as frequently as you have. They don’t know the ins-and-outs of your contract. To the Counter You, defined terms can slow down their review. They worry about missing something that you’ve cleverly slipped into a definition. They worry about defined terms that sound the same, but have different meanings - like “Customer Content” and “Customer Materials.”
Defined terms slow down the Counter You and invite redlines, which don’t make the Counter You look good.
So use fewer defined terms. And when you do define a term, ask whether it will make the Counter You worry and redline or move smoothly through your contract.
• Make the contract ready to sign as is.
Nothing would make the Counter You look better than turning around your contract within a few hours after receiving it.
Some Counter Yous may just look to ensure there aren’t any red flags. So cut red flags. Make clauses mutual. Make the limitation of liability clause short and the exceptions prominent so the paragraph is easy to scan. Make the start and end dates easy to determine so the Counter You doesn’t have to pull out a calendar. And if your contract incorporates terms that are linked on your website, don’t wait until the last paragraph to spring that on the Counter You.
Make it easy for the Counter You to glide through your contract to help them look good!
Conclusion
So that’s why it’s helpful to think about making the Counter You look good when you’re drafting a contract.
What techniques do you use that make the Counter You look good?