Nothing can strike fear into the hearts of attorneys or businesses like “breach of contract.” Contract negotiations are tedious, exhausting and overwhelming. When a hard fought executed contract is found to be non-compliant, the results can be devastating to all parties involved. While a simple verbal contract, which meets minimal criteria can be legally binding. For business transactions memorialized in writing, contract compliance is significantly more rigid and complex.
In a perfect world, business and legal activity would flow smoothly, employee productivity would be peak levels, and work/life balance would be mandatory. But, since the world is far from perfect, corporations and their employees must do their best with imperfect environment. However, much of the business world is seeking a transformation of internal operations to achieve greater efficiencies and outcomes. With respect to the operation of business transaction contracting, there are several success stories of corporations embracing technology to help foster and achieve success – the key though is to lay the proper foundation which in some cases requires re-engineering process flows.
While every contract has unique characteristics specific to the commercial transaction, there are certain features that lend themselves to standardization. Indeed, most contracts have been assembled by business and legal teams with a ton of “cutting and pasting” from various contract templates; however, with a lack of systemic control. This can create what is known as content customization, worse yet and a ‘legal exception’ given the amount of complexity and risk a simple word change can generate. That is, content changes in the document assembly process can trigger a significant change in the intent or context and not be caught by the ‘naked eye’ in such process. So, if your company is a behemoth, or the proverbial “800 pound gorilla”, then maybe you can get away with just locking down your assembly process so no internal changes can be made. And even not allow for editing or negotiation with your counterparty.
Legally speaking, contracts can be interpreted in vastly different ways. From verbal contracts, called express contracts, to implied and quasi contracts, project managers need to plan for all possibilities.