Jeffery Kruse made an important point in Olga Mack’s recent Above the Law interview that struck a chord with me: contracts are too often seen — and drafted — as communication for lawyers rather than as tools for the business. He’s absolutely right, but I’d take that idea a step further. Contracts are not just communication; contracts are instructions for collaboration.
I think of a contract as a blueprint, not a warning label. It’s a guide for how parties work together toward a shared goal. When written well, a contract creates alignment, certainty, and guardrails — not confusion, loopholes, or traps. If the contract only serves to guide the lawyers, it’s not doing its full job.
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Contracts As A Blueprint
When two businesses come together to form a deal, they aren’t simply exchanging goods, services, or money. They’re entering into a working relationship. The contract should be the blueprint for how that relationship unfolds — step by step, clearly, and predictably.
Business teams often ask questions like:
- Who is responsible for what?
- What happens if something changes?
- When do payments occur, and under what conditions?
- What are we each promising to deliver, and how will we measure success?
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If those answers aren’t obvious from reading the contract — or worse, buried under pages of dense legalese — then the contract has failed.
Contracts must speak clearly and plainly to those who actually use them: the project manager setting expectations, the business team implementing the terms, the finance team issuing an invoice. A contract is only effective if it’s usable, not just enforceable.
Safeguards, Not Surprises
In-house lawyers should also guard against the tendency to treat contracts as defensive weapons. Protecting the business is important. That’s our job as in-house lawyers, but we should also ask whether we are drafting for clarity and fairness or are we attempting to play “gotcha” in the event something goes wrong?
Well-drafted contracts bake in safeguards for both sides:
- Reasonable dispute resolution procedures.
- Clear performance benchmarks.
- Mutually acceptable exit options.
- Defined responsibilities and shared risks.
That’s not just good lawyering — it’s good business. Contracts that are overly one-sided or riddled with traps may win short-term leverage, but they damage long-term trust. The strongest business relationships are built on transparency and mutual understanding, not exploitation of ambiguity.
The ‘SEE’ Test And Beyond
Kruse introduced the SEE framework — Simple, Easy, Effective — as a filter for evaluating contract design. It’s a great starting point. But let’s build on it with a mindset shift: what if we treated our contracts more like product instructions?
Imagine buying a piece of machinery with an instruction manual written only for engineers and buried in legal disclaimers. You wouldn’t know how to use it, maintain it, or fix it when something breaks. That’s exactly how many business users feel when they’re handed a contract they can’t understand.
In-house lawyers can fix this. We can:
- Draft with user-centered design principles in mind.
- Use plain language that maps to real-world behavior.
- Test templates with business stakeholders before rollout.
- Organize contracts so key responsibilities and timelines are impossible to miss.
In short, we can write for the people who live the contract, not just those who litigate it.
Legal’s Role As Interpreter And Architect
The best in-house lawyers aren’t just contract reviewers; they are translators and architects. They translate legal obligations into business behavior, and they help design systems that prevent issues before they arise. To do that, in-house lawyers need to sit at the negotiating table not just as risk mitigators, but as collaborative partners. That means listening, asking how the contract will actually be used, and designing agreements that help — not hinder — the deal’s execution.
It’s tempting to fall back on precedent, on what we’ve “always done,” or what’s been vetted by outside counsel. Real innovation in contracting comes from understanding the business deeply — and caring enough to make the contract not just legally solid, but operationally usable.
No More Gotcha Games
The age of “gotcha” contracts — where success is measured by what the other side failed to catch — is over. Or it should be.
Let’s write contracts that make sense, that guide collaboration, and that reflect a shared commitment to the deal’s success. When we do, we move from being legal gatekeepers to business enablers. That’s not just good for the legal team — it’s good for business.
Lisa Lang is an accomplished in-house lawyer and thought leader dedicated to empowering fellow legal professionals. She offers insights and resources tailored for in-house counsel through her website and blog, Why This, Not That™ (www.lawyerlisalang.com). Lisa actively engages with the legal community via LinkedIn, sharing her expertise and fostering meaningful connections. You can reach her at [email protected], connect on LinkedIn (https://www.linkedin.com/in/lawyerlisalang/).