The art and impact of a great contract

I love contracts. I love the problem-solving, the detail, the negotiation and, perhaps most of all, the challenge of taking something complicated and making it work.

After 12 years of writing and negotiating contracts, I've come to think that a genuinely great contract is a bit of an art form. It takes something complicated, the relationship between two parties, what they're trying to achieve, what each expects from the other and what happens when things don't go to plan, and makes it clear enough that everyone can actually use it.

It sets the relationship

A contract is often the first formal articulation of how two parties are going to work together, so it needs to get the relationship off on the right foot. How many times do you reach the end of a protracted negotiation and think, the start of a relationship shouldn't be this hard?

A good contract tells a coherent story: what are we doing, who is responsible for what, how are we going to work together, and what happens when things change? You shouldn't need a Duolingo degree to translate what it all means.

It guides negotiations and compliance

And that's where plain English comes in. There's sometimes a strange fear around plain English in legal drafting, as though making a contract understandable somehow lets everyone in on the lawyer's secret. The opposite is true. The real skill is understanding what the legal wording actually means and working out how to express it clearly, not knowing HOW TO MAKE IT SOUND LEGAL. Legal precision and difficult drafting are two different things.

Clear drafting also makes negotiations better. It gives everyone something concrete to respond to and keeps the discussion focused on the things that actually matter, like risk, commercial outcomes, responsibilities, money and liability. It also makes people more likely to follow the agreement once it's signed.

Of course, you can't stop all lawyers who insist on replacing every “will” with “shall” or adding fax back into the notices clause (the 1980s called … they want their notices back), but you can try.

Let's unleash the contracts from the bottom drawer

Forget the joke about contracts gathering dust in a bottom drawer. A good contract should be a practical reference point throughout the relationship: clarifying responsibilities, keeping everyone aligned, and guiding what happens next. It should help people manage the relationship with confidence, without needing a lawyer to interpret it or spot every departure from the template.

Automation

Now I've sold you, let's talk automation.

If contracts are for the people who use them, those people should be able to access, work with, understand and reference them. Good contract automation puts the right parts of contracting into the hands of the business, within guardrails and playbooks approved by legal. It facilitates negotiations within those parameters and escalates the complex, unusual or legally significant issues that need legal judgement.

Legal sets the guardrails. The business gets on with the contracting.

Contracts are for the people. nicholii puts them in the hands of your people.