The Bizzle

"Saving your ass since 1999"

The language of contract negotiations: a guide for the perplexed

Sometimes everybody knows what you mean. The phrase “With respect…” is universally understood to mean its precise opposite, and “I’m not being funny, but…” invariably means “I am about to say something racist”.

But law has its own secret language, opaque even to its practitioners on occasion. It’s not just the Latin and the tortured circumlocutions; even the most innocent phrases have hidden meanings.

As a service to civilians and tyro lawyers everywhere, therefore, I have collated (with the help of my friend and colleague @littlekiwi68) thirty of the most commonly used phrases in contract negotiations and matched them with their real meanings. Use this knowledge wisely, and you will soon be bamboozling and belittling your opponent with the best of them.

(NB: If you’re negotiating opposite me, I mean everything I say. Obviously.)

What contract lawyers say

What contract lawyers mean

We’re aiming to get this signed by the end of the month

We’re expecting you to give in on everything

I think we can deal with these points relatively swiftly

Would you mind giving in quickly so I can get to the golf course in time to play a full round?

Could we have a quick break out session?

I need to phone my golf buddy to tell him I’m going to be late

Are you up to date on the discussions we’ve been having with your Sales Director?

I will try to have you fired if you don’t give in on everything

We want a supplier that’s easy to contract with

When we want your opinion, we’ll give it to you

Let’s do a page turn

I’m going to humiliate you by pointing out all your typos

Our standard terms and conditions are balanced

We’re screwing you, but if I say this enough times you might believe it

We take a partnership approach to contracting

Kneel before me, minion

That’s our standard clause

Only the Finance Director knows why we use this clause, and he’s too busy to speak to you

This is in all of our contracts

We downloaded 20 precedents from PLC to save having to think for ourselves

Our parent company requires us to have this clause

I’ll get fired if I change even a comma of it

That’s the market position

That’s how we did it in the last contract I worked on

That’s a commercial point

I failed GSCE maths

Nobody’s ever raised this issue with us before

I hate you for making me think about why we do it this way

All of our other customers agree to this

Why can’t you be as gullible / lazy / spineless as everyone else?

We don’t use that clause in that way

We do use that clause in that way, but you might not buy our product if I admitted it

That clause doesn’t mean what you’re saying that it means

It’s awful drafting and I don’t understand it either

I’ve got ten years of experience in this field

Ten years of good lunches has diminished my mental faculties to the point where this is the only argument I’ve got left

I’m not happy that you’ve raised this issue

I’ve run out of convincing arguments so I’m going to shout at you for a bit

Is that really your position?

I think I look really macho if I shout at you

I understand why you take that position

I agree with you, but I can’t be too pragmatic in case my client thinks I’m weak

I hear what you’re saying

I’m going to ignore what you just said and make the point I was going to make anyway

We need a liability cap that allows us to recover all of our losses

I don’t understand what a liability cap is

We expect suppliers to stand behind their services 100%

I still don’t understand what a liability cap is even after you’ve explained it to me

It’s too late in the day to raise new points

I’d have got away with it if it wasn’t for those meddling lawyers

We’ve made lots of compromises in this negotiation

We deliberately chose an extreme starting point so we could guilt you into submission

I need to take instructions on this point

You’ll be cross when I say no, so I’m going to blame it on my client

This needs to be signed off by our board

This is the only part of the contract that our board will read

Can you send me a mark up by close tomorrow?

My time management is so poor that we’ll miss our deadline if you don’t give me at least a fortnight to review your changes

We need to get this finalised by the end of the week

The real deadline is next month, but I’m going to Barbados for three weeks on Monday

4 responses to “The language of contract negotiations: a guide for the perplexed

  1. karensmate March 16, 2012 at 5:09 pm

    Thats very funny!

  2. dmcqueen March 21, 2012 at 4:05 pm

    One more:

    “In my 15 years of experience…” – translation – “You may be smarter than me and understand the issues better, but I am older so I will win..”

  3. Pingback: It’s all in the communication | Legal Aware

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