contract 101

Ten Things – How to Read a Contract

I recently heard from someone I worked with when I was General Counsel of Travelocity.  She was on the business side and worked on a lot of contracts.  She reached out because she remembered an article I had written and posted on the legal department intranet site about “how to read contracts.”  It was something I wrote for the business so they would be better prepared to work with my team on contracts.  Apparently, she still used it over ten years later!  But, she had lost her only copy and wanted to share it with some of her team at her new company so she could coach them up.  She reached out to ask me if I still had a copy that I could share with her.  I did and sent it over to her.  Now she is teaching a new generation of her sales team how to read contracts.  Reading back through it, however, got me thinking about the fact that not all in-house lawyers have a good understanding of how to read a contract – though we would all hate to admit it.  It is not a skill they teach in law school (or least didn’t when I was there, i.e., I never saw an actual contract until I started working at a law firm).  Instead, law schools focus more on contract theory and stuff like that.  Which is all well and good until you’re faced with your first 50-page agreement and realize all that theory isn’t going to help you much as you start to wade through something that reads like a map written in ancient Greek.

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