Recognizing a complete contract is not the same as knowing it’s the right contract. You need someone who operates beyond the playbook and goes to the actual language of the contract — not surface dressed up as knowledge.
A playbook runs on inherited knowledge. A clause is in there because the last contract had it, because someone once said it should be there, because it’s standard practice. Ask why, and the honest answer is usually a shrug.
I see this constantly, working with contracts managers, contracts administrators, and sometimes junior associates who can tell me a clause belongs in an agreement but can’t say why it’s worded the way it is. I don’t say this to embarrass anyone. Most people were never taught to ask the question — they were taught to recognize the clause, not interrogate it. That’s a gap I’d like to help close, not a failure I’m pointing out.
There are really two layers to it, and I’d ask you to sit with both for a moment.
The first layer: counterparties routinely demand a specific clause with no real idea why it needs to be there.
A familiar example is indemnification. Ask what’s actually being indemnified against, and the answer is often some version of “you should just indemnify us.” But it’s worth thinking about critically. If a client’s only obligations under the agreement are to pay and maybe hand over some documents or site maps, what is that indemnity actually doing? We shouldn’t put clauses in a contract that are superfluous. If there’s no risk the client is creating or controlling, there’s no basis for the indemnity — and it may not belong there at all, no matter how standard it’s assumed to be.
The second layer: even when a clause belongs, the exact wording is rarely chosen on purpose.
Take indemnification again — the language “arising from or related to” versus “caused by.” These are not interchangeable. One sweeps in anything connected to the underlying conduct; the other requires actual causation. I’ll often ask a counterparty’s contracts team why they want one phrase over the other, and the honest answer is rarely more than “the first one is broader.” Knowing it’s broader isn’t the same as knowing whether that breadth makes sense for what’s actually being agreed to.
I bring this up not to score a point, but because I think it matters more than most people realize. A contract is supposed to reflect a real agreement between real parties about who bears what risk. When the language is inherited rather than chosen, that agreement gets blurry — and blurriness is expensive later, usually at the worst possible time.
If you’ve ever looked at a clause in your own contracts and wondered, quietly, why it’s there or why it’s worded that way — that instinct is worth listening to. I’d be glad to help you find the answer.
Patrick Smith is a transactional attorney and outside general counsel for small and mid-size businesses, professional services firms, and AEC and environmental consulting companies. He can be reached at pat@patsmithlaw.com.