"The whole point of contracting is creating relationships" — Interview with Alex Hamilton

We have had the great pleasure to interview Alex Hamilton, CEO of Radiant Law and author of SIGN HERE: The Enterprise Guide to closing contracts quickly. 

This interview is part of the How I Contract interview series with experienced contract lawyers and professionals which aims to become a source of inspiration, support, and advice for new lawyers and professionals. 

Dive in! 

Could you share the biggest lesson you’ve learned while working with contracts?

There have been many, but the following were pretty essential lessons:

• The most important part of a commercial contract is the “commercials” such as what will be done and pricing. Survey after survey from World Commerce and Contracting (WCC) shows that too much negotiation time focuses on things going wrong (liability, indemnities, and termination) rather than ensuring the deal is workable. By not focusing on the heart of the deal, we make it more likely that the deal will fail! And while we are on the topic, there are no “legal” points. Points either have commercial relevance, or they don’t matter. 
• Contracting is a process that can be improved. The more we can standardize it, the more we can improve it. If you want to ensure that you are constantly struggling, the perfect recipe is winging it, heroics, and treating everything as bespoke.
• Shorter contracts can be more rigorous: when you simplify and shorten a contract, you can often replace a page with a sentence or two. The shortened text will usually cover more edge cases and issues than a convoluted wall of text that obscures the real general point.

What contracting experiences shaped you as a contract master? If you have a story, share it 🙂

I’m not sure about “contract master” as a label, but I learned a lot relatively early in my career from a large deal that went wrong after it was signed. It was a salutary lesson (and deeply uncomfortable) to have language scrutinized that was drafted in negotiation rooms late at night.

The contract held up, and the client got what they wanted, but I’ve written a lot of templates and standard language since then to minimize needing to make it up on the fly.

What mistakes should contract lawyers and professionals avoid when working with contracts? How would you avoid them?

I’ve made so many, but some mistakes that I keep seeing:

• Underestimating the impact of taking unreasonable positions. In my book, I describe a situation where a single clause (that wasn’t even needed) made it four times slower to close deals.
• More generally, trying to get rid of every risk rather than finding a good enough balance. I keep asking clients what issues they’ve had over the last decade with contracts going bad, and it’s notable how big the gap is between perceived potential risks and how little goes wrong in practice.
• Getting stuck doing day-to-day deals and not finding the time to improve the contracting process. Radiant Law exists to help with this if you really can’t find the time. 

Contracting should foster great relationships. Do you agree? Why/why not? How to achieve that?

I couldn’t agree more! The whole point of contracting is not the contracts themselves but creating relationships. The contract is just there to provide enough certainty and trust to grow the relationship.

We should look at every aspect of our contracting processes to ensure we are helping create trust and great relationships, not damaging them. Going toe-to-toe with the other party over points that don’t matter is not a great way to start a relationship.

What are the most common contract negotiation mistakes? How would you avoid making them?

A short, clear, reasonable, and relevant first draft is the closest there is to a “silver bullet” in contracting. If you can send a draft that the other side can just sign, odds are that they will.

So, the trick for me is to avoid negotiating the parts of the contract that don’t matter and instead focus on maximising the commercial deal so that both parties get as much value as possible.

Can you share three things one needs to focus on to make contracting fly?

I describe three stages for improving contracting in my book, Sign Here: 

• Repeatability: put in place a repeatable process that you can then improve.
• Robots: implement some simple automation, especially systems you can keep tweaking (and avoid trying to solve everything with one big contract lifecycle management system).
• Refinement: keep tweaking and improving everything.

There’s a logic to the order (you can’t automate a template, until you have the template), but the most important stage is refinement - there are always things that can be improved!

Are there any simple hacks our readers can use right away to improve their contracting?

Halve the length of your templates.

Just cut them right back, and while you are doing it, remove any points that you wouldn’t like to see if you were on the other side.

Then do it again!

What advice would you give your younger self when you started working with contracts? Why?

When I started as a lawyer, I used to collect arguments and smart-alec points about contracts. I thought learning all the arguments would be the pinnacle of success. 

What I learned, though, was that the goal is not to win points (or say no because that’s safer) but instead to help the parties quickly get a good enough deal to get on with the relationship. 

So, ask lots of questions to understand where the real value is in the deal. Only worry about the parts of the contract that are critical to delivering that value. Try to behave in a way that leaves everyone involved in the deal feeling good about the outcome and the process.

If you could give a shoutout to one (or more) person who has influenced your life in contracts (or is your mentor), who would that be?

There are so many!

Richard Barratt and Martyn Hann when I was at Norton Rose, both taught me how to draft - Richard with elegance, Martyn with certainty.

Martin Cotterill and I had a wonderful run at Shaw Pittman and Latham & Watkins, figuring out how to improve outsourcing deals together.

Dean Aulick, a partner at Shaw Pittman, taught me the power of choosing the right word and how to do pricing in outsourcing deals - the most fun part!

Ken Adams made me completely rethink contract drafting, and I’ve now just outsourced my brain to him on the topic.

Finally, I love how the team members at Radiant Law keep finding better ways to deliver contracting for our clients.  

What’s the biggest issue with today’s contract training, if any?

I’m not sure what the issues are elsewhere, but we are having a fascinating time at Radiant Law figuring out how to give our lawyers the context, knowledge, and training needed to let them perform at a world-class level.

We don’t have time for just an apprenticeship model, and it has forced us to build new ways of reasoning about contract know-how that seem to be working.

We’ve found that what works best is giving team members the key information at the point they are doing the work and, hence, most motivated to learn.

What interview question would you like to be asked and how would you answer it?

Can everything be fixed by Generative AI?

We are in a period of such excitement about Generative AI that we are in danger of losing sight of the value of consistency, deterministic approaches (i.e., you always get the same output from the same inputs), and continuous improvement.

We have tools and approaches that we know work, such as:

• Short, clear, reasonable, and relevant templates.
• Using document automation to create contracts quickly and safely.
• Creating and improving a process, rather than making it up each time.
• Using playbooks to drive consistent risk handling and tweaking the templates and playbooks to eliminate unnecessary negotiations.

Despite this, the industry keeps chasing new silver bullets to solve everything and I think this is a distraction from doing both the work and thinking needed to improve contracting.

Generative AI is the latest example, and I have deep concerns about using a random word generator to create or amend contracts when we need to prioritize consistency and safety in our portfolio of contracts.

I wrote a paper about this.

Who should we interview next? Why? 

Elizabeth de Stadler. She knows a bit about legal design, but most importantly, she is very funny.

Thank you, Alex!