"Legal is not supposed to be the place where “yes goes to die" — How I Contract Interview with Angela Lawrie

We have had the great pleasure to interview Angela K. Lawrie, Sr. Counsel / Sr. Manager at West Monroe – a business consulting and services firm headquartered in Chicago, IL.  Angela's primary focus at West Monroe is negotiating complex client (or revenue generating) agreements.

This interview is part of the How I Contract interview series designed to offer various perspectives from experienced lawyers and contract professionals on what works in contracts in the real world.

Dive in! 

How have your contract drafting techniques changed over the years? What did you stop doing? What did you start doing?  

I believe my skills and approach to contracting are continually evolving. 

It’s never too late to pick up something new or embrace a different perspective on how-to-contract so I encourage others, highly experienced or not, to stay curious and eager to learn. 

Drafting is one of my favorite aspects of contracting.
It’s an opportunity to tell the story of how your company, ideally, does business from its unique point of view.  

My technique has definitely changed from when I first transitioned in-house from litigation practice.  

First, I don’t use as much “legalese” anymore. Imagine a lot more “$100 words” in my early contracts. 

Second, I no longer obsess over finding the “right words” or including language to annihilate every conceivable risk (whether likely or not). I think my approach back then was, unintentionally, more aligned to brief writing and too focused on drafting the “perfect” contract.  

I don’t recall exactly when it happened, but over time and with more practice and experience my drafting technique, communication style and vernacular did evolve to become more business-centric, concise, and relaxed.  Sure, there are definitely still moments when it’s worth being verbose, and showcasing your best legalese in the contract.  

My kind advice is to let the circumstances of the deal and your business partners help you determine those moments and what risks are worth taking.  

And since there are no Pulitzer’s (not yet, anyway!) for the most perfectly worded long-form contract, I will keep my business partners engaged and happy by drafting shorter business stories, whenever possible, utilizing clear, concise language.

Imagine sharing a contract-related story from your career to inspire or educate your younger self. What would that story be? 

I recall that I used to put a lot of unnecessary pressure on myself to do perfect work and always have the right answers. Likely part imposter syndrome, and also fear of making a big mistake that caused liability or harm. 

So, if I could share some advice I wish I had gotten long ago, it would be this:  

• Being a successful in-house attorney does not require that you know everything about everything and nothing is ever perfect (at work or in life).  My experience has shown me that success in-house is more about effective communication (which helps create trust and builds relationships), culture fit, having a solid understanding of your company’s business and what matters to them (which can change, frequently, so you should pivot with them), and being transparent so others can see your integrity - always.  
• More on communication: I had a professor in undergrad who said it doesn’t matter how smart you are, if you cannot find the correct frequency of your audience to communicate, they won’t be able to hear you. I’ve learned that no matter what you want to say, it has to be communicated in a manner your audience finds easy to digest in order to be helpful and effective.  Some folks may want to deep-dive with you and hear every risk scenario, while others just want you to bottom-line it for them.  It may take time (and some trial and error) to figure out everyone’s preferences, but I believe it’s worth the effort. Those who learn how to comfortable switch up their communication style and synthesize their advice and guidance to the correct frequency, in my experience, are the most successful and regarded as invaluable in-house business partners. 
• Early on, I thought it was my responsibility to root out and eliminate all contractual risks. In part, because I knew the “worst-case” scenario all too well - litigating it out in court.  I learned that risk stratification and guidance must be practical in order to be useful, and the worst-case scenarios are simply that (i.e., unlikely to occur).  Legal is not supposed to be the place where “yes goes to die,” so I kindly suggest adjusting your approach (if you are more inclined to say “no”) so that you can more efficiently get to the “acceptable yes” or the “yes, and…” instead. Having a better understanding of your organization’s business helps, as does asking your business partners to share their own concerns about a deal (after all, they are the ones working with the client or vendor day-to-day and have great insight that is likely not visible to Legal). Additionally, documenting clear guidelines so contracting employees can try to mitigate commonly occurring contractual risks can be very useful self-help tools. It is quite satisfying when a new deal hits my desk and the business owner proudly informs me that he already fronted the LOL cap or IP ownership conversation with the other party, per the guidelines. 

What’s your biggest lesson learned in contracts?  

I’ve been fortunate to learn and develop contracting best practices and processes by working for many fantastic companies in and around Chicago, from the perspective of a procurement professional and as in-house counsel. 

Yet, my top lesson learned is a simple one that I’ll bet some readers will smile and nod their heads in agreement with:

“If you think it’s important to the deal or the business relationship (or you are on the fence about it), please include it in your contract.” 

Not very exciting, but a great way to avoid unnecessary contract disputes and tarnished relationships. 

Most of the breach of contract cases I tried early in my career were not about complex issues. Rather, one party just assumed the other party would/should do X, but the contract was silent or too vague on the issue. 

Similarly, many disputes I’ve negotiated settlements for or helped resolve prior to scorched earth status while in-house have arisen under SOWs in the same manner. 

Yes, an SOW is largely a business document, but it is also a contract. Business does move fast, but resolving disputes unfortunately does not.  The point being, it’s always worth taking the time upfront to include the relevant / key business details in the contract or SOW. 

And, if asked for guidance after the business executes the contract, I advise them to get alignment via email (better than nothing) or amendment (better) on any vague or missing details they are concerned about.

If you could share just one practical, real-life contract tip, what would that be?  

Create a checklist for yourself containing the key terms your contracts must have in order to get signed.

Think of it as your personal “cheat sheet” and sanity-check during those times when you are slammed, being pulled in all directions, or your brain is just over it! 

I create these for different types of contracts and refine them over time, as needed.

Are there any simple hacks our readers can use right away to improve their contract drafting and negotiation skills?  

Be proactive and try to utilize the existing knowledge at your company. 

Your contracts repository is full of redlined versions of contracts that you can review at your leisure to get a better sense of how certain issues are negotiated and communicated internally and externally with clients or vendors. 

Another way to improve your negotiation skills fast is to shadow a colleague (contracting professional or attorney) on a negotiation call (with their permission, of course).

Ask for a copy of the last redline so you can follow along during the call. It’s amazing how much you can learn by observing when there is no pressure and you are not in the hot seat! 

Then debrief after with respectful feedback and any questions. 

Observing in this manner certainly helped my confidence and negotiation style when I was starting out. 

And for those, like me, who mentor junior or new colleagues on contracting, I encourage inviting others to your calls so they can learn from you. 

The feedback on what they heard (vs. what I think I said) and how the negotiation went, overall, is valuable info too. 

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?

I was so flattered to be acknowledged by my friend and former colleague, Natalya Northrip, in a previous interview.  

I am happy to have the opportunity to do the same and shout-out two former colleagues that come to mind instantly when I think of key influences on my contracting journey and practice.  

• I worked for Rob Schnitz, Partner at Kabat Chapman & Ozmer LLP, when he was leader of the contracts/transactional legal team at Hyatt Hotels. While I was there for a short time as an independent contractor, Rob encouraged me to take on any contracts I wanted to work on. This was my 2nd in-house role and a foundational learning experience I am continuously grateful for.  Additionally, the contracting process flow Rob had in place, and the collaborative manner in which business and legal worked together, is, to this day, my go-to example of best-in-class contracting processes.  Thank you, Rob!
• Amy Cline, General Counsel at Kodiak Solutions, and I were colleagues on different sides of vendor contracting at HCSC. I worked in procurement and Amy was one of two attorneys from the legal team supporting vendor contracting. We worked together often negotiating various contracts and in ad hoc working groups updating the firm’s contract templates. Amy is an outstanding negotiator and her legal acuity is unmatched – a live negotiation call was like a masterclass in graceful, direct communication and effective advocacy. She was also generous with her knowledge and freely shared the “why” behind her rationale to push for certain key terms. Thank you, Amy!  Working with you positively influenced many aspects of my contracting practice, including drafting better templates and enhancing my negotiation style and technique. 

Thank you very much, Angela!

Want to learn more about how other experienced lawyers and professionals excel at contracts in the real world? Check out these interviews.