"Strive for simplicity and clarity" — How I Contract interview with Brittany Johnson

We have had the great pleasure to interview Brittany Johnson, Director, Corporate Counsel at Starbucks and Bloomberg Law columnist.

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! 

When you're new to an in-house contracts role, what should your first 30-day plan look like?

Well, first, welcome to the in-house world! 

As you’ll quickly learn, it’s different here than in private practice. That means you’ll need to approach the first 30 days differently. 

Here are the top four things I’d do in the first month: 

(1) connect with business and cross-functional stakeholders;
(2) review and critically analyze all existing templates;
(3) learn available legal technology resources;
(4) engage in a deep-dive discussion into the most commonly negotiated issues.

I’m a firm believer that being a successful in-house lawyer starts with forming excellent internal relationships. 

In the first month, you should meet with all business clients that you will support directly.

Use this time to get to know them personally, understand their work and goals, and what, if anything, could make their relationship working with the legal team even better. This conversation could help you uncover gems that will help you as you work with contracts. 

You should also spend time getting to know your counterparts in other support functions like Finance, Public Affairs, Tax, and Risk Management. You’ll likely need to consult with stakeholders in these groups at some point. 

I recommend building those relationships now before you have a heavy contract load and before you need to rely on those teams for support. 

Next, get your hands on any and all existing templates that may be in use. 

Start by reading them, making notes in the margins with any questions, and thinking through how they fit into the broader business engine.

You can start adding value immediately by making suggestions on terms that might need a refresh. 

Is the notice provision outdated?  Is there a particular provision that could be revised for clarity? 

Remember that you bring a fresh set of eyes and a unique set of experiences to the table.  Don’t be afraid to put those to use and make thoughtful suggestions on how to improve existing agreements.  

I personally struggle with learning new legal technology platforms. It takes me a lot of time and practice to master them. My advice is to start engaging with any new legal technology systems early and often so that you’re through the worst of the technology learning curve before the first wave of assignments hits.

Finally, spend some time doing a deep dive into the most commonly negotiated issues with another attorney or a key business stakeholder. 

Try to learn what issues counterparties raise most often and the common responses. Ask what contract provisions are non-negotiable for the business and why. This conversation will give you a good foundation when you start drafting and negotiating agreements.

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

One common mistake I see is approaching negotiations with an overly defensive mindset. 

Here’s what I mean: If you receive a counterparty’s redlines and your approach is simply to reject all revisions and respond with reasons why your organization cannot agree, that’s an overly defensive approach. 

The only way out is for one side to cave. 

This approach can slow down negotiations and leave a bad taste in the counterparty’s mouth even before the business relationship begins.

Instead, I adopt a more flexible approach. 

I try to understand why the counterparty asked for a specific revision. Often, they have a question or concern that is already addressed elsewhere in the agreement or we can offer more information to help address their concern outside of the agreement. 

If the issue is still unresolved, I challenge myself to think about how I can address their concern in a way that’s acceptable to my organization instead of simply rejecting and refusing to budge. Even if you can’t get comfortable with incorporating every piece of the counterparty’s ask, building in what you reasonably can is often enough to move the process forward and keep the relationship on good terms.

There will be times when you are at an impasse and simply cannot agree to incorporate any part of a proposed revision. But, if you adopt a flexible approach above, those instances will be few and far between.

What is the one question you always ask (yourself/others) before drafting a contract?

I always ask “What are we trying to do here?” 

Understanding the purpose of the agreement and the underlying business deal helps define the essential terms that need to be baked into the agreement, the parties’ intentions, the risk level that accompanies the deal, and which other stakeholders should be consulted. 

Understanding and staying centered on the “why” illuminates the path forward.

What are the top five things to hunt for in first contract drafts?

Here are five questions I ask myself when working on a first draft:

1. What is the purpose of the contract?
2. Does the agreement accomplish that purpose?
3. How does the current draft fit into any existing agreements between the parties?
4. Can we administer this agreement within our existing systems and processes or do we need to make adjustments?
5. Are there any other preexisting or underlying issues that we want to resolve in this agreement?

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

Strive for simplicity and clarity. 

When you see a very long sentence with several related concepts strung together, there is room for improvement. 

Unpack those concepts into several shorter sentences or even into their own subsections.

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

Jumping to conclusions. 

When you receive a proposed revision that runs contrary to what was previously discussed, appears to backtrack on negotiated terms, or blatantly conflicts with another part of the agreement, resist the temptation to assume that negative intent is at play. 

Instead of rejecting the proposed revision and firing off a pointed response, consider asking why the counterparty included this information when the issue has already been addressed. 

Often, you’ll find that there was no negative intent involved, it was just a mistake because the counterparty does not know the agreement or the deal terms as well as you do. 

Or, you’ll find that there is some minor point of confusion that can be easily addressed either inside the agreement or via discussion. Resist jumping to conclusions and conserve your mental and emotional energy for the issues that matter most. 

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

Like many lawyers, I started working with contracts without any formal training. 

I learned by receiving a project from a partner, taking a stab at drafting, screwing up, and seeing how the partner redlined my work. It was a slow process and often left me feeling like I’d never get the hang of it.

If I could go back in time, I’d tell myself two things. 

First, I’d assure myself that it will get easier. At some point, you will be asked to draft a contract that’s similar to one you’ve drafted before. You’ll see themes emerge in redline comments. You’ll be able to quickly and creatively respond to proposed revisions. It takes time and reps, but you’ll get there.

Someday, you’ll even be asked for an interview on how you contract!

Second, I’d implore myself to take a more active role in my own learning process. I would encourage myself not to rely on markups from partners as my primary learning method.  I see now that there’s a better way, but it requires taking responsibility for my own success.

I’d give myself a roadmap for how to bootstrap my own contract drafting and negotiation training program. 

I’d suggest reading books like Practical Tips on How to Contract and Contract Redlining Etiquette. 

I’d encourage myself to attend webinars and CLEs aimed at helping me become a better drafter. 

I’d recommend that I follow negotiation pros on LinkedIn and sign up for their newsletters. 

I’d tell myself to search LinkedIn Learning for contract negotiation courses. 

I’d create an index of agreements I’d worked on or reviewed, organized by contract type, forming my own contract clause and template library. 

I’d tackle learning contracts like I do any new challenge I face today–by assembling all available resources and soaking up as much information as I possibly can to improve quickly.

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

It’s all about the relationships. 

Every commercial agreement I work on touches a number of different relationships. 

First, there’s the relationship between both sides’ business parties. 

Second, there’s the relationship between both sides’ legal counsel. 

Then, there’s the relationship between each lawyer and client. 

Next, there are internal relationships on both sides between various cross-functional players. 

Going further, there are relationships between each of these people and their manager or direct reports who have some sort of interest in the contract. It’s a vast web.

Because every contract involves so many relationships, and touches so many individuals, each agreement needs to be approached with care and respect. 

That means taking time to truly listen and understand the purpose of the agreement and the counterparty’s concerns.

It means prioritizing an agreement that might not be the highest value agreement you’ve ever worked on, but it’s one that will make or break your business partner’s quarter. 

It means taking time to think through big-picture consequences and any downstream effects, even when they won’t directly impact your team post-execution. 

These actions help you build trust and strong relationships which, in turn, will make the contract drafting and negotiation process much more smooth and enjoyable.

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?

My boss, David Byers. 

He helped me see that my job as an in-house commercial lawyer isn’t to be a gatekeeper, it’s to serve as a guide. 

He also helped me understand the value of having excellent templates. Drafting templates can be tedious and time-consuming, but they make drafting so much easier and more efficient in the long-run.

David also instilled in me the belief that working on contracts requires continuous improvement. This means our templates and our drafting processes are never perfect and they are never “done.” We’re always making our agreements more concise and updating them to reflect how the business or our processes have changed over time.

Do you think lawyers and professionals need continuous contract training? Why/why not?

Absolutely, continuous training is ideal. 

But, let’s face it, in the in-house environment, training resources and budgets are slim, making formal contract training difficult to come by. 

Given that, I think that it’s important that lawyers invest in their own continuous contract education. It’s easier than ever to do so. There are now books, webinars, CLEs, and vast online resources full of information on how to better draft and negotiate agreements.  

Aside from those resources, there’s also great value in finding someone on your team who can be your second set of eyes and ears when you’re dealing with a sticky contract issue. I often learn the most when I talk through a contract issue with a colleague because I see another perspective and can tap into their knowledge, experience, and resources to resolve the issue.

I also think the need for contract training extends beyond the legal team. 

Business and sales teams that own the relationship with the counterparty can benefit from contract training, too. 

My team spearheaded a “contract negotiation tips and tricks” training program for our business clients. The training arms them with negotiation strategy tips for occasions when they are dealing directly with the counterparty’s business team. It also helps the business team understand why the legal team may be taking a certain position during negotiations and how that position ties into to overall strategy. 

The key is that the training has to be fun and engaging. 

Ours is a series of filmed vignettes, including embarrassing old-timey costumes, silly plotlines, and terrible acting. 

But, the training is beloved and requested every year!

Who should we interview next? Why? 

Paralegals, contract managers, and other legal professionals are the magicians behind the curtain in the in-house world. 

In-house legal departments rely on them as the front-line contract drafters and negotiators. 

I’d love to hear from a seasoned paralegal or contract professional about their tips and tricks and how in-house lawyers can be better partners to them.

Thank you very much, Brittany!