Hear ye, hear ye.

This is the official gathering place for the airing of grievances by the members of the Contract Standards Club.  We gather every Monday in the comments of Laura Frederick's weekly LinkedIn post, where we grieve these truths together.

Let it be known that these grievances are our sacred truths etched into the shared experience of all who labor in the realm of contracts. Each grievance stands as testimony to the burden we bear. We are not the keepers of your chaos, nor the guardians of your wishful thinking. This is not our circus, nor are these our monkeys. We are the scribes of reason, the defenders of clarity, and the eternal eye-rollers of impossible demands.

With this recitation, the Contract Standards Club does hereby acknowledge and validate the shared suffering of its members. May these words lighten your burdens and strengthen your resolve. With this recitation, we also honor and recognize our hero and inspiration, Melani Sanders, Founder of the We Do Not Care Club.

Airing of Grievances, Nos. 1 to 100

1. We are not impressed by claims that AI is coming for all of our jobs. AI can have them. We will figure out something else. We are smart.
2. We are indifferent to you using use AI to help you draft contract edits. Just make sense and write in proper sentences in the version you send to me.
3. We are not responsible for you preferring to lock your redlined changes to save you having to check it. We will not review the contract until you unlock it.
4. We are not responsible for your need for me to review this agreement in the next hour despite you receiving the vendor comments three weeks ago. That's on you.
5. We are not responsible for you wanting us to review 162 contracts each week. We will do our best and that's it.
6. We are not responsible for one of the senior directors telling you that you can sign contracts. If it isn't in the contract signature policy, you can't.
7. We are indifferent about your personal philosophy is about NDAs. It is company policy to have one before starting discussions whether you agree with that policy or not.
8. We are not responsible for your only justification for your contract edit being that it's policy. We sometimes have trouble coming up with arguments to justify our own company's silly edits. We get it.
9. We are not responsible for the contract's exhibits being long. If it is your project, you still have to read them and tell us if they are ok.
10. We are nor responsible for people who say that there is no such thing as a contracts community. That's what we call ourselves and we can decide that.
11. We are not responsible for your company’s policy not to accept any redlines. We do not sign contracts as is without negotiating them.
12. We are not responsible for you leaving for vacation tomorrow. If you need 10 contracts before you leave, you should have submitted them a long time ago. Your procrastination is not my emergency.
13. We are not impressed that you work(ed) for a Big4. It does not make you any more or any less experienced and knowledgeable than those of us in the trenches.
14. We are not responsible for your legal team being backlogged and requesting only “must-have” edits. We are backlogged too. We are still dedicated to a fair negotiation.
15. We are not responsible for your subcontractor needing to be under contract today. You should have made that request 6 months ago when your project started. Get in line.
16. We are not responsible for you redlining without providing a rationale. We will wait for you to provide one.
17. It's not our problem that you want to add "subject to Sections X" for what seems like every one of your obligations. This is a contract. All the obligations are in one document and their enforcement depends on other things in the contract. That's how contracts work.
18. We are not responsible for your failure to fill out the paperwork properly and your choice to attach generic templates instead. Your demands for specialized design and insurance mean our subcontractors have to do 87 things differently than needed for a standard job, and that costs money.
19. We are not impressed by you writing “Rejected” in your comments column on our departure schedule. We know you will do a deal with us for reasons that have nothing to do with the departure and we are just going to keep giving logic-based reasons you can accept our departure.
20. We are not responsible for you not reading contracts before you sign them because you assume they are all normal and much like others in your sector.
21. It's not our problem that you agreed to pricing and milestones that are totally outside of the acceptable scope for the company so that you can meet your sales quota. We work for the company. Talk to the CFO.
22. It's not our problem that law firms give you a clean Word doc and pdf redlines. We are in-house and we don’t do that.
23. It's not our problem that the contract was supposed to be signed yesterday. if it came to our desk today, it will be signed after it has been thoroughly reviewed.
24. It's not our problem that you want us to “just do a quick look.” There is no such thing. Reading contracts is slow. That’s the point.
25. It's not our problem that you sent an email saying it is “high priority.” That’s not how priorities work. Get in line or go through the process of getting it classified as high priority.
26. It's not our problem that you say this is “industry standard” or “standard” or “industry." We also know that’s not true, and it’s just a lazy excuse.
27. It's not our problem that someone is "offended” by a redline. Feelings are not enforceable clauses.
28. It's not our problem that you are going against my advice. We can't stop you but we will sure as heck provide this email to management when things go south.
29. It's not our problem that you “forget” to turn on track changes before making your amendments. We will simply run both versions through the compare tool and then shame you by pointing it out in our next conference call.
30. It's not our problem that you asked us to negotiate against ourselves. We won't.
31. It is not our problem that none of your other vendors have ever suggested this language. We are suggesting it and would like you to review it on its merits.
32. We do not care that it’s “just a small contract.” Small contracts can cause big messes.
33. We are not responsible for your company's policy that you will not provide us with a editable word version of your agreement and/or your refusal to provide us with only a PDF version of your redlines.
34. It’s not our problem that you believe your position is “the fair market position." Fair market positions are not defined by your opinion.
35. It’s not our problem that you believe your position is “the fair market position." Fair market positions are not defined by your opinion.
36. We do not care if you feel very proud of your big beautiful 50+ page template. It's ridiculously long and mostly irrelevant.
37. We do not care if the other side says they “never negotiate this.” That must have been nice. We’re negotiating it anyway. (This one really gets to me)
38. It's not our problem that you want us to have the agreement signed by three members of the C-Suite because it's your policy. No, they're busy. And by the way, it's our policy to have our contracts signed by our company mascot, can you please have the contract signed by yours?
39. Being asked to “just review the contract” when the commercial team hasn’t even opened it.
40. We are not impressed by the law school you went to! We can about the quality of your work here and now! I've gotten the "well I went to XYZ law school and know better how to do this" all too often
41. It's not our problem that you don't understand how contracts work or the economics behind them. Your lack of commercial awareness does not make our negotiated positions unreasonable.
42. It's not our problem that these are your standard terms. They still make no sense.
43. "It's not our problem that you took four weeks to review the revised draft we sent you. We will not drop everything we are working on to turn around the extensive revisions you sent us in 48 hours as you requested.
44. It's not our problem that someone else at my law firm agreed to it on another deal. It wasn't me or this deal.
45. It's not our problem that your creation of a paragraph containing six different cross-references, most of them containing their own cross references, garnered several simplifying redlines.
46. It's not our problem that you've always done it this way. If that way is legally risky, it stops today.
47. It's not our problem that you have no intention of doing the outlandish thing that you've inserted the right to do in your edits. If you don't intend on doing it, remove it from the contract.
48. It's not our problem that you do not accept vendor edits,. We are going to give them anyway especially when you have spelling mistakes in your contract including the name of the parties.It's not our problem that you feel important throwing around legal phrasing like "notwithstanding the foregoing." You still must use such phrasing correctly, or we will remove it.
49. It's not our problem that you want us to agree to something extreme, arguing, “Don’t worry, that never happens.” That’s exactly the thing that happens first.
50. It’s not our problem that refunding my payment as the remedy for your possible breach may create a revenue recognition issue. Just change your behavior so that the breach is less likely, or talk to your accounting department and reserve as required.
51. It's not our problem that you are an expert in using styles in Word and have heavily formatted the contract that way. We do not use styles. We will make edits as we always do. If you want to update the formatting to keep the styles for our edits, be our guest.
52. It's not our problem that you clicked "I agree" on a link agreeing to all the terms without reading the entire document. You signed the contract.
53. It's not our problem that you prefer will over shall or vice versa. We are using our template for this transaction. If you search and replace each use with your preferred word, we will change them all back, and then set up a conference call that requires both of our teams to discuss and decide each one.
54. It's not our problem that you think your contract is the most important in the whole company. It's not.
55. It's not our problem you only want the agreement to be 10 pages. It will be as long as it needs to be to protect the people and the deal. I’m not risking my license, or my sleep, for your page count preferences.
56. It’s not my problem you want me to agree to implement unreasonable security and compliance terms that you don’t implement yourself and don’t know the source of the requirement. No, that is not in a regulation either.
57. It's not our problem that you think “it will never come up.” The day it comes up, you will care very much.
58. It's not our problem that you randomly add "unless the context otherwise requires" to your contract's definitions. No. Just no.
59. t’s not our problem that you will need to “go up the chain” to get an exception to approve our reasonable ask. You just have to do your job, and then let your managers do theirs.
60. It's not my problem that you think the new regulations do not apply to you or your company. Nobody is above the law. Either you comply or we say goodbye.
61. It's not our problem that you’ve “never seen this before.” That’s not a legal argument. That’s a personal anecdote, and not a persuasive one.
62. It's not our problem that the new law is silly. It still applies.
63. It's not our problem that you like to add an indemnity to what seems like every indemnity in the agreement. There's a reason we have an indemnity section, with all the details about scope, exceptions, notice, and remedies. Use it.
64. It is not our problem that “everyone else has signed this version.” This version is lacking several key concepts that will cost of client time and money later if not addressed today. We are not signing without review.
65. It's not our problem that you want us to abide by a conversation had before the contract was signed but that is not in the document. That's not how this works. Ask for an amendment or go away.
66. It's not our problem that you don't seem to understand that I'm the lawyer, not a project manager. I will ask you to review schedules, and I expect you to do so and ask me for help drafting, not the other way around.
67. It's not our problem that you've never been asked for this change before. There’s a first time for everything.
68. It's not our problem that the email you sent us with a contract attached and deadline for signature said only the word "Thoughts?" We do have thoughts but they aren't appropriate to share in a work setting. If you want us to work on the contract, you need to provide more information.
69. It's not our problem that you want to pre-negotiate a contract for a product for which you have neither the budget nor the approval to purchase. We'll review it when you do.
70. It's not our problem that you didn't include all of the incorporated documents with the contract. If you want us to review the contract, you have to provide us with ALL the parts of the contract.
71. It's not our problem that you want us to fix the terrible contract you have because you hired an inexperienced outside counsel to prepare it. That's not our job. Hire a better lawyer.
72. It's not our problem that the way I edited the provision is not how you do things. That's the whole point of this negotiation. We need changes to how you do things for this deal to happen.
73. It's not our problem that you cc'd everyone in the company, including my manager, on your contract review request. That doesn't make it go faster. It just pisses us off. We'll review it in due course.
74. It’s not our problem that you refuse our commercially reasonable limitation of liability because it exceeds your current insurance policy limit. The fact that you are underinsured does not make our request for appropriate protection any less reasonable.
75. It's not our problem that you prefer the way you wrote something. We won't agree to your wording because we prioritize substance and clarity.
76. It's not our problem that your only response to our requested edit is to say "I disagree." Well, we disagree with your disagreement, so we win.
77. It's not our problem that the vendor RFPs for your team take a long time. It wouldn't if you and the stakeholders did your vendor scoring on time and made yourselves available for supplier presentations.
78. It's not our problem that this is language was in the last contract we had together. Times change, and there’s a reason contracts don’t last forever.
79. It's not our problem that our dogs could have written a clearer SOW, nor are we responsible for cleaning it up. Get your sh*t together and describe what's actually required.
80. It's not our problem that you think that we don't need to include a provision because "no one is going to do that." If we both agree that no one is permitted to do that, let's say it in writing and move on.
81. It's not our problem that you thought Legal's review of your proposed vendor's contract would be simple and quick because it's one page. That one page incorporates 5 linked documents, each of which is between 10 to 50 pages long, many of which include links to other documents, some of which contradict each other. (Hello, where is the order of precedence clause?). Plus your vendor documents say it can replace all of these documents at any time. Do you want to explain to your VP why you think this is ok as is or would you like me to do my job?
82. It's not our problem that you don't want us to edit your template because everyone agrees to it. If everyone did agree to it, we wouldn’t still be here arguing about it.
83. It's not our problem that you are name-dropping a Fortune 500 company that signed your template MSA without negotiating. That company isn't our client, and your other customers' risk tolerances are irrelevant to us. And by the way, your MSA template you say they signed explicitly states that neither party can disclose the terms or existence of the contract, so it's shocking you are telling us about that company's contract as a negotiating point.
84. It's not our problem that you can't seem to make a decision on the simplest points. Stop waffling on everything, show some decisiveness, and let's close out the negotiations so we can both sign.
85. It's not our problem that we've reached an impasse because the deal negotiation lead on the other side doesn't understand basic contract law concepts.
86. It is not our problem that you are so entirely lacking in interpersonal skills and professional courtesy that you have lunch delivered at 11:30 am during our day-long negotiation session but you won't let us take a break from the discussions until 2:30 pm.
87. It's not our problem that the spend value doesn't justify your outside counsel's engagement. The problematic contract provisions don't justify our signing it.
88. "It's not our problem that you want the company to agree to this language because you ran it by your friend who’s a lawyer. Unless your friend is hired by our company to advise on this matter, I don't really care what they think. Negotiating commercial contracts is not a group project.
89. It's not our problem that you wrote “Rejected” in your comments regarding our redlined changes. We are just going to keep giving logic based reasons you provide a reason or accept the change.
90. We do not care that your ample research has found an obscure statute or case that could apply to our situation. This is a negotiation. We are being clear and transparent about our requirements. We welcome your inputs about what it would take to make this work, and ultimately, your client is free to walk away if our offer doesn't match his needs. But ultimately, if you can't propose an edit or offer us an alternative, your research is of no value to us.
91. It's not our problem that my client wants to change a provision that wasn't changed in a past contract edit or negotiation. Maybe it was fine in that circumstance. Maybe the client made a mistake. What matters is it is not ok in this contract today.
92. It's not our problem that you don't use an electronic signature platform. We don't care if you choose to use smoke signals, faxes, or the Pony Express to get your signatures. We'll handle our signatures our way. Please leave me out of your signature drama.
93. It’s not our problem that your suggestion of “splitting the baby” is unacceptable to our client. Sharing the risk is not always the equitable solution, and invoking that phrase does not make you wise. And FYI, the whole point of that story is that Solomon never actually intended to split the baby!
94. It's not our problem that you want us to just accept all your edits and move forward to signature because the deal is urgent. That's now how this works. We'll review and let you know.
95. It's not our problem that your team's contract lead quit. Your team, not Legal, is still responsible for the business tasks that need to be completed for this deal. No, we won't do them for you.
96. It’s not our problem that you used an AI contract tool that created a bunch of redlined nonsense and now you want us to fix the wording to make sense. You aren't our client. Hire a lawyer or fix it yourself.
97. It's not our problem that your product license expired a week ago. We WILL review the terms for renewal to be sure they are acceptable. Next time, manage your renewal dates and get an extension.
98. It's not our problem that you don't want to read the redlines yourself. It will just take longer to close the deal and delay you from getting your commission.
99. It’s not our problem that the document seems to take too long to get to signature because your team refuses to provide us with background on the deal or read any of the drafts. You want the deal done? Do your work.
100. It’s not our problem that the business team promised contract terms to the other side without consulting Legal. We don't tell them how to structure their commissions and they don't tell us what review needs to happen before a contract moves forward.