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Share Your Grievances With the Contract Standards Club

Because we are not responsible for your unrealistic expectations and not impressed by your irrelevant arguments.

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.

These grievances are shared each week in the How to Contract Newsletter.

  1. It's not our problem that we keep hearing AI is coming for all of our jobs. AI can have them. We will figure out something else. We are smart.
  2. It's not our problem that you decide to use use AI to help you draft contract edits. We don't care. Just make sense and write in proper sentences in the version you send to me.
  3. It's not our problem 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. It's not our problem 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. It's not our problem for you wanting us to review 162 contracts each week. We will do our best and that's it.
  6. It's not our problem that one of the senior directors told you that you can sign contracts. If it isn't in the contract signature policy, you can't
  7. It's not our problem what 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. It's not our problem that 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. It's not our problem that the contract's exhibits are long. If it is your project, you still have to read them and tell us if they are ok.
  10. It's not our problem that people say that there is no such thing as a contracts community. That's what we call ourselves and we can decide that.
  11. It's not our problem that your company’s policy is not to accept any redlines. We do not sign contracts as is without negotiating them.
  12. It's not our problem that you are leaving for vacation tomorrow. If you needed 10 contracts before you left, you should have submitted them a long time ago. Your procrastination is not my emergency.
  13. It's not our problem that you brag about having worked for a Big4. It does not make you any more or any less experienced and knowledgeable than those of us in the trenches.
  14. It's not our problem that your legal team is backlogged and requesting only “must-have” edits. We are backlogged too. We are still dedicated to a fair negotiation.
  15. It's not our problem that your subcontractor needs to be under contract today. You should have made that request 6 months ago when your project started. Get in line.
  16. It's not our problem that you added redlines without providing a rationale. We will wait for you to provide one.
  17. It's not our problem that you chose to not fill out the paperwork properly and instead attached your generic templates. We are not responsible for the fact that your demands to include specialized design and insurance mean our subcontractors have to do 87 things differently than needed for a standard job, and that costs money.
  18. It's not our problem that you wrote “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.
  19. It's not our problem that you don't read your contracts before you sign them because you assume they are all normal and much like others in your sector.
  20. 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.
  21. It's not our problem that that law firms give you a clean Word doc and pdf redlines. We are in-house and we don’t do that.
  22. It's not our problem that this contract was supposed to be signed yesterday. if it came to our desk today, it will be signed after it has been thoroughly reviewed.
  23. 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.
  24. 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.
  25. It's not our problem that you claim this is “industry standard” or “standard” or “industry." We also know that’s not true, and it’s just a lazy excuse.
  26. It's not our problem that someone is "offended” by a redline. Feelings are not enforceable clauses.
  27. It's not our problem that you chose to go against our advice. We can't stop you but we sure as heck will provide this email to management when things go south.
  28. It's not our problem that you “forgot” 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.
  29. It's not our problems that you want us to negotiate against ourselves. We won't.
  30. It’s not our problem that none of your other vendors have suggested this language. We are suggesting it, and you need to address it on its merits.
  31. It’s not our problem that you think a “small contract” doesn’t matter. Small contracts can create very big messes.
  32. It’s not our problem that your company’s “no redline” policy means you'll only share locked PDFs. We are not going to review it until you send a workable Word version.  
  33. It’s not our problem that you believe your position is “the fair market position." Fair market positions are not defined by your opinion.
  34. It’s not our problem that you think we should agree to your language because you’ve “been doing this a long time.” We’ve been doing it longer and the length of your career does not determine the quality of your reasoning.
  35. It’s not our problem that you’re so proud of your 50+ page template. It’s bloated, mostly irrelevant, and unnecessarily long.
  36. It’s not our problem that you claim no one ever negotiates this provision. That must have been nice for you. We’re negotiating it anyway.
  37. It’s not our problem that you require three C-Suite signatures because it’s your policy. Our executives are busy and we don't do that. By the way, our policy requires mascots sign all contracts. Please have yours sign as well.
  38. It’s not our problem that you want us to “just review the contract” even though your direct report hasn’t even looked at it. We need them to review and provide us with some background on the deal first.
  39. It’s not our problem that you want to brag about where you went to law school. We are not impressed.
  40. 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.
  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.
  49. 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.
  50. 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.
  51. It’s not our problem that refunding my payment as the remedy for your breach may create a revenue recognition issue. Either fix your behavior so the breach is less likely or talk to your accounting department and reserve as needed.
  52. It’s not our problem that you are an expert in Word's styles and extensively formatted the contract that way. We don’t use styles. We’ll edit as we always do. If you want to reformat my edits to preserve styles, that’s on you.
  53. It’s not our problem that you clicked “I agree” without reading the full document. You signed the contract.
  54. It’s not our problem that you prefer will over shall or the other way around. We’re using our template. If you search and replace every instance with your preferred word, we’ll change them back, then schedule a conference call so our respective legal and business teams can debate each one.
  55. It’s not our problem that you think your contract is the most important in the company. It’s not.
  56. It’s not our problem that you want the agreement capped at 10 pages. It will be as long as needed to protect the people and the deal. I won’t risk my client, my law license, or my sleep for your page count preference.
  57. It’s not our problem that you want me to accept unreasonable security and compliance terms that are virtually impossible to implement. And no, they’re not required by any regulation.
  58. It’s not our problem that you think “it will never come up.” The day it does, it will be your problem.
  59. It’s not our problem that you chose to randomly add “unless the context otherwise requires” to definitions. No. Just no.
  60. It’s not our problem that you have to “go up the chain” to approve our reasonable ask. Do your job and let your managers do theirs. We'll wait.
  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.

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