Page 18 - CCCA61_2013

CCCA_V7No1_Dept-ContractMgmt-FIN_CCCA_V6No4 2/12/13 4:25 PM Page 18 Contract Management There’s no I in team A little trust and communication goes a long way toward efficient collaboration. By Anne-Laure Broeks ontract management should not be message when it comes to C considered corporate counsel’s preroga- your role in the contract tive: it must involve everyone ultimately management process. responsible for managing the commercial activities of a company, specifically the pro- Involve all the players curement and sales departments. First, legal counsel should stick Each player involved in a contract’s life to legal matters. Whenever cycle should know what to do and when to possible, your business people do it. Although it sounds easy, practical should not rely on you to issues can quickly arise: How do you get define their commercial strat- your business people on the same wave- egy. Rather, they should have length as you? How can you make sure clear expectations about the everyone does the job that falls within their contract’s outcomes, or at least perimeters? Here are some keys to efficient provide clear requests so you collaboration in contract management. can determine what is feasible It all starts with a simple fact: contract and how it can be legally management is teamwork. Corporate implemented. the individuals dealing with the project on counsel cannot go it alone. I remember For instance, when dealing with a con- a day-to-day basis can understand and eval- working for a company in the industry tract with a supplier, the business issues uate these issues, and you need this evalua- sector as a young legal counsel and being (prices, specifications, deliveries) should tion to assess the contractual risks and man- struck by that fact when a purchasing remain mainly the prerogative of the pro- age them properly. manager sent me a supply agreement for curement staff. Y our role would be to review without giving me any informa- focus on the legal issues and on the legal Communicate your value tion on the project, the contracting par- impact these business decisions may have. Y our business people should know that ties, or their expectations regarding that That said, whenever the legal department you are available and that it is important to particular contract. is involved in drafting or reviewing con- consult with you. Y ou do not want them Dealing with contracts is complex; they tracts, it should always be kept in the loop to think of the legal department as the commit your company. If something goes regarding the business negotiation process spoilsport, but rather as a valuable partner. wrong, consequences can be dramatic. As in order to provide the necessary warn- This also means giving your business peo- the legal voice of a company, in-house ings and ensure that the contract’s legal ple the ability to identify red flags from the counsel can sometimes be perceived as provisions accurately reflect and protect start so they will know when to seek legal the only expert able to deal with contrac- business decisions. advice. For instance, if you insist on tual questions, but I believe this is a mis- Second, legal counsel gives legal advice including a limitation of liability clause, take. How can you start reviewing a con- based on facts. Reviewing a contract or you should explain — with concrete tract and giving relevant advice when you dealing with a contractual dispute implies examples — what risks the company will do not even know the project’s back- that you have discussed the issues with your take on in the absence of this clause. ground or your company’s hopes and business people in order to understand the Making sure the role of corporate coun- fears regarding this particular contract? scope of the contract and the foreseeable sel is understood and valued is a concern ISTOCKPHOTO.COM This is where corporate counsel’s main consequences in case one of the parties shared by many of our clients. Most of them challenge lies: conveying the right breaches its contractual obligations. Only have found an answer in transparency: they 18 CCCA Canadian Corporate Counsel Association SPRING 2013