Managing Multiple Negotiations: Low-Cost Way to Organize Deal Flow

For most in-house attorneys, one of their key responsibilities is contract negotiation, drafting, and review. There could be any number of contracts that get tossed on the desk of an in-house attorney. In my situation, I see a lot of real estate agreements and vendor contracts. If there is no method of organizing and cataloguing each contract, it can become very difficult to manage.

One of the best ways I have found to manage multiple contract negotiations is through a "scorecard" and "spreadsheet system." The scorecard is what I use to score each contract I am negotiating. It helps to cleanly delineate between clauses that are favorable or unfavorable and to ultimately assign an overall score. When revisions are flying back and forth between myself and an opposing counsel, I find it helpful to have a guide of what clauses I need to pushback on and which ones I can forgo to reach a desired outcome. One of the worst things that can happen during a contract negotiation is getting bogged down in "non-crucial" language. A scorecard can also help predict future risk. For example, a mutual indemnity clause may limit future exposure whereas the absence of one may increase risk exposure.

In addition to maintaining scorecards for individual contract negotiations, it is important to organize all simultaneous negotiations occurring in other deals. The most cost-effective way to accomplish this is to create a spreadsheet that tracks what stage of the process each deal is in currently. It depends on what type of contracts are being negotiated but in real estate deals I prefer to break it down in 5 key stages:

1. Preparation

2. Engagement

3. Negotiation

4. Drafting

5. Execution

Each of these stages can be broken down into more specific elements depending on the topic but it serves as a baseline framework in my opinion. A young in-house counsel needs to have cost-effective tools to organize the myriad of contracts sent their way. There are lots of tools and software out there that can do amazing things with contract organization; however, there is a cost associated with those tools. In my experience, scorecards and excel have been the most helpful tools in helping me manage contract negotiations in an efficient and cost-effective manner.