My wife and I just got back from a business trip in Copenhagen, followed by a wonderful vacation in England and France with close friends. It gave me an idea for an analogy to use with my students: Contract drafting is like planning a group trip with people whom you might not know. As a rough rule of thumb, for each of the items listed below, contract drafters should consider the 5W+H factors — Who, What, When, Where, Why, and How — and “Plan B” for each of the following:
- Resources that might be needed at various points along the way (in our case, plane- and bus tickets; hotel reservations; walking shoes; local currencies; etc.) and who will provide them;
- People with whom you might have to deal, such as:
- government officials (in our case, passport-control officials);
- service providers (hotel clerks);
- financiers (ATMs and currency exchanges);
- competitors (the crowds who wanted to get into the Louvre);
- hostiles (someday I might write about my encounter with a pickpocket, who didn’t get quite what he’d expected);
- each other;
- Problems that could arise with resources or with people — for travelers, that could be car breakdowns; canceled flights; lost luggage; bad weather; disagreements about what to see and do next; etc.;
- Extra time and money to budget as a safety margin.
Contract drafters can help their clients systematically think through these issues and figure out how to deal with them. That can be a big help in achieving a successful business result.