Introduction

In the hands of the lawyers who traditionally draft contracting documents, the primary goal for contracts is that they be “legal-friendly:” legal formalities should be observed by invoking specialized vocabulary, and legal risks should be allocated

The Authors are grateful to Leila Hamhoum for her editorial assistance.

H. Haapio (*)

Department of Economics and Business Law, University of Vaasa, Vaasa, Finland

Lexpert Ltd, Helsinki, Finland

e-mail: helena.haapio@lexpert.com

T.D. Barton

California Western School of Law, San Diego, CA, USA

e-mail: tdb@cwsl.edu

© Springer International Publishing AG 2017 371

K. Jacob et al. (eds.), Liquid Legal, Management for Professionals,

DOI 10.1007/978-3-319-45868-7_24 clearly between opposing parties. Each lawyer typically seeks to limit liability for his or her client, and to shift business as well as legal risks to the other side.

This chapter describes and urges a different vision: to make contracting “business-friendly.” Business-friendly contracting must ensure that the agreement can be legally enforced; but it should do so using language that is comprehensible to everyone involved in forming and implementing the exchange. Furthermore, business-friendly contracting stresses the value-enhancing possibilities of contract­ing relationships that are collaborative rather than adversarial. Transitioning from legal-friendly to business-friendly contracting can be achieved by practicing long­standing methods of Preventive and Proactive Law (“PPL”), as well as fast­emerging principles of Contract Design. By changing the design as well as the mentality of contracting, legal and business operations can be more strongly linked; hidden value may be revealed; and contracts can become more secure even as those new opportunities are explored.

Section 2 below introduces the evolution of traditional contracting into business­friendly contracting by describing the work of the International Association for Contract and Commercial Management (IACCM). IACCM (2015a) summarizes “10 Pitfalls” which characterize traditional contracting (See also Hughes 2015). Section 3 then describes how these pitfalls can be transformed into business­friendly contracting through PPL and the emerging tools of Contract Design: simplification, visualization, and collaboration. Section 4 offers examples of using these techniques in corporate practice and in related research. Working together, business and legal can co-create business-friendly documents of many sorts: certainly contracts, but also proposals, disclosures, bylaws, policies, and “How We Work” guides. The PPL/Business-Friendly ideas and methods further the joint ends of opportunity and security through stronger clarity, participation, understanding of underlying strategic significance, and collaboration.

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