Why a Problem With Contracts

People become lawyers for a good reason – they think deliberately, slowly and statically. I need people running projects who can think dynamically, who can tolerate rapid change in what they are doing. I know it wouldn’t work – I tried with a legal intern – he hated it, because he would spend hours poring over a contract until he knew exactly what it said, and next day the ground rules of what we were doing had changed, so all his work was wasted.

> You say "and next day the ground rules of what we were doing had
> changed, so all his work was wasted". Why? I assume the contract
> still existed, so why does he have to go back and start over?

A contract describes the initial state, the state at signing, the other states that can be reached, and the processes that apply to reach those states. A person who is meticulous (a lawyer) will carefully think themselves into a particular state and have knowledge of the immediate transitions to other states – it is too difficult to encompass all states and all processes in one’s head at once (I mentioned half a million connections to do it completely – there is a whole theory waiting to be discovered about the speed at which people can build connections, and some states are inconsistent with others - requires even more effort to simultaneously hold multiple inconsistent states in your head). On being told there is a new state – the supplier is in breach – the lawyer needs to go back and carefully read what effect that will have. It is not just that it is a large document, which because of the complexity of what it describes cannot be in logical order, but constructions can be subtle, so you need to know what state you are in to be sure of what the particular clause means – the path from "breach" may have gone backwards and forwards in the document until finally it affected a specific clause in a non-intuitive way (you couldn’t have guessed it). This is the difference between the lawyer and the contract manager – the lawyer is meticulous about the legal details, which makes them slow and careful, the contract manager sees the overview (the thrust of the document) but not the legal details, so can change state much more easily, is not troubled by doing so, in fact rather enjoys it, but can make expensive mistakes because of it. For people who are meticulous, reality can be messy and frustrating. The two people think differently – in other terms, you are paying them not to have a shared context, but to be good at their specialties. How do you weld the two together? Understanding the process would be a good start. If you understand the process, you also understand why the tools - searching, contents analysis, text mining - are so inadequate for the purpose.