DOES YOUR ORGANIZATION SUFFER FROM LEGACY DOCUMENTS?

Just as there are challenges dealing with “legacy” employees, there are stubbornly entrenched “legacy” documents in every organization. We have all heard and shudder at the phrase “It’s always been like this”, yet this phrase is alive and well in virtually every organization. Some of that thinking even creeps into the boilerplate, but most of it is found in scope documents. It is very common for me to ask my clients’ purchasing and project professionals why certain language, codes or standards are referenced in their documents. Many times, no one has read this language or is even familiar with the requirements of the codes or standards referenced (often as abbreviations without any dates). Meaningless language and needless requirements get tacked on to these documents over the years and no one has the courage to ask “why” or heaven forbid, to prune away the outdated or the useless. Meanwhile, suppliers struggle to comply with such documents, and of course charge for the “gold plating” or add a cost to protect themselves from their inherent vagueness, ambiguity, and often over-design. 

Scope documents also tend to have a checkered pedigree. If you ask “what does the scope of work/scope of supply consist of” you will often hear quite a litany of documents. This typically may include vendor proposals, instructions to bidders, email communications, long-used and perhaps out-of-date standards and specifications, meeting minutes, letters of intent and who knows what else. No good can come from the wholesale incorporation of this “bum’s stew” of documents into contracts. At best, it will result in ambiguity, the dreaded hobgoblin of all contracts. At worst, it will result in liability and unacceptable assumptions of risk. In addition, it is not unusual for vendor proposals to include all sorts of “poison pills” consisting of “clarifications”, “assumptions”, “exceptions”, and even the wholesale incorporation by reference of the vendor’s commercial terms and conditions. Invest the time to get your contract documents right. It will pay huge dividends later in the transaction.

X. Paul Humbert, Esq. has over twenty years of legal experience in negotiating and structuring complex commercial transactions of all types. Mr. Humbert heads The Humbert Group (“THG”), specializing in assisting management professionals in all phases of execution and process improvement. In addition to full-time consulting for both public and private clients, Paul lecturers at Rutgers University where he teaches Contract Management to MBA candidates. 

Paul’s books include: Contract and Risk Management for Supply Chain Management Professionals: Addresses how to enter into and manage contracts to maximum advantage while controlling and minimizing commercial and execution risks. This book is being used by three universities as a course text. Model Contract Terms and Conditions with Annotations and Case Summaries: Provides model contract language with annotated explanations and suggestions, together with summaries of actual litigated cases. Playbook for Managing Supply Chain Transactions with Desktop Tools, References and Sample Forms: Explains a well-defined methodology for entering into and managing supply chain transactions. How to Analyze and Negotiate Warranties for Goods and Services: A Primer For Lawyers And Non-Lawyers Alike: Learn how to analyze, structure, negotiate and manage warranties, while avoiding the pitfalls. This book has been widely acclaimed by both academics and practitioners. What CFOs (And Future CFOs) Need to Know About Supply Chain Transactions and How Their Risks Should be Managed: Provides CFOs and future CFOs all they need to know about the challenges and risks of supply chain transactions and how they can best be managed.

Learn more at: https://www.amazon.com/Contract-Management-Supply-Chain-Professionals/dp/0615956718