Contract Negotiation in the Clinic

May 3, 2012

It can sometimes be difficult for law students to get a sense of the kinds of sophisticated work their colleagues in the clinics are doing on a day-to-day basis.  Below is the account from Irene Paik '12 on a contract negotiation she conducted along with Jeremy Press '12, on behalf of their client in the Housing Initiative Clinic.  The contract involved a half million dollar rehabilitation of a multi-family building for seniors, and the lawyer on the other side of the negotiation was a partner in a construction law and litigation boutique in Chicago with nearly thirty years of experience.

Irene writes,

Through participation in the Housing Initiative Clinic, I have had the rare opportunity to experience first-hand contract negotiation. 

Before this experience, I did not realize the extent to which lawyers have to be familiar with the legal documents, the organization they are representing, and any relevant laws. My idea of a contract negotiation went like this: lawyers from opposing sides getting together in a large conference room, bargaining over a few substantial terms, and closing the deal within a day.

My experience negotiating contracts, however, has led me to realize that a deal does not come together in a day. For example, one particularly large deal Jeremy and I were involved in took several months to negotiate. Before any negotiation took place, however, we spent hours upon hours reading through the contracts, researching the law, and thinking about how each of the terms would impact the client. After this, we compiled a memo of the terms of the contract that were concerning and made recommendations to the client. Through several conference calls and email exchanges, we were able to come to an agreement about the changes we wished to pursue and answer the client’s questions. We strategized about which terms we would push back on and which terms we would concede on so as to bargain effectively. Once we reached the bargaining table, I found that the course the negotiations took depended largely on the relative bargaining power and the personality of the opposing attorney or party. In one of our negotiations, the construction contract the opposing party gave us was one-sided, leading us to take a firm stance about starting with the industry standard terms. The opposing party eventually agreed. Once this major issue was resolved, because both parties were motivated to close the deal, the rest of the negotiations went smoothly. It took several weeks to negotiate the details of the contract, but we ended up with a final agreement that was balanced and fair. 

These types of opportunities through the Housing Initiative Clinic have confirmed my desire to do transactional work and negotiate contracts as a practicing attorney.