Private Law Theory

ABSTRACT
Contract management, sometimes referred to as contract administration, refers to the processes and procedures that companies may implement to manage the negotiation, execution, performance, modification, and termination of contracts with various parties including customers, vendors, distributors, contractors, and employees. While businesspeople often dismiss contract preparation as ‘lawyer’s work’ that has little or nothing to do with the important aspects of the working relationship between the contractual parties, contracting is one of the crucial activities in determining the success of any business arrangement. While the essential steps in the contracting process will vary depending on the type and scope of the transaction, and the point at which counsel is brought into the discussions, contract formation and management typically involves investigation of the business and legal background for the particular transaction and determination of the role that counsel is expected to play in the contracting process; identification of the contracts and related documents required to complete the transaction and establishment of a time and responsibility schedule for drafting, review, discussion, revision and completion of all of the required items; review and evaluation of the related contracts and existing obligations of the company that might be impacted by the specific contract currently under discussion; collection and review of information regarding the business and legal affairs of the other party to the proposed transaction; preparation of the initial draft of each of the required contracts and related documents or, in cases where the opposite party is responsible for drafting, review of the initial draft of such items prepared by the opposite party; discussion of necessary changes in the initial drafts, negotiation of the same and preparation of the final drafts of the contracts and related documents for signature; preparation for, and completion of, the closing of the transaction at which time all contracts and related documents are executed and exchanged and any required performance at the closing (eg, cash payments) is completed; and, not unimportantly, ongoing review of the performance of each of the parties under the terms of the contract, at least in those cases where the contract is long-term and calls for continuous performance over an extended period of time.

Gutterman, Alan, Contract Management (July 27, 2023).