The best books for developing strategic business contracts

In contracting, lawyers are often the heavies that swoop in at the end of the negotiation with risk-averse and protective conditions that can delay or derail a strategic business relationship. This book is the top pick on my list because Kim Wright advocates for organizations (and lawyers themselves!) to make the shift to a holistic, problem-solving approach. I am a strong believer in a kinder, gentler legal involvement at the beginning of the negotiation designed to help contracting parties solve problems and issues jointly. Wright eloquently makes her case on why the shift is needed. After you read this book you too will see the need for the shift of focus away from traditional contracting paradigms.

Taken in tandem with Lawyers as Peacemakers, Wright’s books chart a much-needed approach to legal’s involvement in contracting. She advocates for Integrative Law, which puts lawyers at the table with the other negotiators as a contract is developed. This is important because often lawyers come late to the party or with contractual guardrails and Ts and Cs that should have been addressed at the start of (and during) the negotiation. When lawyers are not integrated as changemakers to support the business, you will likely find yourself in a series of back and forth red-line hell that causes frustration and deteriorates trust with your business partner. I challenge you to take Wright’s sage advice to rethink how lawyers can be changemakers. 

Kahneman’s research on cognitive biases has won a Nobel prize. But how does it relate to contracting and why should you care? Thinking, Fast and Slow highlights the many cognitive biases humans suffer from and why it is important to consciously try to not fall into the traps our brains trick us in. One of the cognitive biases is that people think they are good planners, but no matter how good they are ill-equipped to make good plans because of a variety of reasons such as incomplete information and unbounded rationality. You will be a better person and decision maker if you slow down to read through Thinking, Fast and Slow. And this combination will certainly help you write better contracts. 

This book puts the concept of ethics in negotiations front and center. It is a must-read because ethics in negotiation are essential not only for getting to the contract – but how you will address the business decisions long after the parties come to a formal contract. For me, an ethical framework is a crucial foundation for any business and for contracting. In fact, they are so essential our research at the University of Tennessee advocates contracting parties create a Statement of Intent that formally embeds a commitment to six guiding principles that combined, help contracting parties make more ethical decisions. If you ever wondered what is fair in negotiations, pick up this book; or if you scratched your head when you thought something was not fair, pick up this book. Either way, the insights will help you develop better contracts. 

Ian Macneil is regarded as the father of relational contracting. His early work in the 1960s on relational contracting turned conventional views about contracts upside down with his ideas about business cooperation and collaboration. This unique book brings together essays from some of the world’s leading authorities on relational contracting honoring the pioneering work of Macneil. The essays provide insight and inspiration about relational contracting, suggesting Macneil’s pioneering foundational work on relational contracting is even more relevant today than ever. In the book’s foreword, Stewart Macaulay, another giant of relational contract theory, says, “People should not attempt to write about contracts until they have studied Ian Macneil.” I agree!