Is It You, or Is It the System?

Abstract

There is a moment, familiar to most in-house counsel, when a deal that seemed well-structured begins to fracture in execution. The terms were carefully reviewed, they were mutually agreed, and the contract was signed. And yet here you are, being alerted to a dispute that the document was supposed to prevent, reviewing a scope that was supposed to be fixed, and wondering how a carefully drafted instrument has delivered so little of what it promised. And there is a quieter frustration beneath it: from the moment it was signed, the contract went silent, filed away where it could answer no one, surfacing again only now, when it has already failed.