(Author) Associate:

How to handle push back from internal client? When to just “let it go”? I'm new to in-house and a client is choosing a contract with severe penalties and restrictions of terminations (for a vendor) over the one the legal team suggested. The business reason given did not make sense to me at all. Do I push back more or let the client sign this insane contract?

Legal Counsel Responses:

• Your job is to advise, not dictate, unless the decisions being made are absolutely undeniable. Make them aware of the repercussions and then let them live with them if they choose to ignore your guidance. But don't be afraid to raise your concerns up the chain on your side and request that the same be done on their side. Sometimes people's managers will realize the dumb thing their report is trying to do and help them see reason.
• CYA with emails memorializing your recommendation and the client’s course of action with the potential consequences. Ending the email that you are proceeding with what the client had decided etc.
• Advise and document. They will learn or not.
  
  • Usually not … 🫣🤣
• Depends how senior you and your colleague are, and how bad the consequences might be. I don’t let a junior person do something crazy because he or she is okay with the risk. If the CEO wants to do something nuts, I tell him or her that it’s a bad idea but it would generally end there. It would have to be criminal or existential to go higher.
• Does your company have a delegation of authority as to what level in the department can approve what concession? If you are concerned about really bad terms in a vendor contract, I would outline the risk for the department head and let he/she make the decision to move forward anyway. (And, I would document that approval!).
• Similar to other responses, I recommend escalating. If someone with a title less than VP is pushing for something I think carries a lot of risk, I pull in the VP or, at the very least, ask the person I’m working with to confirm they have VP buy-in. Another strategy I use when the business is taking a approach I find strange is to phrase the issue as a question I know they will struggle to answer: “So, we’re okay with them being able to terminate us for no reason upon little notice and we’ll be able to find a new vendor in 14 days?”. Things like that help. 
• All of my ideas have been said, but I wanted to add that sometimes I'll suggest language in the middle and give reasoning as to why the vendor's language could cause issues down the road. The client usually won't care, but if the vendor insists on their language then I find that clients will back down because they just want it signed. It's time consuming to provide alternatives and reasoning so pick your battles. All you can do is advise and document the concessions made.

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