Tips for Developing Soft Skills with Patrick Barry

Made with speech-to-text software, so a few words may be off.

0:00You're listening to the Contract Heroes Podcast, your one-stop shop for all things contract management. And now here are your hosts, Marc and Pepe. Hello everyone, and welcome to another episode of Contract Heroes, where we're not the heroes, our guests are. Today on the show, we're joined by Patrick Barry. Patrick is the Associate General Counsel over at Emerson Commercial and Residential Solutions. Patrick, thank you so much for, uh, for joining us. And before I flip things over to Pepe, would love to, uh, have you give the listeners just a little bit of, uh, background on yourself. Great, Marc. Thanks for the introduction. Yeah, my name's Patrick Barry. I'm, uh, in-house counsel for Emerson Electric. Commercial Residential Solutions is a subgroup within Emerson. Uh, I've been in-house counsel for them for 12 years and, uh, overall I support, uh, Emerson businesses to help, uh, them negotiate, uh, what I say, what I like to say efficient and well-understood contracts.

0:58Uh, and my goal, overall goal is to be a business partner with them and make sure that they understand what, uh, we're signing up for and trying to work through as efficiently as possible, a well-structured deal, uh, that, uh, we're happy with and our customers or suppliers or vendors understand what we expect of them. Great. So I think we have a lot of things to talk about here. So in some previous episode we've been discussing, of course, a lot on CLM, uh, automation tools, but this is more about soft skills, right? On how you can negotiate better contracts. Uh, we've also discussed a lot about automations, but, you know, like, not all contracts are that simple, right? There are, there are some contracts that can take couple of months, couple of weeks, right? But I think there are some, some skills that I think lawyers would have to, uh, have in mind when they start, uh, negotiating a new deal, especially with where, when we're talking about M&A's contracts or, you know, like the big loans or, uh, you know, like these type of contracts. And, uh, Patrick, so you can...

2:05Uh, I, I, I think the best thing to, uh, kick off with this discussion is just, like, if you can give us a little bit on your experience on this and, and what have you seen on your work on how to make this process as smooth as possible. Yeah, no, I appreciate it. And, uh, actually, that's how I actually found you guys originally. I was just searching the web, but internally I'm always out there trying to look for that extra 1%. What are these things that I can add value to my clients, um, besides just in the contract, but the negotiation, these small tweaks, these soft skills that help us really cut through the matter and get the deal done quicker and more efficiently. Uh, and so that's what I always search out for and what I'm excited to talk about and, uh, you know, think through with you. And as these small, you know, 1% changes you can make when contracting or negotiating or talking to someone that can, you know, change a whole deal and really cut through it. So I have a couple tips. I kind of keep a running list at my desk of things I've tried and either never worked, um, or I've seen maybe used against me that I'm like, "Wow, that other side really used a, a tip or a strategy that, uh, really cut through it all."

3:11Um, especially in this world of more, uh, paperwork, contracts, there's always efficiencies and, uh, you know, putting out better drafted contracts. But I think there's a real science and art as well about, you know, getting down to the meat, um, and cutting through, uh, the bureaucracy to get to what everyone wants, which is arguably a signed contract that, uh, closes the deal on the terms that your client is after. Go ahead, Marc. Sorry. A- and, you know, and Patrick, I was just gonna say, I think one of the, the major things is, uh... and it, and it's something probably that's not specific to, to negotiations, um, just contract negotiations, but just in general, is, you know, trying to find some commonality between the other side and, and your side to, to maybe bond a little bit, to become closer and, and, um, build some repertoire between, in this case, obviously organizations. I, how do you, you know, when it comes to this, what, what are some of the best practices that, that you think others can, can possibly bring to the table? Oh, yeah.

4:07I, I think commonality, it's one of my first suggestions for a soft skill that if lawyers or contract people aren't thinking about this, I totally recommend when you get on that phone call with the other side. At first, I thought it was kind of trite and I had seen some people do this, but salespeople I think are really good at it. And at first I couldn't understand, but I think it really softs, it, it just softens the negotiation, which is trying to find something very simplistic that you both have in common. If it's the weather, it's the school you went to, something you like. It's weird, but that right up front, if you can get in and find a topic that you both automatically agree to or like, it's amazing how some of the anger or frustration can melt away and you can start, you know, getting on a roll of things that you agree to. And I think it's a soft skill if, uh, you're out there and you haven't thought about that. It's a simple add that you can do in your back- next negotiation. And my f- my findings over the years is that small tweak in the beginning can have a tremendous effect, uh, on keeping the conversation Um, in a positive tone as you work through arguably very complicated issues. Right.

5:09I think it will help a lot with, uh, communications, right, with the other side. Because when you talk to somebody just about business, I mean, like, things can get a little bit complicated, right? Because sometimes when negotiation get tough, people will be, of course, on their side of their, of their, of their client or, or on the side of their enterprise they're working on. So I think this is a good way on how to keep things as chill as possible, right? And then just go straight to the business. Yeah. I mean, it, it's just weird how you... If you can get people open up earlier on about a topic, I think it can lead to a lot more productive discussions. Um, and sometimes it's just as simple as looking on their LinkedIn before you get on that phone call with them- Right... to see where did they go to school, what are their hobbies, did they write something about there. I- I'm pretty sure someone will probably eventually pull up this podcast the next time I'm on a phone call with someone and say, "Hey, I saw you were on Contract Heroes.

6:02Um, I thought what you were talking about was really interesting." So hopefully I'm not weaponizing against myself here, but, uh, overall I, I really think that's a big tip that, uh, is a soft skill that people should really be thinking about and can get a lot of value out of really quickly. Right. And I think we can go to the next tip, and I, I really like this one, Patrick, and it's figure out who's the quarterback on your side. Can you go a little bit deeper on this? Yeah. I mean, this is something I found out just, uh, you know, from the years of e- experience in, in any type of matter, but trying to figure out, especially internally, who is the quarterback on the contract. Sometimes people just assume it's the lawyer, sometimes it's the salespeople, or w- sometimes it's undefined, it's the procurement person. But understanding who's driving the contract to get it, get it done, who's the number one priority, trying to flush out it sooner rather than later on your side can, can cut down on so many arguably issues that something gets, the ball gets dropped. Or on your, on your understanding it's, while it's important, it's not a number one priority, but for a salesperson or procurement person, it's the number one thing on their desk, and that they sh- could be shepherding this along more quickly than maybe the lawyer, uh, because you have other priorities that you're trying to work through.

7:12And just establishing that internally can go a long way into making sure a ball doesn't get dropped or everyone internally understands how you're gonna get this across the goal line. And I have found over the years, if there isn't a, an understanding who the quarterback is, uh, it can lead to a lot of confusion. And, and I think that's, you know, that's something that we, we talk about often, Patrick, is, uh, allowing legal to stay focused on, on the tasks that are important to them and not trying to bring them into the entire negotiation of a contract. You know, y- obviously, like you said, right, I mean, there's other more important things that are going on during your day, and you don't need to be a part of every single contract that's, that's coming over your desk unless you're, you're absolutely required to get involved. A- and I think that there's specific times when obviously you are needed, but you do need to find, typically it is that sales rep, right, or, or somebody else in the organization that, that can help out with, um, some of the smaller matters or, or maybe some of the different verbiage that's inside of a contract that you don't need to get involved with. Somebody else can handle it, and that can continue to push the deal along much faster than, you know, you having to go through a huge stack of contracts that's on your desk and, and try to work with every single deal that's, that's going through.

8:21Uh, I 100% agree, and I found that, uh, within our organization, the, the folks, the sales folks, the procurement people who have been around a long time, they have really honed that skill. They know when to bring the lawyer in or not to bring him in to get the deal done for what they're after. And, uh, if, if people internally can help understand that or you can even coach them up to say, "Hey, I don't need to be in on this, the first call. Bring me in when you're a little closer so I can save my time for other deals in the pipeline that are closer," it can go a long way to keeping the in-house counsel sane, as well as keeping the business people, um, you know, keeping some of the basic discussions between business people to get those fleshed out before they bring you in. Right. And, and especially with NDAs, right? Because I think, like, NDAs are very, very standard documents and, and we- we've seen a lot of organization that procurement, for example, before they start a negotiation process with a, with a new vendor, they go to legal, "Hey, we need to, uh, sign an NDA with this new vendor." I mean, I think we can standardize a lot of these processes, right? And that's something that we've seen a lot while implementing CLMs. And is the...

9:30I would say that's maybe you, you can call it a, a trend, right, where certain departments, especially procurement or sales, they can become a little bit, let's call it, a self-service, right? Especially with NDAs. You're starting a negotiation process, right? Maybe if it, i- if it's an M&A, when you get things a little bit more, uh, complicated that you, there's certain information that you, uh, that can be sensitive for your business, that's okay. Maybe legal will, will, will be need to be involved. But if there's just vendor, right, you're just starting a new, you know, um, uh, public bid or whatsoever with a, with a, with a, with a new vendor, I think there's a lot of things that you gotta do or let some other department to do it by themself. And one more thing about this is I think that's one, another thing on the importance of the drafting of, of a contract, right?

10:25Because most of the contracts, they're drafted so that anybody but legal can understand what a clause says. Right? And I think that's one of the key importance of the simplicity of the language of their, their contracts, because that will give more tools to the procurement or to the sales team to go in and keep the negotiation process on the commercial terms by their own without having to knock the doors of the legal department. Yeah, I agree. And I guess your first point, I would say, uh, I don't have it written down, but a lot of times too, I think with the NDA example, is coaching the business up too on what it means, how to utilize it, uh, and really getting them to understand it. Because if you don't coach them up, it just leads to an endless amount of questions that they send back to you. So to the extent you can get them to understand it and be that quarterback or that driver can also go a long way to keeping the flow of contracts and agreements moving forward and not having all these choke points, as I think you, you were highlighting there, which no one wants to be a part of, so.

11:26Yeah. Yeah, absolutely. And, and, and Patrick, I think, you know, that kind of goes a little bit into the, this next topic that we're gonna be talking about here and, and it's, uh, kind of based around the different personalities that you're gonna interact with. One, obviously on the other side of things, but two, you know, like we just talked about, also internally i- in un- understanding, you know, how different, um, folks inside your organization, you know, w- what are they going to be willing to work with? What, what comes off as positive to them, negative? You know, what types of reinforcements, um, do these folks need to see in order to, to make sure that, you know, everybody's staying happy and working together and, and driving towards the one goal? Um, but I, you know, I think from, from a, a customer or a vendor, um, perspective, you know, that, that is a little bit different, right? You're not working with these folks on a daily, weekly, or even yearly basis. Um, you know, it might be a single interaction that you have with somebody.

12:16So, you know, I mean, what tips do you have when it comes to trying to understand the, the personalities that are on the other side of the room and, and being able to, uh, work with them to, again, right, everybody has one goal, but this time, you know, maybe you, you are, um, working with a, a, another procurement team that's trying to drive down the value of the contract. Um, you know, how do you, how do you deal with those folks that maybe their goals don't exactly align with, with what yours do internally? Yeah. Well, I, I agree. I think the first one is, and asking the question, what is their personality? Who are you dealing with on the other side? I know in law school we were always trained about this Rambo litigator, if you remember the classic movie where, you know, he's out there just de- destroying everything and taking, taking no witnesses and, um, understanding early on y- if you have a procurement person like that, um, h- how you wanna be prepared for those phone calls. I've been on calls before where, you know, we have a shouter, someone that's gonna scream or threaten you, and being prepared to try to talk through or walk around those, those threats can make a big point.

13:14Uh, spending five minutes before you get on the call to say, "Hey, this guy's probably gonna do this. What's our strategy around to avoid this stuff?" So, uh, I think sometimes the simplest answer, just be prepared for these types of things and have a plan, as opposed to going in and not even thinking about how this person might be doing this to you, um, because there's an endless amount of personalities, um, that if you're not prepared for, uh, it can be a long phone call. Great. And I love this next tip, Patrick. It is the minimum redlines. And I will add something that please don't share redline documents in PDF. There's a place in hell for people that share documents with redline on PDF, right? Yeah, I don't know where that, that, that war story passed. It's like, oh, uh, send out a redline because they won't be able to, you know, crack how to un- unfinalize a PDF. It's like the, uh, something from the '80s that no one realized they figured out.

14:10But yeah, it's, it's a practice I've learned a lot over time. I've had, uh, senior people within my organization point this out, and I actually think a couple of your other speakers in the past have talked a little bit about this, that, you know, business people see redlines, their eyes roll, they get nervous. They say, "Oh my God, this could be terrible." And to the lawyer that's used to dealing with redlines, you don't think twice, but it can be jarring when the other side sees it, or if I get a file that's just filled. So I really think there's an art and it's spending the extra 10 minutes to think, "Instead of deleting this whole paragraph, can I just delete three words or add three words to that paragraph that, uh, can get the deal done and get this whole contract moving forward, as opposed if I just delete the whole thing, the other side can't understand why I'm deleting it, um, there's no rationale there, and then it just leads to another weeks of contract going back and forth, and no one's happy, uh, and it leads to frustration on all sides." Yeah, and I got a story for this because I, I remember back then when I was working on a big law firm, when I receive a contract, it was, I think it was even an NDA or something that it was very simple, right?

15:18And the client just sent that document to the partner I was working with, and he sent it to me. And I, and I thought it was, it, it was good. It, it was good to sign. And I sent an email saying, "Okay, I think it's, it's, it's good to sign. I didn't see, uh, anything we, we need to change." And they're like, "What? No changes? We are going to bill an hour for this, and we are not going to provide any changes?" So I think there's, I think a lot of lawyers, may- maybe not even in, in law firms, may- maybe junior or senior lawyers, uh, in in-house departments, they, they have this kind of mindset that they, that you need to make a change so you can justify that you're working on document, right? And I, and I think that's, that's a very bad misconception because the only thing that is gonna happen is that the negotiation process is going to be keep going slow. Yeah. I, I totally agree, and I've found that too, that some people feel like if they don't make an edit to the file, it'll look as though they haven't actually reviewed it. Uh, and many a times it's like, well, is that edit that you're doing really worth the extra effort we're doing to try to solve this deal? And I think if you'd ask the business people, they would say absolutely not.

16:30Um, and as from the lawyer perspective, I think, uh, it takes time, but it's probably asking yourself, "Well, do I really need this in there? And is it worth the extra hours of time?" Especially if you're an in-house lawyer, the answer's probably no, 'cause I'm not getting bill- I'm not billing for hours, so I'm here to get the deal done and keep my client happy. So I, I wholeheartedly agree, and I think if people aren't thinking about this, it's a question worth asking every time you pick up a file. Uh, and 'cause it's so easy not to, to think about this and just send it back and go through the motions. Yeah. And, and I, you know, I mean, that's something we see all the time, right? And, and I think that lawyers are becoming, I think more modern lawyers are becoming better at showing their value in other ways than, than just ne- feeling the need to redline a document. And I think, you know, contract management solutions do a great job of, of showing their value to, to other departments because they can better see, um, they've a better idea of what their legal teams are working on on a daily basis because of the reports that it can generate. Um, and, and I, I think that kind of f- Rolls into our, our next topic here, which, which is being able to prioritize upfront what, what is going to be important for, one, to your internal team, but also, two, understanding what's important to, um, the external organizations that you're working with.

17:46So, so Patrick, you know, can we go into a little bit more depth here on, um, you know, how you see interacting and, and being upfront with both your internal and, and external folks that you're working with? Yeah. This one, it comes up a lot where, especially with the CLM systems, while they can save us a lot of time, they also sometimes can create long documents that take even longer to get through. Um, and so what I try to prioritize to all the business people is, okay, well, before we spend, uh, the lawyers spend weeks redlining this document, let's spend the f- 10, 20, 30 minutes figuring out what are the top five issues that if we couldn't reach agreement on this, it's not even worth looking at the rest of it. But if we can figure out these top five upfront and can get buy-in, it's gonna be a lot easier to plow through the rest of this document. And asking these questions upfront or knowing, if nothing else, what the client's approach is or these top five issues, so if I look at the 80-page document, I'm focusing my time on those upfront and I'm not then burning a bunch of effort for the rest of it.

18:47And I think probably with this contract software nowadays too, you can start looking at a mass amount of agreements if you prioritize your top five, or even searching through a lot quicker than I could in the past. So it's, uh, it can cut both ways in a positive direction. Right. There's a very interesting report by the World Commerce and Contracting called The Most Negotiated Terms. It's an annual report. I got right now the one from 2020. I think the 2021 or 2022 is coming soon. And there's one important, uh, or interesting result, right? That some of the most important terms are not the ones that are taking the longest to be negotiated, right? And according to the World Commerce and Contracting, uh, the most important, like the top 10 or the top three important terms are scope and goals, responsibilities of the party, price charge, and price changes.

19:45And the, in, in the results, it, it, it's incredible to see, but some- the, the top three most negotiated terms are limitation of liability, which I don't know why on the first draft of, of the contract is always, like there's no limitation. Nobody's going to agree that, right? Mm-hmm. I don't know why they keep doing that, but nobody's going to agree that there's a limit. Uh, li- liability is, if something happened with, uh, with, with the contract. And then the other one is price charge and price changes. I mean, that's okay because it's a commercial one, and indemnification. But if you can see these results as like, you can see that during the negotiation process, lawyers or the commercial teams are spending more time with le- with less important terms than st- that, that, than taking real time into ne- ne-negotiating what's, uh, what's, what's really bringing value in, in, on the table. Yeah.

20:40I would say, like, that's a great list, and my suggestion would be for any lawyer out there, take that list and go, if you haven't had that discussion with the salespeople, and understand upfront what do they value as the priorities? So the next time you get that contract, you sit down with them and say, "Guys, what is our approach in these?" Or, "Have you figured these out yet? Because if I don't know what your priorities are, you know, I'm gonna either guess and you're not gonna like it, um, or we're gonna spend time negotiating something and get to the end of it and realize we've hit a, we hit a roadblock on limitation of liability, um, that, you know, we're never gonna get past, and we just spent three months negotiating something and we're all mad that we burned all this time." So yeah, I, I don't, I don't think you can spend too much time prioritizing, um, at the end of the day. And those, that, that file you referenced is, is a game changer. Right. So we already have five of your best tips, Patrick. The first one, find commonality immediately with the other side. Second, figure out who's the quarterback on your side.

21:43Third, size up the personality of the other side. Fourth, minimum red lines. Five, prioritize upfront what really matters. And what would be our last one, Patrick? Sure. Um, I guess I, I have maybe a little contrary opinion to other folks, but I like to argue that an agreement at the end of the day, every term in that document is a commercial term. While there are functional people that might understand them better, I, as much as I can, try to get the businesspeople, especially if they're saying, "Why can't we get this deal done?" I try to really make sure they're looking at the terms that were still roadblocking, because it might be a limitational liability, it might be indemnity, and they say, "Oh, those are just things the lawyers, um, like to argue about." But to the extent I can get them to understand the terms and actually understand why we need to look at these, um, it goes a long way because then they don't look at the law department as just a roadblock. They actually better understand why we're doing what we're doing.

22:40And two, I find that if they understand it, sometimes they're even a better advocate than the lawyer 'cause they can go back to their businesspeople and explain in business terms why some of these key terms need to be negotiated, and it's not just something the lawyers are doing, uh, in a room somewhere to keep themselves busy. Right. So, uh, I totally, totally agree with you, right? So I think the most important part, of course, is, is the commercial terms. Because at the end, even if you're on the sell side or in the buy side, at the end what they wanna do is to start a new commercial relationship with an outside party, and the lawyers are, uh, are part of this process, of course, but they wanna focus on, on what can bring risk to the, uh, to this whole negotiation process. So we shouldn't, any lawyer sh- shouldn't, um, um, just lose focus, right, on what's, like, the most important things while negotiating a new contract. Yeah, I agree. So, and, and I would add, I mean, these are my six.

23:41I'm sure every listener's probably got their own list or strategies o- on their desk, so I'm, uh, always open to learning more, and people like, uh, you know, these soft skills or these war stories that I'm sure we've all found or dealt with before, uh, to figure out. Um, but I really appreciate you guys letting me come on today, and I'm excited to hear what other people have to offer. But overall, I just wanted to share that besides the contract, I think there's some soft skills that we lawyers can never get, uh... we always can improve, and looking for that extra, like I like to say, 1%, um, to be a better lawyer and, and help get, um, these commercial matters solved and lemonade and keep clients happy and projects moving forward. Yeah, I think in any, any profession, Patrick, you know, there's always that 1% of folks out there that are always looking to get better, and, and this is definitely an episode that folks can listen in on and, and do just that. So, you know, we really appreciate you coming on to, to have this conversation with us, and we hope that, uh, even if we can drive value for, you know, even a handful of our listeners, I, I think that, uh, think that that's a success.

24:47So, thanks for, thanks for coming on and, uh, you know, folks want to connect with you to, uh, maybe have a conversation around this or, or any other topics that we've, we've chatted on, uh, around on today's show, where's the best place to do that? I would say LinkedIn, uh, is, is the best strategy. I, I check that most frequently. I'm, uh, not a big Twitter follower to date, so if you look me up, you might see I have, like, three people. So, uh, LinkedIn, and, uh, I'm glad to have these discussions, and I look forward to hearing what other folks have to offer, and I really appreciate you guys putting this podcast together. I think it's, uh, a really, a really helpful one, and I, I've learned a lot from a multitude of your guests and, uh, I think it's a topic that, uh, we all can be better for, so thank you. Sure thing. You know, we appreciate you coming on, and, and thanks everybody for giving, uh, this episode a listen. We, uh, look forward to hearing or having you back here to listen to another episode of Contract Heroes in the future.