Every so often, when I am called upon to sign some contract or
other, I have a conversation that goes like this:
Me: I can't sign this contract; clause 14(a) gives you the right to chop off my hand.
Them: Oh, the lawyers made us put that in. Don't worry about it; of course we would never exercise that clause.
There is only one response you should make to this line of argument:
Well, my lawyer says I can't agree to that, and since you say that
you would never exercise that clause, I'm sure you will have no problem
removing it from the contract.
Because if the lawyers made them put in there, that is for a reason.
And there is only one possible reason, which is that the lawyers do,
in fact, envision that they might one day exercise that clause and
chop off your hand.
The other party may proceed further with the same argument: “Look, I
have been in this business twenty years, and I swear to you that we
have never chopped off anyone's hand.” You must remember the one
response, and repeat it:
Great! Since you say that you have never chopped off anyone's hand,
then you will have no problem removing that clause from the
You must repeat this over and over until it works. The other party is
lazy. They just want the contract signed. They don't want to deal
with their lawyers. They may sincerely believe that they would never
chop off anyone's hand. They are just looking for the easiest way
forward. You must make them understand that there is no easier way
forward than to remove the hand-chopping clause.
They will say “The deadline is looming! If we don't get this contract
executed soon it will be TOO LATE!” They are trying to blame you for the blown deadline. You should put the blame back where it
As I've made quite clear, I can't sign this contract with the
hand-chopping clause. If you want to get this executed soon, you
must strike out that clause before it is TOO LATE.
And if the other party would prefer to walk away from the deal rather
than abandon their hand-chopping rights, what does that tell you about
the value they put on the hand-chopping clause? They claim that
they don't care about it and they have never exercised it, but they
would prefer to give up on the whole project, rather than abandon
hand-chopping? That is a situation that is well worth walking away
from, and you can congratulate yourself on your clean escape.
[ Addendum: Steve Bogart
asks on Twitter for examples of dealbreaker
clauses. Some I thought of immediately include: Any nonspecific
non-disclosure agreement with a horizon more than three years off,
because after three years you are not going to remember what it was
that you were not supposed to disclose. Any contract in which you
give up your right to sue the other party if they were to cheat you.
Most contracts in which you permanently relinquish your right to
disparage or publicly criticize the other party. Any contract that
leaves you on the hook for the other party's losses if the project is