Contracts exist in a weird state of counterpoise where they’re both supremely important (even the oft-maligned “boilerplate”) and totally inessential to the achievement of practical business objective. I’ve had clients sign contracts for nine-figure deals where no one has ever read the agreement after closing. But as soon as there’s a mismatch between the commercial expectations on either side, then every word matters.
And it’s just hard for me to understand how this is going to capture all the nuances of arrangements among sophisticated commercial parties. For instance, I saw on the site, several variations of alternative anti-assignment provisions. OK, so either the contact can or cannot be assigned. Simple enough. Does it also prohibit an assignment of the contract if the company is sold via a sale of all assets? (Should an ordinary course commercial contract really purport to dictate the form of a corporate-level transaction?) What about a pledge to secure debt? What about in an assignment for the benefit of creditors? What about an internal reorganization or transfer to an affiliate? What about a merger? What if the company issues new stock representing 19.99% ownership? 49%? 51%? And so on and so on ad nauseam.
Maybe these are all in fact selectable boxes and there’s language that addresses each of these fact patterns. But even aside from agreed language that, let’s assume, is good enough to implement the business understanding in each of these scenarios, these are weighty commercial decisions that require careful consideration.