How does a lawyer get to the position where a client says “I know that if I ever have a contract to negotiate, wherever I am, I will always instruct him”? This case study explains how.
The Federal Chamber of Automotive Industries (“FCAI”) is the peak industry organisation representing the manufacturers and importers of passenger vehicles, light commercial vehicles and motorcycles in Australia. Tony McDonald, the Director of Industry Operations, instructed Andrew Thompson at CIE Legal to assist him in updating and negotiating a new agreement with one of its long term and business critical IT service providers. This IT supply agreement was mission-critical to FCAI’s existing core activities – including the reliable and ongoing publication of its renowned VFACTS data. However, in addition to dealing with FCAI’s ability to depend on these business as usual services, the agreement also needed to deal with commercialisation of data sources and ownership of IP in that data. It was critical the agreement drew a distinction between the operational need to “keep the lights on” as well as a process to govern and regulate how unknown and future system changes would be managed. An added complexity was that the historic relationship between the supplier and the FCAI was not documented in a way that reflected the significance of the value of the contract.
In capable hands
“I don’t have a background in IT” says Tony, “so I needed someone who could work it through with me step-by-step. Andrew ensured that he not only had a good feel for how the agreement fitted into our services but he also clearly had an excellent grasp of the IT and IP issues involved. Everything he did gave me great reassurance that we were in very capable and engaged hands.”
Tony found that Andrew honed-in on the key points straight away “and this meant that we weren’t distracted by things that didn’t matter.” Working through the agreement “was second nature to Andrew” and you could really tell that he understood IT not just from a legal perspective”. Andrew’s background as a project management consultant in Accenture’s Technology and Communications division prior to becoming a lawyer was invaluable. Says Tony, “I couldn’t have done it without him and his pre-legal background was very helpful. The VFACTS IT contract ended-up being a very impressive document”.
Impressed the opposition
It wasn’t just Tony that Andrew impressed during the negotiations, the potential supplier also noted his skill too. Says Tony, “they were equally impressed, but I suppose sometimes frustrated, as they couldn’t get anything past Andrew as we would not accept particular positions put to us on core contractual matters just because that’s the way the international supplier usually does things. Andrew’s logical approach and advice on when to dig in and when to move on really ensured that we ended up with a very high quality document!”
Living the contract
It is testament to the quality job Andrew did for the FCAI that when the body turned to create a consumer facing media campaign and number-plate check portal for the Takata airbag recall, Tony turned to Andrew again for advice. “I ran things past him and he was able to say ‘this point isn’t covered’ and ‘no, that isn’t industry standard, this is what you need to do to negotiate’. It gave me a huge amount of confidence and, to be honest, made me extremely confident in my recommendations to the board. The gaps in IT contracts are always where the issues arise and Andrew spotted them and dealt with them quickly. His background in IT and exposure to the media industry in this instance really helped: he doesn’t just see the words in the contract, he has ‘lived’ these contracts and knows how they work in practice. That makes all the difference.”
Tony and Andrew worked well together and Tony describes Andrew as “the best to work with. I know that if I ever have a contract to negotiate, wherever I am, I will always seek to instruct Andrew.”
How did he do it?
So, this is how Andrew did it: 1) he used his background in IT and media to provide advice that was practical and commercial, as well as legal, 2) he grasped and addressed the key issues quickly and 3) he helped his client achieve their aims and look good in the process. Andrew’s advice enables his client to stand before the Board with confidence that they have in fact the best advice.