When A Good Deal Is Signed Before Anyone Asks Who Has Read The Terms
I have been the person who wanted a contract signed and over the line.
I have also been the person reading the agreement, knowing that if the business agreed to it the business would be at risk, and pushing back on it.
Neither seat is wrong. What interests me more is how differently they feel, and what that does to the decision.
This week I spent time going through an agreement a business was close to signing. The commercial case was strong, the kind of deal that makes a team want to say yes quickly. The terms behind it read as routine, with the familiar shape people assume has been seen many times before. But in a couple of places, if something had gone wrong, the cost would have landed heavily on the business agreeing to them.
A signature looks like one decision. It is closer to two.
The first is whether the deal is good, and that one is usually well owned: someone has built the case, tested the price and judged the relationship. The second is whether the business can carry the downside if things don’t go to plan. That one is rarely decided on purpose. It gets decided by default, in the same moment and by the same signature, often by people who were only ever asked the first question.
Three things work against the second question being asked.
The upside is immediate and visible, and the downside is conditional and deferred. The benefit of a deal arrives with the signature. The cost of a clause may not arrive for a year, or at all, and nobody is thanked for the dispute that never happened.
Standard wording also borrows credibility. Terms that look familiar carry an unspoken assurance that someone has already checked them. Whether anyone has is a separate question, and the familiarity makes it harder to ask.
And the person who asks it carries the cost. The reader is being asked to evidence a harm that hasn’t happened, against a deal that is visibly good, while everyone else wants it done. That is a hard position to hold, and it is why pushing back can be felt as friction rather than as work on behalf of the business.
Look closely and a single commitment can involve three different roles.
One person signs, with the authority to bind the business. Another reads, with the knowledge of what the terms could do, but not always the authority to stop them. A third carries, living with the consequences in delivery or finance long after the deal was celebrated, often without having chosen any of it.
When those are one person, the loop closes. When they are not, the risk travels between them without anyone having accepted it. The signer decides without the full reading, the reader influences without the final say, and the carrier inherits without a voice. None of them is being careless. It is a structure in which nobody was asked to own the risk as a whole.
There is something else worth naming. Terms cut both ways, which is easy to forget when reading them from one side.
A notice period, a liability cap, a right to change the price: each protects one party at the point of signing and constrains the other. Both signed it. The party on the constrained side may only discover which side they are on later, when they need the clause.
This means the reader’s job is more demanding than it first appears. They are not asking “what does this protect me from?” They are asking “what am I agreeing to be unable to do?” That is a different question, and a harder one, and it is the one that requires someone to hold the whole picture rather than just the commercial case.
An acquisition shows the same pattern at a larger scale. A business takes on what the previous owner agreed, and the commitments inside it can include some nobody in the new business has yet read. The signer, the reader and the carrier are now separated not just by role but by time.
None of this asks anyone to slow down good deals. Wanting them done is part of how a business grows.
It asks a quieter question: whether, at the point of signing, the risk being accepted has a name next to it.
The Critical Friend
A good deal tells you why to say yes.
It rarely tells you who will carry what you are saying yes to, or what it costs the person who says wait.
Who reviews it before you sign?