There is No ‘NO’ in Contracting

There’s No ‘NO’ in Contracting

After 12+ years of contract negotiating, the biggest lesson I learned is this: There is no ‘NO’ in contracting. There’s always a YES hidden somewhere. You just need to find it.

And trust me, I have heard all the ‘NO’s.

“We cannot make amendments since the legal team is out for 3 months.”

“We sent you a password-locked Word document because we cannot accept changes.”

“It is company policy to use our templates.”

“We never negotiate the terms of our MSA.”

“We cannot remove fines from our contract, but don’t worry, we never enforce that clause.”

You know what the funny thing is? We turned all these NO’s into a YES.

It’s Not Just About Legal

Notice I said “we,” not “me.” Because getting to YES is never a solo effort.

It’s the Sales Manager explaining pricing and delivery timelines. The General Counsel weighing risk allocation and deciding what’s acceptable. The CFO adjusting liability caps based on financial exposure. The IT department detailing service levels and technical requirements. The CEO making the final call on exceptions for big logos or strategic partnerships.

Every stakeholder plays their part in getting the deal done. That’s what makes in-house legal work interesting. You’re not sitting in an ivory tower reviewing contracts in isolation. You’re in the room with everyone who has a stake in making the deal work, figuring out how to get from NO to YES without compromising what actually matters.

Finding the Real Reason Behind the NO

The key is understanding what the NO actually means. Because most of the time, “we can’t do that” doesn’t really mean “we can’t do that.” It means something else entirely.

You just need to find what the real reason for that first NO is.

What exactly is the company’s policy, and who has the authority to make exceptions? Sometimes “company policy” means “this is how we’ve always done it” rather than “this is non-negotiable.” Sometimes it means “our junior legal person doesn’t have authority to deviate, but their boss does.”

Do they fully grasp how we deliver our services or product? A lot of NO’s come from misunderstanding. They’re saying no to something they think you do, not what you actually do. Once you clarify the practical reality, the objection disappears.

Do they understand the risk allocation, or are they just reciting boilerplate? Many contracts get negotiated by people who are following a playbook without really understanding what each clause means or why it matters. They know they’re supposed to push back on indemnity clauses, but they can’t explain why. Sometimes all you need to do is walk them through what the clause actually does in practice.

Do they have a clear view of the parties’ responsibilities? Ambiguity breeds NO’s. When people aren’t sure who’s responsible for what, they default to protecting themselves by saying no to anything that might create risk. Clarifying responsibilities often makes objections evaporate.

Are they protecting the business, or just protecting bureaucracy? This is a big one. Some NO’s are legitimate risk management. Others are just people covering their asses because saying yes requires them to think and take responsibility, while saying no is safe and easy.

Is this really a dealbreaker, or just a problem waiting for a practical solution? Most things that initially sound like dealbreakers aren’t actually dealbreakers. They’re problems. And problems have solutions. You just need to get creative and find the solution that works for both sides.

The answer to these types of questions is the core of getting to that YES.

Why This Matters

This is the fun part about working as an in-house legal counsel. You get to engage with all these stakeholders within the company to achieve that same goal: getting those contracts signed.

You’re not just marking up documents in track changes. You’re having conversations with sales about why the customer wants a termination for convenience clause and whether we can live with it. You’re talking to finance about whether a payment schedule works with our cash flow. You’re discussing with product whether the proposed service levels are actually achievable. You’re strategizing with the CEO about whether this deal is worth making concessions we normally wouldn’t make.

And then you’re taking all of that internal alignment and using it to navigate the negotiation with the other side. You’re finding the creative solutions. You’re identifying what they really care about versus what they’re just posturing about. You’re figuring out the trade-offs that get both sides to yes.

That’s the work. That’s what makes it interesting. That’s what AI can’t do.

What AI Can’t Replace

And for the record, AI won’t get you that YES.

AI doesn’t know all your company’s risks. It doesn’t know that your biggest operational risk isn’t liability—it’s losing customers because sales cycles take too long. It doesn’t know that your CFO is more worried about payment terms than indemnity caps. It doesn’t know which risks your business has successfully managed for years and which ones actually keep people up at night.

AI doesn’t know your practical solutions to problems. It can’t tell the other side “we can’t agree to unlimited liability, but here’s what we can do instead: a tiered cap based on contract value, plus we maintain insurance that covers most scenarios anyway.” It doesn’t know the creative compromises that your company has used in past deals to bridge gaps.

AI doesn’t know that your CEO is okay with higher risks for big logos only. It doesn’t understand the strategic context that makes some deals worth taking risks you’d never accept in other situations.

AI doesn’t read between the lines in hundreds of stakeholder meetings and contract negotiations. It doesn’t pick up on the fact that when their legal counsel says “I need to think about this,” what they really mean is “I need to get approval from my boss.” It doesn’t sense when a NO is genuine versus when it’s just an opening position in a negotiation.

AI doesn’t have that edge. That edge to turn a NO into a YES.

Because getting to YES isn’t about knowing the law. It’s about understanding people, understanding business, understanding what actually matters versus what’s just noise, and finding creative solutions that let everyone win.

Let’s Get Your Deals Done

So here’s my question: Are too many NO’s slowing down your deal flow?

Are you struggling to figure out why they’re saying NO? Maybe it’s buried in legal jargon, maybe they’re not articulating the real issue, maybe they don’t even know themselves what the real issue is.

Do you want to reel in that YES from the big logo you’ve been trying to sign for months? The deal that keeps stalling because you can’t seem to get past some sticking point that everyone knows is solvable but nobody’s solving.

I can help you get these deals done. Let’s talk!

I say YES.