The Contract Dispute That Revealed a Broken Process

A technology company came to me in the middle of a contractual dispute. They’d been subcontracting through another business on a major project for a large enterprise client. The relationship had soured over unpaid work, and the contract they were relying on was—to put it gently—insufficient.

It was maybe ten pages long with schedules. It described itself as a “statement of work,” but there was no master services agreement sitting behind it. No underlying terms. It attempted to do what a statement of work typically does—act as an adjunct to a head agreement—except that head agreement didn’t exist. They had also shoe-horned some other terms in to cover what they thought was necessary to act as governing legal terms.

The document was poorly drafted. Key terms were missing. Payment provisions were ambiguous and open to competing interpretations. Both parties had a version of what they thought they’d agreed to, and neither version was strictly supported by the text.

The Immediate Problem

The first task was straightforward: help the client resolve the dispute. Unpick the issues with a malformed contract. Find a commercial solution that worked for both parties.

We did that.

But that wasn’t the real problem.

The Underlying Issue

This business had been operating for around two years. In that time, they’d never put their own contracts in place. They’d been contracting exclusively on their clients’ paper—whatever their clients handed them, they signed.

That’s back to front.

Every business is unique. How you structure your services, how you deliver them, what your scope looks like, how you charge—these things are specific to you. Trying to twist yourself into templates designed by clients who may not understand your operating model is a recipe for exactly the kind of mess this company found themselves in.

The dispute wasn’t bad luck. It was the inevitable consequence of not having a contracting system that reflected how the business actually worked.

Building the System

Once the immediate fire was out, we turned to prevention.

We designed a contracting structure that worked for the way this business operated:

• Statement of work as the primary signed document. This is what gets negotiated. It contains the commercial terms, scope of services, payment terms, service levels, and schedules—all the particulars that vary from engagement to engagement.
• Standard terms of service incorporated by reference. The statement of work explicitly imports the terms of service, which are hosted on the client’s website. By signing the statement of work, the counterparty accepts those terms.
• Variations via special conditions, not edits. If a client wants to negotiate the legal terms, we don’t edit the master document. We include a section in the statement of work that says “these provisions of our terms of service are varied in X, Y, Z way.” The master terms stay intact and consistent across all engagements.
• Built-in friction. Hosting the terms online and only varying them by special condition creates a structural disincentive to negotiate every clause. Clients can push back if they want—but it takes effort. That friction is deliberate.
• Protection from day one. The terms of service include a clause stating they apply as soon as any work is approved by the client. This avoids the situation where work begins before the contract is signed, and the business is left trying to apply terms retrospectively. As soon as you engage us, these terms apply. That’s made explicit in email communications.

Why This Matters

Most businesses encounter a contracting crisis in their first five years. Often, it’s a dispute that reveals a document wasn’t fit for purpose. Sometimes it’s discovering that a contract copied from a competitor’s website—or generated by AI—doesn’t actually reflect how the business operates.

If you’re not an expert, you can’t judge whether a contract is good or bad. You have no yardstick. The problems only surface when something goes wrong.

This business hit that point around the two-year mark. The dispute was the symptom. The lack of purpose-built documentation was the cause.

We didn’t just resolve the issue in front of them. We built a system—tailored contracts, deliberate process design, strategic friction—so the same problem doesn’t recur.

That’s the difference between fighting a fire and building a firebreak.