What Private Practice Lawyers Get Wrong About Contract Negotiations

Private practice lawyers are subject matter experts. It’s no surprise that, when called upon to negotiate for their clients, many private practice lawyers rely heavily on their technical expertise. The issue? Technical expertise is not persuasive.

Lawyers, and particularly those in private practice, are detail-oriented. While critical for risk management, focusing too much on the details can act as an impediment to getting things done in negotiations.

Why? Because negotiation is not a legal memo. It’s not about who is right or wrong. It’s not academic. It’s a conversation between people – often tense, strategic, and emotional. In that setting, being technically right isn’t the same as being persuasive.

I moved back in-house a while ago and recently instructed external counsel to support a contract negotiation. This turned out to be an insightful experience for me, illustrating powerfully that technical knowledge is not persuasive.

I had instructed external counsel to support me in resolving a regulatory point that was outside of my circle of competence. The partner supporting me did a flawless job at analysing the law and explaining to the counterparty why their position was incompatible with the regulation.

Unfortunately, the partner’s technical expertise did not translate into persuasive power. The counterparty disengaged early on. They were intentionally uncooperative, showing no concern about being incorrect, since being “wrong” worked to their advantage. Accepting the accurate position would have required them to agree to contract terms that were unfavourable to them under the regulation.

The partner, seemingly having no alternative strategies, continued with his technical reasoning, reiterating why the counterparty had misinterpreted the regulation. This went on for a while. Eventually, I grew impatient and interrupted the partner.  I ended up saying something along the lines of: “We’re not willing to proceed on a non-compliant basis – if that’s your position, we’ll walk away”. That was it. No legal citations, no case law, no explanations. Just one sentence. The room went quiet. Minutes later, they backed down. Job done. Zero legal knowledge required.

The partner wasn’t wrong. He was just ineffective. His delivery didn’t land because the context demanded pressure, not more explanations. He either failed to recognise this or felt unable to do what I did.

Let me share another story that highlights that expertise is not required to be persuasive.

A former colleague of mine, Tom (not his real name), had transferred from a different practice area, and his lack of subject matter expertise was obvious. Yet Tom consistently closed negotiations in record time. How?

He spoke with calm authority and warmth. Even when delivering tough messages, he exuded composure. His voice was deliberate, his tone soothing but firm. Listening to him argue was almost hypnotic, like a Paul McKenna recording.

One day, after he completely outmanoeuvred me in an internal disagreement, it hit me: He sounded persuasive, so he was persuasive. He didn’t win the argument because he had better facts. He won the argument because of the way he spoke. Tom wasn’t relying on technical knowledge – he was relying on his delivery.

That realisation changed the way I think about negotiations. Knowledge is important, but delivery is what persuades people.

There is a huge difference between saying “No, we’re not going to do that” and saying “Um, I don’t think that’s really going to work for us.”

Too often, private practice lawyers assume their job in a negotiation is to be “the expert in the room.” They aim to impress their audience with the quality of their argument, the depth of their analysis, and the footnotes in their position paper. But clients aren’t paying you to show off your academic prowess. They’re paying you to get results!

Part of the problem is that expertise creates a filter. Whatever your field, your knowledge becomes a lens through which you view the world. An architect notices building details most of us never see. A chef identifies what went wrong in a dish after one bite. A dentist knows your bite alignment the second you smile. We all develop mental filters that shape our perception.

In negotiation, however, these filters can become blinders. To a man with a hammer, everything looks like a nail! There is a risk that lawyers over-rely on legal knowledge and fall into the trap of thinking that negotiations are math equations: get the facts right, and the outcome will follow. But that’s not how it works.

To become a more effective negotiator for your clients, shift your focus from showcasing legal expertise to driving outcomes. Don’t shy away from discussing negotiation strategy openly with your client – alignment is key. Before entering the room, get clear on your client’s expectations: Do they want you to push hard, or should they step in when things get tense? Remember to skip the lectures. A direct statement like “We’re not accepting that” carries more weight than a detailed explanation. Brevity is more persuasive than detail. As a lawyer, your value at the table isn't just in legal insight – it's in pairing that insight with negotiation skill.