[Reviewed 2015-04-26] It’s been my impression that many business-contract disputes could be avoided if the participants would just talk with each other regularly about five things. This makes me think that in almost any business meeting concerning a project or relationship, it’s a good idea to ask about those five things, with the acronym G-PP-AA:
1. Goals: What are we trying to achieve in this project or relationship, and why? [In some circumstances, Toyota’s famous Five Whys drill-down analysis might be helpful.]
2. Progress: What have we accomplished so far in achieving the goal(s)?
3. Problems encountered or anticipated: What if anything has gone wrong,and why? What could go wrong in the future? [The Five Whys might be helpful here, too.]
4. Action plans for the future: What is going to be done, by whom, when, to continue progress, and/or to address problems?
5. Assumptions: What are we implicitly or explicitly assuming, that might not be true?
This is just Management-101 stuff, to be sure. But it’s often overlooked, especially when things get busy or stressed.
That’s why, when I’m helping to negotiate contracts for on-going projects or relationships, I like to ask for a provision for periodic status-review conferences, with a reminder that these five G-PP-AA factors should be part of the agenda.
Here’s one version of such a contract provision, with extra paragraphing added for readability:
Status review conferences will be held at either party’s reasonable request.
(1) Such conferences will be held by phone or in any other manner agreed by the parties.
(2) The parties anticipate that agendas will typically include, as appropriate and without limitation, the following ”G-PP-AA factors”: (i) goals; (ii) progress made; (iii) problems encountered or anticipated; (iv) action plans; and (v) assumptions being made.
(3) Conference details will be arranged by the requesting party unless otherwise agreed.
(4) The requesting party will seasonably circulate draft minutes upon request; any participating party may object to the contents of draft minutes by seasonably so advising all other parties in writing.
- Some of this language isn’t strictly required, but is included to reassure the parties that the provision isn’t going to be expensive or burdensome. For example, under this language, if neither party ever asks for a status-review conference, none is required. As another example, under clause 1, all conferences are by phone unless the parties agree otherwise.
- Clause 2 intentionally doesn’t require the G-PP-AA factors to be discussed; the reminder of those factors should be helpful.
- Clause 4 provides for written minutes if requested. Meeting minutes can be especially important in documenting specific to-do assignments. Meeting minutes can can also help litigation counsel reconstruct "what happened, when, and why," if things go wrong.
- In clause 4, the term seasonably is taken from section 1-204 of the Uniform Commercial Code, which defines the term thusly: An action is taken "seasonably" when it is taken at or within the time agreed or if no time is agreed at or within a reasonable time.