Negotiating the spirit of the deal

Most experienced negotiators are comfortable working out the terms of an economic contract--they bargain for the best price, haggle over equity splits, and finesse detailed exit clauses. Yet these same seasoned professionals spend so much time ironing out the letter of the deal that they often pay little attention to the spirit of the deal--the social contract. And that can lead to major problems, say the authors, because even though the parties agree to the same terms on paper, they may have very different expectations about how to meet them. Those on one side, for instance, might think they're entering into a long-term partnership, while those on the other believe they're simply making a series of discrete transactions. Because the parties have failed to have a true meeting of the minds, they sign a deal that is likely to fall apart. To avoid such a disastrous outcome, negotiators should explicitly discuss the details of their social contract before inking the deal. They should talk about the underlying social contract, which answers the question, What? For instance, what is the real nature, extent, and duration of the agreement? And they should discuss the ongoing social contract, which answers the question, How? For instance, in practice, how will we make decisions, handle unforeseen events, communicate with one another, and resolve disputes? Drawing on real-life examples, the authors explore the problems that arise when the letter and spirit of the deal are at odds and suggest ways to dovetail them so they are both independently strong and mutually reinforcing. They also highlight risk factors that can lead to misunderstandings and expose common misperceptions about the social contract.