
Picture this. A CEO gets hit with a disruption - tariffs, a supplier failing, a customer pushing back. They ask what sounds like the simplest question in the world: which of our contracts are affected?
The contracts exist. They're all there, somewhere - procurement files, sales agreements, shared drives, email threads, a dozen different systems nobody fully trusts. The contracts exist. The answer doesn't.
That's the opening scene of a new report from World Commerce & Contracting and SpotDraft, and it's the story every in-house lawyer already knows in their bones. At the launch webinar, Sally Guyer, CEO, World Commerce & Contracting, Sabrina Pervez, (Regional Sales Director – EMEA, SpotDraft), and Cleo Becker (CLO, Dott) walked through why this keeps happening and why AI, contrary to what everyone assumed, isn't the thing that's going to fix it on its own.
AI didn't create this problem. It just made it impossible to hide.
For years, a messy contract repository was a background annoyance. Someone would dig, it would take a few days, life went on. Then AI happened, and it quietly reset everyone's expectations. Business leaders are now used to asking a question and getting an answer in seconds, so when legal goes quiet for days, or weeks, that gap stops being tolerable. It becomes a credibility problem.
Here's the part worth sitting with: pointing a powerful AI tool at scattered, inconsistent data doesn't produce clarity. It produces confusion, just faster. AI didn't cause the mess. It exposed exactly how bad the mess already was.
The numbers back this up. Contract data lives across an average of 24 different systems. Around a third of the workforce touches the contracting lifecycle somewhere along the way. Over 80% say their contracts are too rigid to adapt when something changes. Over 70% have no portfolio-level view of which revenue or spend depends on which contracts. The information isn't missing. It's just unusable.
Your contracts are a filing cabinet. They need to be an instrument panel.
This is the framing that anchors the whole report: stop treating contracts as legal records, start treating them as operating instructions. A filing cabinet stores documents. An instrument panel tells you what's happening right now and helps you act on it.
In calm conditions, you barely notice the difference. When a tariff hits or a supplier misses delivery, the difference is everything. A contract should be able to tell you, on the spot: do we have a price adjustment clause here? Is there a substitution clause? What's the escalation route? If it can't answer that fast, your contract portfolio isn't an asset; it's a dormant liability sitting on the balance sheet doing nothing until the day it matters most.
And there's a sequencing point that's easy to skip past: AI only works when the data underneath is structured, visible, and usable first. One line from the session nailed it, dropping a high-performance engine into a car with no steering wheel, bad brakes, and a cracked windscreen. Design first. AI second. Not the other way around.
84% of legal teams think they're negotiating the wrong things
This might be the single most damning stat in the whole report. Only 16% of respondents believe they're actually focused on the right topics during negotiation.
Too much time goes into defensive clauses - liability caps, indemnities, the stuff that only matters if things go badly wrong. Meanwhile the terms that actually matter when markets move - price adjustment, change of control, business continuity, escalation routes; get treated as secondary. 70% said their contracts didn't even contain relevant content for when change actually happened. Over 80% said the terms that dominate disputes are irrelevant to actually resolving them.
The uncomfortable read: it's not that negotiations are slow. It's that they produce contracts poorly built for the two moments that matter most - change, and disagreement.
Over 90% of business people find contracts hard to understand. Only 39% think they work.
Legal ease is famously incomprehensible, that's not new. What's new, and worse, is that even the people who understand it don't think it delivers the outcome it's supposed to. Less than 0.7% of contracts ever reach litigation, and yet most are still drafted as if litigation is the primary audience.
One quote from the report says it plainly: my contracts are a graveyard of past bad experiences. Every clause is a scar from something that once went wrong, stacked on top of the last one, none of it written with the actual user, the business, in mind.
The fix isn't dumbing contracts down. It's making the existing rigor usable. You can have both legal accuracy and something a non-lawyer can actually act on under pressure. That's not a trade-off, it's a design problem nobody's solved yet.
The "preventionist" mindset is the root of all of this
WCC's own research (dating back to a 2018 study with UC Irvine) found that legal teams default to a preventionist role, seeing their job as stopping bad things from happening to the organization. Not wrong, exactly. But left unchecked, it becomes the only lens, and it produces contracts negotiated for the divorce instead of the marriage.
The shift the report argues for: legal's job isn't just to prevent bad outcomes, it's to actively help create good ones. That's a genuinely different starting question when you sit down to negotiate.
What this actually looks like day to day - from someone living it
Cleo Becker, CLO at Dott, gave the clearest picture of how this plays out in practice. A few things stood out:
- The job has flipped. Ten years ago, the first thing lawyers looked at was liability caps and indemnities. Now that's an end-of-negotiation detail. The first question is "is this a good deal?", and if legal doesn't flag commercial concerns early, the business now asks why didn't you, not stay in your lane.
- You have to be faster than your stakeholders at using AI, not just aware of it. Everyone in the business has access to the same tools now. The only edge legal has left is using them better and faster.
- "If it's not in the CLM, it doesn't exist." A blunt but effective internal rule that keeps a global, multi-entity contract portfolio actually visible instead of theoretically centralized.
- Business leaders don't want a list of risks anymore. They want mitigation. The advice model of "here's what could go wrong, good luck" doesn't land anymore. The expectation is: here's the risk, here's the likelihood, here's what we do about it in the contract and it needs to be fast.
- CLM plus AI, combined, is what actually unlocks speed. Structured data first, then AI layered on top for the ad hoc, unusual questions a standard CLM workflow was never built to answer. Cleo's example: asking whether any contracts had been misclassified in terms of guarantees given answered in minutes instead of a multi-day audit.
So who should own "commercial intelligence"? Three models, no clean answer.
The report lays out three possible structures, and the honest conclusion is: it depends.
- Legal leads. The case for it: legal already sits closest to rights, obligations, and remedies, the raw material commercial intelligence is built from. The catch, and the report is blunt about this: if legal wants to hold the pen on templates, fallback positions, and approvals, it should probably also accept accountability for whether those contracts actually help the business adapt and recover when something goes wrong.
- Legal enables. Legal doesn't have the bandwidth or the data infrastructure to own this alone, so it partners cross-functionally with procurement, finance, and operations instead. The report's framing here is sharp: legal shouldn't confuse "control over approvals" with "stewardship of outcomes." Those are different things.
- A dedicated Commercial Intelligence Office. A lean, senior, cross-functional team spanning the full contract lifecycle, market intelligence through to closure, with a mandate to hold every function accountable for the commercial data it generates.
Cleo's own answer was unambiguous: legal shouldn't own it, but should absolutely be part of it. In practice at DOT, it's layered, legal owns the commercial-term risk inside the contract, finance owns the economic reality of the deal, and decisions get made together on risk versus reward. If anything, she suggested, what's missing isn't an owner, it's someone orchestrating across all the people who already own a piece of it.
Accountability, cleanly separated
One of the sharpest distinctions Cleo drew: legal is accountable for giving accurate advice, on time. Legal is not, and should never be, the decision-maker. If the advice was wrong and something goes wrong downstream, that's on legal. But whether to actually take the deal — that's a business decision, made by whoever owns the risk-versus-reward call. Keeping that line clean is, in her experience, what keeps legal out of the "blocker" reputation in the first place — especially when legal gets pulled into decisions before they're made instead of the day before something has to close.
The takeaway
Nothing in this report is an argument for legal to work faster. It's an argument for legal to stop building contracts for a courtroom 0.7% of them will ever see, and start building them for the business moment that actually happens constantly: something changes, and someone needs an answer in minutes, not weeks.
Design the data first. Add AI second. Decide, deliberately, whether legal wants to lead commercial intelligence, enable it, or hand it to someone else because the one option nobody in this conversation thought was acceptable was doing nothing and letting the CEO stay grumpy.
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