PhD Contracts

Every now and again I come across a PhD contract.  A PhD contract is a contract that is so complicated that you need a PhD to understand it.

Some people might say: “it doesn’t matter, just sign the contract, put it in a drawer and forget about it”. And that might work okay for one-off transaction contracts – buying or selling assets, say, or buying and selling companies (up to a point) – but it doesn’t work so well for contracts which involve a longer-term, service-based relationship.

I’ve written before how contracts are not primarily legal artifacts – they are simply a means by which people write down what’s been agreed – and clearly a PhD contract is unlikely to fulfil that function well.

But there’s a more unsettling element to PhD contracts. If competence is the ability to take something complex and explain it simply, then a PhD contract suggests that the people who put the contract together were not competent. And, in practice, that means two things.

• either the commercial basis of the deal was never fully understood, or

• the commercial basis was understood, but the people involved weren’t sufficiently skilled to express it in simple terms.

Or both. Either way, it’s not a good position for anybody.