Glossary

A · B · C · D · E · F · H · I · L · M · N · O · P · R · S · T · V · W

A

Anchor

The first figure named in the talks, which holds them near it as an anchor holds a boat. Kestrow’s £140 a van a month was one. Arguing about it keeps it in place, so answer it with a figure of your own. Kestrow’s letter, paragraph 3 · Chapter 6 · see First offer

Authority

A person’s power to agree for the client. Martyn’s authority ends at the limit Polgarrow’s board set. Inside it he may say yes, and outside it only the board can. Preparation Sheet, point 5 (internal) · Chapter 10 · see Limit (walk-away point)

B

Best alternative (BATNA)

What the client will do if there is no deal. Polgarrow’s was a rival garage, at about £120 a van a month once Cornwall is added. Its short name is BATNA: best alternative to a negotiated agreement. Preparation Sheet, point 3 (internal) · Chapter 3 · see Extension, Limit (walk-away point)

C

Concession

What a move gives up, such as a lower price or a longer contract. Give one only in return for something you need. Martyn’s “four years is fine” gave one away for nothing, so Leonie tied it back into a package. Concessions Plan, row 3 (internal) · Chapter 7 · see Package, Trade

Concessions plan

An internal list, made before any offer, of each point the client might give up and what it must get back. Each row is an “if… then”. One row offers four years only if Kestrow opens an electric bay by a fixed date. Concessions Plan (internal) · Chapter 4 · see “If… then”

D

Deadlock

The point where both sides stop moving and each waits for the other. Kestrow held at £125 a van a month and Polgarrow at £115. Two new points, payment in 14 days and a minimum fleet, broke it at £120. December call notes (internal) · Chapter 9 · see Minimum fleet

E

Extension

One more year of the current contract on today’s terms, which clause 2.2 lets Polgarrow claim by notice. It buys a year, not a garage. So it is a safety net while the talks run, not the best alternative. 2027 Agreement, clause 2.2 · Chapter 3 · see Extension notice

Extension notice

The notice that uses the right to the extension. Polgarrow served it by email on 3 December 2029, inside the deadline and with no label, because it must bind. Once served, it binds Polgarrow to the extra year too. Email 7, Polgarrow to Kestrow · Chapter 9 · see Extension

F

First offer

The first figure a side names for a point. Kestrow named £140 a van a month in its letter. Polgarrow answered after the call with £112 and three true reasons, so the talks had two ends. Email 2, Martyn to Jory · Chapter 6 · see Anchor

Full and final settlement

Words that end a claim for good. In the side letter, Polgarrow takes a £400 credit and gives up the rest of its claim to service credits for July to September 2029. Side Letter, paragraph 1 · Chapter 10 · see Side letter

H

Handover note

Your internal note to the lawyer who drafts the new contract. It says what was agreed, why each trade was made and what could go wrong later. It tells the drafter to work from the heads, not the emails. Handover Note, point 1 (internal) · Chapter 10 · see Heads of terms

Heads of terms

A one-page table of the agreed points, from which the new contract is drafted. Some firms call it a term sheet. Polgarrow’s heads are subject to contract and to its board’s approval, so they bind nobody. Heads of Terms, heading · Chapter 1 · see Subject to contract

I

“If… then”

A trade written in one line: if the other side gives this, then we give that. Every row of the concessions plan is one. It makes sure no concession goes for nothing. Concessions Plan (internal) · Chapter 7 · see Concessions plan, Trade

Interest

The need behind an ask. Polgarrow needs its vans back fast, because bread that misses a round cannot be sold. Interests often fit together where positions clash, so write down both sides’ interests before the talks. Preparation Sheet, point 1 (internal) · Chapter 2 · see Position

Internal note

A note that stays inside Hennacott and Polgarrow. It can say what we think the other side meant, as the first call note does in its second column. A note sent to Kestrow records only what was said. First call notes (internal) · Chapter 5

L

Limit (walk-away point)

The most the client will pay or give, and the least it will take. Polgarrow’s board set it: £125 a van a month, £75 an hour, four years at most, today’s service and a bay by a fixed date. It stays secret, but nobody may lie about it. Preparation Sheet, point 5 (internal) · Chapter 3 · see Authority, Mislead

M

Minimum fleet

A promise to pay the servicing charge for at least 70 vans a month, however many vans the client runs. It costs Polgarrow nothing while it runs 80. If the supermarket round ends, it could pay for vans it no longer runs. Heads of Terms, row 6 · Chapter 9 · see Deadlock

Mislead

To lead someone to believe something false. Paragraph 1.4 of the SRA Code of Conduct for Solicitors forbids it, and it also forbids going along with a client who does it. So you may keep the limit back, but never invent a quote or a limit. Preparation Sheet, point 7 (internal) · Chapter 3 · see Limit (walk-away point)

Move

Any new offer by either side. Warm words and hints are not moves, so they get no row in the moves log. After a move, wait for the other side’s next move before you move again. Moves Log (internal) · Chapter 7 · see Concession, Moves log

Moves log

An internal table with one row for each new offer by either side, in order. Its last column says what the other side gave in return, or “Nothing”. Leonie and Martyn plan each next move from it. Moves Log (internal) · Chapter 7 · see Move

N

Nothing agreed until everything is

A rule that no single point is settled until every point is. Each side can then try an offer without losing it for good. Leonie’s email 3 set it for the whole talks. Email 3, Leonie to Jory · Chapter 7 · see Package

O

Open letter

A letter not marked “without prejudice”, so either side may show it to a court. The side letter on the credits is one. The letter itself is the settlement, so nobody argues later about what the talks settled. Side Letter, heading · Chapter 10 · see Side letter, Without prejudice

Open question

A question that cannot be answered with a yes or a no, and often starts with “what” or “how”. “What would a five-year contract let you do?” brought out Kestrow’s real need, an electric bay. Preparation Sheet, point 6 (internal) · Chapter 5

P

Package

Several points offered together, so that none of them stands alone. Leonie offered four years only in a package with an electric bay open by a fixed date. Email 3, Leonie to Jory · Chapter 7 · see Concession, Nothing agreed until everything is

Position

What a side asks for, such as Kestrow’s five years. A position can only be granted or refused. Ask why it is asked, and you find the interest behind it. Kestrow’s letter, paragraph 5 · Chapter 2 · see Interest

Preparation sheet

Your internal paper for the talks, checked by Leonie. It holds both sides’ interests, the best alternatives and the board’s limit. It never leaves Hennacott and Polgarrow. Preparation Sheet, heading (internal) · Chapter 2 · see Interest, Limit (walk-away point)

Price notice

Kestrow’s yearly notice under clause 9 of the current contract, raising its prices by no more than inflation. Clause 9.3 then gives Polgarrow a month to leave. So Kestrow never sent one, and its prices have not changed since 2027. 2027 Agreement, clause 9.1 · Chapter 2

R

Renewal

A new deal between two businesses that already work together, made as the old contract ends. Here Polgarrow, a bakery, renews its contract with Kestrow, the garage that services and repairs its vans. Kestrow’s letter, heading · Chapter 1

S

Service credit

A £100 credit off Polgarrow’s bill for each working day a van is late back with no replacement. For July to September 2029, Kestrow gave 3 and Polgarrow claimed 6 more. More than 10 in 3 months would let Polgarrow leave. 2027 Agreement, clause 1.1, “Service Credit” · Chapter 3 · see Full and final settlement

Service level

The supplier’s promise on how fast it collects, repairs and returns a van. Kestrow must return a van within 2 working days or lend one free. Polgarrow’s variables table marks service levels “Never traded”, for every van. Issues and Variables Table, row 10 (internal) · Chapter 4 · see Variable

Side letter

A short letter, beside the main deal, that settles one point. Polgarrow’s settles the credits dispute at £400. It binds once both companies sign, even if the new contract is never signed. Side Letter, heading · Chapter 10 · see Full and final settlement, Open letter

Subject to contract

A label meaning that nothing binds either side until the new contract is signed. Kestrow’s letter and every email about the new contract carry it. It holds only while both sides act as if nothing is agreed. Kestrow’s letter, heading · Chapter 1 · see Without prejudice

T

Trade

Giving up one point to get another back. The best point to give costs your client little and is worth a lot to the other side. Payment in 14 days was such a point for Polgarrow. Concessions Plan (internal) · Chapter 4 · see Concession, “If… then”

V

Variable

Any point of the new contract that can move, such as length, payment or an electric bay. The variables table gives each one a row and prices it twice: what it costs Polgarrow, and what it is worth to Kestrow. Issues and Variables Table (internal) · Chapter 4 · see Trade

W

Without prejudice

A label for talks that try to settle a dispute. If the dispute reaches court, neither side may show the court what was offered. Leonie used it only for the credits dispute, never for the talks on price. Email 6, Leonie to Jory · Chapter 8 · see Open letter, Subject to contract