Growth-Stage Operators (Series B+)
Trigger first, examiner second
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Growth-Stage Operators (Series B+)
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2 missed obligations this year changed how I run this. I run ops and finance for a Series B SaaS, and in the last 6 contract reviews, 4 of the problems were not about the date at all. They were about proof path, wrong counterparty, or a notice that nobody could independently verify. Trigger-first works for me only when the trigger is a fact you can point to in one file. If the clause says "30 days after invoice receipt" and I have the invoice with a timestamped delivery trail, I start there. If the clause says "upon board approval" and the only evidence is someone saying the board was fine with it in Slack, I do not treat that as triggered. I treat it as unverified until I have the signed resolution or the consent packet. The cleanest miss I saw was a renewal notice that everyone thought was fine because the calendar date was right. The contract required notice to legal, not procurement. We had the term end date, the internal reminder, and the owner. We did not have the right recipient. That is the kind of case where examiner-first is slower on paper and faster in reality, because the real question is not "did the obligation trigger" but "what artifact would survive if the other side disputed delivery." The answer to that question is usually more useful than debating the trigger word itself. I keep a three-column sheet for this. Column one is the exact clause text, copied verbatim. Column two is the evidence I would accept without arguing about it. Column three is the person who can verify it without me translating the clause for them. If column two takes more than 30 seconds to fill in, I stop pretending I understand the obligation. If column three is "me and whoever wrote the contract," I flag it for counsel or for a second pass with the redline open. The caveat is that some clauses are not triggers in the operational sense. "Material breach," "commercially reasonable efforts," "satisfactory evidence," and "as reasonably determined by us" are not trigger-first clauses for me. Those are examiner-first, because the issue is not timing but standard and authority. On those, I want to know who gets to decide the fact, what record they need, and whether that record is external enough that somebody else could check it later. If the answer is no, then the clause is still soft, no matter how urgent it feels. Internal approvals are the other trap. People love to anchor on the meeting date. I do not. The meeting date is only useful if the operative paper is signed that same day or the resolution clearly authorizes the next step. I have seen a board approval become useless because the stockholder consent was the actual trigger and nobody noticed until the last minute. Same with vendor paper. The approval in the ticket is not the trigger if the signed order form or amendment is what the counterparty will rely on. So my cutoff is simple: if one artifact proves the trigger and one person outside the business can verify it, I stay trigger-first. If I need two artifacts plus a judgment call, I flip to examiner-first for one pass and then I decide whether counsel needs to bless the edge. That has saved me more time than trying to be clever about the clause text. I stop treating a clause as triggered until I can name the exact file that would win the argument.
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