It’s important not to lose control when you’re negotiating a contract. I’m not talking about losing your cool, but staying on top of contract versions. Here’s an example from my professional youth:
I was negotiating a contract for a large company during my first or second year of practice. There was a lot of back and forth between the lawyer on the other side and me with contract drafts being sent both ways over a period of weeks. Suddenly, I realized that I’d completely lost track of which draft was current and that I’d made revisions to the wrong draft some point along the way, creating a confusing mash-up of old, intermediate, and new contract language. I had to call opposing counsel for help — a bit embarrassing, to be sure.
Documents, documents, everywhere
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Ken Adams posted recent email correspondence with a young in-house lawyer who wrote asking for practice tips. Fresh out of law school and assigned to a one-man legal office in a foreign country, he’s about as isolated and self-sufficient as the Curiosity on Mars.
Several seasoned commercial attorneys who are regular contributors to the discussions on Ken’s The Koncise Drafter blog, including Chris Lemens and Mark Anderson (the proprietor of IP Draughts), responded with excellent advice. I’d recommend clicking over to the post and taking a few minutes to read the comments.
I don’t feel that I can add much to the exceptional answers on Ken’s blog to the young lawyer’s specific questions, but here are a few tips I’d offer to any young corporate lawyer:
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Legal triage is an everyday part of business. It’s rarely anything so dramatic as the action you see on TV hospital dramas, but businesses constantly have to decide which legal issues are critical, which are important, and which can be put off for a while — or even ignored altogether.
I’ve often advised people to give important contracts special attention. That might mean a full-blown negotiation with rooms full of lawyers and business negotiators, bland pastries, and tubs of Red Bull. But sometimes it’s sufficient to have an executive higher on the corporate org chart read the contract closely and consider the pros and cons of its terms.
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The China Law Blog is a must read for anyone doing business in China and it’s a good read for anyone doing business anywhere. It’s going into its seventh year of publication—that’s a long time in dog years and an eternity in blog years—yet it’s still fresh and interesting.
Dan Harris and Steve Dickinson co-author the blog, which is published by Seattle law firm Harris & Moure, where they both practice.
This description of the blog from its “about” page gives you a good feel for what to expect from the blog and the practical nature of the posts: [click to continue…]
Pop quiz: You work for a title company. During a routine audit of your closed files you discover that a lien release is missing from a deal that closed a few years ago. Without the lien release your customer’s house remains subject to a lien granted by the residential developer who sold the lot to your customer. Do you (a) request a lien waiver to make sure things are in order or (b) let sleeping dogs lie?
I’m not going to tell you what I would do, but a recent case decided by the Missouri Court of Appeals (Melson v. Traxler) dealt with just such a scenario. [click to continue…]
In his lesser-known recent opinion in which ostriches make an appearance, Judge Richard Posner of the U.S. Seventh Circuit Court of Appeals considered whether a memorandum of understanding and a letter of intent formed binding contracts. As you might have guessed from this post’s title—which is a quote from the opinion—the answer was no.
(In his better-known ostrich opinion, Judge Posner benchslapped one of the lawyers arguing before the court for disregarding precedent that was detrimental to his case. The opinion, in which Judge Posner compares the lawyer to an ostrich with his head in the sand, is complete with pictures. See this post at Above the Law for the picture of man in suit with head in sand.) [click to continue…]
Bloomberg reported yesterday that Groupon has been accused in a lawsuit of altering emails containing agreements with merchants after both sides had accepted the terms. See the complaint here.
The plaintiff has accused Groupon of intentionally altering contracts after the fact (“Unbeknownst to Plaintiff and the other Class members … Groupon accesses its merchant-clients’ emails containing the Merchant Agreements while those emails are in post-transmission electronic storage and alters the content of those emails.”). [click to continue…]
The billable hour is bad for your law business. It’s also bad for your career, it’s bad for your clients, and, yes, it’s bad for your soul.
The billable hour is the basic economic unit of most corporate law firms
From the traditional law firm perspective, billable hours are what they sell. Sure firms advertise the skill and pedigrees of their lawyers, the depth and breadth of their practice areas, their geographic reach, their success stories, and their best clients. (And, of course, every law firm is responsive, cost-effective, and client-centered.) [click to continue…]
How can you increase communication and mutual understanding between contracting parties? In a comment to this post in Tim Cummins’s Commitment Matters blog, Dick Locke of the Global Procurement Group states, “The most important method is to minimize the amount of your contract that lawyers write.”
I was stunned when I read that. If it’s true, it’s a sad commentary on the performance of commercial attorneys. [click to continue…]