Skip to main content

The BUSKLAW April Newsletter: On the Foolish Tension Between Lawyers and Business Folks

From my colleague Mark Grossman comes this joke (just in time for April Fool's Day):

A man in a hot air balloon is lost. He reduces the balloon's height and spots a man below. He shouts, "Excuse me, can you tell me where I am?"
The man below says: "Yes, you're in a hot air balloon hovering at 30 feet."
"You must be a lawyer," says the balloonist.
"I am," replies the man. "How did you know?"
"Well," says the balloonist, "everything you have told me is technically correct, but useless."
The man below says, "You must work in business."
"I do," replies the balloonist, "but how did you know?"
"Well," says the lawyer, "you don't know where you are, or where you're going, but you expect me to be able to help. You're in the same position you were before we met, but now it's my fault."

This joke illustrates the all too common (but foolish) tension between lawyers and business folks. Lawyers are trained to draft contracts in contemplation of "what if" scenarios, even if there is a good chance that they won't happen in the real world. Business folks just want to get the deal "papered," i.e., the contract signed, the product or services delivered, and payment received. But lawyers can make life so much easier for their business clients (and vice versa) if each tries to understand - and account for - what motivates the other. And it's not rocket science

Business folks must understand that lawyers exist to protect their corporate clients from unreasonable business risk resulting in economic or reputational loss. And even if you are the company's CEO, founder, or chief cook and bottle washer, you need to understand that I as your lawyer don't represent you; I'm ethically obligated to represent the company as a whole. So you may tell me not to negotiate that beneficial risk-shifting indemnity clause because the deal has to be inked today, and I may respond that I have to because a good indemnity is in the company's best interest and well worth any delay. And you need to respect that. 

Lawyers must understand that business folks view deals as time-driven so that for a seller, the revenue from the sale can be recognized on the company's books by a certain date; or that for a buyer, the seller's product or services can be provided so the project stays on track. An effective lawyer will exercise their best efforts to get the contract negotiated and ready for signature by the business team's preferred date. And lawyers shouldn't sweat inconsequential contractual details that might needlessly delay getting the agreement signed.

The best way to get a deal done is for the lawyers and business folks to keep communicating from the first day of negotiation to the last. This communication must be both intra (i.e., the legal and business folks representing the company) and inter (i.e., between the legal and business folks on both sides). Fortunately, the internet make this process a lot easier; the ability for lawyers and their business clients to jump on a Skype conference call and mark-up a MS Word document in real time is a good thing. But this assumes that both parties remain motivated to get the deal done, don't play games with each other (as in Donald Trump or Bobby "Axe" Axelrod), and aren't afraid to compromise where they can. 

And each lawyer and their business client must understand - and respect - what makes the other tick. 
If you find this post worthwhile, please consider sharing it with your colleagues. The link to this blog is and my website is www.busklaw.comThanks! 


Sandy, thanks for reading my post and your comment.

Popular posts from this blog

The BUSKLAW May Newsletter: Is There a Moral Imperative to Plain English? Part 1 - Examples

"The man in black fled across the desert, and the gunslinger followed." 

Thus begins Stephen King's epic story of the gunslinger, Roland Deschain, and the popular Dark Tower series of novels describing his adventures. But King didn't have to write this sentence that way; he could have consulted with the typical lawyer, politician, or company PR department first. Had he done so, the sentence may have appeared so:

"The bad hombre who was dressed mostly in dark clothing and running fast across an arid land was pursued by a multi-armed, extremely dangerous, and notorious vigilante."
The difference in these two sentences is clear. King's concise short sentence creates an image that grabs the reader's attention and raises provocative questions. Who is the man in black? Who is the gunslinger? Why is he after the man in black? But the Bizarro World Stephen King sentence - with its ethnic slur, passive voice, ambiguity, suppositions, and superfluous adjectives …

A BUSKLAW Newsletter Aside: Links to My Michigan Bar Journal Plain-Language Articles

Since my retirement from in-house corporate law in 2014, I've written or co-written several articles about using plain-language in contracts for the Michigan Bar Journal. And a new article has recently appeared in the October 2017 issue. But those articles haven't been a lone endeavor in any sense; I've had several plain-language experts give me their input along the way:
Plain English Scholar and WMU-Cooley Law School Distinguished Professor Emeritus Joe Kimblewho invited me to write for the Journal to begin with and has since freely given me editorial advice that not only benefits the particular article du jour but also helps my legal writing generally. And a hat tip to Journal Editor Linda Novak who has put, editorially-speaking, the "frosting on the cake" before publication of these articles. Michael Braem, J.D., Contract Manager of the Michigan State University College of Human Medicine, who has co-authored some of the articles with me. Michael has also becom…

The BUSKLAW March Newsletter: Of Pie and Plain English

I love pie and plain English about equally, although plain English is less fattening. Pie - especially the caramel toffee apple variety - for Thanksgiving is especially grand because afterward, you can eat leftover pie for breakfast without a lot of guilt. And chances are that the rest of the household won't consider pie a suitable breakfast food, so you're good to go. 

Grand Rapids, Michigan, is blessed with an excellent source of pies: Sweetie-licious. Until recently, they had two locations: one in GR's Downtown Market and the other in beautiful East Grand Rapids. I grew up in EGR and still fond of the place. So it was very convenient to journey across town to Sweetie's EGR location to pick up a pie for holidays (or when the pie lust grew to be unbearable).

Because life isn't fair, Sweetie-licious closed its EGR location several months ago. (But mercifully their Downtown Market location is still going strong.) When I sauntered past their empty EGR storefront recent…