June 09, 2005

Today, my hands are tied

Today, I would like to write about work, sort of as an outlet for the frustrations creeping up over the edge of desk and jumping into my coffee while I'm not looking.

But I can't.

I cannot write about how annoying it is to have two different sets of lawyers between me and my client, both sets thinking it's ok to modify my firm's retainer agreement. It isn't. Neither of you idiots understand the intricacies of my firm's retainer. You may be good bankruptcy and corporate lawyers, respectively, but you aren't litigators. Your suggestions contravene the rules of ethics, the disciplinary rules, and the Rules of the Appellate Division, First Department, of the Supreme Court of the State of New York. This is a big ass case these idiots are potentially pissing all over. I wish I could write about it.

I cannot write about how much fun it is to be caught, with my cousin, between my father and my uncles and attorneys in two other states as the family attempts to put together a shareholder agreement for a family concern. This is way too annoying. Let me content myself with this, because I actually feel myself physically getting angry, a buy out provision in a shareholder agreement that calls for an accountant to value the interest being bought out at generally accepted accounting principles (mostly meaningless, by the way) but lacks a requirement that the corporation's books and records be kept in accordance with GAAP is downright dangerous. I think that this is going to make people very unhappy.

Getting into a business with your family presents issues that don't exist in most negotiations. There are sensitivities and sometimes grudges that have to be taken into account. The agreement will be less than perfect and all will have to trust to the good faith of everyone else. That shouldn't be a problem, but you never know. Ultimately, as I tell my corporate clients, a corporate agreement or contract is only as good as the people signing it, no matter what any lawyer tells you about how iron clad the protections are.

Trust, my friends. Without that, you're already f*cked even before you sign the contract. With it, you may not be f*cked until later.

Sure is ugly here in my office today. I'm going to throw away the rest of my coffee and see if I can get rid of some of my frustrations with it.

Posted by Random Penseur at June 9, 2005 10:48 AM

A Virtual Hug for you my friend.


Hope that helped!

Posted by: Wicked H at June 9, 2005 11:38 AM

Did you have to go and use the "T" word, RP? Did you? Damn, son, now my head's all messed up again and I thought I'd had it figured out.

Not your fault...just PMSing...

Posted by: Howard at June 9, 2005 02:20 PM

I was only trying to HELP. Honest!!!!!

Posted by: Wicked H at June 9, 2005 03:58 PM

I have come to believe that trust and contracts were mutually exclusive.

I once worked as a temp for an "Estate Specialist" attorney that was the creepiest man on the f'n planet. And you know, that image has stuck with me. I can't help it. So I sympathise. Why is it that everyone is COMPELLED to re-write EVERYTHING? This I loathe about the legal field.

More sympathy: Get everything in writing. And I'm saying this from my own perspective -- because I'm particularly pissed off at the car dealership that sold us our new Beetle. Reneging bastids.

I'm hoping that the coffee replacement and the semi-rant helped. This one sure helped me. :)


Posted by: Margi at June 9, 2005 05:28 PM

Lordy, Legalese makes my brain hurt..

Doing it for a living would no doubt have me contemplating a gainer with a half-twist straight off the tenth floor.

I feel your pain..

Posted by: Rob at June 9, 2005 08:26 PM

Not only did I understand completely what you wrote, I empathize. Especially with the second situation, where I refused to sign until several issues, (one being similar to the example you pointed out) made me weary enough to be assertive. Having worked with lawyers a better part of my life (since I'm related to so many), helped me stand my ground.

One of the lessons I learned from them was that trust gets you to the bargaining table and can be a basis for a good agreement, but not even the contract can protect you if you or the other party don't act in good faith.

I now how tedious the back and forth can be. Good luck with it all!!!

Posted by: Michele at June 10, 2005 12:39 AM

We try to anticipate every possible scenario in our contracts to ensure that they are fair to both parties and cover every eventuality we can think of. We tailor each contract to each job depending on conditions. But the bottom line is, I ALWAYS trust my gut to tell me whether I,m entering into a relatively painless agreement or whether I'm going to get screwed. My instincts have yet to fail me. So yeah, trust is a HUGE part of contractual agreements no mat6ter how careful you are. Have a better afternoon!!!!!

Posted by: Mark at June 10, 2005 07:52 AM
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