Fun Game

[Late Friday afternoon, Client sends a 150 page contract.  I spend most of the weekend reviewing that contract.  On Monday, Partner calls me into his office.]

Partner:  Client is very cost sensitive – they’ve asked us not to do a line-by-line mark-up of this document; instead, they want us to focus only on revising the liability-related provisions and flag any major issues that we see in the business terms. 

Me:  I’ve done that.  I’ve revised the key provisions and will raise the other business-related issues in a cover note to Client.

Partner:  No, I want you to go back and annotate every provision of the agreement that you would normally edit (but which you can’t due to Client instructions), telling the Client how you would edit that provision if you were authorized to spend the time to do so.

Me:  [Expression of disbelief]

Partner:  Do you think this is overkill?

Me:  Yes.  I don’t think Client actually cares about any of the business issues that we’re flagging – it just wants a document that it can skim quickly and send directly to the counterparty.  Plus, if it doesn’t want to pay for us to actually mark up the document, it probably doesn’t want to pay for me to annotate it.

Partner:  Hmm.  Well, I want you to do it anyway.

[Five hours (which is well over $2,000) later, I finish annotating the contract and send it to Client.  Client immediately asks that I forward it to the counterparty.  Partner calls me from his car.]

Partner:  I can’t believe this!  We haven’t discussed all the issues we flagged!  Is Client upset?  Do you think Client is upset?  I think Client is upset.

Me:  No, I don’t think Client is upset.  I told him that there were notes we’d need to discuss before sending.  He said “Great.”

Partner:  Oh no.  He’s upset.  You need to take out all the annotations right now and have a clean document ready to go.  Also, let’s schedule a call with Client for sometime after 9:00 pm tonight so that we can discuss all the annotations.  That way you can turn the draft and get something to the counterparty overnight.  Do you think that’s a good idea?

Me:  No, I don’t think that’s a good idea.  Nobody’s going to read the document overnight.  Even if they do, it’s inefficient to have them read something that is still going to change.  Plus, I have six other projects for other clients that need my attention tonight – I’ve pushed them off during the day in order to prioritize this project, but I still have to finish them today.

Partner:  Okay, then let’s schedule the call for 9:00 pm and then you can start pulling out the annotations so the document is ready to go as soon as the call is finished.

[I do as instructed.  Client doesn’t want to have a call because he doesn’t have anything to say about the issues we flagged.  Eventually he agrees to have a call midday tomorrow.  What do you want to bet that he’ll acknowledge that we’ve made valid points but say that he doesn’t want to make any changes?  I’ll end up taking out all of the annotations and sending to the counterparty essentially in the form that I first prepared.  Sigh.]