#2 This is a Contract

I've spent the past 2 months working on this contract. Contracts cost $$ to get produced, like most things do. We're dating business partners right now and this is the marriage license. This isn't what I thought I'd be doing when I was 43. Life is quite interesting that way.

Actually, contracts are somewhat intriguing. It’s one of the things I’ve actually enjoyed about this adventure of owning a business. There's some elegant writing in most of them, and if you need a break from the sheer thrill of cold calling, believe me, there is always a contract that needs reading.

The first section of this particular contract after the opening paragraph is entitled “Article 1. Background and Definitions.” The last, simply stated, is “10.5 Entire Agreement”. That is sort of the boilerplate ending section for most contracts. After that, two signature blocks at the bottom for everyone to sign-off.

So as a grown-up, I’m learning a great deal about contracts and the patience, the incredible patience, that is required in taking the time up-front to do them right. As with marriages, sometimes business relationships unfold. You open the filing cabinet, dust off your contract and hope and pray you did it right, that your now ex-partner didn’t push you too hard to put in that section about a pay-out and that you had the wisdom to listen to your counsel. (That’s a word for lawyer or attorney, by the way. Just like in the movies. As in, “Let’s check with our counsel on that,” in which they reply, “That will be $250.”)

And yes, we have way too much counsel right now. I am thinking the next time I have to pee I will need to first consult with the Pee Counsel. I am exaggerating but not a whole lot… employment law counsel, trademark counsel, corporate counsel, tax counsel, patent law counsel… Sometimes I imagine that they all get together in their fancy offices, throw our money up in the air and laugh hysterically that we’re still falling for the same racket after all these years.

Anyway, I wish I could say I’m doing things right this time and it is just going to work out swell with our new partners but the reality is, we’ve learned this the hard way. We had a contract with a former partner that had language we didn’t understand but didn’t take the time to figure it out. Part of this is because obviously when you’re doing a contract, there is a reason. Usually, money is involved. And time. And therefore, pressure. So you’re pressured to get it done fast and in this instance, we did. As that partnership deteriorated, we got to face two years of nasty exchanges that ultimately involved even more new counsel (litigation counsel, arbitration counsel…) who found ways to charge even more insanely high hourly rates. We are hoping we’ve learned our lessons this time.

These are nice folks, these potential partners, who seem interested in just doing a good deal and making money. Honest, through the front door, straight-up. I can live with that so I’m taking the time to do this contract because I think in the long run, we won’t have to pull it out again to set things straight.

So, my mind is spinning with legalese and I wonder at times, “How did I ever get here?” This isn’t really what I thought I’d be doing at 43, it’s true, but neither was that poor Michael Corleone. I’m watching The Godfather Part ll and you know, he just never got respectable like his wife kept wanting him to. Bedroom shootings, constant threats on his life, then him constantly shooting people which had to contribute to that awful, baggy-eyed look that said, “I am sure am not getting enough sleep around here.” I don’t think when he came back all fresh-faced at 22 from Dartmouth and the military, that he envisioned someday taking over his father’s mafia empire, even if his dad was Marlon Brando. What a helluva midlife crisis to have.

So, I guess my lesson learned is, life sometimes throws you a curve ball and you make the best of it. I didn’t really set out eight years ago to learn about contracts and litigation and employment law but here I am. Actually, I didn’t really set out eight years ago to do much of anything but survive. And I sort of think that’s how it ends up working for a lot of us which I think is much more respectable than most of us give ourselves credit for.

“So, is it a deal?”

“Si.”

Ciao.