I decided to write this piece because the last few years have taught me quite a lot about representing the “common” salt-of-the-Earth types that really make this world go around - the “solo-preneur” who often has a “real” or side job, or has invested their modest life savings into make a dream come true; or perhaps two partners operating out of a “garage” (or the NYC equivalent), and so forth. Previously, most of my experience was gained working in large multi-billion dollar sophisticated enterprises with vast resources and many co-workers upon which to rely. And, what I learned was there are big differences between the needs and wants of these clients. Conversations with my colleagues have confirmed my experiences.
I thought it might be useful to share them with my readers: for fellow attorneys soon to embark on private-client representation, this will enable you to be more sensitive to the needs of your clients. For business folks out there, this may help you understand the perspective of your counsel, if the sometimes seemed overly concerned with “details.” Either way, I hope to continue to bridge the gap in understanding between lawyer and client.
Disclaimer: The following information does NOT constitute legal advice and is only for general educational purposes. Each situation is different and specific legal issues usually require additional research and investigation, so do not rely on this article to address a particular legal issue; use this as a starting point to gain a general understanding.
Large clients tend to want complete representation. They aren’t just interested in the task at hand. They often want to know what the implications … and … ramifications of the task will be. So, for instance, it never is “just draft this contract with the new business venture.” It’s let’s assign Team A to draft the contract, Team B to examine the regulatory affect on our business, Team C to ensure there are no environmental problems and Team D to ensure there are no past fines and violations that concerns us. Then we get all these people together and regularly trade notes and discuss the problems (and opportunities!) of whatever they are doing.
Now, not all projects involve this many “teams” and many places don’t have, can’t afford, or won’t pay for separate lawyers, let alone teams, to do all this. However, you can bet, even it’s one lawyer doing the deal, that lawyer will play the part of Team A-ZZZZ, doing whatever it takes to examine and exploit all these issues to the defense and benefit of the client. Unless it’s just a run of the mill contract with the same client or type of client, rarely will it ever be, “just work on this and don’t worry about the big picture.”
Small clients seem focused more on the task and task only. Respectfully, many times this is because business people either (1) only know what they know about their business or transaction and don’t lie awake all night thinking about nightmare situations the way lawyers are trained to do (thanks law school, I didn’t need to sleep anyway) or (2) because they are so focused on their transaction they prefer to make it happen rather than focus on the many potential reasons why it can’t happen. If you try hard enough, you can kill any deal.
Neither of these approaches are wrong, and it really revolves around priorities, appetite for risk, complexity and budget. But that is a common difference.
Similarly, many small clients hire the corner lawyer, because often harried and overworked, the solo practitioner attorney adopts a “down and dirty” approach. I have seen solo lawyers take a contract, 20 pages in length, read it at a blistering fast pace, marking it in a red pencil like kindergarten from the 1970s, and fax it to opposing counsel who returns the favor, making strikeouts and comments like “stet” or “no!” next to it. Sometimes, you can barely make out the final agreement before it is signed.
Large companies would never tolerate that, at least not for something very important or valuable.
Their lawyers read every word and comma, contemplate multiple meanings of sentences and think about it before editing. It can be very time consuming. Everything is done on MS Word with Revisions enabled or similar software. Multiple versions are tightly tracked. Final documents are “compared” with software and painstakingly read three times, sometimes by another lawyer, to ensure no errors were accidentally made. A misplaced word can make all the difference, and there are cases where an unclear contract worth millions was decided by punctuation. Really, it’s not a joke.
If you operate a small business and you have the good fortune to hire a lawyer who had high level experience in the past, don’t be discouraged by their attention to detail. You are getting your money’s worth.
Large companies want to know the answer as sure as they can. They don’t want to hear from their lawyer, the answer is “probably” unless that’s a sober assessment made after pouring over dozens of cases and treatises on the topic. My experience has shown me small business people don’t really care (no offense). They just want to know, can I do it, is it legal, will I get in trouble, and will I get paid. Lawyers representing small clients rely on experience to answer these questions rather than legal investigation. Now, a lawyer with enough experience may very well give you answer as good as or better than a young associate who looks it up in the library. But the point here is that a large company will want both; a small company will usually just lean on the opinion of their counsel whether backed up by recent facts or not.
4. Good Enough Not Perfect
Closely related to the issue of Research is small clients tend to want it “good enough.” Can the deal go through? Do we have the bare minimum necessary to make this work? Yes, awesome. Large clients want it perfect. No typos, no errors, no run-ons, good punctuation, protect my rights, screw the opposite side if they screw me, make sure it’s enforceable, pretty, and put a bow on it. Again, this usually manifests itself in the lawyer shrugging their shoulders and saying, “yah, it’s fine” to the small client, as opposed to hitting the books for 5-20 hours and makes sure for the larger one.
Come on, you knew we were going to talk about this. This really governs all the above, except for time. Large clients, while more and more price conscious in the last ten years, are willing to pay - big bucks if necessary - to take care of everything I wrote about. Their only constraint is time, that is, if a deal needs to go through next week, they are willing to compromise on the factors I discussed. Small clients usually care *most* about price. They don’t really care about quality. They don’t want to admit that, but it’s essentially true. They just want *some* legal assurance, they don’t care if it’s perfect, and they most certainly aren’t going to frame it on their wall, so they don’t care if the sentences are grammatically correct as long they feel it protects them from getting hurt and assures they will get paid.
That’s my round up? Did I miss any? Feel free to let me know!