Sometimes I am amused by my colleagues, all of whom are wicked smart. Here is the comment made by one of the senior guys when he changed a "will" in a letter I drafted to a "should".

I want it to be unclear whether it is "should" in the normative sense or "should" in the predictive sense.

Are we all clear?

I walked out of his office with a small smile on my face. The games we lawyers play sometimes.

Posted by: Random Penseur at 03:44 PM | Comments (9) | Add Comment
Post contains 94 words, total size 1 kb.

1 Heya lawyerman This is off topic but what do you think about this ruling in Connecticut about the Supreme Court ruling 5-4 in favor of eminent domain, favoring the Pfizer corporation? Worldchanging.com - Land rights hits home

Posted by: Oorgo at June 23, 2005 05:31 PM (lM0qs)

2 Wicked smart or just wicked? (Certainly elegant.) If it were a contract, no doubt it should (normatively and predictively) also be armed with the clause that suspends the interpretive rule of ambiguities being construed against the drafter. Only a lawyer would, indeed...cheers.

Posted by: Chan S. at June 23, 2005 06:02 PM (7kycG)

3 Oh, you whacky lawyers and your knee-slapping sense of humour!!!! I am not ashamed to admit that I don't get the joke. Would you like to hear a construction-oriented joke? Liuke the one about the guy who ordered Low-E glass instead of regular glass in his windows? It's a real scream!!!

Posted by: Mark at June 23, 2005 10:20 PM (eE0oW)

4 Dare I ask how much you charge an hour to deal with this sort of thing?

Posted by: Kathy at June 24, 2005 10:54 AM (yCuZO)

5 I for one am all about the "wickedness"

Posted by: Wicked H at June 24, 2005 12:08 PM (BQhBn)

6 I would have just thrown a thesaurus at him. xoxo

Posted by: Margi at June 24, 2005 01:14 PM (nwEQH)

7 LOL Funfun. By the way, my new blog is at www.confuzzled.nl Hope you come look!

Posted by: Hannah at June 25, 2005 03:24 AM (DlnyL)

8 Great, now I really feel like an idiot. Can I get in on the joke, too?

Posted by: Mark at June 25, 2005 10:29 PM (DL/ki)

9 I just want to know what the original sentence was just for to find out how the normative and predictive senses of "should" make a difference to that particular sentence. If you wrote "will" then you obviously meant the predictive sense. Why does your colleague want it so foggy? Can you tell us? Can ya, huh?

Posted by: Tuning Spork at June 30, 2005 12:05 AM (xs9jx)

Hide Comments | Add Comment

Remember my post from two days ago, about how a strong finish can redeem a whole bad day? It's two posts below this one, if you don't recall it. Well, I was wrong, sometimes your bad day/week can overwhelm your ability to finish.

I'm not really sure where this post is going. All I know for sure is that this has been a very difficult week. I have swung between two opposite poles -- one really enjoying what I do and one loathing what I do so much that I almost walked out (no joke).

Enjoying: it is beyond cavil that it is great fun sitting for three hours with a finance professor who is on everyone's short list for the Nobel Prize and parsing a complicated multi-party international economic transaction in order to stress test your assumptions at each step of the transaction in order to conclude that the transaction was a fraud, ab initio. Seriously. I love that. It was a mix of practical mechanics and theoretical finance conducted at a pretty high level. High enough to make my nose bleed. This was a part of my yesterday. The day before was spent in meetings with the possible plaintiff and his lawyer, the guy who referred the case to me. I feel a smidgeon of guilt for taking their money since it was so much fun, I'd have done it for free.

Detesting: there may have been a mistake made by co-counsel in a case I have. I did not catch the mistake and it may result in great unhappiness. Certainly, I feel like shit. I think it is fixable, but still, there will have to be some quick dancing and some interesting decisions. I have no idea how it will come out. I do know that I have not been very happy about it. How unhappy? Verge of quitting unhappy, anxiety attack symptoms unhappy, heart pounding unhappy (not exaggerating at all), bottom dropping out of stomach unhappy. Why? What if it wasn't a mistake on his part, what if we were getting set up to take a particularly nasty fall? And I didn't catch it. I have been running to try to fix it, but still, there are times and this week is one of those times, I really do hate my job.

Quite the dichotomy, no?

Posted by: Random Penseur at 04:14 PM | Comments (6) | Add Comment
Post contains 402 words, total size 2 kb.

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 10:48 AM | Comments (7) | Add Comment
Post contains 418 words, total size 2 kb.

1 A Virtual Hug for you my friend. {{{{HUG}}}}} Hope that helped!

Posted by: Wicked H at June 09, 2005 11:38 AM (iqFar)

2 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 09, 2005 02:20 PM (vYCZY)

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

Posted by: Wicked H at June 09, 2005 03:58 PM (BQhBn)

4 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. Love, m

Posted by: Margi at June 09, 2005 05:28 PM (nwEQH)

5 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 09, 2005 08:26 PM (Gkhif)

6 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 (ht2RK)

7 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 (otuY5)

Hide Comments | Add Comment