Some time ago there was a fellow who I will call Jack. Jack had invented a product and had found a large company to be his partner and finance the start-up of a business to manufacture the product. The business did not do well. The partnership did worse. The day came when a deal had to be struck for the partnership to be dissolved.
Back quite a few years ago, I was out for lunch with one of my associates who for today will be called “Samantha”. We were having a quick meal at one of those sandwich places where you line up at the counter and order your meal and then take it to a table, gobble it down for 15 minutes and get back to work as quickly as possible so that you do not waste too many billable hours.
I attended my first closing of a commercial transaction when I was an articling student. It was a rather large share transaction. The closing started around 2 pm and I imagine that the lawyers thought that they would be done by late afternoon.
It was not to be.
Legend has it that years ago in Toronto there was a law firm which embarked on what was then a somewhat unusual exercise. At the urging of their marketing consultant, this firm surveyed their clients to ask them what they thought of how the law firm delivered its services.
When negotiating an agreement, clients are often happy to hear that the other side’s lawyer is going to do the drafting. They assume that their lawyer will spend less time reviewing an agreement than he or she would have spent drafting the agreement in the first place, and that allowing the other side’s lawyer to draft the agreement will be cheaper for them. Lawyers who are overwhelmed with work, or who are inexperienced, or who are lazy, or who are just not that bright, will readily agree with this approach.