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May 09, 2008

How To Earn Undying Loyalty From Business Clients (Part 1) - Guest Blogger Anita Campbell

I have had the amazing good fortune of becoming 'friends' with Anita Campbell of SmallbizTrends and she graciously agreed to guest post here on a topic which is dear to her heart (as a former GC), writing contracts for real people, not court. She now runs a small business at Small Business Trends (www.smallbiztrends.com).

How to Earn Undying Loyalty from Business Clients by Standardizing Contracts and Writing in Plain English

Having been a lawyer for many years and later moving to the business side, I have gotten a taste of my own bitter medicine. 

I have come to realize how frustrating the standard operating procedures of many lawyers can be to small business people.  I learned that with some changes and adjustments, the process of lawyer and client working together could become mutually-respectful, instead of painfully slow, laborious and frustrating.  In this article, I’d like to share some thoughts about how you can earn your small business clients’ loyalty and make for a more enjoyable time practicing law.

Let’s start by taking a look at what every client dreads – going to your lawyer for what you think will be a simple contract, only to end up with the “contract from hell.”

What is a Contract from Hell?

A contract from hell:

  • Requires 25 years of schooling to comprehend.  A typical “legalese” agreement may require a reading level of 25 years of education! Too bad almost none of us have a 25 th grade education. 

  • Uses words like “whereas” and “heretofore” and similar adverbs. If you manage to conduct business in real life without such words ever passing your lips, why do you need them in a contract?

  • Has more than 5-7 defined terms.  Lawyers love defined terms in contracts.  In moderation they can make a contract clearer and shorter – you don’t have to use as many words to keep describing the same thing.  But over-use them, and the contract becomes indecipherable.  Nothing makes a contract harder to understand than stopping to look up a defined term every 20 words.  No, I take that back – there is one thing that makes a contract harder to read:  putting defined terms within the definition of other defined terms. 

  • Has multiple exhibits attached.  Does any contract short of a multimillion dollar Wall Street transaction really need 5 exhibits or appendices?  Exhibits can make it easy to amend a contract or include regularly changed information or numerical formulae.  But anytime you have to stop and refer elsewhere in a document, it interrupts concentration. Plus, exhibits have a disastrous tendency to either (a) not get filled out properly, or (b) come loose and get lost in the backs of folders and on fax/copy machines.

  • Leads to avoidable litigation.  The contract from hell is virtually useless as a business document, because non-lawyers cannot understand it.  It goes into a file, never to be seen again. If you want to get your clients involved in litigation, go ahead and write contracts so complex that your clients inadvertently violate them. 

So, What is a Better Contract?

Having told you some of my pet peeves as a small-business person around contracts, you’re probably wondering, what makes a good contract from the client’s perspective?

(Part II will be featured here on Monday, May 12th. )

* * * * *

Anita Campbell is a former General Counsel who now runs a small business at Small Business Trends (www.smallbiztrends.com).

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» The Contract from Hell Have You Ever Experienced It? from Small Business Trends
Have you ever contacted your attorney to prepare what you think will be a simple contract, only to get snared in a situation that feels like an episode of the Twilight Zone? You know what Im talking about.  Youre imagining it as a simple... [Read More]

Comments

Anita Campbell

Thanks, Susan, for the opportunity to become part of your community.

Anita

Susan Cartier Liebel

Our arms are wide open. :)

PerGynt

A good contract from the client's perspective is a contract that a judge understands and agrees with. The judge is your end user. Write for her eyes.

Susan Cartier Liebel

Per, why not write for both? Writing a contract your client understands doesn't preclude the judge from understanding.

But written well, may prevent the judge from ever having to get involved in the first place.

PerGynt

So far in law school the emphasis has been on using plain language. Aren't all law schools doing that these days?

Legal Andrew

Checking out what other companies are doing to circumvent complex legal language issues is never a bad idea. Sometimes an intent to use plain language isn't always enough.

Susan Cartier Liebel

Per, you go to an exceptional law school, I would say. Unfortunately, common is sense is not so common, right?

New York CLE

This is an amusing and informative article. Part 2 was just as good, thank you very much for the information.

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