One of the more annoying parts of hiring a lawyer is that we tend to respond to perfectly good and reasonable questions with more questions.
A client asks whether they can sign a contract, bring in a new partner, buy a business, or hire an intern. Usually, I need to know a little more before I can give a useful answer. Who drafted the agreement? What are you actually agreeing to? Who controls the company? What happens if the relationship doesn’t work out? What liabilities are you taking on?
I know. It’s annoying!
But I’m usually not asking because I’m trying to avoid answering your question. I’m asking because the first question usually isn’t the whole question.
Clients are understandably focused on getting things done and moving forward. Sign the lease. Onboard the intern. Bring in the investor. Buy the business. Form the company. Part of my job is to think a step or two beyond that. What happens if this works? What happens if it doesn’t? What are we assuming that nobody has actually talked about yet?
A large number of legal problems don’t start because somebody did something wrong (not at OG+S anyway). They start because two people thought they had agreed on something when they really hadn’t.
That’s why I ask who owns the intellectual property. It’s why I ask what “50/50” actually means (still, a horrible idea – don’t do it!). It’s why I ask what happens if someone dies, quits, gets divorced, stops showing up, or wants to sell. And it’s why I ask whether the contract actually says what everyone thinks it says.
Most of the time, these questions have easy answers. Sometimes they’re uncomfortable. Every once in a while, though, someone says, “Huh. We haven’t talked about that,” and that’s the question I’m really glad I asked.
Good legal work isn’t just knowing the law or drafting the right language. A lot of it is asking enough questions to find the issue that nobody realized was an issue yet.
So yeah, I’m probably going to keep asking annoying questions… but they’re usually cheaper than surprising answers.
Thanks for reading.