Despite having never served in the armed forces, my former GC was inordinately fond of military expressions, usually involving insurrections and rebellions. But chief among them was his fervent assertion that when something was of utmost importance, he was ready to die on that hill. Of course, his sense of what constituted an issue of utmost importance ran the gamut from SEC financials disclosures to the brand of Caesar dressing our cafeteria served.
Now, while I’ll admit that I enjoyed the way his brows knit together as he informed us in a grim, but resolute tone that he would be dying on the hill that day, I always thought the sentiment was a little much. And to be frank, having always been of the mind that as long as the course of action proposed wasn’t illegal or unethical, the business will do what the business will do, regardless of whatever carefully crafted legal advice is offered, I wasn’t sure what was the point of getting so worked up.
Of course, the one time I dared suggest that maybe, just maybe, he was overreacting a smidge, my GC looked down at me like a bushy-browed Zeus lording over his poor, wretched mortals from atop Olympus, and told me that someday I’d understand that it was the principle of the thing.
Uh-huh. See, having spent quite a bit of time around business partners, you pick up this unique talent for sniffing out bullshit a mile away. And this was bullshit. I don’t care who you are (unless you’re Atticus Finch, and then by all means, get on with your bad self), if your best comeback as an in-house counsel is it’s the principle of the thing, you’re in trouble.
Well, it was all fun and games, my former GC and his quirks. Yes, it was all fun and games until Procurement suggested that we dismantle our document management system in favor of their new contract platform.
I saw red. I tasted red. I breathed and typed and emailed red. IN ALL CAPS. Who the heck did Procurement think they were making decisions for all business functions as to where contractual documents were not only stored but drafted? Plain English? Procurement would have the ability to change drafts without Legal being notified. Gone would be the chance to help determine the right form so we didn’t end up with a construction contract on a form for off-the-shelf goods. Gone would be our ability to hold back an internal draft while working out a tax issue that might tank the deal.
Anarchy, friends. I didn’t see red. I saw anarchy. That’s a color in the Crayola box, right?
Oh, fine. There was an honest-to-goodness hill — no, make it a mountain — that I was willing to — again, no. Just no. It’s still a morbid expression. Instead, I found myself hearkening back to that ubiquitous mid-2000’s Fall Out Boy track. And trust me when I tell you that sugar, I was going down swinging.
Now, the point of this story isn’t about how I thwarted Procurement (although to be clear, I thwarted them. I wouldn’t be telling this story if I crashed and burned. Because who wants to be that kid at the party?) The point, dear reader, is that this move by Procurement incensed me in a way that I had never been fired up, more so than being lied to by legions of fresh-faced salespeople on the regular. More so than having my cred repeatedly questioned because I have lady parts. Even more so than that time the VP of HR kept writing the word “irregardless” into my drafts.
I know, I know. Some of you are probably thinking right now, what’s the big deal, Thrace? It’s a freaking software platform, you control freak. Embrace change. Adapt or die.
I tried. I really did. I did a deep dive on the platform. I thought about it in the shower, on my drive to work, even on the all-sacred “do not talk business to me or even look at me while I’m sweating” gym treadmill. And finally, I knew what the GC really meant. It wasn’t the principle of the thing. It was the thing. Allowing this project to go forward as proposed would mean altering the way we partnered and negotiated all of our contracts, while potentially sacrificing the checks and balances we built into the process. And I wasn’t up for it. It was something I was willing to throw everything I had against it. There was swinging. So much swinging.
And in the end, my former GC was right. But please don’t tell him. Because it’s the principle of the thing.
Kay Thrace (not her real name) is a harried in-house counsel at a well-known company that everyone loves to hate. When not scuffing dirt on the sacrosanct line between business and the law, Kay enjoys pub trivia domination and eradicating incorrect usage of the Oxford comma. You can contact her by email at KayThraceATL@gmail.com or follow her on Twitter @KayThrace.