Wondering what to get your business partners this holiday season? Yeah, me neither. The mere fact that I am still present after these yearlong shenanigans is gift enough.
But if you were going to get your business partners something and a crash course in why MFNs are the biggest letdowns since New Coke is out of your price range (I mean, time is money, right? And how many times have you already given that speech?), then consider giving them the gift that keeps on giving.
And one so many of them desperately need.
When I think about the fine art of CYA, I always think of Ronin, one my very favorite (and vastly underrated) heist movies in which a pre-GOT Sean Bean turns to Robert DeNiro and says, “You’re worried about saving your own skin?” To which a smirking DeNiro replies, “Yeah, I am. It covers my body.” Bah-zing.
CYA is Attorney 101. It’s instilled in us early and often from our very first Contracts class: GET IT IN WRITING. Because when the chips are down and recollections fail you, somewhere there is an email that will set you free. Or damn you to the pits.
I never kept a diary as a kid. I find day planners intimidating. But man, do I keep stellar email records. Particularly on deals where I advocated for one thing and the business decided to go in a different direction. Of course, I document that with the partner on copy. Why? Because while I respect the ultimate decision of my partners to make their own (bad, so bad) decisions, I’m not taking the fall for them. If I indicated a clear preference for one course of action based on sound legal reasoning, then if something does go wrong, I’m not going into “the sky is falling, fall to your knees and grovel for your job” mode. I’m more “sweep in and save the day” mode which is a much more advantageous position. Sure, I didn’t cause the problem, but I’m honored to be part of the resolution. And that’s an important distinction — if you like keeping your job.
So, I find it rather surprising that more business partners don’t do this. I find myself asking over and over again if the partner kept notes from that meeting or call. And the responses I routinely get?
“I trust them not to screw me.”
“Sending a follow-up email shows a lack of faith.”
“That’s now how business deals work.”
“Who has time for that shit?”
“I don’t know if you know this, but emails don’t hold up in court.”
I do really love that last one. I don’t know about you, but I love it when my people bizsplain me what’s legal and what’s not…
Gag-reflex-inducing excuses aside, I always take a deep breath (and remind myself to think of my bonus, think of the money) and explain that sometimes it’s not a matter of one side engaging in gamesmanship or bad faith. Sometimes, it’s just the he said/she said/they said one thing and you heard another. It’s the lack of agreement, the ghost of law school classes past — we don’t have a meeting of the minds — looming over a conversation. Or, if I’m in a rush, I just tell them that memories are fleeting, but emails are forever. I also use that same explanation for why we don’t document certain things. I’m a contradiction, wrapped in a Snuggie, with law school loans to keep me warm.
But, just think of what a better, less whiny world we’d live in if our business partners bothered to document their conversations once in a while. Think of the time we’d save if business partners would exercise an ounce of self-preservation.
I’m just saying, be the change you want to see in the world. Give your business partners the gift they really need this holiday season.
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.