In-House Counsel, Practice Pointers, Rudeness

House Rules: ‘Say Uncle…’

It is that time of year when “A Christmas Story” begins to play on the endless loop left vacant by the old WPIX yule log. The scene I refer to is when Scut Farkus tortures Flick by turning his arm behind his back and forcing him to say “uncle” until Scut and his yellow eyes have had enough. Then he and his toady, Grover Dill, retreat back under the rocks from whence they came.

The Scut Farkuses of the in-house world are thankfully very few and even farther between. Usually, there is at least a façade of collegiality between different counsels representing their respective companies. Sometimes, this collegiality becomes real, and drinks are shared as deals are closed. But, yes, Virginia, there is a Scut Farkus Society.

They are the barely competent; just enough to be dangerous, and they usually somehow hit the lottery and work at uber-corporations whose money we as a company desire. As a vendor attorney, there is always a bit of kowtowing to the purchaser. Sometimes it’s a cultural necessity, but more often than not, it is a factor of needing the business. But everyone has a breaking point, yes, even me….

I have a reputation for being levelheaded and finding a path to closure, no matter the challenge. Please, don’t tell my family that… it, well, it’s complicated. Maybe my levelheadedness at work has some sort of transference going on where I go home and kick the dog — and the kids. I jest, but really, don’t tell my wife. Anyway, I digress.

I recently had occasion to attempt to negotiate with a member of a legal team for one of those uber-corporations; someone whose shares alone are probably worth more salary than I will make in a lifetime. This person was arrogant, ignorant of the law, and had absolutely no business acumen whatsoever. To test my analysis, I questioned a colleague about their dealings with this person and the assessment was spot on. Maybe this person is angry at the world, maybe they are instructed to behave in such a manner, or maybe they just lucked into their position by a twist of fate. No matter, I had to deal (read: bend over and take it) as best I could, and still hold together some semblance of an Agreement favorable to our margins. Note: before anyone gets snotty about the phrase I just used, I mean it in the “Animal House” manner of, “Thank you, sir, may I have another.”

After a year of “negotiations” wherein I would attempt a counterpoint to a demand from the other side, only to be asked something inane like, “What does good working order mean, exactly?,” I had had enough. (Let us be candid here, “good working order” for my company is fairly easily understood; we don’t make F-18s). I sought counsel from others more senior and wiser than me, and came to the conclusion that communications going forward would be by email only. Any semblance of relationship that we shared at the beginning of negotiations had devolved into mind-numbing position-taking and lines drawn in the sand. Only this sand resembled an Etch A Sketch. (SWIDT?)

And you know what, things began to move. The deal was eventually finished, and I could move on. I am not too proud to admit that I made missteps dealing with this person, and pride certainly may have gotten in the way. But I like to think that I am skilled at self-reflection, and I am certain that my ego played only a small part in the troubles. The point that I took away was that though I walk through the Valley of in-house and decent working hours, there are bound to be turds to be avoided on the journey. And if you can’t avoid stepping on one, scrape it off your shoe and keep on trucking.

Happy holidays to all, and when it’s half a billion dollars on the line, the “tax on the stupid” is still fun to play for at least twelve hours.

After two federal clerkships and several years as a litigator in law firms, David Mowry is happily ensconced as an in-house lawyer at a major technology company. He specializes in commercial leasing transactions, only sometimes misses litigation, and never regrets leaving firm life. You can reach him by email at

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