The Practical Applications Of Duct Tape For In-House Counsel

Bag of tricks. Treasure chest. Goody basket. Whatever you call it, every attorney has one. It’s the thing you reach into when you are out of time, patience, options or, you know, it’s Tuesday. I’m a tool box kind of girl myself. Mainly, because I like to fantasize about launching a crescent wrench at a business partner’s head when they ask me to “legalize” some language for them.

Whatever you choose to think of it as, you have one. And I’m willing to wager that your tool box, like mine, is an eclectic mix of gadgets and contraptions that you alone understand the order and importance of. But however you organize your tool boxI bet it has one instrument that you prize above all else for its usefulness.

Mine is duct tape. Simple and versatile, there’s not much that shiny mainstay can’t mend. It ain’t pretty, but man, it gets the job done.

One of the things I adore about business partners is their ability to pivot. They can spend 30 minutes delivering an impassioned monologue on the social evils of a tiered pricing model and why, on the soul of their smart phones, they could never in good conscience agree to it and even if they could, the SVP would never allow it and even then, it would require the approval of the CEO and the CFO and everyone knows those two don’t get along, so they’d never agree and the deal would be dead in the water. Scout’s honor.

And then the vendor offers to come down a quarter of a percent on their margin and suddenly, tiered pricing is completely doable and what the business partner had been recommending all along. Between the lines, of course. Yes, business partners are fluid, undulating creatures. You know, like snakes.

After countless negotiations spent sitting shoulder to shoulder with the sales team, the human equivalent of ferrets, I realized the importance of having duct tape at the ready to patch up or seal off whatever was required. And in terms of my practice, duct tape takes the form of this simple phrase: in the spirit of partnership. Like real duct tape, it never fails and any idiot can use it. Let’s try it out, shall we?

Allow me to introduce Todd, a business partner whose bendability would put a hardcore hot yoga devotee to shame. Todd’s the kind of upstanding individual who lets you walk into a negotiation thinking you had the lay of the land only to find out that he had failed to mention critical components of the deal or changed his mind as to where he wanted to stake the customer and neglected to tell you. Of course, when it’s all over and your credibility is hanging in tatters around you, he insincerely thanks you for taking on the role of the ill-formed, idiot cop in the negotiation and promises to never do it again. And it’s all a gigantic pile of steaming ferret excrement.

But you are a consummate professional, so you smile blandly and nod as Todd tells you in hushed tones as you walk into the room that under no circumstances can we budge on minimum order quantities. It’s a new product, he says. There’s no forecast history, he warns. The budget is already shot for the quarter, he winces. And most importantly, he says with a conspiratorial wink, Finance will shit a little green apple if we give on this.

So you gamely deliver the bad news to the customer and word vomit that minimum order quantities in this bracket are anathema to company policy and any deviation would receive heightened scrutiny from Finance and so forth.

And as soon as the customer offers Todd some primo marketing support, he turns to you with guileless eyes and implores you (with everyone watching) if just this once, we could make an exception.

Forget the crescent wrench. Hitting Todd upside his head with the shiny red tool box would be well within the realm of an appropriate response. But this isn’t your first rodeo and Todd, although an undeniable tool himself, is a rank amateur compared to you. So pretend to look at your notes, maybe shuffle some papers for dramatic effect and slap some duct tape on this situation: “In the spirit of partnership,” you say clearly, “I think we can revisit our position on minimum order requirements in light of the strategic opportunity you present.”

Let’s face it. You look as good as you can. You’re limber and unflappable. You don’t give ground and backpedal like a unicyclist on crank but you assess the situation and pivot accordingly. Like a boss. See? Duct tape can fix anything.

You could also whip out that trusty duct tape when that same customer has been extolling the virtues of mutual success and cost-saving opportunities for millennia to come and then informs you that they want a nine percent administrative fee for handling ill-defined communal services. Feel free to remind them that in the spirit of partnership, a good partner would never even think of asking for an admin fee. We’re all in this together, right? That’s what good partners do.

Finally, my favorite application of duct tape: After the negotiation, you should pull Todd aside like the odious weasel he is and remind him that you are a team, mutually aligned colleagues in every sense of the word and that in the spirit of partnership, he should give you a heads up the next time he is thinking of pulling a stunt like that. Or you’re going to duct tape him to a chair and toss him out a window.

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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 [email protected] or follow her on Twitter @KayThrace.