In-House Counsel

When Your Clients Shoot Themselves In The Foot

Unfortunately, it will always be an uphill battle to convince your non-legal colleagues of the need to consult the legal team prior to making any business decisions.

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As in-house counsel, you go to some pretty extraordinary lengths to make sure your non-legal colleagues know you exist so they can call on you in their time of need.

You host regular meetings with the heads of other departments outside of legal so you can stay abreast of their latest news.

You attend other departments’ staff meetings just to reinforce the legal presence in the office.

You even send out tacky office-wide emails pleading “guilty” to taking the last piece of pie from the break room… yeah, I’ve been there.

But in the end, no matter how far you go to remind your colleagues the legal department exists, sometimes they can’t help but shoot themselves in the foot.

Even though our hospital network has established a thorough review process for new contracts, in which legal is the final authority, every once in a while one manages to sneak its way through to execution before a single attorney has set eyes on it. While this was admittedly shocking to me when I first joined our hospital, I have since come to realize that attorneys do not rule the world, despite our best efforts, and some parties still negotiate a contract without the presence of counsel.

Take a couple of deep breaths to recover from that last comment. It took me a solid two years to comes to terms with it, but it is true. Countless contracts are executed every day in the business world without a single set of legal eyes on them. Surprising, yes, but it helps explain how a contract slipping through the review process at our hospital is entirely possible, and not at all a new phenomena.

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Which brings me to Tuesday of last week, when a flustered executive stormed into my office demanding I prevent a contract from going live June 1. At a high level, the contract stipulated our hospital would utilize a third-party vendor beginning on June 1 to assist with some of our medical billing.

This executive rightly pointed out the contract could go live no sooner than August 1 due to the various training and technological improvements we would need to make to our own processes to support the new vendor.

And just like that, three weeks before the contract even started, I knew we were at risk of breaching it on day one.

With that, I set out to do what any self respecting attorney does when they know they are beat, I called the other party to the contract and threw myself at the mercy of the proverbial court. Thankfully, the other party was more concerned with cultivating a longstanding partnership between our two organizations than coming after a breach.

However, I still had a wipe a bit of egg off of our face, and promise to pay for the expenses they incurred in preparation for a June 1 launch date which was now delayed 60 days.

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Unfortunately, there is no one solution I can recommend that will ensure legal always has a seat at the table for any business decision. It will always be an uphill battle to convince your non-legal colleagues of the need to be consulted prior to making any business decisions.

So continue to crash any meeting you can, make time for coffee with executives whom you have never met, and continue to crack corny legal jokes. If any of them prevent having to grovel for forgiveness from an opposing counsel, it’s worth it.

Stephen R. Williams is in-house counsel with a multi-facility hospital network in the Midwest. His column focuses on a little talked about area of the in-house life, management. You can reach Stephen at stephenwilliamsjd@gmail.com.

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