You Know The One: Getting To The In-House Answers When You Have Little To Go On

Sometimes, you’ve got to do more to tease out what your business partner needs.

Ted sits in my office. He has that look. We’ve been going back and forth for 10 minutes like this, which is eight minutes too long for Ted. “It’s that thing,” he keeps saying. “You know, the thing when you do the thing and then that thing happens at the end. I need that. You know the one.”

I blink rapidly. Are you following this?

This bewildering exchange reminds me of my pre-law days working as a bookseller. Right around the holidays, that guy would come in. That guy with the wild, frantic look in his eyes. “There was a book here,” he’d say. “It had a blue cover. I think it had flowers on it. That’s the book I need for my wife. It was right here,” and he’d point to some random place in the bookstore, sometimes the ceiling or even the floor, “Right here. You know the one.”

It was baffling. How could that guy remember the non-essential characteristics of the book, but not something remotely useful, like any words in the title or the author’s name or heck, the subject matter? It used to drive me so crazy, that I eventually convinced my boss to let me do a center display of books called “You Know the One,” where I showcased all the books that people had come in blindly looking for over the years. And do you know what the most frequently asked for (but never by name) book was? The Notebook. The freaking Notebook.

It’s like that in the in-house jungle too. Ted is that twitchy antelope at the watering hole, who keeps looking up every few seconds and swiveling his ears around because, dayummm — something isn’t right, he just can’t figure out what. And of course, as much as you’d like to be the lion who eats Ted and then lies around sleeping in the sun, it’s your job to help Ted.

I like to start with easy, non-judgmental questions. And for the record, “Ted, what the hell have you been smoking?” is not an easy, nor a non-judgmental question. So I lead with: “Ted, back up. Give me the 10,000-foot overview.”

“Yeah, fine,” he shrugs, “these guys asked my guys for a call last week, and these guys are owned by my guys, but not really owned by my guys. So anyway, I got on the phone with these guys and they seem like good guys. I think we should do something for them.”

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Well, I guess that’s slightly more information, right? Ted isn’t being obtuse on purpose.  Or, if Ted is being obtuse on purpose, then man, is he playing the long game.

Alright, so the “back up and give it to me again” approach fails to yield the desired result. So I try another angle. Ted has mentioned the outcome, right? So, let’s start with the end in mind (thanks, Covey). I try, “Ted, can you remind me what you want to happen at the end of this thing with the guys?”

Ted glares at me like I’m a particularly stupid turnip. “I need you to write one of those things that gets signed so that the new guys can buy stuff from the original guys.”

Nailed it. Using my oh-so-keen powers of deductive reasoning, I now know Ted wants a joinder agreement to allow a franchisee to purchase products under the franchisor’s agreement.

Wait, what?

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Ted, who has recently moved up in the sales food chain (if his title and office upgrade are any indication), is likely working on some of our bigger customers, many of whom have franchisee minions to do their work for them. And what is the very last thing you’d expect a business person to care about? A joinder.

Why? Because joinders are dry and boring. They’re perceived by your business partners as technical documents the lawyers need to work through so the guys can get down to doing business with the guys.

After we’ve figured out that Ted needs a joinder (and I’ve explained to Ted what a joinder is and what it does, so he can forget it five minutes after he walks out my door), it’s plug and play names from there. Knowing the ins and outs of our sale model helped me cut to the chase on this one. But sometimes, you’ve got to do more to tease out what your business partner needs, particularly when the subject matter is outside of his or her normal, day-to-day wheelhouse. This is where you can shine as an attorney, because let’s face it, we can ask open-ended questions for days.

Favorite fact-finding questions of mine include: “Can you think of another deal just like this we did recently?” (or “How is this different from [insert the business partner’s last deal]?”) and “Can you draw it out for me on the whiteboard?” For whatever reason, giving a business person a dry erase marker and license to scribble on your board seems to yield results. Or hilarious, badly-drawn stick figures.

And if all else fails, you can always ask them the color of the deal.


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.