In-House Counsel

The Gotcha Moment They’ve All Been Waiting For

Or ... Reason #472 that in-house counsel life is not like the movies. Not at all. Not even a little.

By  
on

Recharged and refreshed after a long winter’s break, I’ll admit that my new year kicked off with a bit of a bang.

The questions posed were simple enough: “What are the minimum purchase requirements, and when can we terminate the agreement without penalty?”

The answers were not so simple.

You see, after the junior counsel threw up his hands in unequivocal surrender, I spend hours putting together a masterpiece of a matrix of one of the most complex and sloppily drafted contracts I’ve ever seen. And someone once handed me a contract written on the back of an airsickness bag, so that’s saying something. There are nine amendments that don’t tie out, and it’s like a half-baked remake of Rashomon up in my office. Amendment four might contradict Amendment seven if Amendment two wasn’t inadvertently nullified by Amendment three through overbroad language. Instead of presenting a slew of potential legal conclusions that could potentially be drawn from this poorly concocted word vomit, I should have just written “Who the eff knows?” and been done with it.

But I can’t. Because I’m a sucker for pain.

So instead, I find myself sitting with a team of three business partners leading them through the twists and turns of this contract. Seriously, it’s like episode six of The Mandalorian … and who’s got time for that galactic shaggy dog?

And weirdly, when I finish, the trio is silent. Expectant.

Sponsored

Maybe, I’ve wowed them with my matrix prowess. But probably not. “Guys?” I press.

Sawyer, the millennial ring leader, who is apparently the reason that someone posted an “If you’re going to play video games in the bathroom, turn your volume down, dude” sign in the men’s room, says, “We’re waiting for the gotcha moment, Kay.”

“The gotcha moment?” I ask.

“You know,” he says, with a casual flip of his expertly tousled hair. “When you tell us that you’ve found some sort of technicality, so we don’t have to pay these guys.”

It’s barely a week into this new decade and already my mouth is flapping open in the breeze. So much for my new year’s resolution of channeling my inner Lizzo.

Sponsored

I suppose that Sawyer and crew aren’t entirely to blame. They’re the product of too many TNT marathons of such true-to-life lawyer movies as The Firm and The Pelican Brief and A Few Good Men, where smoking guns abound and in that eleventh hour, the too-good-looking-to-actually-be-an-attorney attorney saves the day in some dramatic fashion that involves rolled up sleeves, well-timed admissions of guilt, and some high-speed car chases.

Looking longingly out the window to where I can see my parked vehicle, I wonder if I can create a diversion, slip past these children, and Dukes of Hazard-style slide across the hood of my car and into the driver’s seat before they notice.

Instead, I do that thing where I try to smile, but end up showing no teeth. I basically look like a constipated Muppet. I really wish I had some neat and tidy resolution for them, particularly because I know that at some point some attorney took an indifferent hatchet to the words. And even though I never met this cold-blooded killer of all things good and orderly, I still feel responsible for his failing somehow.

I sigh. Julia Roberts never would have sighed like this in Erin Brockovich. She’d have jutted her chin out (and maybe some other anatomical parts for good measure) and said something pithy. But this is not a situation that calls for pithy. This is a situation that calls for the unsexy, unvarnished, unattractive truth. “Guys, there is no gotcha moment here. This one’s going to be a commercial resolution, not a legal one.”

I won’t spoil the ending, but unsurprisingly, it did not end the way most lawyer movies end, with someone without a business book being promoted as the youngest partner ever or winning the unwinnable case based on eye-witness testimony pertaining to a Chevy Bel-Air, but rather ends in a chorus of groans and some serious side eye.

Because as we all know, real life practice is nothing like the movies.

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.

Topics

,