A round-up of my Reflections from a Contracts Lawyer posts:
Part 1: They're not as prickly as they look
Part 2: Contracts are like the sea, best when they're crystal clear
Part 3: Define your own terms
Part 4: They're alive!
Part 5: There's karma in them contracts
Wednesday 6 April 2011
Reflections of a Contracts Lawyer: Part 5
Reflection No 5: There's karma in them contracts
As a lawyer in private practice I was instructed by a tour operator in relation to a contract put forward by one of their suppliers who provided a service which my client could advertise its holidays on. The contract was the supplier's standard form contract and one of those contracts which just didn't make any sense at all just because it was rubbish. You know the type of thing:
"This contract shall not be binding, sign here if you agree"....and....
"The contract can be terminated at any time for any reason by anyone, but termination of the contract under this clause will not affect the standing of the contract"
Eh? Exactly.
So I spent a fair amount of time tidying up the rubbish, not just making it all work for my client, but also for the supplier such was the nonsense that was in this standard contract.
Its quite annoying when you have to improve someone else's contract, as @BrettTechLawyer will testify:
Fast forward to when I myself was working in-house at a completely different tour operator, but who just happened to use the same supplier's service.
Enter the contract.
And the memories.
And what a pleasant surprise. There was all my corrective drafting, as I had written it, word for word in my previous life in private practice a good couple of years before. Customer-friendly.
Smug lawyer. Karmic contract.
For the rest of my Reflections post, please see: Part 1: They're not as prickly as they look, Part 2: Contracts are like the sea, best when they're crystal clear, Part 3: Define your own terms and Part 4: They're alive!
As a lawyer in private practice I was instructed by a tour operator in relation to a contract put forward by one of their suppliers who provided a service which my client could advertise its holidays on. The contract was the supplier's standard form contract and one of those contracts which just didn't make any sense at all just because it was rubbish. You know the type of thing:
"This contract shall not be binding, sign here if you agree"....and....
"The contract can be terminated at any time for any reason by anyone, but termination of the contract under this clause will not affect the standing of the contract"
Eh? Exactly.
So I spent a fair amount of time tidying up the rubbish, not just making it all work for my client, but also for the supplier such was the nonsense that was in this standard contract.
Its quite annoying when you have to improve someone else's contract, as @BrettTechLawyer will testify:
Fast forward to when I myself was working in-house at a completely different tour operator, but who just happened to use the same supplier's service.
Enter the contract.
And the memories.
And what a pleasant surprise. There was all my corrective drafting, as I had written it, word for word in my previous life in private practice a good couple of years before. Customer-friendly.
Smug lawyer. Karmic contract.
For the rest of my Reflections post, please see: Part 1: They're not as prickly as they look, Part 2: Contracts are like the sea, best when they're crystal clear, Part 3: Define your own terms and Part 4: They're alive!
Thursday 24 March 2011
Panel Time
Last week I had the pleasure of sitting on a panel at an event hosted by Cancer Research UK, discussing Social Media & The Law.
The panel included myself, Matthew Eltringham the Assistant Editor, Interactive Social Media & Development at the BBC, Robert Blamires an Associate Solicitor at Field Fisher Waterhouse and Yvette Deerness, the host of the event, and Senior Legal Advisor at Cancer Research UK. The event was attended by the Cancer Research staff who man the front line of the charity's social media work.
This charity takes social media seriously! Just take a look at some of the ways you can follow Cancer Research through social media. Key goals are to promote campaigns, support fundraising activity and to provide support to those suffering from cancer. I've said before that the most important aspect of social media is the community which it can create, and so it was no surprise that managing, moderating and supporting that community without falling foul of the law was top of the agenda at the event.
A healthy debate ensued covering social media activity on own sites and third party sites, how to strike the right balance between the benefits and insight which user generated content can offer against managing the risk of liability for defamation or infringement of intellectual property rights, the practicalities of using content obtained through the creative commons system, enforcing acceptable use policies in a fair and consistent manner, managing complaints, and the range of legal issues affecting promotion mechanics.
A fantastic charity with fantastic people behind it who really have their finger on the pulse of social media. If you'd like to donate to the charity or find our more about the wonderful work which Cancer Research carries out, please visit Cancer Research UK.
The panel included myself, Matthew Eltringham the Assistant Editor, Interactive Social Media & Development at the BBC, Robert Blamires an Associate Solicitor at Field Fisher Waterhouse and Yvette Deerness, the host of the event, and Senior Legal Advisor at Cancer Research UK. The event was attended by the Cancer Research staff who man the front line of the charity's social media work.
This charity takes social media seriously! Just take a look at some of the ways you can follow Cancer Research through social media. Key goals are to promote campaigns, support fundraising activity and to provide support to those suffering from cancer. I've said before that the most important aspect of social media is the community which it can create, and so it was no surprise that managing, moderating and supporting that community without falling foul of the law was top of the agenda at the event.
A healthy debate ensued covering social media activity on own sites and third party sites, how to strike the right balance between the benefits and insight which user generated content can offer against managing the risk of liability for defamation or infringement of intellectual property rights, the practicalities of using content obtained through the creative commons system, enforcing acceptable use policies in a fair and consistent manner, managing complaints, and the range of legal issues affecting promotion mechanics.
A fantastic charity with fantastic people behind it who really have their finger on the pulse of social media. If you'd like to donate to the charity or find our more about the wonderful work which Cancer Research carries out, please visit Cancer Research UK.
Thursday 10 February 2011
Speaking Event
I'm pleased to announce that I'll be speaking at the in-house lawyer breakfast seminar at Pannone LLP, Manchester on Thursday 31 March 2011.
I'll be discussing how in-house lawyers can use social media to its best effect. Other items on the agenda (which I won't be speaking on!) include:
Contact law@pannone.com for more information about the seminar.
POST SCRIPT - Due to popular demand, the event will now also be running for a second time on 6 April. Hope to see you there.
I'll be discussing how in-house lawyers can use social media to its best effect. Other items on the agenda (which I won't be speaking on!) include:
- Competition law compliance
- Review of recent breach of contract cases
- Data Protection Act compliance and update
- Bribery Act Part 2
- Running a successful due diligence process
- Phasing out the default retirement age
Contact law@pannone.com for more information about the seminar.
POST SCRIPT - Due to popular demand, the event will now also be running for a second time on 6 April. Hope to see you there.
Tuesday 8 February 2011
Reflections of a Contracts Lawyer: Part 4
Reflection Number 4: They're alive!
Image is of a Tasmanian Devil. In common with contracts, Tasmanian Devils give a nasty bite if not treated correctly. Unlike Tasmanian Devils, contracts are not best kept locked away in drawers in the furthest flung corners of the earth.
In my younger days, I would often encounter a Project or Contracts Manager who would sigh heavily at the time which it had taken to review a contract, negotiate the detail and baton down a signature, and then triumphantly observe that there was another pile of paperwork which, with a bit of luck and a following wind, wouldn't need to see the light of day again. Instantly belittling the need for the amount of (my hard) work which had just gone into that paperwork.
I've heard it from well-meaning and less-arrogant colleagues before as well, pleased with the work which has been achieved in the contract negotiation "Good job" they say as they file it away the copy document in their bottom drawer (never give away the original document when in-house), along with the contract guide I'd crafted for them to make their life easier and the contract user-friendly , "now we can let that gather some dust while we get on with the proper job". As though the job done (by me) is not proper.
I've never subscribed to that theory. The best Projects and Contracts Managers which I've worked with keep their contracts close at hand and use them as a daily weapon against their suppliers to ensure deliveries are made on time, service levels are met, software performs as it should and (you'll be surprised how much this next one is overlooked) invoices are accurate, so that we're not charged a penny too much for the privilege.
And, as the project which it manages evolves, so the contract should evolve too. A contract is a living thing. And indeed, the Project or Contracts Manager managing that project is best served by keeping up to speed with this evolution.
A case in point:
A perplexed manager once came to visit me, in one hand a hat and in the other a material sample. Let's call the sample, Material A, and lets call the material which the hat is made out of, Material B. Let's call this whole event, The Hat Saga*.
The Hat Saga essentially involved the following (albeit in a much longer, more drawn-out, microscopic and draining way over the course of about 6 months):
"Melanie, the hats delivered are made out of Material B. I wanted them to be made out of Material A."
"Oh no. Do you have a copy of the Contract with you please?"
"Er, no, (for I am only the person responsible for it) have you got a copy?"
I dip into my Contracts Register.
"Yes I have. Lets see, oh yes Schedule 2, "The Matrerial". It says "TBC". What did you eventually agree was the correct material?"
"Material A"
"OK, well lets put a call into the supplier then."
Call to the supplier revealed that, unsurprisingly, they were under the impression that they agreed it was Material B.
The following discussion was had every which way possible consistently over many days and weeks. Me: "Are you absolutely 100% certain you've never agreed Material B?"
"Absolutely. Never"
"Any documents say otherwise?
"None"
"Are you sure?
"Absolutely. Yes"
"Absolutely? Our hats are very precious to us, they are very expensive. I'm about to commence proceedings as we have spent so much money on these entirely incorrect hats. That's serious and expensive stuff. It will be embarrasing if we're wrong."
"Absolutely. Yes."
Some cost, time, effort and energy later:
Manager approaches my desk "Erm, Melanie, could this be relevant?"
"I don't know, let me see. Oh look its a document with Material B attached to a letter from the supplier asking if Material B would be a suitable alternative and which you've counter-signed. Yes. I'd say that's relevant."
The error in this particular instance was that this correspondence which changed the contract was never logged and associated with the contract by the manager. Ironically, clearly the hat supplier hadn't saved a copy of the relevant correspondence either. Frustrating to say the least (I do remember collapsing on my desk with my head in my hands for quite some time afterwards).
So, what was the point of this post? Oh yes, contracts are alive, please check in on them once in a while.
*subject matter altered to protect the innocent.
For more of my reflections check out Reflections of a Contracts Lawyer: Part 1 Reflections of a Contracts Lawyer: Part 2 and Reflections of a Contracts lawyer: Part3
In my younger days, I would often encounter a Project or Contracts Manager who would sigh heavily at the time which it had taken to review a contract, negotiate the detail and baton down a signature, and then triumphantly observe that there was another pile of paperwork which, with a bit of luck and a following wind, wouldn't need to see the light of day again. Instantly belittling the need for the amount of (my hard) work which had just gone into that paperwork.
I've heard it from well-meaning and less-arrogant colleagues before as well, pleased with the work which has been achieved in the contract negotiation "Good job" they say as they file it away the copy document in their bottom drawer (never give away the original document when in-house), along with the contract guide I'd crafted for them to make their life easier and the contract user-friendly , "now we can let that gather some dust while we get on with the proper job". As though the job done (by me) is not proper.
I've never subscribed to that theory. The best Projects and Contracts Managers which I've worked with keep their contracts close at hand and use them as a daily weapon against their suppliers to ensure deliveries are made on time, service levels are met, software performs as it should and (you'll be surprised how much this next one is overlooked) invoices are accurate, so that we're not charged a penny too much for the privilege.
And, as the project which it manages evolves, so the contract should evolve too. A contract is a living thing. And indeed, the Project or Contracts Manager managing that project is best served by keeping up to speed with this evolution.
A case in point:
A perplexed manager once came to visit me, in one hand a hat and in the other a material sample. Let's call the sample, Material A, and lets call the material which the hat is made out of, Material B. Let's call this whole event, The Hat Saga*.
The Hat Saga essentially involved the following (albeit in a much longer, more drawn-out, microscopic and draining way over the course of about 6 months):
"Melanie, the hats delivered are made out of Material B. I wanted them to be made out of Material A."
"Oh no. Do you have a copy of the Contract with you please?"
"Er, no, (for I am only the person responsible for it) have you got a copy?"
I dip into my Contracts Register.
"Yes I have. Lets see, oh yes Schedule 2, "The Matrerial". It says "TBC". What did you eventually agree was the correct material?"
"Material A"
"OK, well lets put a call into the supplier then."
Call to the supplier revealed that, unsurprisingly, they were under the impression that they agreed it was Material B.
The following discussion was had every which way possible consistently over many days and weeks. Me: "Are you absolutely 100% certain you've never agreed Material B?"
"Absolutely. Never"
"Any documents say otherwise?
"None"
"Are you sure?
"Absolutely. Yes"
"Absolutely? Our hats are very precious to us, they are very expensive. I'm about to commence proceedings as we have spent so much money on these entirely incorrect hats. That's serious and expensive stuff. It will be embarrasing if we're wrong."
"Absolutely. Yes."
Some cost, time, effort and energy later:
Manager approaches my desk "Erm, Melanie, could this be relevant?"
"I don't know, let me see. Oh look its a document with Material B attached to a letter from the supplier asking if Material B would be a suitable alternative and which you've counter-signed. Yes. I'd say that's relevant."
The error in this particular instance was that this correspondence which changed the contract was never logged and associated with the contract by the manager. Ironically, clearly the hat supplier hadn't saved a copy of the relevant correspondence either. Frustrating to say the least (I do remember collapsing on my desk with my head in my hands for quite some time afterwards).
So, what was the point of this post? Oh yes, contracts are alive, please check in on them once in a while.
*subject matter altered to protect the innocent.
For more of my reflections check out Reflections of a Contracts Lawyer: Part 1 Reflections of a Contracts Lawyer: Part 2 and Reflections of a Contracts lawyer: Part3
Say what?
I've recently been reminded of how individual companies and organisations not only carry their own individual corporate image and corporate culture, but also their own corporate parlance and turn of phrase. But can this choice of parlance also be a reflection of the corporation which utters it?
Image copyright of www.savagechickens.com
When I joined my current employer, I was very quickly introduced to the concept of "bandwidth". No, I wasn't just a late starter when it came to getting online, my colleagues would be commenting on their capacity to carry out a project within a particular timescale. It's still used a lot today and I love this expression! It's completely digital. Which is good because Latitude is of course a digital company, and the company name is Latitude, and latitude is a bit like bandwith. Sort of. You get the idea.
Back when I worked in one private practice firm, I wasn't doing my job if I didn't have "shedloads" to do at any one moment in time. A sub-conscious reflection of the name of the firm, Eversheds, I wonder?
At a different firm, not a day went by when I wasn't invited to a "catch-up". No link between the company and the phrase here, just genuinely nice colleagues who had a lot to catch up on after a day spent "picking all of that low hanging fruit".
So, why have I recently been reminded of this link between parlance and organisation? Well, my current employer is now part of a larger group. It has been for a couple of weeks. Within that same time I've been asked a question which I've never been asked before. On 3 separate occasions by 3 separate people. "So, if we cut you down the middle, what would we find?"
Image copyright of www.savagechickens.com
When I joined my current employer, I was very quickly introduced to the concept of "bandwidth". No, I wasn't just a late starter when it came to getting online, my colleagues would be commenting on their capacity to carry out a project within a particular timescale. It's still used a lot today and I love this expression! It's completely digital. Which is good because Latitude is of course a digital company, and the company name is Latitude, and latitude is a bit like bandwith. Sort of. You get the idea.
Back when I worked in one private practice firm, I wasn't doing my job if I didn't have "shedloads" to do at any one moment in time. A sub-conscious reflection of the name of the firm, Eversheds, I wonder?
Working in-house at a tour operator, colleagues were always polite enough to check if I was "snowed under" before asking me to do any work for them. Actually, I was never snowed under, I always opted for MyTravel's winter sun holidays instead.
At a different firm, not a day went by when I wasn't invited to a "catch-up". No link between the company and the phrase here, just genuinely nice colleagues who had a lot to catch up on after a day spent "picking all of that low hanging fruit".
So, why have I recently been reminded of this link between parlance and organisation? Well, my current employer is now part of a larger group. It has been for a couple of weeks. Within that same time I've been asked a question which I've never been asked before. On 3 separate occasions by 3 separate people. "So, if we cut you down the middle, what would we find?"
Gulp.
I'll continue to watch the link between companies and their choice of phrase more carefully, but for now I'm just relieved that my new colleagues want to get to know me so well!
Tuesday 1 February 2011
The In-House Lawyer Meets The Lawyer
Last Wednesday I received a call from The Lawyer magazine asking me for some time for an interview to appear in their in-house lawyer profile section. I was over the moon to be asked to feature in this prestigious publication, and even more excited that they sent a photographer round to Latitude HQ for a photoshoot the very next day. All very showbiz indeed.
The photoshoot co-incided with 1. stage 1 of a completion meeting at Latitude and 2. much more stressful than any completion meeting as I'm sure you'll all agree, a bad hair day, making it completely and utterly impossible to gaze into the distance with an air of nonchalance.
So huge thanks to The Lawyer magazine, and in particular Joanne Harris, for the write-up quirkily entitled Tweet Shop which appeared online just a few days later.
The photoshoot co-incided with 1. stage 1 of a completion meeting at Latitude and 2. much more stressful than any completion meeting as I'm sure you'll all agree, a bad hair day, making it completely and utterly impossible to gaze into the distance with an air of nonchalance.
So huge thanks to The Lawyer magazine, and in particular Joanne Harris, for the write-up quirkily entitled Tweet Shop which appeared online just a few days later.
Thursday 27 January 2011
What LinkedIn Maps tells us about Lawyers
LinkedIn has introduced a quirky new tool for users to visualise their connections and professional network, its called LinkedIn Maps. I've created my own LinkedIn map here:
So what does my LinkedIn Map tell me:
So what does my LinkedIn Map tell me:
- Well, firstly that the LinkedIn Maps gadget is pretty intelligent! Within seconds it created this map for me and categorised my networks efficiently and...erm...categorically.
- The 2 main hubs of my network (the orange hub and the dark blue hub) are connections I've met through industries I've worked in as an in-house lawyer, those being digital media and travel respectively. These hubs are full of people I've met in business, in industry, non-lawyer contacts. These people use LinkedIn big time.
- Despite being a lawyer myself, knowing lots of lawyers and working in private practice for a good proportion of my career, my lawyer connections from private practice using LinkedIn only account for a sprinkling of my LinkedIn contacts, the pink hub and the yellow hub (spot them if you can). Now, on LinkedIn, I hunt for colleagues and business acquaintances I've met in all walks of life in equal measure, so this tells me that, as a breed, the legal industry is significantly under-representing itself on LinkedIn.
- Lawyers I've met solely through the power of social media over the last year, based in both the UK (the green hub) and overseas (the purple hub), and who I've connected with on LinkedIn now out-number my "in the flesh" private practice lawyer connections from over many years who've connected on LinkedIn.
- As a rule, I used to only connect on LinkedIn with individuals I'd physically met or done business with, but social media threw that rule out of the window for me. I'll now connect with individuals I know only through social media channels even if I haven't met them in the real world, where I know there's a beneficial professional relationship, or even if I just like them. However, I still won't connect with individuals who I haven't met with, if I don't know them through a social media channel. Lawyers, if you're not using social media and your competitors are, they have the opportunity to up-turn your established client relationships.
So, in summary: Lots of people use LinkedIn. Not many lawyers do. Lawyers who do use social media are rapidly stealing a march on their counterparts who don't. In terms of making connections and cementing professional relationships, social media works.
Monday 24 January 2011
Legal Village
A quick mention and thank you to Legal Week who are picking up some of my selected blog posts to feature in their Legal Village, an online community of blawgers sharing their random, and sometimes even serious, points of view for the entertainment of lawyers on coffee breaks across the nation.
Image copyright of brewbooks on Flickr, and which features Legal Grind Coffee in Santa Monica.
Twitteratigate:The tide has turned
Following on from my post below, it seems that Twitter is causing a stir amongst lawyers in more ways than one.
It was only October of last year when Legal Week brought social media use amongst lawyers into the mainstream. For more on that, see The next big thing: is the social media tide turning? If you look at the comments against those original Legal Week articles you'll see there was discussion brewing early-doors about who should feature in reviews of the legal social media scene and for what reason.
Fast forward from October to the present day, and a relative social media scandal has exploded. A scandal so deep it's even worthy of the accolade of a gate. Twitteratigate. The whole story of which can be told no better than Brian Inkster in The Time Blawg.
Finally lawyers are getting it. This is what makes social media work: the ability to make it personal, share your perspective, explore what works and what doesn't, mould the message and the media which carries it.
I do indeed believe that the tide has turned.
It was only October of last year when Legal Week brought social media use amongst lawyers into the mainstream. For more on that, see The next big thing: is the social media tide turning? If you look at the comments against those original Legal Week articles you'll see there was discussion brewing early-doors about who should feature in reviews of the legal social media scene and for what reason.
Fast forward from October to the present day, and a relative social media scandal has exploded. A scandal so deep it's even worthy of the accolade of a gate. Twitteratigate. The whole story of which can be told no better than Brian Inkster in The Time Blawg.
Finally lawyers are getting it. This is what makes social media work: the ability to make it personal, share your perspective, explore what works and what doesn't, mould the message and the media which carries it.
I do indeed believe that the tide has turned.
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