Tackling the Culture Gap Between the “Business” and the Lawyers

We've all heard our share of lawyer jokes over the years. I'll tell you a secret. Lawyers tell jokes about the business.

Here's one of my favorites:

A man in a hot air balloon is lost. He reduces the balloon's height and spots a man below. He shouts, "Excuse me, can you tell me where I am?"

The man below says: "Yes, you're in a hot air balloon hovering at 30 feet."

"You must be a lawyer," says the balloonist.

"I am," replies the man. "How did you know?"

"Well," says the balloonist, "everything you have told me is technically correct, but useless."

The man below says, "You must work in business."

"I do," replies the balloonist, "but how did you know?"

"Well," says the lawyer, "you don't know where you are, or where you're going, but you expect me to be able to help. You're in the same position you were before we met, but now it's my fault."

Both business and lawyer jokes are funny, but what's not amusing or useful are the culture and communications gaps brought to the fore by the humor.

The two sides don't understand each other. Business folks don't care about terms and conditions of website use. They're not interested in the niceties of an arbitration clause or warranty provision. What they want to know is how do these things protect their business interests.

It's like fuel injection in a car. Most of us don't ever think about fuel injection, don't want to think about fuel injection, and don't care to change our blissful state of ignorance about fuel injection. The experts decided that it's an improvement over carburetors and will make our cars run better. The "run better" part is all that matters to us.

For some reason, this is lost on many lawyers. Lawyers seem to think that most of the world cares about the technical side of what they do. The fact is that they don't. Most people want to know the bottom line and hate the way lawyers can talk in circles.

Business folks don't care about the law of domain-name disputes. They want to know if they can register the dot-com version of a name and not be sued. They want to know what steps they need to take to protect themselves. They want answers.

The point is that from the business perspective it's not about the law, it's about business.

If you use your lawyers properly and they do their job, it's about mitigating risk, solving business problems, properly papering an understanding in plain English and you making money.

Call for a Truce

I'm not going to try to take on the entire battlefield of the lawyer-business culture gap. It's too big. Instead, I'm going to address this culture gap in my niche area of technology law.

I'm going to point out that tech lawyers tend to be more entrepreneurial and less risk averse. Entrepreneurial is the nature of the beast because of the personality type this niche attracts. Our culture gap is naturally narrower. Let's recognize that and use it to our mutual benefit.

When I tell you that your $1,000,000 enterprise tech deal will take more than a week to negotiate and document, and that your fee will be measured in the thousands not the hundreds, I'd like to suggest that you be open minded to the fact that the deal may be more complex than you realize.

Some of what I need to negotiate for you is risk mitigation and allocation. Some of it is simply documenting your deal so that the contract accurately reflects what it is the parties agreed to verbally. You are naïve if you think that a clear and accurate contract is what came back from your vendor because it rarely does.

You're like the lost balloonist and it's not my "fault" that your deal will take 10 pages to explain. If that's a problem for you, then redline it yourself and good luck. Enterprise IT deals are just not that simple.

One of the worst effects of the culture gap is business folks wait until the last second before they involve their lawyer. The fact is that tech deals take time. They're as inherently complex as the technology that underlies them. I can help you more if you would only involve me earlier in the negotiation process. 

Let's make a new deal. Let some a tech lawyer show you his stuff early in a deal when he can make a real difference. Give him the time he needs to do his job properly. Let's have no more lawyers talking esoteric legalese about small risks that nobody but a lawyer practicing defensive law could ever care about. Last but not least, no more lawyer or client jokes -- just a profitable deal for everyone.

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