WAY OT: Apple V Apple. Legal lunacy?

[Chipp Walters]

I learned some valuable lessons at my last job.

1) Businesspeople should draw up the terms of an agreement.

Typically people try and get lawyers involved at first. This is wrong. 
When you hear someone say, "I'll have my lawyer draw up a contract", you 
should respond, "Let's first iron-out this deal between ourselves so we 
know what it is we're agreeing to." Any good businessperson worth 
his/her salt should be able to work out a term sheet w/out a lawyer 
involved.

Send back and forth plain english terms so that it's clear to all 
involved not only the terms, but also the intentions of the parties. 
Remember: Try to keep lawyers out at this stage. Create a plain numbered 
list of the terms and document it in a non-binding letter of agreement.

2) Have a lawyer (preferably your lawyer) draw up the terms in legalese 
BUT, (this is important) the lawyer should *never* add anything 
substantial to the contract that DID NOT exist in the original term 
sheet. Doing this is the same as 'negotiating in bad faith' and should 
be pointed out *immediately* to the other businessperson.

IOW, businesspeople draw up terms, lawyers only paper the deal. If their 
lawyers try to become negotiators, then I respond with extreme dismay to 
my counterpart as this is less than professional. If their lawyers 
respond in some way as to force an issue, then go back to the term sheet 
with the original parties and negotiate it there-- without lawyers.

Here's the reason why. Lawyers are professionals in understanding law 
and businesspeople are not. To directly negotiate with a lawyer and the 
legal words in a contract is putting yourself at an extreme disadvantage 
as there are subtle wordings which mean somethiing entirely different to 
a judge than what you may think.

If there's ever an issue with the contract, you can always go back to 
the term sheet and say, "this is what we agreed to, not what you have 
here." Also, the 'spirit' of the term sheet can be reflected in the 
document.

3) Assuming a term sheet is 'in play,' a good lawyer will never 'sour 
the deal.' A lawyers job is to protect his client, but also to not kill 
an existing business opportunity. If you find a lawyer who consistently 
'kills deals', then fire him/her and find one who can help you close 
deals. This is true for Sales personnel, and others as well.

These were valuable lessons learned as CEO. They helped us negotiate 
successfully many very large projects at Human Code.

best,
Chipp