Pain Potatoes

Just fucking wow.

I was contacted via my web site on Friday last by a company that needs a remote (Linux) system administrator for a couple of servers. I spoke to them on Wednesday, via the speakerphone of an iPhone on their end which sounded like shit. I don’t know what it is about Apple making their phones cute but not worth a damn for telephone calls. I kept having to ask them to repeat themselves, and hoping that I was ferreting out the gist of their statements from the few words I could clearly discern. Anyway, within an hour we had a tentative agreement because they’re not asking for much — the total value of the thing is from around two grand a year to maybe four or five depending upon how much additional service is required. Small potatoes, but a billable hour is a billable hour so it doesn’t much matter to me if I’m working for this company or that one.

Small potatoes, BUT they hit me with some kind of Silicon Valley contract that was chock full of bullshit, just overflowing with it, with terms that might be acceptable if great wealth were on the table but completely out of the question for small potatoes. I suggested that for such a small potatoes gig with no real capital I Inventions likely to be produced a simple non-disclosure agreement would do the trick, but they insisted in grand Silicon Valley fashion that they had to own everything between the floor and my hat plus three generations of descendants. There were some real show stoppers in there, like an arbitration clause. I had to tell them to rip out the arbitration clause or we’re done — the only real risk I face is that they might stiff me on a bill, and the bills won’t be more than several hundred bucks at a time. I’m going to travel to California and pay an arbiter’s outrageous hourly rates, as high as $500/hour, to recover that? Not a chance. Recourse isn’t recourse if the barriers to it are unreasonably high.

Besides, one of my favorite clients is a collections attorney. 😀

So I sat on the phone with their CEO and his crappy sounding iPhone and we hammered it all out, including making the arbitration clause and all of the other overreach go away. He conceded on all points of contention. It took maybe half an hour, and that only because I couldn’t understand half of what he said due to amazing iPhone call quality. Along comes the new agreement, and it’s all kinds of hosed up. They’re using some kind of legal document software that populated the document with several instances of “Error! Reference source not found.” and various other things. So we moved on to round three, then round four, then rounds five and six. The agreement I just signed still says “48 continental” rather than 48 contiguous United States… Even after I explained that there are 49 continental United States. It took them more than 24 hours to get the darn thing as close to right as it is. The bits that are wrong are inconsequential.

I didn’t have the heart to explain to these youngsters that the contracts they cherish so well are mostly superfluous eyewash. They’re nice, well intentioned youngsters with big dreams and I’ve no reason or desire to dash those dreams for them. The world will do it without my help soon enough. In the meantime they get to feel all big league and important.

Except in the case of really big corporations or the entirely too self-important, I don’t even use contracts in my business. I might sign one every three to five years, but in the main I don’t even bother. I just use email messages, which leave no question as to who said what when. Some prospective clients freak out a little bit about that, but then I ask, “heard of Enron?”. Of course they have. There are hundreds of examples but Enron is the best known. Their contracts and officially sanctioned communications were all ironclad, but their email archive brought them down. And that’s what contracts are for, bringing down the other guy when he fucks up. Email will do that just fine.

Which is really kinda funny. I’ve done lots of contract negotiation and enforcement throughout my career, and I’m actually pretty good at it. Most corporate types, including corporate counsel, really suck at it. What these fine, earnest young men presented me was actually an employment contract in which they globally replaced the word Employee with Consultant, and pasted in a relationship clause, so I can easily enough challenge the whole shebang in court or threaten them with it should the need arise. The earnest and well meaning young men just don’t know WTF they’re doing.

But that’s okay as long as they pay the invoices I send. Yay. 🙂



7 thoughts on “Pain Potatoes

  1. ordinarybutloud

    Once in a car dealership a salesman asked me to sign a “contract” agreeing to buy a car *that day!* if the price was right. Uh, yeah. I’ll agree to buy a car every single day of my life if the price is right! All my lawyer friends were horrified that I signed his “contract.” The thing about contracts, at the end of the day, is that none of it matters. All that bullshit. What matters is what people said and what they did. So you’re right, of course, but you already knew that. I always sign whatever people put in front of me and 99% of the time I don’t read it…except in client situations, and then I scratch out the arbitration clauses. HA.

    1. happierheathen Post author

      I wonder how many people that car salesman has suckered with that fiction. Wow.

      The greatest value I find in contract negotiation is that it tells me what I need most to know about the other party. The business aspects are usually cut and dried, but the accompanying legal bullshit is almost always heinous. Those who won’t negotiate the objectionable legal terms are those who believe they are superior by birthright, and I refuse to deal with them. Most often, when I walk away they react as if they’ve never seen a real, functional backbone before. Of course they have, but they’re shocked every time that someone isn’t eager to be shat upon.

      My little red pen, Slash, loves biting the arbitration clauses out of contracts. They are always the first to go. 😀

      1. ordinarybutloud

        I just thought it was so hilarious that he thought he could bully me into buying a car that way that I couldn’t stop myself from signing it. It was just so crazy wrong and stupid and funny.

  2. Roadkill Spatula

    I rarely even wrote invoices for my handyman business. The only problem I had collecting was from a coworker who always promised to get me a check soon and was always either broke or forgetful. I finally sent her a demand letter, and that got me a check within a week.

    1. happierheathen Post author

      I don’t have the luxury of face-to-face contact in most cases, so AR can be a bit of a problem. In fact, my first ever pseudo-client stiffed me for a few hundred bucks and I saw no point in pursuing the matter because it was international business and would have cost a small fortune in legal fees. I get stung every now and then when it’s just not worth pursuing. So it goes, I guess. Kinda like big retailers just writing off a certain level of “shrinkage”.


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