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I fought the law and lawyers won |
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I hate to sound paranoid but I think I
have become the latest victim of a devastating conspiracy.
I used to be a fairly calm,
well-rounded fellow. Not I wake up at three in the morning
hyperventilating. I used to enjoy life. Now I have an attorney. Life as I
knew it is over.
For 15 wonderful years I
resisted. Merrily running my own business, I avoided lawyers like the
plague. If someone asked the name of my attorney, I would gleefully
respond that I had none and then I would make a mental note to avoid doing
business with the questioner, just in case.
To see what knowledge was
escaping me, I went to law school, graduated, but never took the bar. When
people asked why, I jokingly told them that after passing the ethics exam
I realized I wasn’t cut out to be a lawyer.
In reality, I find attorneys to
be obsessed with ethics and professional responsibility, and that is the
root of the conspiracy that has devoured me. It began with a simple
purchase of partnership interests. I was buying, my two partners were
selling, and attorneys were nowhere to be found. When we reached an
agreement on price, one partner suggested his personal attorney, Barry,
draw up the agreement.
Since I had no attorney, I
quickly agreed, naively assuming it would be fairly simple. And it might
have been, except that the purchase required some seller financing, and
that required a SECURITY AGREEMENT.
This document allows the seller
to "attach" any and all assets of the debtor, including
inventory, fixtures, equipment, first-born son, etc. as security for
payment of the debt.
I’ve signed dozens of them with
banks, from business loans to car loans. The difference is that banks don’t
negotiate the fine points, and I never had an attorney.
This changed quickly when I called
Barry to iron out a couple of points before he began drawing up the
documents. I only needed about 15 minutes of his time.
He wouldn’t talk to me.
He insisted I obtain my own legal
counsel before meeting with me. Anxious to settle and not wishing to
offend Barry, I reluctantly called my close friend, Sharkey, who doesn’t
come cheap.
"Just a quick meeting, old
buddy." I said. "I’ll buy you lunch afterwards and we’ll
call it even."
Sharkey has a corner office in a
downtown highrise with sweeping views of the bay. He didn’t get it with
free lunches.
"Let’s see what they have in
mind," he said. "Don’t worry, I’ll take care of you"
When the meeting began, Barry and
Sharkey went at it. Few questions were directed at me. I would intervene
anyway, in a last gasp attempt to m manage my own destiny. Sharkey would
subtly let me know I was blowing everything.
The 15 minutes had turned into two
hours, but Sharkey was in control. When we finally left, he told me what
an incredible job he had done. Barry would be sending him a draft of the
documents, he’d review then, and we would be done with it.
I reluctantly agreed, realizing for the
first time the conspiracy was taking shape. Barry did not want to eat me
alive. That would be unethical. He wanted to eat me and my attorney alive.
That would be fun and profitable.
Once I had retained legal counsel, thanks to Barry, I fell
head first into the trap that had been laid.
I was turning everything over to
Sharkey. He was suddenly my mouthpiece, my protector. I could no longer
think for myself. Their attorney would have to get past my attorney.
Barry sent Sharkey 40 pages of
documents for his review, including a 25 page Security Agreement. Sharkey
couldn’t believe it.
"They’re not putting a gun to
your head," he said. "They’re using a cannon."
I was ready to sign. The cannon would
only go off if I defaulted, and I had no intention of doing so. I had
signed many a bank security agreement, and they had me stuffed inside the
cannon.
Sharkey was appalled. "You can’t
sign this," he said. "Let me mark it up and send it back to
them. Don’t worry. It won’t take me much time."
He had my best interests at heart. I
knew that. Five revisions, dozens of phone calls and $10,000 in attorney’s
fees later, I still believed it.
Our initial substantive agreement never
even changed. Excuse me while I go hyperventilate.
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