I fought the law and lawyers won

   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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