Clear communications between lawyers and clients make for better working relationships. In this light-hearted look at communications between business clients and in-house lawyers, we see that what they say isn't always what they mean.

1. active listening
a light-hearted
guide for the in-
house lawyer

2. every lawyer-client
relationship depends on
good communication
which we call
voice of the client

3. but
good communication
means more
than hearing what the
other party says

4. it means
understanding
what the
other party meant

5. so for those of you
in-house, this is what
your client meant

6. and for those of you
outside,
sympathize
with your in-house
colleagues

7. W
e need a lawyer who also is
a business partner.
By partner, we mean someone to take the fall
on this project, because we haven’t a clue if it
will work.
What they say:
What they mean:

8. A
fter legal review, we are ready
to go.
We are incredibly behind, but we are hoping
the legal department won’t be able to review
this in the 24 hours we gave them so we can
blame the project delay on the lawyers.
What they say:
What they mean:

9. O
f course we budgeted for
legal services.
We put $1,000 in the budget for legal
services – how much could it cost for the
legal work to set up a new pharmaceutical
manufacturing facility in Pakistan?
What they say:
What they mean:

10. T
he CFO fully supports this
project.
The CFO has never heard of this project, and
specifically told each of the business units
not to pursue any ventures like this until the
next fiscal year.
What they say:
What they mean:

11. W
e really want you on this
team.
Or anyone else for that matter, just as long as
it is a live body that will sign off without
asking too many questions.
What they say:
What they mean:

12. T
his one has a lot of legal
issues, so we would like you
to lead the team.
There isn’t a legal issue within one hundred
miles of this matter, but no one else wants to
touch this one since we all expect it to
implode.
What they say:
What they mean:

13. W
e need you to put your
business hat on for this one.
No lawyer in his or her right mind would sign
off on this, but maybe if we threaten to call
you a business sissy you will forget that price
fixing is illegal.
What they say:
What they mean:

14. T
his one has the potential to
transform the company and
your role in it.
Sure, this could transform the company from
a profitable publicly-held company into some
bits and pieces owned by its ten largest
competitors, and your role into a lawyer
begging to handle traffic ticket cases.
What they say:
What they mean:

15. T
his won’t take long to
review, it is just a renewal.
Of course, I’ve been working on it for two
years and all of the contract materials were
completely re-written. Oh, and the other side
can’t provide a redline.
What they say:
What they mean:

16. Y
ou seemed a bit testy when
I explained the situation.
It almost sounded like you thought I was to
blame for negotiating a deal that broke the
laws of three countries, signing a binding
letter of intent, and committing to the CEO
we would start operating in a week; all before
I even called you.
What they say:
What they mean:

17. W
e are going to need your
team to stretch a bit right
now.
We know you lawyers are working 100 hour
weeks and have been doing so for several
months, but really, isn’t that what being a
lawyer is all about?
What they say:
What they mean:

18. W
e don’t understand why you
need to use outside counsel
on this one.
How difficult can it be to understand the
securities laws of France, and besides, didn’t
you say something during your interview
about taking French in high school?
What they say:
What they mean:

19. T
om is out this week and it looks
like someone is going to pull
forward the close date by two
months. Could you jump in and
help us out?
Tom has been negotiating this deal for six
months, and he identified a hornet’s nest of
problems we missed. We waited until he
went on vacation and are hoping to end run
him by using you.
What they say:
What they mean:

20. I
am very familiar with the legal issues
that come up on these things, so we
should get along fine.
Actually, I’m very familiar with traffic court
because I’ve gotten plenty of tickets while
working on these things. I haven’t a clue
what I am supposed to do, much less what a
legal issue looks like.
What they say:
What they mean:

21. I
am all about teamwork and
communication.
I’ll forget to include you in the first five team
meetings, but you’ll figure out something is
wrong when everyone starts sending you
emails asking why you are so far behind in
drafting and circulating documents.
What they say:
What they mean:

22. T
his deal is based on our
standard template, so it won’t
take much of your time.
We have never done a deal like this. In fact, I
don’t think anyone has done a deal like this.
What they say:
What they mean:

23. T
he lawyer who handled these
before you always let us do this.
Actually, she ran screaming whenever we
tried to do this. Eventually, we just stopped
asking her.
What they say:
What they mean:

24. O
f course I read through the
agreement and checked the
business terms for accuracy.
I haven’t read anything, even the comics, for
years. Also, I didn’t take good notes on the
business terms during negotiations.
What they say:
What they mean:

25. N
ormally, I wouldn’t ask you to
approve this, but this is a very
special business situation.
What is special is that if I don’t get this
signed by tomorrow, I miss my bonus for the
quarter.
What they say:
What they mean:

26. Y
ou have every document I have
relating to this deal.
Except the hundreds showing this is a
knucklehead thing to do.
What they say:
What they mean:

27. W
e are in this together, so I
will absolutely meet you in
the office tomorrow morning
at 6:30 am so we can get
this thing done.
Well, 6:30 am give or take, because I won’t
leave the house until 7:00 am and then I have
to stop at Starbucks and the bank so really I
won’t get in until closer to 8:15 am, but then I
have an 8:30 am meeting anyway.
What they say:
What they mean:

28. A
ll you need to do is show up at
the meetings.
And, of course, run the meetings, coordinate
all pre- and post-meeting activities, prepare
all the documentation and figure out how this
whole thing will work. But, on the bright side,
I’ll take credit for everything.
What they say:
What they mean:

29. Y
ou knew about the issue as soon
as I knew about it.
When you think about the period covered by
the entire history of human civilization, what
does a few months really mean?
What they say:
What they mean:

30. I
really appreciate the way you
focus on the details.
The same way I appreciate getting a root
canal. Back off, man, just focus on the really
big picture (I need to get this done so I make
my monthly quota).
What they say:
What they mean:

31. I
absolutely agree, we should
focus on what is best for the
company and its shareholders.
If by that you mean we should focus on what
is best for my boss and me.
What they say:
What they mean:

32. I
don’t know any reason this
employee would come after us if
we terminated his employment
with the company.
He always laughed at the “old man” jokes we
told during the past year starting at his 50th
birthday party the day after he started
wearing hearing aids.
What they say:
What they mean:

33. I
completely agree with you, but
you should tell the CEO why you
think her idea is stupid.
Checkmate.
What they say:
What they mean:

34. J
ust to be clear, you are saying
we can’t do what every other
company in our industry does.
I have no idea what any other company in
our industry does, but let’s see you prove
that they don’t do what I want to do.
What they say:
What they mean:

35. Y
es (somewhat testily), I’m sure
my team secured the rights to
the artwork for this marketing
campaign.
Of course, it would be the first time they did
so, but anything can happen. Besides, we are
probably still using the assignment of rights
form we got from the legal department 20
years ago and then edited so it wasn’t
enforceable anyway.
What they say:
What they mean:

36. I
would never do anything that
would put the company at
serious risk.
At least not unless there was a reasonable
chance it would increase my bonus, and
certainly not since 8 am this morning.
What they say:
What they mean:

37. )
.,

38. KENNETH A. GRADY
Legal Evangelist
CEO
SeyfarthLean Consulting LLC
© 2014 SeyfarthLean Consulting LLC.
www.linkedin.com/in/kennethgrady
www.slideshare.net/KennethGrady
@leanlawstrategy
SeytLines.com