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I have an example. In a previous role was in a position where we were negotiating a large-ish (>1M USD) multi-year contract when our client asked us to also do

I have an example. In a previous role was in a position where we were negotiating a large-ish (>1M USD) multi-year contract when our client asked us to also do a proof of concept about some topic. It was just 1 week or 2 weeks so I said it would be free but because of various regulatory stuff we needed a contract in place. I was dealing with the same purchasing lawyer on both contracts. The process was super-standard: someone sends a first draft, the other side redlines (proposes changes and makes comments), then the first team redline, etc, at some point you all compromise a bit and someone makes a clean copy of the document containing all the agreed changes for everyone to sign. So we got to the point we had all agreed and the purchasing lawyer on the other side produced the "clean copy" but he obviously thought we were a bunch of rubes so he produced a clean copy for us to sign by backing out all of our changes and only putting in his changes. This is a ridiculously low-integrity bush-league stunt and he did it on the zero-cost POC contract while we were still negotiating the >1m big contract. Some people just want to win so bad it doesn't even matter to them that they are being total assholes, the prize is zero and it's outright harmful to their own interests. I bet he cheats when playing his own kids at boardgames.

azinman2 7y ago
Are you sure it wasn’t a genuine mistake?
- seanhunter 7y ago
  He did a few things when he did it which made it clear it wasn't a mistake. He had to sort of go out of his way to do it.
- Nrbelex 7y ago
  And if you're sure, did you report this to the relevant disciplinary body?
  - jandrese 7y ago
    What, the bar association? Sleezy as this is you wouldn't be able to show damages since you didn't sign the contract. The other lawyer can claim error and the burden of proof would be on you. If you did accept, then you have a lengthy court battle ahead where a jury could very well rule "abide by the contract you signed you reneging moocher." The real world isn't a school playground. Calling a teacher over is time consuming and expensive and far from a guarantee of justice. It is up to you to keep yourself safe from assholes like this by always doing your due diligence. Someone who pulls this kind of shit constantly will eventually lose their license, but many years down the road and after many victims.
    - Nrbelex 7y ago
      ABA Model Rules of Professional Conduct, Rule 8.4: Misconduct: "It is professional misconduct for a lawyer to: [...] (c) engage in conduct involving dishonesty, fraud, deceit or misrepresentation..." [https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_8_4_misconduct/ https://www.americanbar.org/groups/professional_responsibili...] If it really was intentional, this very clearly meets the standard, and there's absolutely no requirement that there be damages for the lawyer to be disciplined. I'm not talking about a fraud or malpractice claim, so there's no reason this would involve a lengthy court battle, etc. Further, Rule 8.3: "(a) A lawyer who knows that another lawyer has committed a violation of the Rules of Professional Conduct that raises a substantial question as to that lawyer's honesty, trustworthiness or fitness as a lawyer in other respects, shall inform the appropriate professional authority." [https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_8_3_reporting_professional_misconduct/ https://www.americanbar.org/groups/professional_responsibili...] Seems to fit as well if the behavior was repeated.
      - jandrese 7y ago
        But on the same site: https://www.americanbar.org/groups/professional_responsibility/resources/resources_for_the_public/ https://www.americanbar.org/groups/professional_responsibili... > The ABA is not a lawyer disciplinary agency and has no authority to investigate or act upon complaints filed against lawyers. Each state has its own agency that performs that function in regard to lawyers practicing in that state. Locate your state agency from the Directory of State Disciplinary Agencies. So you're not dealing with the ABA, but the underfunded and understaffed state board.
- izacus 7y ago
  No, I've had this happen when drawing up contracts with American lawyers way too many times for it to be mistakes. We've had lawyers try to sneak in one sided clauses after we agreed differently with business owners pretty much constantly. It always significantly deteriorated relations with that company. But I guess Americans think that's fine because "it's just business".
  - azinman2 7y ago
    IANAL, but if you have correspondence indicating that you wanted something removed and both sides agreed to it, then I'd imagine you'd have a case in court if they slipped something in. Contracts are never 'iron-clad' -- for example, you cannot legally sign away your soul. Lots of stuff can be invalidated in court.
    - dillonmckay 7y ago
      That sounds expensive.
    - izacus 7y ago
      Sure, but when they "fix" things like ticket/issue response times, SLAs, responsibilities of both companies, it can later be very hard to prove what you've agreed on a video call with a CEO/CTO. Especially when that other company decides that you'll be the one taking the blame for their internal politics.
      - azinman2 7y ago
        Always get everything in writing. If you've been passing redlines back and forth, you should have that at minimum.
  - Ericson2314 7y ago
    Yeah this is standard American bullshit.
    - airstrike 7y ago
fma 7y ago
What happened after? FWIW My wife and I were negotiating a commercial lease and we always did a diff between what they send back and what we sent them in case they pulled something like that. It may not be malicious (i.e. they updated a wrong version). They had integrity and they didn't do pull any stunts.
- seanhunter 7y ago
  We called him out on it, he sent a new version and we executed. On the big contract he tried several other small variants on this (going back and post-hoc altering wording that had been agreed, delaying things for no reason, just generally being an incredible pain in the ass to deal with in a million small ways) until we got a press release from the CEO of his (global) company saying how happy they were to work with us and his demeanor instantly changed and he became super-constructive and efficient. In spite of everything everyone on this thread thinks/says, it definitely wasn't an error. I spoke to another third-party vendor (over a beer) who were going through purchasing at the same time as us and he was doing the exact same thing with them.
  - mirekrusin 7y ago
    Maybe his pay was based on how hard he screws it?
    - solarkraft 7y ago
      Maybe they made a cost/benefit analysis along the lines of "If we mess with 10 potential partners we may lose one or two, but the gains of completely fucking one over make it completely worth it". It's something I probably wouldn't do because the risk is too high, but I wouldn't be quick to assume the contract manager decides on his behavior based on feelings towards new companies.
    - fuzzfactor 7y ago
      His profession has some of the widest opportunities for unfair financial rewards which result from ruthlessness alone, and this has traditionally often been executable within a typical office structure not materially different from the fair dealers who actually want everyone to win. Even if he is working for the most benevolent & generous of corporations right now, the temptation to switch to a firm or org with a significant to dominant ruthlessness component will always be there. He was just keeping up his chops.
Ididntdothis 7y ago
It’s a common negotiation strategy to be a complete ass and wearing people down. A lot of people will give in just to keep the peace. It also works to ask for more concessions right before closing the deal. You just have to be shameless. I think that’s why sociopaths tend to do well in business.
- gameswithgo 7y ago
  Once word gets around though, it starts to harm you in the long run. I worked for a company where one of the owners seemed to have a world view that everyone is trying to screw you over, so you better screw them over first. After I left I had a friend ask about the company, because they were about to a deal with them. I gave my honest opinion and suggested they be sure to get any money up front and be very careful to reduce their risk.
  - minikites 7y ago
    >Once word gets around though, it starts to harm you in the long run. Does it? It seems to have worked for the president of the USA just fine and that was his exact tactic in all of his business "deals".
  - Ididntdothis 7y ago
    I am not so sure about that. When I was consultant I had several clients that were a complete pain to deal with but they also had a lot of money to spend so it was worth it in the end. When I read business biographies I get the impression that a lot of successful people/companies like Gates, Jobs, Ellison or Walmart are really hard to do business with. They will exploit you as soon as you make the slightest mistake but if you play everything right you can make good money.
    - wolco 7y ago
      I would advise never to do business with Walmart, Apple, Microsoft as a small business. They have so much leverage over you, mistake or not things are out of your control from the start. The more work you do for them the more they take over the rest of your business. Get bigger then talk.
meritt 7y ago
> by backing out all of our changes and only putting in his changes That so feels like a mistake because that's the sort of tactic that would completely and utterly remove their capability of ever working as a corporate lawyer ever again for any company. If that genuinely happened, that lawyer needs to be disbarred, but that's a pretty damn egregious accusation.
- amelius 7y ago
  "Never attribute to malice that which can be explained by stupidity."
  - caminante 7y ago
    No. This can't be attributed to stupidity. He's an attorney. Contract version control is part of his job. Selectively discarding counterparty edits is blatant.
- mediaman 7y ago
  It's not that easy to accept only your own changes though. You can accept all changes, or reject all changes, but accepting only your own and rejecting others, at least in Word, takes specific effort.
  - Loughla 7y ago
    I attribute user error and stupidity when most people attribute malicious intent. 99% of the time, I am correct. I'm betting that, if the lawyer was not acting maliciously, s/he used the wrong version of the document to accept changes.
    - throwanem 7y ago
      Fair point. On the other hand, I'm not much more inclined to work with a stupid lawyer than a malicious one. If he opens by screwing up this badly, what's he going to do next? There are some cases in which granting the benefit of the doubt is too much of a risk to be worth taking.
DesiLurker 7y ago
this is the reason you include md5sum or sha1 checksum when you send the binary releases. plus it helps with version tracking.
pc86 7y ago
Except this has been tried before and they typically end in one of three outcomes: 1) It was a mistake and it doesn't go to court. 2) It was intentional and it doesn't go to court because the attorney, while still being a piece of shit, understands what option 3 is. 3) It was intentional, it goes to court, and you produce the email evidence showing the attorney agreed to changeset N then sent along changeset N-1, and the provisions are thrown out because they were executed in bad faith.
- listsfrin 7y ago
  * if you have the money and the people prepared for 3)
  - Jommi 7y ago
    This point only pertains in places with a poisonous legal system, such as US or UK.
    - nerdponx 7y ago
      Serious question: is there a legal system that works better in these kinds of cases?
    - wozniacki 7y ago
      Could you perhaps explain how it works in your country or other countries, in such matters? I'm not necessarily knocking any non-US or non-UK judiciaries or jurisprudence(s); in fact if anything I find US or UK systems poisonous too - as you describe it - to a high degree in some cases. But how does a modern, complex and non-homogeneous society aribiter cases without turning "poisonous" or odious to some members? To my knowledge much of Europe, M.E., Asia and even S. America are composed of largely homogeneous populaces with a smattering of outsiders at best.
      - danans 7y ago
        > But how does a modern, complex and non-homogeneous society aribiter cases without turning "poisonous" or odious to some members? There is no perfect society in this regard. Just because it's hard doesn't mean that such societies shouldn't strive to reduce the odiousness, and maximize the fairness in the administration of justice, regardless of the subgroup that the contending parties may belong to. Fair and equal treatment under the eyes of the law is a cornerstone of human rights. > To my knowledge much of Europe, M.E., Asia and even S. America are composed of largely homogeneous populaces with a smattering of outsiders at best. You've listed regions that contain some of the most heterogenous countries on earth in ethnicity, language, and culture, like the UK, France, China, India, Iraq, Lebanon, Indonesia, Brazil. Some of these countries have multiple, sometimes contradictory legal systems, some sanctioned by the state, others by religious power structures. The country that is often referred to as among the most homogeneous societies in the world, Japan, has a pretty well acknowledged dual justice system for citizens versus visitors. All societies fail at this, but if anything, the very homogeneous societies fail the most at offering equal justice.
dillonmckay 7y ago
Ha. Our city council is dealing with that regarding a CATV franchise agreement. The cable company’s attorneys changed several provisions that did not show up as redline changes, while intentionally making syntax and grammar errors that did show up as redline changes.
SignalsFromBob 7y ago
I hope you cut that client lose. If they'll do something like that on the POC they'll do it on the big contract and in numerous other ways. You'll have to double-check everything with a client like that and not be able to trust them. Life's too short to put up with that.
dboreham 7y ago
I don't think this trick works. Also if he was a lawyer wouldn't this get him disbarred? Any chance it was just a screwup?
- kevin_nisbet 7y ago
  I was thinking the same thing, it's the type of thing that probably should be reported to the relevant bar. I don't know if it would get him disbarred, but there might be other disciplinary actions they can take if proven or it happens constantly.
- meddlepal 7y ago
  Not a lawyer, but have family that are: according to them it's really really hard to get disbarred. Permanent disbarment is basically reserved for stealing client money. Everything else is forgivable.
hyperpallium 7y ago
I had a famous company redline many minor changes that we had discussed, but in amongst it, they redlined a major change we hadn't discussed. They said, *we redlined it, you saw it, what's the big deal?" But I wouldn't deal with them after that.

azinman2 7y ago

Are you sure it wasn’t a genuine mistake?

seanhunter 7y ago
He did a few things when he did it which made it clear it wasn't a mistake. He had to sort of go out of his way to do it.
Nrbelex 7y ago
And if you're sure, did you report this to the relevant disciplinary body?
- jandrese 7y ago
  What, the bar association? Sleezy as this is you wouldn't be able to show damages since you didn't sign the contract. The other lawyer can claim error and the burden of proof would be on you. If you did accept, then you have a lengthy court battle ahead where a jury could very well rule "abide by the contract you signed you reneging moocher." The real world isn't a school playground. Calling a teacher over is time consuming and expensive and far from a guarantee of justice. It is up to you to keep yourself safe from assholes like this by always doing your due diligence. Someone who pulls this kind of shit constantly will eventually lose their license, but many years down the road and after many victims.
  - Nrbelex 7y ago
    ABA Model Rules of Professional Conduct, Rule 8.4: Misconduct: "It is professional misconduct for a lawyer to: [...] (c) engage in conduct involving dishonesty, fraud, deceit or misrepresentation..." [https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_8_4_misconduct/ https://www.americanbar.org/groups/professional_responsibili...] If it really was intentional, this very clearly meets the standard, and there's absolutely no requirement that there be damages for the lawyer to be disciplined. I'm not talking about a fraud or malpractice claim, so there's no reason this would involve a lengthy court battle, etc. Further, Rule 8.3: "(a) A lawyer who knows that another lawyer has committed a violation of the Rules of Professional Conduct that raises a substantial question as to that lawyer's honesty, trustworthiness or fitness as a lawyer in other respects, shall inform the appropriate professional authority." [https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_8_3_reporting_professional_misconduct/ https://www.americanbar.org/groups/professional_responsibili...] Seems to fit as well if the behavior was repeated.
    - jandrese 7y ago
      But on the same site: https://www.americanbar.org/groups/professional_responsibility/resources/resources_for_the_public/ https://www.americanbar.org/groups/professional_responsibili... > The ABA is not a lawyer disciplinary agency and has no authority to investigate or act upon complaints filed against lawyers. Each state has its own agency that performs that function in regard to lawyers practicing in that state. Locate your state agency from the Directory of State Disciplinary Agencies. So you're not dealing with the ABA, but the underfunded and understaffed state board.
izacus 7y ago
No, I've had this happen when drawing up contracts with American lawyers way too many times for it to be mistakes. We've had lawyers try to sneak in one sided clauses after we agreed differently with business owners pretty much constantly. It always significantly deteriorated relations with that company. But I guess Americans think that's fine because "it's just business".
- azinman2 7y ago
  IANAL, but if you have correspondence indicating that you wanted something removed and both sides agreed to it, then I'd imagine you'd have a case in court if they slipped something in. Contracts are never 'iron-clad' -- for example, you cannot legally sign away your soul. Lots of stuff can be invalidated in court.
  - dillonmckay 7y ago
    That sounds expensive.
  - izacus 7y ago
    Sure, but when they "fix" things like ticket/issue response times, SLAs, responsibilities of both companies, it can later be very hard to prove what you've agreed on a video call with a CEO/CTO. Especially when that other company decides that you'll be the one taking the blame for their internal politics.
    - azinman2 7y ago
      Always get everything in writing. If you've been passing redlines back and forth, you should have that at minimum.
- Ericson2314 7y ago
  Yeah this is standard American bullshit.
  - airstrike 7y ago

fma 7y ago

What happened after? FWIW My wife and I were negotiating a commercial lease and we always did a diff between what they send back and what we sent them in case they pulled something like that. It may not be malicious (i.e. they updated a wrong version). They had integrity and they didn't do pull any stunts.

seanhunter 7y ago
We called him out on it, he sent a new version and we executed. On the big contract he tried several other small variants on this (going back and post-hoc altering wording that had been agreed, delaying things for no reason, just generally being an incredible pain in the ass to deal with in a million small ways) until we got a press release from the CEO of his (global) company saying how happy they were to work with us and his demeanor instantly changed and he became super-constructive and efficient. In spite of everything everyone on this thread thinks/says, it definitely wasn't an error. I spoke to another third-party vendor (over a beer) who were going through purchasing at the same time as us and he was doing the exact same thing with them.
- mirekrusin 7y ago
  Maybe his pay was based on how hard he screws it?
  - solarkraft 7y ago
    Maybe they made a cost/benefit analysis along the lines of "If we mess with 10 potential partners we may lose one or two, but the gains of completely fucking one over make it completely worth it". It's something I probably wouldn't do because the risk is too high, but I wouldn't be quick to assume the contract manager decides on his behavior based on feelings towards new companies.
  - fuzzfactor 7y ago
    His profession has some of the widest opportunities for unfair financial rewards which result from ruthlessness alone, and this has traditionally often been executable within a typical office structure not materially different from the fair dealers who actually want everyone to win. Even if he is working for the most benevolent & generous of corporations right now, the temptation to switch to a firm or org with a significant to dominant ruthlessness component will always be there. He was just keeping up his chops.

Ididntdothis 7y ago

It’s a common negotiation strategy to be a complete ass and wearing people down. A lot of people will give in just to keep the peace. It also works to ask for more concessions right before closing the deal. You just have to be shameless. I think that’s why sociopaths tend to do well in business.

gameswithgo 7y ago
Once word gets around though, it starts to harm you in the long run. I worked for a company where one of the owners seemed to have a world view that everyone is trying to screw you over, so you better screw them over first. After I left I had a friend ask about the company, because they were about to a deal with them. I gave my honest opinion and suggested they be sure to get any money up front and be very careful to reduce their risk.
- minikites 7y ago
  >Once word gets around though, it starts to harm you in the long run. Does it? It seems to have worked for the president of the USA just fine and that was his exact tactic in all of his business "deals".
- Ididntdothis 7y ago
  I am not so sure about that. When I was consultant I had several clients that were a complete pain to deal with but they also had a lot of money to spend so it was worth it in the end. When I read business biographies I get the impression that a lot of successful people/companies like Gates, Jobs, Ellison or Walmart are really hard to do business with. They will exploit you as soon as you make the slightest mistake but if you play everything right you can make good money.
  - wolco 7y ago
    I would advise never to do business with Walmart, Apple, Microsoft as a small business. They have so much leverage over you, mistake or not things are out of your control from the start. The more work you do for them the more they take over the rest of your business. Get bigger then talk.

meritt 7y ago

> by backing out all of our changes and only putting in his changes That so feels like a mistake because that's the sort of tactic that would completely and utterly remove their capability of ever working as a corporate lawyer ever again for any company. If that genuinely happened, that lawyer needs to be disbarred, but that's a pretty damn egregious accusation.

amelius 7y ago
"Never attribute to malice that which can be explained by stupidity."
- caminante 7y ago
  No. This can't be attributed to stupidity. He's an attorney. Contract version control is part of his job. Selectively discarding counterparty edits is blatant.
mediaman 7y ago
It's not that easy to accept only your own changes though. You can accept all changes, or reject all changes, but accepting only your own and rejecting others, at least in Word, takes specific effort.
- Loughla 7y ago
  I attribute user error and stupidity when most people attribute malicious intent. 99% of the time, I am correct. I'm betting that, if the lawyer was not acting maliciously, s/he used the wrong version of the document to accept changes.
  - throwanem 7y ago
    Fair point. On the other hand, I'm not much more inclined to work with a stupid lawyer than a malicious one. If he opens by screwing up this badly, what's he going to do next? There are some cases in which granting the benefit of the doubt is too much of a risk to be worth taking.

DesiLurker 7y ago

this is the reason you include md5sum or sha1 checksum when you send the binary releases. plus it helps with version tracking.

pc86 7y ago

Except this has been tried before and they typically end in one of three outcomes: 1) It was a mistake and it doesn't go to court. 2) It was intentional and it doesn't go to court because the attorney, while still being a piece of shit, understands what option 3 is. 3) It was intentional, it goes to court, and you produce the email evidence showing the attorney agreed to changeset N then sent along changeset N-1, and the provisions are thrown out because they were executed in bad faith.

listsfrin 7y ago
* if you have the money and the people prepared for 3)
- Jommi 7y ago
  This point only pertains in places with a poisonous legal system, such as US or UK.
  - nerdponx 7y ago
    Serious question: is there a legal system that works better in these kinds of cases?
  - wozniacki 7y ago
    Could you perhaps explain how it works in your country or other countries, in such matters? I'm not necessarily knocking any non-US or non-UK judiciaries or jurisprudence(s); in fact if anything I find US or UK systems poisonous too - as you describe it - to a high degree in some cases. But how does a modern, complex and non-homogeneous society aribiter cases without turning "poisonous" or odious to some members? To my knowledge much of Europe, M.E., Asia and even S. America are composed of largely homogeneous populaces with a smattering of outsiders at best.
    - danans 7y ago
      > But how does a modern, complex and non-homogeneous society aribiter cases without turning "poisonous" or odious to some members? There is no perfect society in this regard. Just because it's hard doesn't mean that such societies shouldn't strive to reduce the odiousness, and maximize the fairness in the administration of justice, regardless of the subgroup that the contending parties may belong to. Fair and equal treatment under the eyes of the law is a cornerstone of human rights. > To my knowledge much of Europe, M.E., Asia and even S. America are composed of largely homogeneous populaces with a smattering of outsiders at best. You've listed regions that contain some of the most heterogenous countries on earth in ethnicity, language, and culture, like the UK, France, China, India, Iraq, Lebanon, Indonesia, Brazil. Some of these countries have multiple, sometimes contradictory legal systems, some sanctioned by the state, others by religious power structures. The country that is often referred to as among the most homogeneous societies in the world, Japan, has a pretty well acknowledged dual justice system for citizens versus visitors. All societies fail at this, but if anything, the very homogeneous societies fail the most at offering equal justice.

dillonmckay 7y ago

Ha. Our city council is dealing with that regarding a CATV franchise agreement. The cable company’s attorneys changed several provisions that did not show up as redline changes, while intentionally making syntax and grammar errors that did show up as redline changes.

SignalsFromBob 7y ago

I hope you cut that client lose. If they'll do something like that on the POC they'll do it on the big contract and in numerous other ways. You'll have to double-check everything with a client like that and not be able to trust them. Life's too short to put up with that.

dboreham 7y ago

I don't think this trick works. Also if he was a lawyer wouldn't this get him disbarred? Any chance it was just a screwup?

kevin_nisbet 7y ago
I was thinking the same thing, it's the type of thing that probably should be reported to the relevant bar. I don't know if it would get him disbarred, but there might be other disciplinary actions they can take if proven or it happens constantly.
meddlepal 7y ago
Not a lawyer, but have family that are: according to them it's really really hard to get disbarred. Permanent disbarment is basically reserved for stealing client money. Everything else is forgivable.

hyperpallium 7y ago

I had a famous company redline many minor changes that we had discussed, but in amongst it, they redlined a major change we hadn't discussed. They said, *we redlined it, you saw it, what's the big deal?" But I wouldn't deal with them after that.