Cocktail napkin

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All that is not flannel, boilerplate or mere verbiage. The key terms, that you hacked out in a still, small moment of clarity, or weakness, when the inspiration struck you and your counterparty, in some nasty bar in a bad part of town in the early hours, while a janitor mopped the floor, a bellhop stacked chairs and the bartender shot you daggers, but that through which you clenched the deal. The cocktail napkin is that terse memorial you both sign before the throwaway remark that consigns your hopeful — and yes, partly inebriated — aspirations of commercial elegance and clarity to the meat-grinder: “the lawyers can pin down the details later”.

Sometimes called a “termsheet”, the cocktail napkin is the concentrated essence of your deal. Everything of importance — everything you need to confirm that your respective idems reached a consensus is there: you’re done, you are locked, loaded, and all you now need are the legal eagles to wheel in the Machine that goes Ping and smother the whole thing in acres of boilerplate.

Here is a curious refutation of a truth that is otherwise universal: that everything before the “but” is bullshit. Everything on the cocktail napkin goes before the “but” — that is its very definition — but here it contains all the distilled, unvarnished essence of your engagement. It is the antithesis of bullshit. Where the napkin ends, the “but” begins. Here it is everything that comes after the cocktail napkin — and make no mistake, torrents will come after it — that is bullshit.

But hold on for dear life: within nine months you’ll be live!

See also

• ClauseHub
• Boilerplate