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Doth impose a weighty tax upon our distant aspirations;<br>
Doth impose a weighty tax upon our distant aspirations;<br>
Thy clipping tickets with their malty turn of phrase <br>
Thy clipping tickets with their malty turn of phrase <br>
Soil our accord with oily additions. Who wouldst draw  
Soil our accord with oily additions. Who wouldst draw <br>
Not the heaving strokes of palpitating consensus <br>
Not the heaving strokes of palpitating consensus <br>
But a wicker frame of ghoulish aspect <br>
But a wicker frame of ghoulish aspect <br>
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JC, being given to making up social science on the hoof, is working on a theory that when we buy the services of a commercial law firm — and, specifically, when we buy them to make [[contract]]s for us — we are not buying words, nor even the underlying legal content that they express, but the general, beatific, ''peace of mind'' that comes from paying ''serious people'' to do sober things. You don’t ''need'' to understand their words or concepts, because they have done that for you and, by their simple presence, intimated — but to be clear, not ''told'' you in so many words — that ''everything will be okay''.  
JC, being given to making up social science on the hoof, is working on a theory that when we buy the services of a commercial law firm — and, specifically, when we buy them to make [[contract]]s for us — we are not buying words, nor even the underlying legal content that they express, but the general, beatific, ''peace of mind'' that comes from paying ''serious people'' to do sober things. You don’t ''need'' to understand their words or concepts, because they have done that for you and, by their simple presence, intimated — but to be clear, not ''told'' you in so many words — that ''everything will be okay''.  


This illusion lasts thereafter as long as no-one casts an analytical eye across the documents. The moment anyone does — and look: no one reads legal agreements for the hell of it, so assume such a person is being paid to pick holes — that illusion usually vanishes.  
This illusion lasts thereafter as long as no one casts an analytical eye across the documents. The moment anyone does — and look: no one reads legal agreements for the hell of it, so assume such a person is being paid to pick holes — that illusion usually vanishes.  


Important operators — words like “not” —  will be inexplicably absent when needed and irritatingly there when not. Square brackets, [[blob]]s and placeholders will appear just where you dearly wish for [[certainty]]. Critical terms will be subject to non-existent subclauses. Carelessly-lobbed [[boilerplate]] will ram-raid painstakingly crafted rights.  
Important operators — words like “not” —  will be inexplicably absent when needed and irritatingly there when not. Square brackets, [[blob]]s and placeholders will appear just where you dearly wish for [[certainty]]. Critical terms will be subject to non-existent subclauses. Carelessly lobbed [[boilerplate]] will ram-raid painstakingly crafted rights.  


And that is where the parties have had in mind the original deal. But life is rarely as mundane as that. Invariably, since execution, neither side will have paid the docs the blindest bit of attention. They may not know where they are or, if enough time has passed, even that there ''are'' any docs. Why would they? No one has insisted on, performed, or seemed advertent to those hotly argued covenants and termination rights. Agreed billing mechanisms and amendment procedures have been ignored. By their behaviour the parties may, quite consensually, have systematically contradicted key tenets of the contract, for years.  
And that is where the parties have had in mind the original deal. But life is rarely as mundane as that. Invariably, since execution, neither side will have paid the docs the blindest bit of attention. They may not know where they are or, if enough time has passed, even if there ''are'' any docs. Why would they? No one has insisted on, performed, or seemed advertent to those hotly argued covenants and termination rights. Agreed billing mechanisms and amendment procedures have been ignored. By their behaviour the parties may, quite consensually, have systematically contradicted key tenets of the contract, for years.  


None of this matters in the slightest until the relationship hits the skids. Suddenly each side seeks legal advice, new counsel comb the contract, poring over minor details, and hunting for clinchers in a babbling, confused, inchoate hellscape of random words that it is now impossible, except by coincidence, to map to any coherent course of behaviour let alone the partiesʼ actual dealings with each other.  
None of this matters in the slightest until the relationship hits the skids. Suddenly each side seeks legal advice, new counsel comb the contract, poring over minor details, and hunting for clinchers in a babbling, confused, inchoate hellscape of random words that it is now impossible, except by coincidence, to map to any coherent course of behaviour let alone the partiesʼ actual dealings with each other.  
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The ugly secret of professional practice is that the work product is mostly mediocre because, for the most part, ''it doesnʼt matter if it is not''.  
The ugly secret of professional practice is that the work product is mostly mediocre because, for the most part, ''it doesnʼt matter if it is not''.  


Ninety nine percent of contracts are never litigated. This is not because they are flawless. It is because their parties donʼt fall out.
Ninety-nine per cent of contracts are never litigated. This is not because they are flawless. It is because their parties donʼt fall out.


The contract preparation process is, to its principals, a thing of sombre mystery. You are not even ''meant'' to understand the actual words they send you, and you may cause yourself trouble if you try. It is better just to take that generalised comfort that there are a ''lot'' of words, they seem somehow legally sonorous, strung together in carefully constructed, if forbiddingly unbroken, slabs, and the battalions of advisors who have gathered on either side of the banquet to pick them over will, by the time the bus boys are serving coffee and warming up the disco, understand it all.  
To its principals, the contract preparation process is a sombre mystery. You are not even ''meant'' to understand the actual words they send you, and you may cause yourself trouble if you try. It is better just to take that generalised comfort that there are a ''lot'' of words, they seem somehow legally sonorous, strung together in carefully constructed, if forbiddingly unbroken, slabs, and the battalions of advisors who have gathered on either side of the banquet to pick them over will, by the time the bus boys are serving coffee and warming up the disco, understand it all.  


All that skirmishing and sniping must, after all, ''do'' something — mustnʼt it? It must advance what the respective advisors take to be their clientsʼ interests, however imperfectly they understand them.  
All that skirmishing and sniping must, after all, ''do'' something — mustnʼt it? It must advance what the respective advisors take to be their clientsʼ interests, however imperfectly they understand them.  


The same way trenches and battle fronts thrust and counterthrust, the lines move back and forth. Since the people who wrangle these textual monoliths are part of an educated elite, a kind of emergent wisdom settles upon the project. Its net effect — even if you cannot fathom how or why — will be a comforting conviction that everything will generally be ''okay''.
In the same way trenches and battle fronts thrust and counterthrust, the lines move back and forth. Since the people who wrangle these textual monoliths are part of an educated elite, a kind of emergent wisdom settles upon the project. Its net effect — even if you cannot fathom how or why — will be a comforting conviction that everything will generally be ''okay''.


But what if this assumption was — ''wrong''?
But what if this assumption was — ''wrong''?