My spouse is a human lawyer. She's working now for a software company; she did her part taking it public a few years ago. She knows our trade pretty well.
The difference between a lawyer on the one hand, and a "jailhouse lawyer" (an engineer who does legalish work) on the other, are these:
The lawyer knows how to get things done to support the business. It's rare for a real in-house lawyer to tell the business, "we can't do that." More often, it's "here's how we do that."
The lawyer knows how to write a form contract (sales, lease, nondisclosure, etc) so other lawyers will read it and say "ok, that's fair" and sign it.
The lawyer knows how to read an incoming form contract to see if it's fair.
The lawyer has real relationships with her counterparts at customer and vendor companies. When a vendor tries to change terms, she calls her counterpart and asks, "what's this about? My business has problems with this. How can we get to yes?"
The lawyer knows that if a dispute gets to a judge, the remedy will be money. With very few exceptions there's no way for a judge to repair a business deal that's gone sideways. So the lawyer says, "anything but court."
At some level, the law is like computer code. But the computer code has been around for many centuries and it has been patched over and over and over again as needed to solve real-world problems: in the US and English system that's called "case law.". There's an adage that "hard cases make bad case law." Lawyers know the ins and outs of this stuff.
In my experience as an entrepreneur, when I've played lawyer I've generally overdone things to my detriment.
The US is definitely litigation-happy. That makes things tough.
I feel like the rise of the "legalish"/"jailhouse lawyer" type person is just a facet of a broader societal trend towards the rejection of expertise.
Experts are gatekeepers, and the whole thrust of the culture over the last few decades has been towards the removal of gatekeepers, towards the "democratization" of everything. Who needs journalism when you have blogs and social media? Who needs doctors when you have WebMD and Goop? Who needs lawyers when you have LegalZoom and YouTube?
The problem, of course, being that experts are called experts because they know stuff that you don't, and as we drive all the experts out of the public square the vacuum left behind as their knowledge departs is being filled by dangerous nonsense. "Democratization" is not proving to be a very good advertisement for democracy.
The less fashionable expertise becomes, the more I find I appreciate it.
Lawyers are also infamously expensive in billable hours. Not to mention scope creep of law both with contract proliferation and law sizes with no condensing efforts or even garbage collection of long unenforced, obviously superceded by higher courts, or so removed from societal context to be nonsensical laws.
If it is omnipresent enough and too expensive to defer everyone had to practice some law then.
People will not even pay a $1500 for an independent review of a $1million home purchase. Most just blindly follow their real estate agent's advice even though such agents are usually hopelessly conflicted because of their own financial interest in getting the deal done.
That's not a completely fair example, though, for a number of reasons.
If you think there's an honest chance that a $1500 independent review could turn up something that would make you turn down the deal and try to find another, do you then expect to have another $1500 review done? What expectation should you, a non-expert in doing this kind of calculation, have about the total cost of having independent reviews done?
Also, $1500/$1million sounds tiny, but nobody who thinks they can't afford a $1500 review buys a $1million house in cash; they get a mortgage and expect to pay $4.5k/month, and people in general don't save (or have the ability to save) as much as I do/would. So it's $1500/$4500 in the immediate future of having to make your first payment, on top of closing costs, etc., for benefit that is already unclear to a non-expert.
And by definition we're talking about a non-expert, because that's why they would have the need to hire a lawyer to do an independent review.
Anyway, it's not that I necessarily think lawyers are that expensive across the board, but the existence of that perception shouldn't be very confusing. A non-expert doesn't have the tools to accurately put a value on expert services.
Another scenario: say you have this $1500 review and it uncovers issues. You want the house anyway and try to negotiate the price down. Oops, the house goes to the next bidder who didn't bother with such a review. Basically, all you can do with the review is to "know what you're getting into".
Depending on the jurisdiction, anything discovered in a detailed inspection of this sort will have to be disclosed to any future buyers.
So, in that case, it would be to the best interest of the seller to reduce their asking price and/or fix the major problems that were found, so that they no longer have to carry this legal burden going forward.
Yes, this happened to me and my wife (she's the lawyer in the family), and this resulted in us getting over $12,000 cut off the purchase price of our house, in addition to getting a number of major problems fixed before the deal actually went through.
IANAL myself, and I can't make any claims that anyone else will necessarily benefit in the same way, but that detailed inspection of the house-to-be-bought can be worth 10x the cost you pay for it -- or more.
In residential deal, the legal review comes after the offer has been accepted and the title co has provided a title commitment and proposed title insurance policy but before closing.
Depending on the discovered issues, if any, your offer may be voidable or in a worse case you will have to forgo your earnest money. Still better than losing the whole house years later because of something like an incorrectly handled DIY divorce.
As I understand it, the title company reviews and insures everything related to the title. And the Purchase and Sale agreement is a standard form contract. What would a buyer need a lawyer to review?
Here, for example, you overstated the responsibilities/duties of the title company.
A title company's promise to insure real property titles/deeds comes with many (sometimes pages) of exceptions or disclaimers that depend on the state of the title history. Stuff they don't understand (confused records, muddled divorce/death histories, old easements, etc.) they will disclaim from the coverage.
Title companies provide a several page title commitment that describes the state of the world as they see it and given that state-of-the-world they craft and issue a policy. They don't guarantee against things not included in the title commitment they disclaim them away.
In most cases, especially in developed urban areas, the default works. But if there are edge conditions, the title policy often doesn't fix them because the policy disclaims around them.
But if you read and understand the title commitment and trace the title history yourself (or hire lawyer to do so), you can challenge the title company to remove unwanted disclaimers or add additional protections before you close. Also, you can identify potential chain of title issues and have the seller fix them before closing.
A one-percenter buying a million-dollar house might well consider it reasonable to hire a lawyer to help out with something as ordinary as a home purchase, but the rest of us aren't buying million-dollar houses and don't routinely get legal advice about anything. When I bought my house, I had $30k to spend as a down payment; no way would it have made sense to waste 5% of that on unnecessary legal work. (What would lawyers have even theoretically been able to tell me, anyway?)
Anecdata, but I spent about $30K in attorney and court fees during my divorce, and I got a reduced hourly rate and retainer because I was buddies with a guy that clerked for him.
It definitely didn't feel like a bargain, but so much of what you are paying for is the knowledge of what needs to be filled, when, maintaining the case docket, serving discovery, filing motions, etc. and all of these can be incredibly puzzling for someone not familiar with proceedings of the court.
Inhouse lawyers cost about ther same as grade A developers or sales people. Certainly less than most executives. Why do lawyers choose to work inhouse? Because working at white-shoe law firms means 90 hours a week.
You don't HAVE to use Wilson and $onsini to look at incoming NDAs, for example.
The whole point of writing fair form contracts is to remove legal burden when deals get done, without compromising the outcome or the rights of either party.
It's true that VCs have close relationships with certain white shoe law firms, so legal costs can be high when closing rounds of financing. Grumble about it, for sure. Consider it a tax on the money you raise. But don't fall into the trap of thinking that same law firm is "your lawyers," and you can't get help from other lawyers.
Except in the case of lawyers and doctors, the gatekeeping is explicitly enforced by law. You cannot write your own prescriptions, and while you can represent yourself in court, the lawyers who run the court do everything to ensure you will likely stumble. Guilds who control legally enforced gates require some kind of counterbalancing force to ensure that they don't work for their own interest rather than the public interest (for which they have been empowered by the government to work).
My point is that if your guild is entrusted with monopoly power by the government, the guild's behavior must be held to a higher standard (work must be in the public's interest, not in the guild member's individual interest). Unfortunately this point seems to be lost in modern culture.
> while you can represent yourself in court, the lawyers who run the court do everything to ensure you will likely stumble
Non-lawyers who represent themselves in court don't stumble because of a sinister conspiracy by lawyers to trip them up. They stumble because law is a really complicated subject, and no matter how smart you are it's impossible to replace years of full-time learning with a little reading on the side.
The saying "a man who is his own lawyer has a fool for a client" is hundreds of years old.
Yes but the complexity serves the interest of lawyers collectively and individually. I would argue that is precisely a conspiracy against the public interest.
Put another way: nobody individually profits when the law is made simple and clear.
Laws/legal procedures are complicated because the world and its actors are complicated. And not all actors are acting in good faith, with the same facts, or even rationally.
If you want to have rule of law relying on simple laws just doesn't cut it most of the time.
Now, legalese can and should be reduced, modern lawyers are working on that. But laws will always be used to enforce/define complex systems or relationships. This often requires complex rules.
I believe the argument "Laws/legal procedures are complicated because the world and its actors are complicated" is false because it confuses cause and effect. It's true the world is complex, uncomprehendingly so. But that bears no relationship to laws and policies, upon which man chooses to impose on his fellow man.
I do see how the application of simple law is complex. But that complexity could be seen as a trade-off. I'm willing to have a reasonable amount of injustice in exchange for simplifying the application of the law.
I have to ask if you are speaking from experience here or just dislike lawyers based on tropes in our culture?
Having been through a 2 year legal battle myself, I can tell you that the complexity is there for a reason, and that reason is lawyers arguing a client's case, the court reconsidering their previous opinion, and hopefully a more fair outcome going forward. The world is far more complex than we can imagine, otherwise we'd be able to write perfect, simple laws.
Let me give you a challenge: Say my wife and I are getting a divorce, and we are splitting up community property. I have options and RSUs (any equity asset on a vesting schedule really) that I was awarded before we were married, some that were awarded after, some awarded before that vested after our date of separation. These all have different vesting schedules, strike prices, and hypothetical future value (stock might tank, might leave before it all vests, etc). What is a simple law to determine what dollar value I owe my ex for her interest in this community property?
Let me ask you a related question: how much injustice would you personally tolerate in exchange for simplicity?
For instance in your divorce question: why not excercise everything at the date of divorce and split the proceeds 50/50? Is that outrageous? Or simple?
It's way too simple. Let's say I was awarded 1000 shares of stock that vest over the next 4 years. Let's say I was awarded these stocks only 2 weeks before date of separation. Does my ex have the same community property interest in these 1000 stocks (spoiler: they don't) as in 1000 stocks awarded 2 years previously, before the marriage ended? Does it matter how long I worked at the company during the marriage (yes, it does)?
What if one of the parties doesn't want to sell the stock, or it doesn't make sense because the stocks are currently underwater (but may not be at some future date)? What if many of the assets in question are Restricted Stock Units, with no agreed upon value since they cannot be priced until they are released?
"Just sell it all and split it 50/50! DUH!" is not something that works in the real world, where the law is meant to operate.
Also, you didn't answer my question... What's your beef with lawyers? Have you ever had to actually hire one for something? You view of how simple the law could/should be seems very naive.
Individuals do profit when the law is simple and clear. Often to the point where problems arise and people start proposing minor adjustments to the law... wherein it eventually ceases to be simple and clear.
You think hanging them up from yardarms would deter them?
You want to ensure proper behavior; you have to take away the tools that let them aggregate power in the first place; and prevent it from re-occurring.
There is no "higher" standard. There is only one standard; functional, competent, accountable, just.
If you don't have a legal system that can accomplish those. Then you need to scrap your legal system. Not "hold them to a higher standard", which often is just an escape clause for preferential treatment ("Chevron deference").
Wouldn't help with perpetual corporations owning most of the assets. Globalism was just an extension of capitalism, to escape to other jurisdictions.
It is not an accident that the GINI coefficient, is so drastically out of whack in the US.
The mortgage system, was meant to break the original land grants (which had to be honored under British-American common law).
The corporation both a shield for the rich; and a sword against the middle-classes as it disenfranchises citizens from the bill of rights.
Intellectual property is just a more extreme form of corporations. The notion that idea can be owned for decades, with the cost of enforcement out-sourced to the public, and private profits insourced.
Same with the public schooling system (ready workers). Etc.
Just about every Western institution ("improvement") you'ld care to name, has an ulterior motive moving us one step further along to what amounts to perpetual slavery.
I think if you sent back a person from this era, 120+ years ago, to try and "improve" the American system, they'ld have burned him alive. Such is the level of degradation inherent in todays "modern" governance.
While I don't disagree with much of what you said, I think it misses the point of the article, which is that the legal industry has a hard time using new tech, because they don't trust anything not created in-house. Breaking into the market is difficult, even if the gains the tech would bring are enormous.
I've seen this first hand, as I had a brutal two year long divorce case, and in spending time with my attorney, got to see many opportunities for technology to improve their jobs. I actually wrote some Python to calculate something called the Hug/Nelson formula to figure out community property interest in options/RSUs. I was really surprised that nothing existed to do this for me, and even played with the idea of making an app to sell to lawyers, because they are seeing more and more divorce cases with these types of assets being split. But where to start? How do you "certify" something to the degree that a lawyer will trust it? It's a huge market potential I think, but the status quo seems pretty entrenched.
This is a fascinating point. I suspect it also has to do with the DIY mentality of the typical American (which can be a good thing of course).
But there's nothing like seeing an expert walk into a situation where a bunch of amateurs are squabbling, and seeing the expert just take over the situation. Expertise is still supremely valuable, even if it's unfashionable.
> It's rare for a real in-house lawyer to tell the business, "we can't do that." More often, it's "here's how we do that."
I've found the opposite. Saying "no" is almost always a safe answer, or at least an answer that won't get them fired, which seems to create a bias that direction.
I'm sure it's a bit different when the CEO asks, but most of us unfortunately have to go talk to the company lawyers without running things.
In my experience, it is the good business lawyer (whether in-house counsel or outside counsel) who will tell you what the risks are, and then it's the choice of the business to decide which risks they want to take.
However, there's also the case where the shitstorm is so bad that they lawyers have a legal and moral obligation to tell you (and the CEO, and the Board of Directors) that what you're doing is wrong and illegal, and maybe even quit over grossly inappropriate or negligent activities.
It's almost a right of passage to be part of the "trade", so to speak. Same thing goes for doctors. When a doctor recognizes the counterparty is a a fellow physician, the conversation changes to reflect that. There are exceptions (as do all things in the world), but this professional courtesy happens regardless of whether the two parties have ever had a prior relationship.
Is that really any different than a python developer explaining a piece of code changing the conversation when they realize they're speaking to someone else that's also a python developer?
Yes but in that case disputes between developers can ultimately be resolved by examining the source code. In the case of lawyers nobody can really give you an unambiguously correct answer except in a judgement in court for one case and one set of circumstances.
I noticed this "getting to yes" attitude with my lawyer , and realized after a while it was because all the back and forth communication, discovery, on and on... it all took forever, and at pretty much any point the other side could choose to throw a wrench in the works. It's something I really tried to internalize after my divorce finally ended after two years and many thousands of dollars in legal fees, finally settling for near what the ex and I had discussed before we brought lawyers into the picture.
> In my experience as an entrepreneur, when I've played lawyer I've generally overdone things to my detriment.
This seems interesting. Do you have examples? I know I once got stuck on a clause that was not 'fair' but my advisor said it's a minor and the other side probably didn't want to involve their much more expensive lawyer (firm) to change that paragraph.
Lawyers, are incompetent. If you haven't come to that realization yet; its because you haven't dealt with enough of them. It is -extremely- rare, even at the higher levels of pay, to get a lawyer, who actually knows the specifics of your case.
In a very real way, its all ad-hoc expertise. A series of one-off's you try, to get a compromise your client can accept.
Legal compliance is probably the worst part of building a side project.
For example for basic levels of protection, you at least want a terms of service and privacy policy on your site.
You'd think it's just copying and pasting some boilerplate. But say you want to allow user uploads, then you also need to not get screwed if someone uploads a picture owned by some copyright troll. So then you have to figure out how to get DMCA safe harbor status so you're not responsible for user content. And that requires: registering at a copyright office, monitoring email for timely takedowns, and communicating counter notices, etc. All of this work and we haven't gotten to GDPR compliance yet!
At one point you just go fuck it, it's a side project. Just wrap it in a LLC so it can't bankrupt you even if you do get sued. But now you have to deal with company formation laws which is yet another can of worms.
At one point you just go fuck it, it's a side project. Just wrap it in a LLC so it can't bankrupt you even if you do get sued.
From experience: this is dangerous and completely wrong advice. The corporate veil can be pierced if the LLC is determined to be an "alter ego" of the individual, which isn't a difficult argument for a one-person side project.
I never actually made it to this step because it costs $800 to form a LLC in california.
I went with a more futile attempt to do everything anonymously, pay hosting with bitcoins, etc. But this is basically impossible from an opsec point of view (which should restore some faith in the legal system in the sense that I never figured out a way to opt out of it).
Subpoenas[1] basically cost nothing(<$100) for your typical lawyer to issue. Everything you touch will very eagerly give up all your info when subpoenaed (e.g., your typical domain registrar will spew your name, address, payment information, ip addresses logged in from, etc).
Not a lawyer but this does not sound like good advise. If you live in California, and the people working on the business are in California, California may decide you have a nexus here and that you’re subject to the tax.
Always consult your lawyer first. There are many reasons for doing the above. However, it's whatever is in your best interest and also field others for advice. You want a quorum.
If you live in California, forming an LLC in another state just means that you are now paying that other state, and California. You also get the joy and privilege of filing two state income tax returns. Oh, and the real kicker is that you're now subject to being sued in either state.
That's the point they're making. "Fuck it, it's a side project" acknowledges that it's not the right move, but that it's too onerous to do things the way they should be done. So you risk it and hope you have the time and money to fix it later before it becomes an issue.
I get the point, but I wouldn't want anyone reading that and taking the conclusion seriously. Forming an LLC in that case is pretty much a waste of time and money that offers a false sense of security.
Except that, realistically, most people aren't going to consult a lawyer or accountant for a small side project. I don't even really know how to hire a lawyer or accountant, or how to assess whether the person I pick is minimally competent to give me good advice, and I don't want to burn a few grand of my own money on a zero-revenue hobby project to guard against risks that will probably never materialise anyway. So instead, I'd chance it.
Without consulting a lawyer, you don't know what you are chancing. I hardly call that a good bet.
Not knowing how to get a lawyer or accountant is not a good excuse for not consulting one.
If you consult a lawyer for 1 project, you do learn from the lawyer and become a bit more knowledgeable for the next project and may not need to consult a lawyer a second time if the new project is similar.
Maybe you could explain how to consult a lawyer or accountant instead. That would actually be really helpful for a lot of people who have never needed to retain a lawyer or accountant, don't know what to look for, and have no idea where to even begin to do so.
1a. Ask people you know. For example, if at a company, maybe you can ask the legal dept for a referral for your personal project. Lawyers know lawyers. Even a divorce or real-estate lawyer will know other lawyers in different specialties or reputations of firms. Ask bankers, dentists, any small business people, etc. - they use lawyers too.
1b. Use Google. Call 5 lawyers and setup a meeting to meet them.
Step 2 - Interview them:
Interview them like you interview any potential employee. What is their experience with small IT projects? Are you small potatoes to them? What are their fees? Do they have legal associates to do the grunt work for cheaper than a legal partner (partner will still review and be responsible)? What do they suggest you to do for your side project? Ask why to see if they can explain themselves well. How well do you communicate with them? Do they respond to your emails or telephone calls quickly? Do they have other partners who can cover for them when they go on holidays or are busy with other urgent cases? Can they let you do some of the work such as incorporating and registering a trade name because it is easy (to keep legal fees low)?
Step 3 - Evaluate them:
As they work, get them send you all their documents. Read the legalese and ask more questions. Do they still explain themselves well. How long do they take to do the work? Attention to detail is important. If their work sucks or you don't communicate well with them go find a new lawyer.
> Not knowing how to get a lawyer or accountant is not a good excuse for not consulting one.
Lawyers and accountants industries are whole mess on its own. When you come to lawyer/accountant, he is really interested to charge you as much as he can, which creates a lot of conflicts of interests, and whatever he is saying to you can't really harm him.
One has to take calculated risks, and do research on his own to not be screwed by lawyers/accountants.
> I don't even really know how to hire a lawyer or accountant, or how to assess whether the person I pick is minimally competent to give me good advice
Reputation is one proxy you can use for trying to gauge competency - ask friends, family, or coworkers if they have someone they're happy with.
Ultimately, there's a few big things they need to do, and you can try to evaluate those things instead or as well:
1) Clearly explain things you need to know. This might be making you aware of paperwork you need to file, tradeoffs between choices, rationale behind why they're suggesting you do something, or what the tradeoff is so you can make your own decisions.
Some (many? most?) lawyers are willing to do a free initial consultation, so you can get a feel for this in person, if you don't have a recommendation or don't want to trust only reputation. Basically: Can they communicate effectively?
2) Keep you out of trouble. There's a limit to what a lawyer or accountant can do of course, but a pattern of surprise financial difficulties, or getting into frequent contract disputes or lawsuits are a bad sign. The IRS frequently correcting an accountant's filings would be another.
3) Stay on top of things. Is the accountant filing taxes late resulting in IRS fines? Paperwork not ready when they said it'd be? Asking for the same information several times because they keep misfiling it? Going incommunicado for months when you have questions?
It seems simpler in practice: It came up in conversation that my friend had gotten his will done. I mentioned I needed to get my will done. He liked his lawyer, and was able to explain some about what he liked about her approach and give me her name. So I scheduled a consult with her on her website after trading some initial questions over email, showed up as scheduled, and then traded more questions at her office. I didn't know all the right questions to ask - mine were mostly of the form "uhh, so what do I do?" - but she was able to volunteer explanations about state inheritance law that put her questions for me into context. And then she had recommendations for things to do and why, as well as things she'd recommend not bothering with and why (and the contexts under which that could potentially change in the future), without being pushy.
Based on my answers, she drafted a will for me, and I was able to come back and sign it a month later when I scheduled it. I think I paid half after the initial signing but before she drafted the will, and the other half after the signing? Now I can recommend her to my friends, or ask her if she has any recommendations for an accountant, or even other lawyers for specialized needs.
Could I have done more to vet her? Sure. But I did enough for my tastes. Can't let the perfect be the enemy of the good enough and all that.
Pro tip as someone who has experience in LLC-busting litigation: an LLC for an individual side project is totally a waste of time and money. In order to maintain the separation of liability, you need to maintain separate bank accounts, financials, everything.
If it's just a side hobby, why should you be getting the benefits of limited liability? The whole point of limited liability is to protect business investment, not hobbies.
And yes, that is the reason that CA charges $800 for LLC registration. Because if $800 is too big of an expense...then you're not running a business.
Definitely retain counsel no matter what for anything important.
I'm just saying I'd be surprised if there were a situation in which a lawyer would advise that registering an LLC is reasonable protection from all legal repercussions of your solo side project.
But would a lawyer ever advise against forming an LLC for a side project that might have liabilities, or just advise on the best language and jurisdiction? To me there is a big difference between "if you really screw up, they could try to pierce the veil and go after you personally" and "if you do everything right and your business still fails, you're automatically personally liable."
Probably not. I'm not saying "don't form LLCs" — it's probably in itself a good idea for any slightly serious project — but rather that it isn't a substitute for complying with the law.
I say this from experience because I once made exactly that mistake (formed an LLC that was otherwise unnecessary specifically to protect against potential legal consequences of a side project, only to find out from a Google Alert six months later that a lawsuit had been filed against me personally).
All legal repercussions? Definitely not. You're generally personally responsible for torts and crimes you personally commit, even if the company may be too. And personal guarantees around contracts or statutory liability provisions around wages and taxes can increase personal liability further.
But yes, when the proper formalities and separations are maintained, there are many situations where registering and operating through an LLC will limit personal liability.
Example: company signs a contract with no personal guarantee but with a commitment to make 12 monthly payments. The LLC later lacks the funds (contract was signed in good faith). No personal liability.
Disclaimer: I'm not a lawyer, just a law geek layman and former law student. I agree that retaining counsel is the right advice for anything important.
Example: company signs a contract with no personal guarantee but with a commitment to make 12 monthly payments. The LLC later lacks the funds (contract was signed in good faith). No personal liability.
I use to make good money going after contractors who thought their LLCs would protect them when they vanished with client money. Veil-piercing is actually quite simple for one-man LLCs. As a practical matter, the burden is really on the one-man LLC to prove that the veil should not be pierced, since it's usually pro forma for the plaintiff to show some evidence that the proper formalities and separations were not maintained. (For example, paying for a personal expense like lunch with LLC funds, even once, is enough to shift the burden to the LLC to show that the veil should not be pierced. Not having proper receipts for gas. Attempting to claim a business deduction for part of your garage if you're not charging the LLC market-rate rent. It's a really long list of don'ts. )
I think we're agreeing, mostly. The proper formalities and separations need to be maintained, and bad personal behavior is not shielded. I did it correctly when I had a one-man LLC, but you're right many don't.
Misconduct like "vanishing with client money" is a separate personal tort and/or crime (depending on the specifics) and would make it easy to pierce the veil anywhere regardless of formalities and separations.
That said, for more normal situations that aren't about misconduct, different states take different levels of strictness in analyzing the veil piercing question. YMMV.
This is a consequence of enforcing the letter of the law rather than the spirit of the law. Bad actors keep finding loopholes to exploit and politicians fix them with patchwork resulting in overly complex monstrosities of legalese with a million little exceptions. Of course this just adds to the loophole problem.
The only way to reliably fix this is to institute some form of judgment of whether or not an actor was following the spirit of the law. If they weren't they should have any advantages gained by skirting the law removed by force.
Of course this leads to a different set of problems with the potential for overreaching state actors. One way to combat this could be making the judicial branch much more independent than it usually is in most countries.
The spirit-of-law comes into play at the enforcement level in the form of executive discretion rather that at the adjudication level.
Civil/Social policy behind a law may be brought up during adjudication to help interpret a law -- but if policy is your strongest argument you are usually in a losing case.
A big issue — at least in the US — is that American laws don’t work well because one American party wishes to destroy government to cut taxes on the rich.
Because that is their goal, they want government to work badly. So they obstruct change and improvement. Any system of laws needs to be changed as loopholes are discovered to improve the law. We can’t do that in the US because billionaires own one of our two parties.
Not all change is improvement, and the changes proposed by the (current) minority party are not to "improve the law", but to take more from those who work and give it to those who do not. I challenge you to find that particular sentiment anywhere in our founding documents -- if you think it ought to be there, there's a political process to put it there.
And the generic sentiment about how horrid it is to "cut taxes on the rich" ignores the fact that taxes almost exclusively impact "the rich" as about 40% of the population pays essentially zero taxes. It's very difficult to cut taxes on those who do not pay them.
Well that's the question, where do you draw the line.
Income tax is actually quite low for even a significant amount of the 60% above that no-tax line.
It also ignores the fact that a significant amount of those in that 40% actually get paid credits back at tax time that they didn't pay in. That phenomenon is so well known that January-April sees a significant spike in Xbox and big screen TV sales from that money the government injects into the economy using EIC and other refundable credits.
Ultimately I'd rather see people who are investing in building businesses that hire people to get tax cuts, as those can meaningfully impact the economy. Our current tax scheme of high corporate tax and high personal capital gains tax directly disincentivizes investment and economic growth.
Well, I certainly don't draw the line somewhere that makes 60% of the US population definitionally "rich", nor do I think being able to afford an Xbox and a "big screen TV" qualifies one as such.
Personally I would draw it at an income where someone living within their means can afford to raise a happy, healthy, well-educated family and provide all with proper dental and medical care, including responses to unforeseen and serious emergencies, without being financially destroyed, and go on to retire in relative comfort.
Beyond that, you and I have deep ideological differences that I hardly think are worth airing in an internet forum, and I'm not going to bother.
> I didn't say that either of those defines "rich". I said that a significant portion of the US doesn't pay taxes
Well, I didn't say you said that, so we're good. I'd say I more implied that you implied it.
> Most people would disagree with your definition as well, that's normal middle class, not rich.
Yes, that does sound more like a middle class lifestyle than a "rich" one, doesn't it?
> And most of them don't pay much in taxes either.
Most of who? A hypothetical middle class that meets my (possibly flawed) criteria for richness, or an actual middle class as defined by some percentile spread about the median household income?
When I was squarely middle class I normally didn't pay more than about 5k in annual federal income taxes.
That's pretty reasonable. It's also hard to cut a number that small.
When you get into paying 50k, 100k+ in taxes, then a percentage tax cut will appear much larger.
I know plenty of people who have about 2k withheld throughout the year and then get 5k-15k "refunds" at the end of the year. That's what I was referring to with the xbox and tv comment, those refunds are often spent that way.
"Spirit of the law" is a myth. It is something invented by non-lawyers when they want to gloss over something, normally when they dislike how a law is written. Calling for people to comply with "spirit" is simply a call for some arbitor to enforce thier interpretation, thier opinion on spirit. We have judges for that already. Spirit is a dogwhistle for non-lawyers to be involved ... but we have that too. Non-lawyers, elected officials, write and pass the laws. Blame them.
Intent of the law might be a better term, but it is clear that intent of the law makers does matter when it comes to court cases trying to decide the actual extents a law can be applied. Even the most legalese specific law can have major gaps depending upon how you read certain words. I've read court cases where judges had to go back to when a law was written, look at other laws, look at how the law was originally applied, and then take this all into account when determining if a specific action was legal or not under such a law.
That is judges looking to "drafter's intent" to interpret the language used, something often necessary with very old/new laws. It is a standard tool. Spirit is different, grounded not in language and history but in lay opinion and emotion.
IIRC, in Europe it's harder for companies to exploit letter-of-the-law loopholes than in the US. So I think you do have a point, but there's more nuance in practice.
There's loopholes, but there's also boundaries. In Europe there is scope creep where the boundaries of what's legal versus illegal keep getting redefined. A good example is antitrust enforcement against Google. In the U.S., antitrust is pretty clear cut. In Europe, it's this amorphous thing, where regulators can fine you just because what you're doing rubs them the wrong way.
The US obsession with loopholes and "letter of the law" is a historical religious thing. US is protestant, where the language of the bible is made availible to all. Everyone is free to read and invent an interpretation, to find thier own loopholes. Europe follows a more catholic tradition, where biblical language is interpreted through priests. Hence, european judges (legal priests) are given more authority to interpret language and smooth out rough edges. It is centuries-old culture.
Exactly, the UK being home of one of the largest protestant traditions (COE). The specifics of biblical language and translation is a cornerstone of English political and legal history (see Henry VIII and associated fiascos).
But when people speak of European colonial law v common law, they are normally talking about French v. British. The Napoleonic tradition followed in former french colonies is very different than the British common law. And there are places (Louisiana and Quebec) where these two legal traditions were forced to merge. When comparing the two we still see the catholic v protestant split, which is expected given the history. The french relationship with language, that there is a government agency to define words, also leans towards a more authoritarian view of legal interpretation. America today doesn't even have an official national language.
I think a big issue you're nodding to is localized definitions.
For instance, why must you legally have a privacy policy? Because of a law in California.
What does that privacy policy entail? ¯\_(ツ)_/¯
You can write a privacy policy that say you are going to go out of your way to make any private information given to you as public as you can or sell it all to the king of Saudi-Arabia and if nobody reads that privacy policy then it's kind of meaningless. And very few people read the privacy policy.
People seem to think, well this is popular... so they can't be doing anything bad or someone would stop them. And with internet properties, that's simply not the case.
There's no implicit privacy or federal/global definition of what privacy rights people should have, if anything the rights are diminished the higher up the ladder you get. So people have to navigate a sea of differing definitions in massive legal documents which they aren't properly trained to do unless they already hold a law degree.
The legal stuff is the difference between playing around and being serious.
Unfortunately, the Internet has made it easy to harm and fuck over people far outside your circle of friends and acquaintances, so playing around isn't a viable option anymore.
I've never had a serious side-project, but what you describe in your comment has always been my main concern. I remember asking a while ago on HN if it was a good idea to incorporate asap when building a side project to make sure you are protected, and most answers were "nah f-it, just build your thing and don't worry about it". Wasn't convinced.
On the other hand: the tech industry is/was mostly entirely unregulated so far. For a long time, you could do whatever you wanted. Which other industry is as unregulated as software?
For example, you could make an app that collects arbitrary amounts of personal data. You could "promise" your users whatever you wanted, especially in the health and fitness space.
There is no GDPR compliance requirement for personal, non-commercial, side-projects. You can gather PPI on all the people in the world and use it on your own for non-commercial purposes and GDPR has nothing to say about that.
In general, this is true, but only if the side-project is absolutely for own, private reasons. As soon as there any economic activity, the GDPR applies, which is a very low bar that even some personal side-projects cross.
I'm so glad that if I had a revenue generating side project, I wouldn't have to worry about that horrible twisted maze of burdensome nonsense as long as I blocked EU countries. It's nice living in the US and having some modicum of autonomy left as someone on the developer side of things.
As a private developer, I agree, yet as a consumer and professional developer, I'm glad things move in this direction. And I assume the GDPR will provide a model for US regulation (just as the DMCA has influenced the European market as well).
BTW: You don't have to block them completely, just don't target them specifically (e.g. accept their credit cards).
As a consumer and professional developer, I feel no desire to wield a power to unfairly bully web services with unreasonable demands about their data pertaining to me.
Nevertheless, the crossover between the needs of legalish and what we perceive as the legal field is remarkable.
As someone who spent five years as a software developer in the legal industry, this whole article comes off as a lot of fluff to sell a product. I'm not even really sure what it's suggesting aside from using them instead of lawyers, because the legal system is too conservative for automation... or something (not true).
We are all lawyers now? People have always dealt with the law. They get into disputes over wages, buy and sell property, get married, get divorced. Shakespeare included lawyer jokes in his plays. The self-service legal industry predates the internet; I remember the packets you could buy at the bookstore for do-it-yourself wills and divorces.
I know, I know, it's marketing fluff so I'm supposed to give bullshit a pass, but why are we upvoting marketing fluff on HN?
> ‘Aren’t we all in the legal field to some extent?’
I heard a CCO complaining that non-legal people should not have access to any contracts. Her claim was that they would read those contracts and think they understand them, while in fact they won't. She considered this a too great risk because only legal people could truly understand them.
The more I talk to lawyers, the more I'm convinced that a fair majority of lawyers are, consciously or not, extremely defensive about their job security.
Think about this: If I give you the simplest piece of advice in legal matters, I'm heavily encouraged to declare I'm not a lawyer and that you should contact one.
This is the only profession where I see this be so reliably the case. In other risk-averse professions (tax compliance, health) there is always the obvious "You should talk to a professional" but even in health it's not as heavy-handed. I've never seen a doctor say "I'm a doctor but this is not medical advice" when giving basic information.
And I understand the superficial reasons why this is done, but there's just as many reasons not to get your buddy-mechanic to fix your car without them making you sign waivers.
This matters because the people who most need legal advice are those who can't afford lawyers. Makes me very uneasy.
Also to your CCO, I would say that if we were limited to what we would understand day-to-day, there would be no more learning. This is one of the core pillars of free software after all.
The key diff between a lawyer and a knowledgeable lay person is the nature of the duty owed by each. There is no reason that a normal literate person can't become an expert in a given legal topic, given similar levels of exposure and repetition. But the lawyer has special duties and privileges. One reason that lawyers (and legalistic non-lawyers) have this OCD "not your lawyer / not legal advice" verbal tic is the wish to be clear about when the attorney-client relationship is in play. I don't want anyone to think I owe them that duty.
It's not just a matter of "only lawyers can understand this area". Because, given exposure to the same matters, the same laws, regulators, etc., lay business people can become just as expert in legal analysis. They should still hire an attorney, of course, just as a NBA star still has a coach, the Pope a confessor, etc. etc.
They are what are known as "fiduciary" duties, and they're enforced by the local state bar association acting on complaints and malpractice lawsuits by aggrieved clients.
So, say I came to lawyer, he gave me wrong advice off the record, because wanted me bring him profit, then charged me $20k for 'legal research' with subsequent heavy litigation, what bar will do?
It is nice that there are bars, but do they make any difference?
> I've never seen a doctor say "I'm a doctor but this is not medical advice" when giving basic information.
Lawyers do that because enforceable lawyer-client relationships can be created based just on a conversation, and whether there is one or not turns on whether the non-lawyer thought there was one. The creation of a lawyer-client relationship, in turn, has knock-on effects. A lawyer can be sued for malpractice based on that verbal advice, can be disqualified from taking a case adverse to the “client,” etc. Also, state bars are extremely humorless about unlicensed out-of-state practice. Just the appearance of giving legal advice in a state where you aren’t licensed can get you in trouble.
Why can that create an enforceable attorney-client relationship for a lawyer, but equivalent medical advice cannot create an enforceable doctor-patient relationship?
Lawyer-client relationships often involve just the giving of advice. It would be odd for a doctor-client relationship to not include examination and treatment.
This is a totally valid point, but it does make me wonder: why don’t psychotherapists behave in a similar manner to lawyers with this type of disclaimer? Maybe because it’s not a therapy session unless you sit down for an hour in a private office?
People get self-aware of the dangers related to their profession. We get pretty crazy about data leak, when nobody else really cares. I'm pretty sure the psychotherapist you just talked to at a dinner party has one or two diagnostics on your mental health and has an opinion on your relation with your parents, and lawyers always think about what can get you sued. So they get really careful when there's a legal risk for them.
Not to be pedantic, but it's not enough to have a conversation. You have to apply the law to the specific facts of the putative client's circumstances in such a way that it could actually be reasonably perceived as actionable legal advice.
Just offering general statements about the law, or hypotheticals, like we're doing, on this board, isn't enough.
One issue here is that law is heavily licensed in the US. Same as non-software engineering. So you need a law license or PE license to dispense legal or engineering advice, respectively. Doing so without those licenses is illegal (practicing without a license), which is likely the reason for the disclaimer from non lawyers. From lawyers, giving legal advice can create a lawyer-client relationship even absent specific agreement. It's less a job security thing and more a "not doing something illegal or which creates an unintentional client relationship" thing.
In my experience, PE is only relevant in two areas: civil engineering and power engineering. It is not common anywhere else, including aerospace engineering or biomedical engineering. So it's not just software where it is uncommon.
Right, but I think the question is why did we create such laws for lawyers but not other professions?
Or maybe alternatively, those laws do exist for other professions, but other professions are not as risk averse about being sued over them. For example, I'm pretty sure that practicing medicine without a license is just as illegal, but I've never heard a doctor worry about saying "this is not medical advice".
Practicing medicine typically involves more than just a conversation, so there is little risk of creating a perceived patient-doctor relationship based in just oral advice. Lawyers by contrast routinely practice law just by having a conversation.
Yes, it's true that people are more likely to say they don't really know what they're talking about when discussing law. This seems like a fine thing to me and I wish people would do it more for other subjects.
A large part of what people say on the Internet is confident and wrong. For any hot topic, people will pretend to be experts after reading a news article or two. It's not uncommon to have debates where nobody in the conversation has any relevant experience.
If people were more realistic about what they know about the world, I think conversation would be a lot more realistic and less heated. (Yes, this is very unlikely.)
Think about this: If I give you the simplest piece of advice in legal matters, I'm heavily encouraged to declare I'm not a lawyer and that you should contact one.
I would be surprised that a lawyer would tell you this, because I've never met a lawyer who would. I have met plenty of non-lawyers who think that this is a thing, and in fact on HN, every person who spreads this information is a non-lawyer.
In a nutshell, it boils down to attempts by various state bars a few years ago to treat NOLO and AVVO and other websites as offering legal advice without a law license. But the bars lost almost all of those court cases...because it's okay for people to offer legal advice if they're not a lawyer, the same way it's okay for people to offering medical advice despite not being a doctor.
What's not okay is claiming to be a lawyer or legal professional if you're not one, but offering that as the reason your advice should be trusted. If you make no claim to be a lawyer or legal professional, it's not reasonable for someone to rely on your advice. Of course, they could sue you--but they could sue you whether or not you disclaimed being a lawyer, and either way the case would come down to whether it was reasonable for them to rely on your advice without hiring a lawyer of their own.
Yeah, I agree with the sentiment of your comment, but your facts are wrong because you haven't really internalized the fact that lawyers are a medieval guild. The reason you see "this is not legal advice" on posts by lawyers is that lawyers can get in trouble for giving legal advice in a HN post--they could be sued for bad advice, and someone could also very easily file a complaint with their state bar, and the state bar will take it seriously and could revoke the laywer's license unless they have been very, very clear that they were not giving legal advice.[1]
Is this really done to protect the public (as opposed to because state bars want to try to protect lawyers as the only people qualified to talk about the law)? I have my doubts, but I'd like to stay employed.
[1] Look at this example I found in 20 seconds of googling to see how talking about legal issues in a public forum can lead to a headache for lawyers: https://www.nvbar.org/wp-content/uploads/opinion_32.pdf. It looks like sanity ultimately prevailed (you don't form an attorney-client relationship by calling into a radio station), but I'm sure whichever lawyer did this spent years dealing with potentially having their career ended while this moved through the California State Bar's system.
A doctor will totally say that if you're asking them for advice without an examination (e.g. if they're replying to a comment on a public forum). Even telemedicine suffers this problem; there's any number of situations where they'll refer you to an in-person doctor.
Also the laws around lawyers & doctors are different whereas most other professions do not have similar laws. Not surprising these professions all deal with similar situations differently then.
- It is illegal to bestow legal advice without being a lawyer.
- A lawyer who provides legal advice without a pre-existing relationship could be seen by the court as now acting and thus becoming a person’s lawyer, unwillingly.
The former case is silly and nobody is going to be checking the bar membership of same rando on the internet. The latter case is a legit worry among lawyers.
- It is illegal to bestow legal advice without being a lawyer.
This is a lie. It's perfectly fine to provide legal advice without being a lawyer. What's not fine is to offer legal advice under the guise of being a lawyer or legal professional.
For example, filling out a form in a bank, or an HR form, or a health insurance form--those are all legal documents. But the bank agent, or the HR agent, or the health insurance rep can all tell you what parts need to be filled out and how, without fear of going to jail. Why? It's not because we've excepted them from some mythical law about providing legal advice. It's because they're not claiming to be lawyers.
Becoming a lawyer is also way harder than it needs to be. Anybody should be able to sit for the bar. In most states, you must have completed an education in law, and in the few that let you sit for the bar without a JD, you need to fulfill some arcane requirements like 20hr/week for a year of judge shadowing just to sit for it.
I would readily consider self-studying for the bar considering I'm interested in the material and it would be extremely useful, but I have a full-time job and don't want to pay money to an online school just to be able to take a test. It doesn't help that there are almost no good free online materials for learning law, although you can of course just look at / ask about good college curriculums (curricula?) and acquire the materials yourself
The problem is we are obligated by law... to know and understand the law.
So the issue is more than the law texts and contracts are too complicated for us to understand despite the fact we are living by them.
You can't have a lawyer behind each decision of your life. But if you want to live a legal life, right now you need to. It's insane and not be sustainable for a democracy.
Statisticly people representing themself in court have very little chance to win a case.
The sheer amount of data you need to assimilate to just have an idea of what you need to do makes dealing with law a complex matter. Add this complexity to jargon, social and political dynamics and of course, experience, and you have a very complicated problem.
The law is not just an isolated set of words of paper. It's an intricate piece of a several systems.
But you don't need to go this far to prove my point. Take any recent bill, and make your grandma read it, then write a summary of it. She votes, but can she understand it ?
Not only that, but disagreements about what something means is often a Very Hard Problem, and even when courts judge something one way or another, there are many people who _disagree strongly_, and hope to either change the judiciary, or change the laws to more explicitly favor their position. (This is, as far as I recall, how one is supposed to resolve disagreements about what the law _should be_ in our country.)
For example, many reasonable people disagree on whether the second amendment's wording is intended to mean that _everyone_ should be able to bear arms, or whether it's intended to mean _only people in a militia_, and there also seems to be some disagreement on what "arms" means. I can see how a reasonable person could interpret it in either way. Such disagreement seems to have been something which the founders themselves shared.
tl;dr: People disagree both on what we currently interpret words in law to mean, as well as on what the _intent_ was when it was originally written.
If you can't understand a contract you're signing, you aren't really signing it.
It's a very protective industry - you go through a lot of very expensive and time-consuming training and selection to get to be a certified lawyer, everyone in the industry has a heavily vested interest in making sure that there's a lot of valuable work that only certified lawyers can do.
No wonder, then, that they're resistant to automation - if you can bill $300 an hour for braindead work you can hand off to interns and just get checked by a lawyer before it goes out, why would they want to kill that cash cow?
The trouble is that quite apart from the rent-seeking cartel behaviour, it skews our entire legal system to much better serve those who can afford to pay for lawyers.
Perhaps the government ought to be supporting legal automation services.
Contracts drafted by non-lawyers are as binding as any other contracts, and can be enforced in court either by individuals, or by a $25/hour lawyer from Craigslist. If a company hires a $300/hour lawyer (let's face it, these days more like $500+) to draft a contract, or to appear for it in court to enforce that contract, it's not because they have no other choice.
>If you can't understand a contract you're signing, you aren't really signing it.
The problem isn't that people don't understand things. The problem is that they think they understand them only to find out that a ton of key words they thought they understood are actually pointers to specific legal concepts (which themselves may have pointers and so on) within the niche area of law the contract covers and they are blindsided by this to their detriment when there is a disagreement over whether the terms are satisfied.
This is particularly insidious (because of the preexisting power imbalance) when the legal matter is not contracts but state and local civil code and ordinance. People think they're complying with the law but they're really not and it gives the government power of arbitrary enforcement (which leads to abuse and corruption).
1. Lawyers are licensed by the state to work in the interest of the public
2. They (along with lawyers like judges and legislators) create a guild with its own language which has the side-effect of empowering knowing lawyers over a reasonably literate layman
3. The public is now required to "ask a lawyer before doing anything" for "their safety"
Is it “insidious” when only software developers fully understand edge cases and complicated dependencies? Or is that just how software works? Isn’t software by definition just a collection of many relatively simple rules and procedures?
Sometimes complicated systems are complicated. It’s true that lawyers can have a knack for overthinking things sometimes but fundamentally these concepts are difficult and people’s rights and responsibilities and obligations and agreements overlap in complicated ways that often just don’t lend themselves to anything but sophisticated analysis.
Who says lawyers are resistant to automation? E-discovery is a booming market. Y-combinator just funded a startup called Klarity that reads and interprets contracts for you.
Seriously. I used to run data centers on both coasts and we had easily a half a dozen eDiscovery firms and several regular law firms with big data center presences -- presumably because they're using some of those tools.
Hourly billing rates of $300/hr make law a juicy target for technical disruption.
> if you can bill $300 an hour for braindead work you can hand off to interns and just get checked by a lawyer before it goes out, why would they want to kill that cash cow?
Various intern and entry-level positions in legal are notoriously low paid and involve many sacrifices. One starts to earn money allowing to sustain oneself maybe in mid-30s? If one survives until that point (i.e. family members in the profession already, or some other family predispositions).
Resistance varies greatly depending on jurisdiction. Your terminology suggests you're not in the USA (pardon me if I'm mistaken). Over here in the states the established firms have a vested interest in automating or offshoring (or both) as much as possible, for obvious reasons.
The US government should be supporting legal aid for civil matters. From watching the boob tube civil matter legal aid is a thing in old Blighty. Pity we didn't adopt that along with the common law. But w/r/t govt funding in the US it can barely finance public defenders (to which there is a right, if I read Gideon correctly) and anyway, it's every man for himself. That's the American way.
> From watching the boob tube civil matter legal aid is a thing in old Blighty.
No, absolutely not. You get legal aid if you're being prosecuted for a crime. You get legal aid if the state is trying to remove your children (but only at the point where they've served the notice and gone to court). You might get legal aid in family court (for divorce or child contact arrangements) if your spouse was abusive. You might get legal aid in court of protection. But for most civil law there is no legal aid available: you use the small claims track or you pay for lawyers.
Many regional governments offer the paperwork you need right on their government website. In my state, you can easily sue for damages, child support, custody and many other common matters without any lawyer.
A friend did a non-lawyer "quick and easy" divorce -- mistakes were made. 10 years later he almost lost a house because his ex declared personal bankruptcy. It took some fancy lawyering for me to save it for him.
I did it gratis, but the same effort would have cost him ~$20K or more if he had to hire an attorney. Well, really, in his case, it would have been too late since he didn't even think it was an issue until he mentioned to me in passing on the last day before defaulting on the complaint.
I worked with some lawyers on some legal (finance based) automation based work and they weren't overtly resistant to automation at all, but it was fairly self evident that they were used to over-complicating everything - e.g. creating legal work to counter entirely hypothetical risks or explaining really simple things in a overly complicated way.
They would habitually take 5 minutes to explain something in a hard to understand way that could be explained in 30 seconds clearly with zero loss of information.
It reminded me of the software engineers I've worked with who manufactured job security with dizzying levels of technical debt.
Lawyers may lose their license if their explanations to clients are not complete.
Generally, I find non-lawyers are often lazy, sloppy, or indefinite when speaking or writing. When I was a software engineer I didn't notice it, now I see or hear sloppy/lazy language everywhere and it bugs the crap out of me.
When you're dealing with anything involving more than a few zeroes, those edge cases are the point of hiring lawyers, because those edge cases are usually what lawsuits turn on.
If you don't believe edge cases matter, just ask Cleveland how it feels about losing the (original) Browns...
The problem is that legal people understand the contracts but are not able to take decision based on that.
Oh sure that contracts says we would have to pay 10 millions if X happens, but then what is the likelihood of X happening, and what should be done to minimize it?
Of course it sounds easy: "just tell the business guys the risk and they will assess the probability", but in practice there are thousands of different risks associated with a contract, even the simplest one, so that ends up being EXTREMELY difficult.
And then you have all the contracts were the legal department thought they understood everything and it actually ends up not being as expected at all because rules and unclear, political and change like the wind, especially when it comes with international contracts.
Even say a lay person does understand the contract, they still might not realize if that contract was written to heavily favor one side or the other. People who go to the internet to find a template contract to use might not know this either. You could be heavily screwing yourself by attempting to use a template contract that you don't know the origin of.
It can be a problem eg in the labour law field as a specialist in hr/ir law told me once that you get people who are told (by the lawyer that did their house purchase) down the golf club.
"oh you can sue your employer for breach of contract over that" and the employee A) thinks that they can a do that and B) stand a chance of winning.
Law firms are famously late, but enthusiastic adopters of technology. Usually after all their clients are using it. For example the old blackberry -- law firms in New York were about a year behind, but once they tried it, they fell in love with handheld email. I don't think "smartphone" penetration was higher in any demographic circa 2005 than the ranks of Wall St lawyers.
There are a few contemporary services like Workshare that have made inroads in the arena that Autto is entering. Contract workflow is a pretty tough nut to crack. I think the mistake a lot of non-lawyers make when selling to law firms, is they assume that most contract flow can/should be entirely automated. But complex legal drafting is still an exercise that demands a lot of wet brain matter.
I never founded a company or started a business. I've been thinking about that a lot though and am doing so in intervals. Now my personality leads me to always think through everything very carefully to avoid making mistakes - I'm regularly overthinking and often getting trapped in paralysis by analysis. This especially is true in the context of business with regard to laws and taxes.
Having worked in more than a handful of companies full-time by now I made an interesting observation I intend to learn from and have it inspire future decision making.
Most founders - especially in the earlier stages - don't worry very much about the intricacies of laws and regulation. I can safely say that most companies I worked at entered deeply into gray areas like sailing with a dinghy on high sea and enjoying the great weather. Every experienced captain would argue that is pretty darn dangerous. But the consequence of that would be staying home - meaning "no business".
So my conclusion is that successful entrepreneurs are the kind of people who take risks while being aware, half-aware or totally unaware - because successful entrepreneurs simply don't worry much in general. Sociologically those men and women usually have a somewhat wealthy background having kept them from worrying throughout their youth and hence their brain circuits dealing with worrying are somewhat underdeveloped - I suppose. Some get their finger's burnt and some don't.
Most of the successful entrepreneurs I know that run real businesses--not the "startups" that have been all the rage the past few years, but real, money-making, profit-earning businesses--address the legal and regulatory stuff from the beginning. It's part of their business plan and business model from the beginning.
This is true of the one-man contractors to multi-billion dollar corporations. Real entrepreneurs don't wing it. And for the ones that don't worry about the compliance stuff, it's because they're paying a ton of money to specialists like me to do the worrying for them.
Well, if it needs a ton of money to have you worry professionally then your sampling is biased towards large companies. The businesses I am referring to were all profit-earning.
Law is a bit like physics. It does its thing whether you understand it or not.
So most times folks can navigate through life w/o understanding much law, just like non-techies can use telephones w/o understanding how electricity or radios works.
As with most things, its the edge cases that get you in trouble. And, it usually takes more legal expertise than most non-lawyers have to recognize potential legal edge cases.
I wish lawyers used a more formal language, that computers can interpret. Perhaps we're heading in that direction with blockchain contracts, etc. Better sooner than later, imho.
The difference between a lawyer on the one hand, and a "jailhouse lawyer" (an engineer who does legalish work) on the other, are these:
The lawyer knows how to get things done to support the business. It's rare for a real in-house lawyer to tell the business, "we can't do that." More often, it's "here's how we do that."
The lawyer knows how to write a form contract (sales, lease, nondisclosure, etc) so other lawyers will read it and say "ok, that's fair" and sign it.
The lawyer knows how to read an incoming form contract to see if it's fair.
The lawyer has real relationships with her counterparts at customer and vendor companies. When a vendor tries to change terms, she calls her counterpart and asks, "what's this about? My business has problems with this. How can we get to yes?"
The lawyer knows that if a dispute gets to a judge, the remedy will be money. With very few exceptions there's no way for a judge to repair a business deal that's gone sideways. So the lawyer says, "anything but court."
At some level, the law is like computer code. But the computer code has been around for many centuries and it has been patched over and over and over again as needed to solve real-world problems: in the US and English system that's called "case law.". There's an adage that "hard cases make bad case law." Lawyers know the ins and outs of this stuff.
In my experience as an entrepreneur, when I've played lawyer I've generally overdone things to my detriment.
The US is definitely litigation-happy. That makes things tough.