Stock Purchase (Dis)Agreement

Bitter and Abused Columns, Lawyer 8 Comments

I stayed up all night revising this stupid Stock Purchase Agreement.  The Partner in charge, who’s a classic angry-nerd-law-dick, gave me lots of detailed comments to incorporate into the agreement.  He wrote them in red ink on the contract and said, “Make these changes, and get it out by midnight.”

It’s like 9:00 p.m., and I’m cranking away, when I notice that some of his comments don’t make sense.  They contradict other parts of the contract, etc.  So I email him right away, explain the issue and ask him to get back to me ASAP and let me know what he wants to do.  I also said that if I didn’t hear back from him by midnight, I’d stick with his version.  I wait a half-hour.  No email.  Then I call his cell phone.  No answer.  Leave a message.  I call his home phone.  No answer.  Leave a message.  It’s now 11:45 p.m., and there’s still no word from Loser Partner.  I email and call both numbers again.  Nada.

I send out the document at midnight WITH ALL OF HIS COMMENTS incorporated into the contract.  Like I told him I would do in my email.  I wasn’t just going to make the changes I thought made sense.  I’m a third-year associate.  What do I know?

He calls me into his office the next morning and screams at me for screwing up the Stock Purchase Agreement.  “How could you send a contract out to a client with obvious errors?!” (He was talking about HIS errors, by the way, not mine.) When I asked why he didn’t email or call me back, he said he didn’t get the emails or messages.  Obviously, he was lying, so I called him on it.  “You’re kidding, right?  You’re telling me you didn’t get my two emails or any of the messages I left?” He then accused me of having an attitude problem and said he was going to talk with the Managing Partner about my insubordination.  I said, “You’re an asshole.  You know that?”

He just looked at me and told me to get out of his office.  But I didn’t leave.  Not at first.  I just stared his weasel-y ass down for a few seconds, and then told him I was going to have a talk with the Managing Partner and explain what really happened.  And I’m going to tell him the truth—and I’m going to show him the emails.  This loser almost turned purple.  He tells me to watch my step, or I’ll be on the street.

Anyway, the Managing Partner was pretty cool.  Told me take a walk around the block and calm down.  He also promised that this incident wouldn’t be held against me and that he’d have a talk with the Loser Partner.  Later that day, two Cool Partners came up to me and said, “Don’t worry about that guy.  He’s a dick.” The lesson to be learned here is: Stand up for yourself and don’t let asshole partners throw you under the bus.

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  • Years Later…

    … I thought I was all lined up for partner, I’d worked my ass off for ten years and sucked all the right d—s, had no relationship with my wife and no friends or hobbies, I’d given everything up for the job, and BLAM, I didn’t make it.  When I asked why, I was told I had problems getting along with people, and ass hole Partner X dropped by my office later that week, smiling broadly, to offer his condolences.

  • Anon

    Awesome!  Hope the cool partners have your back/ Never underestimate the pettiness of a nerd-lawyer.

  • Anon

    Yes, well, after 5+ years of experience, I’d had enough and got into the habit of confronting a–hole partners over things like this.  I’ve been told “don’t worry about that guy.” Thing is, folks, as a practical matter, the partnership vote is by consensus.  Partners will talk, and you’ll have a patron who makes the case for you.  But in the history of our firm, no one’s made partner with a “no” vote.  If a consensus cannot be reached, you’re through.  So, go ahead and believe it’s better to stand up for yourself.  Go ahead and believe the partners who will tell you not to worry about that jerk.  But be realistic about whether you’ll ever make partner if you’ve made an enemy out of someone who will vote on your future.

  • Al Dickman

    Yea, this is why it’s so subjective.  You can be good and still not make it.  And you see the dicks that make it; usually because they know someone or suck the right d***cks just at the right time.  My advice is to take it light, but not to expect to make partner; the rest may say he’s a dick, but they just want to to stay and work hard so they profit from your hard work over the next few years.  I’d head for the door now, if you have a good place to land.  If not, well, know that staying is just a paycheck.

  • Former Associate

    Dude, you are an asshole.  If you are a third year associate, then you have been a lawyer for three years.  Act like a lawyer.  If you know something is messed up, why send it out and embarrass yourself and your firm?  You could have easily waited until the next morning and asked the partner about his comments, rather than making yourself look like a jackass in front of your client by sending them a screwed up document.  You are responsible for your work product.

  • Easy Does It

    If your talk with the managing partner resulted in him suggesting a walk around the block, it probably wasn’t very collected.  And probably doesn’t show that you are the reasonable party… if he trusts you to make the changes (which, if it was just making edits, should have been done by legal support staff), you should make the correct changes.  Take responsibility for the trust you have been given.  And if you can’t get in touch with a partner, make a fing judgment call. Seriously.

  • Been There

    I’m with Former Associate on this one.  If something was obviously wrong or contradictory, there’s no way I would send it out before the partner saw it, even if it got to the client a couple hours late.  You’d have gotten big points for catching the errors and saving him from looking bad in front of the client.  As it stands, you now have an enemy for life.
    BTW, I’m laughing at the posters who won’t spell out the word “dick” if the word “suck” is in front of it, but have no trouble using the word “dick” by itself in a sentence.  Think much?

  • Will

    You didn’t go to law school just to become a fucking secretary. If you are sure there’s a mistake, hold on to the document until you get verification. At worse, tell the partner that THESE ARE THE CHANGES YOU’RE MAKING AND HE SHOULD GET BACK TO YOU BY 12 OR FOREVER HOLD HIS PEACE.