Get It In Writing!

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October 9, 2018

I can tell you from experience – both my own experience and the experience of others with whom I have spoken over the years – get it in writing.

We at CLF are involved at present with helping an entrepreneur form and launch several new (and related) entities. Taken together, this project involves not only the entrepreneur, and the several new entities, but investors, employees and/or independent contractors, joint venture partners, and other professionals.

I strongly encouraged the entrepreneur, who is in start-up mode (so operating with limited resources), to get at least the most important points of agreement in writing in order to avoid problems with “selective memories” and downright differences of opinion or other disagreements down the road.

Sure, all of this getting it in writing will cost a few dollars. Notwithstanding, I honestly don’t think it ever makes sense to operate on faith and or handshakes alone when all of the plans, arrangements, and understandings can and should be put in relatively short and sweet writings.

Get it in writing – or wish you had.

I was reminded recently of what too often happens when plans and arrangements and understandings are NOT put in writing.

Over a decade ago, I met an aspiring entrepreneur and decided to assist him in connection with his planned project. I helped with everything from developing a viable business model and plan to introducing him to all of the early investors, to identifying and helping recruit new team members. I poured hundreds of hours of my time into the project, always with the (expressed but unwritten) understanding that I would be keeping track of my hours and be fully compensated for them, with an appropriate risk premium perhaps, when circumstances permitted.

I have heard reports that the business has a “value” of over $100M today. My hundreds of hours of time would have had a “value” at my then “billable hourly rate” of well over $100,000, but all that I received was about $700 in legal fees.

Selective memories? New personnel? Really it doesn’t matter. While I do take pride in my contributions to the launching of this business, I poured hundreds of hours into it with the (unwritten) understanding that those hours would at a minimum be fully compensated if the business succeeded (which it certainly has done). That I wasn’t paid as I had anticipated that I would have been was the direct result of my operating on faith, on a handshake, and without Getting It In Writing.

Big mistake. Lesson learned.

That is just one story. I could, given the opportunity, tell 10 or 20 others… some from my own experiences and some from the experiences of others. Suffice to say that if you don’t get it in writing, be prepared to receive nothing.

And let me go one step further.

If people are involved with you in business who you regard as friends, be even more sure to get it in writing. For if you don’t, the selective memories which cause people to “forget” commitments they have made will very often not only result in you not getting paid but will jeopardize your friendships.

My final point applies even if you are an attorney yourself, as I am. If the matter is important and concerns business, and if you are in the process of getting it in writing, be sure to get legal counsel involved in connection with drafting and reviewing and revising that writing. Legal counsel is another set of disinterested eyes and the advice of legal counsel can be so very much worth it.

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