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HOW CAN I PREVENT ENTERING INTO A CONTRACT
WITH DR. JEKYLL AND MR. HYDE?
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If you are looking for a guarantee, there isn’t one. However, there is a way to beat the odds and come close to preventing this. We all know what I’m talking about: The sweet and conciliatory homeowner who later develops into a pirana.
We start with a fundamental proposition: Even the worse characters can present a good impression initially. But the corollary is equally important: Over time, the true personality of a monster unavoidably comes out as the wolf appears from under the sheep’s clothing.
Lawyers, when confronted with a callous case of breach of contract or fraudulent misconduct, always ask for the initial sequence of events. Two general ways of preventing such a calamity usually emerge: (1) The client ignored various “red flags”; and (2) the negotiations and execution of the contract went too fast.
As to (1), you will be surprised how many “signs” you can pick up if you are really trying. The human mind is a vast reservoir of indexed and interacting experiences which can be called up at will. The miraculous hemispheres of our brain act like super computers in translating current signs with examples of past bad behavior. Keep those antennae active.
I once represented a general contractor who was approached to do a large and lucrative contract to develop an apartment complex. Some of the red flags that were missed were as follows: (1) The developer was slow to proceed because he admitted he was extricating himself from a partnership dispute; (2) he was customarily late and ill-prepared for meetings; (3) he was working with his third architect; (4) he represented that the schematics were already being approved by the Building Inspection Department, which my client found out to be untrue while discussing matters at the counter of the Planning Commission on another matter; and (5) the developer never commented on or returned the proposed contract. The most telling of all was that after the verbal conceptual agreement, I called the developer and left a message, introducing myself, and asking for the opportunity to discuss the specific terms so I could draw up the contract papers. The developer apparently flipped out, for some unknown reason, and spent about an hour on the telephone talking with my client’s wife about how perplexed and concerned he was that a lawyer had called him. I recommended that my client not go through with the project, but he did so, and it turned out to be a complete disaster as to non-payment and delays.
You should also work on the informal “karma” theory. If, in the initial stages, drawings are lost in the mail, you have a devil of a time getting ahold of the other person, your subcontractors have fallen through, or other annoyances, someone might be telling you something. One of the most important meetings I have ever had was meeting a potential partner in a legal software business for the first time. For some unexplained reason, the directions were completely botched up and I arrived (upset) a half hour late, and the prospective partner was late for another meeting. I should have known from the very beginning. As it turned out, I ignored these red flags, went forward with the partnership, and it fell flat on it’s face.
You can also receive a great deal of information from other contractors or subcontractors in the area that may have dealt with such a person. This especially applies to commercial and light industrial projects.
The other way to discern the true nature of your prospective client is my own patented formula: Have multiple meetings to test the water before signing the contract. Instead of the usual two or three, double it. It’s amazing the true colors that will be shown when you get into the fourth and fifth meeting. And look for things to be done from the other side (a design book, lists of features, etc.), and see if they follow through. If things are still going well and the trust is still there, someone is telling you to go forward with the transaction.
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