In this modern age, who
needs lawyers? There are resources which
will provide many of the documents a business might need free of charge, or for
the fraction of the price of a lawyer. It
is true, that these documents are generic, that they do not necessarily
consider your specific intent, and they may not be very detailed; but they look
they part and they do the job – until they don’t.
The problem is that the
law, the interpretation of contracts and statutes, is not generic. Intent and detail matter. Consider the case discussed in this article.
That case resulted in a $10,000,000.00 (yes, that’s ten million dollars) judgment
in favor of the plaintiffs, and it turned on very specific details and the
interpretation of intent. As the Appellate court noted in O’Connor
v. Oakhurst Dairy, 851 F. 3d 69, (2017), “…for
want of a comma, we have this case…”
It does not get much more specific, detailed or intent driven than a ten
million dollar loss over a comma.
In O’Connor, drivers for Oakhurst Dairy
sued the company over its failure to grant them overtime pay. Under Maine law,
workers are entitled to overtime when working beyond 40 hours a week. However, in
all its wisdom and (no doubt) that of the lobbyists of certain industries, the
legislature carved our an exemption for work that included: “…The
canning, processing, preserving, freezing, drying, marketing, storing, packing
for shipment or distribution of: 1. Agricultural produce; 2. Meat
and fish product; and 2. Perishable
foods…” 26 M.R.S.A. § 664(3)(F).
The
question in O’Connor turned on the lack of a comma between “packing for
shipment…” and “…or distribution…” in the statute. The Dairy argued that the drivers did
not qualify for overtime because they engage in distribution, and that the
exemption to the overtime requirement included “packing for shipment” and
“distribution” as separate exempt activities.
The drivers, however, pointed out that the law, as written, excluded “packing”
regardless of whether it was packing for shipment or packing for distribution.
Distribution by itself, in this case, would not be exempt. The court agreed and it cost the dairy
dearly.
Yes, this is a case over the
interpretation of a statute and not a contract.
However, the principle is the same.
In the law detail, specificity, and interpretation of intent matter a
great deal. How comfortable are you with
that cheap, generic, vague contract that looks the part and may do the job –
until it doesn’t?
Many businesses look at legal
expenses as simply that, an expense which should be kept to a minimum. They fail to see the hidden value of ensuring
that the company’s legal affairs are addressed by a professional who tailors
them to be detailed, specific to the needs of the company and married to the
intent and long term goals of the organization.
Perhaps it will not matter. But
when it does, it could drive them out of business or, as would have been the
case for the delivery drivers in O’Connor
had they not focused on details, specifics and intent, cause them to miss out on a multi-million
dollar opportunity.
The trick is to manage legal
expenses, to make them predictable and part of the budget. While it is impossible to reduce all risk, hiring
an out-sourced general counsel for your business at an affordable, predictable
monthly fee can ensure that your company has an attorney who is focused on the
details, specifics and intent that are inherent in the legal aspects of your
business. This will allow you to focus
on your business and give you the peace of mind to thrive.
If you wish to discuss how an out-sourced
legal counsel agreement can help your business, call The Maughan Law Group .We can
conduct a proprietary review of your business to determine whether this
solution is right for you.
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