Attorney Raven Willis: Severability and
Partnerships, Part 1 of 2 discusses severability: It sounds so ominously debilitating, like it
may be a term relevant to fighting zombies instead of legal battles.
Severability refers to removing a provision from a contract when it becomes
known as unenforceable or illegal. The provision is cut but the remaining
body of the contract keeps lurching forward.
She touched on
being a wife, the mother of a newborn baby, holding down a full-time job, and
going though law school. We left off as she starts to talk about taking the Bar Exam ((Wikipedia link) to
become a lawyer.
Part 2:
On passing the bar:
“Preparing for the bar was one
of the most stressful times of my life.
My job granted me a leave of absence so I could study. I also signed up for Barbri,
which is a test prep service for the bar that holds daily classes and issues
study materials. They issued a stack of
study booklets and materials that was literally almost 3 feet tall. You can imagine how much material you have to
cover—essentially everything in law school you studied and some material you’ve
never seen before. The first week of
studying was so overwhelming that I panicked.
I called my best friend who had taken the previous bar and passed. I felt like there was just no way I would
ever be able to get through all of the material, and actually remember any of
it in time for the bar, which was less than two months later. She reassured me that I would do fine and to
just keep at it.
“Studying for the bar consumed
my life for the next few weeks. I
studied when I ate my meals, exercised, and even when I was putting my 2 year
old son to sleep. My mom came and stayed
with me for the two months and cleaned, cooked, and basically ran my household
for me while I studied. I had nightmares at least a couple of times a week
about me failing the exam or being late to it.
At least once a week I felt like I was never going to get through the
material in enough time.
“The final week before the
exam, I realized I actually did make it through all of the material. I also realized that I retained a surprising
amount of the information and was able to recall a decent amount of it. At that point I felt like I actually could
get through the exam with a reasonable chance of passing. I did pass with a pretty decent score, and the
rest is history!
“I tell anyone who is sitting
for the bar to hit the books hard, do it early, do it often, and do it
consistently because you will NEVER want to do it again. Thank God I passed because that is an
experience I never want to go through ever again in my life!
"I left there hating to write
and not wanting to read anything outside of work, especially a book. I am just now coming back to reading for
entertainment. Even so, I will pick up
an iPad not a book with paper pages. I
think I am still in rebellion.”
That seemed like a good segue
to ask about her particular expertise in government contracting. “Speaking of rebellion, are there any
misconceptions about contracts? Small
business owners bid for these contracts.
Large awards get plenty of press.”
Willis commented, “The
government usually always wins. Taking the
government to court is costly. How many
hours will you need from the lawyer? How
much attention is taken from servicing customers and winning new business? Even if you win, chances are it will be a
Pyrrhic victory.
“Government contracts differ in
that there are strict rules in the Federal Acquisition Regulations. There is a great deal of information out
there on standard clauses. The
nonstandard clauses can present a greater challenge to understand. So, be absolutely sure what you are
quoting. Many small businesses may try
to do too much on their own without experienced legal help.” Here is where Willis told me of cautionary
events that resulted in the following warning.
Be certain of how operating budgets and expected profits are structured
in accordance with the revenue an award is supposed to bring. "Be sure to
include allowances for increases in costs for proposal escalation if the bid
request is silent on the issue. If you
assume that the government will allow you to later increase the award because a
regulation has been updated and a cost has been increased, you may find the
government unwilling to make the adjustment.
The best thing to do is ask the question before the bid is submitted."
The last area we covered was
emerging businesses with partners. “The
law is a process with basic tenets that are surprisingly understandable once
you get them down. Once this happens you
can make inferences about what course of action is better than others..” Willis advised, “Talk about monetary
agreements, partnership stakes; get it all out in the open so that when the
agreement is memorialized, the written words reflects those arrangements.” She further advised reading then talking
about the written document candidly before signing. Willis cautioned further, “Verbal agreements
are binding but when in court, that which is written takes precedence. That’s important because, though I view it as
showing a lack of integrity, a party may eventually want to take advantage of
the weakness of the wording or find loopholes to get out of the original intent
of the partnership. Always read what you
sign. Hire experienced help.”
