Attorney Raven Willis: Severability and Partnerships, Part 2 of 2

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.” 

• Raven Willis' Blog: mylegalhacks.com
• Read more of Raven Willis' linkedin posts:  https://www.linkedin.com/today/author/77163335

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