By Laura Liss
For lawyers both new and experienced, there will come a time when a client wishes to pursue something you have advised against. This time came for me in late September.
In the situation I faced, I was to help a new client review and evaluate certain franchise disclosure documents, similar to what I would do for any potential franchise buyer whom I assist in my practice.
In this case though, the documents I read were “D” grade documents in terms of quality of preparation, leading me to wonder what my client’s experience would be like in this franchise system. As I told the client, if they are sloppy now in the sales process, imagine how sloppily they may treat you when they have you tied to a five or ten year agreement you can’t easily get out of.
Overall, I felt that this was not a good franchise opportunity compared to many others that I have seen. I told the client as much in a two hour meeting. But the client remained interested.
I wondered to myself how this could be. Was I not clear enough about the risks of the transaction? Did I not explain well enough how the franchisor could disappear like a house of cards if its loans were called in? I began to blame myself for what might happen to my client if he bought in to this franchise system.
After worrying and repeating the concerns to my client, I spoke with my mentor about the experience. Her advice was that I had done my job like I am supposed to, but she also reminded me of something I had forgotten:
We don’t pass judgment on the deal.
A lawyer’s job is not to “bless” the deal, plea bargain, settlement, etc. Instead, our job is to inform the client of the pros and cons to enable he or she to decide for him or herself. Our role is to point out the risks involved and try to limit them. Our role is to connect other advisors to our client to make sure that they make the best informed choice possible.
And because only a client can (and should) decide whether to do the deal, settle the case, take the plea or make any other kind of decision, the lawyer isn’t feel responsible for a client making (what we see as) a poor decision so long as we have done our part to advise them fully.
This was a great reminder to respect my client enough to remove my personal biases, but also to respect myself enough to not take it personally if my advice isn’t followed.
Laura Liss represents franchisee, franchisor, and non-franchise business clients alike in business, franchise, and real estate transactions at her own firm, the Law Office of Laura Liss, P.C. (www.lauraliss.com). She also presents to industry groups about building, protecting and growing companies through the trademarking and franchising process. Out of the office, she enjoys Mexican food and hiking in the foothills. She can be reached at firstname.lastname@example.org, on Twitter @LauraLissLaw, or on Facebook at facebook.com/attorney-laura-liss. She is also always available to talk through questions, especially about professionalism or hanging your own shingle.