law school

Practice Points: 7 Legal Phrases I Wish I Knew When I First Started.

  1. Notwithstanding anything to the contrary contained in this Agreement,…” this is the ultimate trump clause. By adding this provision, if later or earlier in the document you say something to the contrary, it is automatically trumped by the contradictory statement that comes after this phrase!
  2. The [Enter Party’s Name] understand, acknowledges and agrees to ….” I use this phrase when I want to convey that the opposing party is fully aware of what is going on – and they cannot find a way to back out if they do not like the term later when the deal is signed, sealed and delivered.
  3. [Enter Party’s Name] shall not unreasonably withhold, condition or delay such [consent/approval]…” This clause is great, when you understand that the other party’s consent/approval is important, but want to make sure that they do not delay, condition or unreasonably withhold such consent or approval.
  4. Except as provided in [name document]….” or “Subject to the terms and conditions in [insert document name]…“= I use this phrase when I want to limit my client’s liability in regards to knowing something they should know, or to exclude items contained in another document. I often use this phrase when I am limiting the Lender’s right to go after my client for environmental stuff, or when I want to limit Seller’s liability for knowing environmental conditions on their property. For example, “Except as provided in that certain Phase I, dated April 1, 2016, issued by Environmental Guys, Inc., to the best of Seller’s knowledge, Seller is unaware of any hazardous environmental conditions contained on the property.
  5. including, but not limited to, the following…” = I use this phrase when I am making a list of items that I expressly want to  include, but I also don’t want to cut my client’s rights off to other items not named.
  6. “…which consent shall be held in [enter party’s name] sole and absolute discretion…” = this is a great phrase to use when you want your client to obtain the right to consent or deny something the other party is requesting without having a valid reason.
  7. To the best of [enter party’s name] knowledge,” when you are making reps and warranties to the other side you always want to sneak this in front of what ever sort of rep/warranty you are giving the other side.

When I first started, the above clauses seemed so FOREIGN and “deal” specific, but then as I turned more and more contracts and agreements, I realized they aren’t deal specific and are usually needed in each and every agreement in some form or fashion.  Just by knowing these few phrases, you will have a jump start on making your initial edits, and make who ever hired you incredibly happy to know that he/she hired someone who knows SOMETHING, as opposed to nothing.

Can you think of any other phrases that you come across everyday that are missing in my little list? If so, please feel free to share them below in the comments section.

 

 

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PRACTICE POINTS: Tips & Tricks on Being a Young Transactional Associate

My first job out of law school was at a midsize law firm – and when I say  midsize I mean a small law firm- there were only 20 lawyers. I KNEW NOTHING when I started. My internships did very little in regards to training me on how to be a transactional lawyer– so all of my training was ON THE JOB TRAINING. You can only imagine how long every task took – and how I always thought I was JUST ABOUT TO BE LET GO with every single mistake I made (and, oh god, I made so many).  Each time I “fell”, I felt so dumb – but, luckily, I knew I had to get back up and take another crack at it. I remember I use to have this list taped to my desk of “MISTAKES TO NEVER MAKE AGAIN“.  I wish I could teach a “PRACTICING LAW FOR NEW LAWYERS 101”  class at local law schools or teach a college course on just being a legal intern / paralegal. Seeing as colleges probably don’t want to hire me  for the 101 course (just yet), I thought I would share a few tips and tricks on starting your career at a law firm.

  1. ALWAYS DOUBLE CHECK ALL ENTITY NAMES. I had to learn this by being shamed.  An incredibly kind (sarcasm) lender’s counsel taught me that THE SLIGHTEST COMMA AND AND PERIOD contained in an entities name had to mimic what the business entity website said for the entity. (You can double check this by Google-ing: “Business entity search  [name the state the entity is formed in/incorporated in]” click on the state’s certain website for searching for such entity and type in the entity’s name. Look at how the entity’s name appears, does it say “Walmart, LLC”,  “Walmart LLC” or “Walmart, L.L.C.” THOSE ARE THREE DIFFERENT WAYS TO PRESENT THE ENTITY’S name. Be sure you are using the version stated on the Secretary of State’s website.)
  2. ADDING AND SUBTRACTING  DATES. This website needs to be your best friend: Calendar Counter . When you first start out at any  law firm as a transactional attorney, they usually have you calendar dates and summarize a deal in a table  format. I remember when I first started, I ACTUALLY COUNTED 60 days on my little calendar by hand, until an older associate told me about the website referenced above.
  3. WHOM TO CARBON COPY (CC): When you are responding to an email – you  respond to everyone on the chain who is CC-ed. Don’t add personal assistants, unless someone in your office confirms otherwise, and just double check if you’re unsure, but do not do it unless you are sure.
  4. ANTICIPATE QUESTIONS YOUR PARTNER OR SENIOR ASSOCIATE MAY ASK. This will make your life easier, but pretend you are the partner or senior associate, and ask yourself, what you would like to know in regards to the deal, and make sure to know that information, because more often then not, they will want to know. Always know when diligence expires and when closing  must happen and when MONEY IS NONREFUNDABLE (AKA: HARD).
  5. DOUBLE CHECK ALL TIME SCHEDULES & NUMBERS. The dumbest mistake you can make is getting the Purchase Price wrong, or the deposit wrong, when it is blatantly written out in the Letter of Intent (“LOI”) for a deal. After you’re done drafting, literally print out the LOI and cross of everything that you have added, make sure you have a valid reason for not adding the other stuff in the LOI that you did not cross off.
  6. HOW TO HANDLE COMMENTS TO YOUR WORK. When a certain shareholder/partner provides comments to your work, implement each comment and cross it off or highlight their comment so you know that you have incorporated it into the document. Also, next time you do a similar project for this certain shareholder/partner make sure those stylistic comments (even if you do not agree with them) are incorporated into the document.
  7. CREATE A SMALL CTRL+F LIST. If you need to delete a defined term, or delete a clause, etc. create a list of items to search for in the document so you know you have adequately removed it after you are done drafting it.
  8. SUMMARIZE THE DEAL. I know work at a large firm, but at the smaller firm I never summarized the deal. My emails always said “Attached please find the revised clean and redlined copy of the ___________”. At this firm, a shareholder mentioned that clients really liked deal summaries, so its something that I have incorporated into my practice. For example, you do not need to LAY OUT EVERY DETAIL, just picture deal points. “As I understand the deal, the Purchase Price is _____, you have ___ days to conduct due diligence and closing will occur ____ days after the expiration of the due diligence period. If you fail to terminate then your deposit, in the amount of $_____ goes hard, and you have to deposit an additional $______.”  For purchase and sale contracts you don’t need to do this as much since there is an LOI for lease agreements I realized summaries are great to make sure the client understands the deal.
  9. CHARTS. At my last firm, I use to draft “Negotiation Charts”. Basically a table where, I lay out the Section, the revision made by the opposing party and another column for my client’s position. This was a great way to quickly go through all of the changes made by the opposing party and to make sure all the changes are adequately addressed and not left out on our call. During the call, after we discuss each issue, I quickly jotted the client’s position so I knew exactly what change to make. Similarly, after implementing each change, I would place a little check by the section number to make sure I had addressed the issue.
  10. DRAFT EMAILS. I do this a lot more at  my current job then my old job, but I often type up draft emails I would send to the client for the partner/shareholder to review prior to sending it off to the client. I do this at this firm a lot, because I don’t know the client’s yet, and I don’t know what I have the authority to say and what I do not have the authority to say —so, I found that draft emails are great to confirm these issues. A while ago, I emailed a client and told him  that he needed to deposit his earnest money, since if he did not the Seller could terminate the contract. I later got an email from the shareholder saying I shouldn’t EVER TELL THE CLIENT that they are in breach of the contract, since it’s alarming, and I should be gentler about it. Had I simply sent him a draft email, I would have saved myself from his stern email – but my bad —you live and learn. So, I definitely WON’T be drafting an email like that again.
  11. CONFIRM THE FORM OR ASK FOR THE FORM. When you are told to draft a particular item, and the shareholder/partner/senior associate do not provide you with a form, either grab a quick form off of your system and say, “would it be okay to work off of the attached?” or “Do you have a particular form you would like me to use?”. This is key! Sometimes certain clients have certain forms & other times certain shareholders have certain forms – so MAKE SURE TO CONFIRM PRIOR TO GETTING STARTED.
  12. KNOW THE FACTS/DEAL. At orientation at my new law firm, the leading lawyer said something which I wish I were told when I started my career “As a young lawyer, shareholders/partners/senior associates do not expect you to know the law, however, they do expect you to know the deal. Your job as a young attorney is to know the deal in and out, and as you progress in your career you will learn the law.”

Like all jobs, the practice of law has its ups and downs. Some days you are flying high and the client and your partner love you. Other days, when you receive a draft of your work back, you wonder if you can even read correctly(?). Just remember, it’s the PRACTICE OF LAW: mistakes are bound to happen, just fix it, get back up and make a mental note to NEVER MAKE THE MISTAKE AGAIN.

Peace, Love & Happiness.

 

 

PRACTICE POINTS is a series on my blog all about being a young associate at a law firm. I am navigating the seas of law firm culture, etiquette & work product. Join me as I share a few personal stories, so you can know the things I wish I had  known when I was you!

Law School Graduation

Hey Friends,

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I just graduated law school this past MONDAY! I cannot believe it. Wow. Although, academically, these were the toughest three years, personally they were the most influential. I came in as a girl, and I’m leaving a woman. I learned about fake friends, people who will do anything to get ahead, people who will be there for you when they have a million things going on, hard work/working SMART, having fun, cherishing the people that keep you sane, and protecting your health.

At times, I was incredibly skeptical about my education, but  I feel lucky to have gotten a Juris Doctor, since it affects the way I interact with the world, and allows me the ability to hone in on a multitude of conclusions that could occur.

If I had to go through law school again what would I do differently?

  • I finished law school on a strong note, so I wish from the get go, I made my own outlines or used others in conjunction with my notes, since that was something I failed to do as a 1L and relied heavily on commercial outlines and tabbing supplements.
  • I wish I wrote down most class discussions and case briefs that we discussed in class, as opposed to hopping on G-chat, and thinking that “I’ve read the case, so I know it.” I am human and I only have the ability to remember so much, without a trigger.
  • Developing a strong relationship with a professor in a field you like is something you should do very early on. By developing a relationship, you work harder to prove yourself, and they can also attempt to help you with your job search in the field.
  • Networked during my first year of law school. Networking is a such a vague term, so I will break it down for you in another post.
  • I wish I ran everyday, even for 5 minutes &  I wish I ate a light lunch. Eating a light lunch will enable you to be more productive during the day and not feel so sleepy.
  • I wish there was a way to avoid being addicted to coffee. My name is Maheen and I am addicted to coffee.
  • Respect and make time for my parents a  little bit more. I love them so much, and without them attending law school would not have been possible. They’re constantly love me, motivating me, and providing me with my lifestyle. I wish I sent them a few more thank you cards, a few more gifts, and a gave them a few extra minutes on the phone.
  • As far as my friends and special ones, I wish that I could keep a lid on my mouth when I was stressed. I often overreacted and said things that I regret. I love them to pieces and it would really break my heart if they thought I sincerely meant those rude things. I am an idiot sometimes, so working on managing my stress is something that I will actively work on as far as life goes.
  • (I’ll add to this list as I think of more things)

I hope you can learn from my mistakes. I have this little mantra that goes: if I can do it, so can you! I know that you can succeed in ANYTHING you do! Just work hard, I promise.

Halal Drinks (Mocktails) & Law School Prom!

Hey Friends!

I might have said this in a former post, but I do not drink alcohol! Not drinking alcohol, and maintaining a social life sometimes seems counterintuitive, and sometimes it is awesome. For example, I remember almost every moment out: the good, the bad, the boring, & the ugly.  I am also able to leave whenever I want.  Seeing as I live in ATL, I literally have to drive everywhere, so not having to share a cab with friends, or waiting around for Uber is a plus!

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(Featured drink from Noche: Virgin Margarita)

 Some of my favorite Halal Drink options / Mocktails when I’m out are: Diet Coke, Virgin Margarita, Virgin Shirley Temple, Virgin Mojito (read the ingredients — if it’s a mix pass — but if they’re putting in fresh mint and lemon in your drink, with cane sugar— definitely don’t pass), Sparkling water w/cranberry juice or Spirit with Grapefruit juice.  Although, I almost always get a Diet Coke (hello — I’m counting calories people), it’s always fun to try something different.

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I had law school prom (aka: Barrister’s Ball) a few weeks ago, here is a picture of the event! I’m the girl to the left. I bought my dress from ZARA during their Winter Sale. The dress was a size too big, but I took to my local tailor, who did a great job tightening it up. The belt I’m wearing in the middle is from Forever 21. I bought it in the fall of 2010 for $10-$15? I love the belt, it seriously helps jazz up any outfit! You can’t see this, but I’m wearing, NineWest, black peeps toe pumps! Here are some of the outfits the other girls wore! I hope this helps you gauge what to wear to your prom!

ZYKA with a Personal Blurb!

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Hey Friends,

Being a law student & a pseudo Atlanta food bloger do not always go hand in hand!  I’ve had a lot on my plate with the MPRE (basically an ethics test you have to take in order to sit for the BAR).  I’m also job hunting for a permanent position — and it’s been a tad stressful and time consuming. I’ve seen a lot of recent graduates graduate WITHOUT a job, but luckily as BAR results come out– I’ve also been seeing a lot of them get jobs (PHEW).

Areas of law I’m interested:

  • Real Estate and Soft IP

Both of these areas really appeal to me. There are A LOT of Indian/Asian Hotel/Motel owners & I would love to work with a firm to facilitate their transactions. I would also love to negotiate on behalf of them to secure favorable provisions. Growing up I moved around a lot and the connection I felt with my homes and spaces near me really molded my identity. For example, when we moved to Greenville, SC, I saw my neighbors houses being developed before my very eyes, I remember running around in them and giving fake tours to the few neighborhood kids that were around (kind of like Egypt from “Property Virgins”).  Right before the recession my parents bought a new house (they over paid), but I remembered thinking– I knew this house wasn’t worth it. If only they consulted me I could have told them my opinions, or at least shed a tear that could have prevented the purchase (I once did that with some formal living room furniture my family purchased — the tears didn’t work, but years later my mother finally admitted that I was “right”. In her defense she wasn’t all wrong).

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Butter Chicken

I like soft IP because I love the arts, and I love the ability art has to change someone’s thoughts. It has the ability to influence someone,  change their perspective or bring touchy subjects to life through subtle means. I’m NOT that artistically creative, but I am like a lioness and if people try to mess with my cubs I’ll bite (my cubs in this analogy would be the artists I’m able to represent)! When I see people selling knockoffs, I’m the girl that actually EMAILS  the company and says “HEY …THIS ____.COM IS SELLING A FAKE URBAN DECAY PALETTE. I DON’T WANT OTHERS TO GET DUPED. TELL THEM TO STOP AND PROTECT YOUR TRADEMARK.” I’ve emailed L’Oréal Paris, Apple, Tiffany’s, etc..

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Right now — I may not be that great at drafting memos or briefs, but I know, with time, I’ll probably get it down to a science — luckily I have something else on my side that is much more powerful than drafting a good brief — I’ve got PASSION. I’m going to run with it until I reach the “finish line”.

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Scattered through out this whole post are pictures of my favorite indian / pakistani restaurant called ZYKA: The Taste in Decatur, GA

Laws Miserables

I unfortunately will NOT be updating as frequently as I would like for the next two and half weeks, but I promise, after law school finals, I will be UPDATING everyday! By watching this video you will understand my pain.

Also, I’ll be working for an Entertainment Lawyer this summer! If you need to set up talent contracts, or contracts pertaining to your website, your services, or acquiring other services etc., please feel free to contact me at TheSocialiteFashion@gmail.com I will try and put you in contact with the partner I will be working under!