A Fable

From a CLE [continuing legal education] presentation I did a while back:

Once upon a time there were two companies. The companies had to negotiate a contract. The companies were represented by smart, experienced executives. The executives understood the business. The executives understood each other.

The executives hit it off on a personal level. The executives played golf. The executives supped. The executives sipped. Things looked good.

The executives were under pressure to get the deal done. They worked out a one-page term sheet. The deal was going great!

The executives didn’t want to waste time on picky contract details. They were developing such a good working relationship. Surely they’d be able to work out any problems later on. Surely the term sheet was all the contract they would ever need.

They signed the term sheet. They crossed the street to dinner. They were hit by a truck. They were hospitalized for months.

Their successors were idiots. Their successors hated each other. Their successors had such fun dealing with the “picky details” that the executives had left out of the contract.