If you think back to my last post about the Real Estate Mock Negotiation, you will remember how excited I was to cut my teeth on transactional practice. Be careful what you wish for. My eagerness quickly turned to frustration when presented with the very real ambiguity that transactional lawyers deal with on a daily basis. But this frustration grew into one of the most important lessons I will learn as a young lawyer.
As with most law students, I struggle with ambiguity – I want to know everything about everything. Therefore, it was only natural that I struggled with not knowing what “market” was for the fictional terms that would be solidified in our fictional contract as a result of our fictional negotiations. I was reminded, however, that this learning experience is more about the journey than the finish. The value of this process is that I get a full dose of what transactional practice looks like, and sometimes transactional work is surrounded by ambiguity.
The frustration with myself stemmed from the uncertainty in the negotiation exercises. “Am I being too aggressive? Am I being too passive? Am I justified in asking for X%?” These questions raced through my mind. I felt uncomfortable in our negotiations because I did not know whether I was justified in asking for certain provisions or values – i.e., I did not know what terms qualified as “market” or standard. What I needed help remembering (thank you, Ali!) is that the purpose of this program is to teach me what transactional practice is like, not just what the substance looks like. In practice, sometimes what counts as market is unknown; something I completely failed to account for. The great news? I was supported by the whole team (Adam, Phil, Sara, and Ali), and I was tapping into invaluable years of experience.
I learned that in practice, you come across unique transactions that don’t fit into what counts as market or standard. The pursuit of mirroring a previous deal can harm valuable interests unique to the deal in front of you. To determine whether it makes sense to push/give on a certain point, we look to the client’s interest, not external sources. In other words, we embrace the ambiguity and think creatively about adding value to our client’s interests. I learned that in this space, this ambiguous space, the lawyer adds value. It could come in the form of developing a new solution that does not conform to previous deals, or it could come in the form of developing good arguments for why your position is agreeable. Either way, the focus is on developing a solution for your client, not conformity to the past.
In short, I am learning a lot. Not just about the process of getting a deal done but also about the practice of deal work. The team corrected for the assumption that I needed to operate within the norms of what counts as market; they reminded me that the value we add is thinking creatively about the obstacles in front of us.
Therefore, the major takeaway for me is to fully embrace ambiguity; fully appreciate the opportunity to be free from standard.