A Walk In the Woods; How To Read and Write a Contract

A WALK IN THE WOODS

There is a cathedral of sound in Prospect Park. It is not at the band shell, the Pagoda, nor at the Third Street Playground. There is a symphony at the playground, but that is for another time.

This cathedral starts at the pond in the Long Meadow near what has come to be known as dog beach.   The cathedral walk should be approached from the 9^th street side, just south of the pond as if you were walking to the Nethermead. Take this walk early in the morning or before dusk. You want it to be quiet and less traveled. I start before 7 am. Don’t come then.

When you follow the path from the 9^th Street side the City disappears as a rush of falling water envelopes you. The bridge takes you alongside the small waterfall that the Parks Department uses to feed the pond. Stop and listen for awhile.

If you are with your dog you may need to look back to see if he/she is still following you. They are easily distracted.  Don’t call them, or bribe them with treats. Wait for them to come. As they come, say “come here”.  You can brag how obedient they are. They can tell their friends how independent they are. You both will feel a lot better and be ready to move on.

There will be two paths that diverge in the woods. While Nora Effron believes that in life women get to choose both, take the path to the left. The choir or bird yentas begin. I don’t have a clue what they are saying or how many there are. It might be one good impersonator, although the Lyrebird is resident in Australia (there is a great spoof on Lyrebirds on YouTube if you want a laugh). Continue walking until you reach a break in the trees and you can see across the pond to the dogs playing at the beach. Substitute the barks for squeals and you might just be watching your kids at camp. If you don’t have kids pretend. The choir is like white noise at this point. If there is a slight breeze you can feel and hear it. It
is subtle, but most prevalent. It is funny how quiet sounds attract more attention than loud ones, even when the cacophony is pleasant.

Proceed onward and look eastward through the border fence that the Parks Department erected to keep people out of the woods. Environmental signage partially explains the reason for this. At one time you would not walk into this part of the park unless you were armed or with an attack dog. Freedom has been gained and lost. This is particularly so for the encaged water fountain that now appears. I think of the 1960s when I see it.  FREE THE FOUNTAIN NOW!

It is hard to motivate fountains today even when one of their own is enslaved. I move on peacefully to the last bridge. I listen to the rushing water and the fainter sound of my avian friends. Regrettably, I walk out into the world again.

LEGAL NOTES: HOW TO READ AND WRITE A CONTRACT

Most people when they enter into a contract focus on the substance of the transaction rather than the remedies.  This is a mistake. Read contracts starting at the back where litigation, arbitration, governance (law that case will be based upon), venue (where the dispute will be decided) and other matters that are usually cheerfully left for the lawyers are discussed.  What your lawyer may be arguing about may be more significant than you think.

Contracts are principally written to enforce or protect a right, so why not consider how much time and money enforcement will cost when prioritizing the substantive points of your contract. Consider which process would be most efficient and cost effective. Consider how you might work out different disputes with the counterparty.  One size does not fit all. You know where the substantive disputes are, face them now and provide an appropriate remedial process to resolve them. It does not necessarily have to involve lawyers, courts or other traditional dispute mechanisms.

In many cases, contracts become worthless paper due to time, cost, and the inadequate enforcement mechanisms chosen. Understand how scheduling plays a significant role in how long it will take for you to move through a dispute resolution process. This not only entails the calendar of the court or tribunal, but witness and in some cases, expert availability. Your lawyer’s own schedule may also contribute to the delay. As an arbitrator, I often see delays because the lawyers are booked. They will not tell you this and may blame it on the system or opposing counsel.  In some cases they are right.

Although given what you can now earn on investments, time may not seem like money. It will be again, so know which rights you principally want to enforce and the cost and likelihood of enforcement and collection. Most of all, know who you are dealing with. Bad smells generally get worse. A contract may be no better than room spray.