Otherwise Advised by Counsel

I have a new favorite contract phrase, and I almost missed it: “unless otherwise advised by counsel.” But that, my friends, is why I'll never regret rereading that 59-page contract one last time.

Color me impressed. I thought “notwithstanding the foregoing” was hard to beat, but “unless otherwise advised by counsel” takes the cake.

The actual effect is basically: Yes, I agree to all of these things, unless my attorney tells me I don't have to. 😏

Once you understand the possibilities, it really opens things up. I'll be working all weekend, unless otherwise advised by counsel. I'll attend the 8:00 a.m. meeting, unless otherwise advised by counsel. I'll refrain from ordering another espresso martini, unless otherwise advised by counsel.

Honestly, I may need to put counsel on speed dial.

I mean, who is your counsel? Are they qualified? How long have they been practicing? Where are they admitted? Are they fully caffeinated when giving this advice? Did anyone read the whole agreement first? Because apparently their future advice gets to change what you just agreed to.

Is this modern lawyering? AI-generated lawyering? Have I been doing this wrong for fourteen years?

Would I accept this if opposing counsel handed it to me in a contract I was negotiating? Hell no.

Am I now thinking about quietly slipping some version of it into one of mine? Maybe... but if I told you where, that would ruin the sport. Half the fun is seeing who catches it.

It's brazen. It might be brilliant. And I can't look away.

I'm taking notes.

Maybe you should be too.