The Bizzle is occasionally allowed out to conferences where he mingles with other in house counsel (under an assumed identity of course). These must of course be free events, or at least offer gratis stationery and other miscellaneous marketing tat to at least the value of the entry fee.
It is a truism that at least one of the topics at such an event is “How to maximise the resources of the in house legal team”. Someone always offers in answer to this perennial conundrum the proposition that the legal team should provide to its sales force a suite of standard contractual documents for use in the most common transactions.
The obvious objection to this proposal is that the sales team will invariably be idiots who can’t be trusted to tie their own shoelaces, let alone ensure that appropriate legal documentation is used on a consistent basis. But that doesn’t stop our intrepid resource maximisers, and thus we have the PDF contract.
PDF stands for Portable Document Format, and is an open format created originally by Adobe Systems (other document formats are available). Its key benefit to the resource maximising legal team is that, unless you are prepared to pay for a proprietary PDF writer (and let’s face it, we’re not), you can’t amend the text.
In this scenario, therefore, the sales team is intended to understand PDF as standing for Please Don’t Fiddle. And serendipitously, the other party to the transaction also receives this message loud and clear, as the tweet from Tim Bratton that appears at the top of this post demonstrates.
Well I can’t speak for Tim, but there’s nothing more likely to make me want to undertake major surgery on a supplier’s terms and condition than a statement that no changes are allowed. It makes me Pretty Damn Furious, frankly.
In fact, just writing about it is making me angry. Surely no business can afford to put cost savings ahead of customer satisfaction, but that appears to be what’s happening here – they’re Putting Demselves First (sorry).
It has been suggested to me that this practice has the more legitimate aim of mitigating the risk of (presumably more favourable) terms agreed with other customers being discoverable through the versions functionality of newer iterations of Word. But this just emphasises the basic laziness of the approach, given that the danger is easily averted by starting each new contract from a blank source document. Precedents Diminish Fear, in other words.
The lawyer on the receiving end of such practices must fight back, of course. One’s natural impulse to pragmatism must be set aside, and a raft of niggling changes should be demanded. For the truly devious, the document may be exported to a .txt file for changes to be made in plain text (Playing Dirty? Fine).
And thus we can see that the original intention is easily subverted, so that the legal team that hopes to save money by outsourcing risk and effort to its customers finds that the use of PDFs actually creates more work. Pretty Dumb Fecks, eh?