Email Jim at jim.thompson@ipulpmedia.com

By Fos, the Rat

Once again, I am interviewing Mr. Jim at the Pulp Rats' Convention. This year the convention is being held in the deep south.

"Mr. Jim, it is nice to have you again. What do you have for us this year?"

"Thanks, Fos, I am going to have a mixture of contemporary stories and some from the past as well."

"OK. Where would you like to start?"

"Let's start with a trend I have been seeing in the last few years."

"The floor is yours, sir."

"Well, I have been dealing with equipment and construction contracts all my professional life--going back to March 1970. The trend that can be noted is that contracts have gotten ever more complicated from then until today. I think this trend is caused by two basic issues. 1. (Don't laugh) The development of the personal computer which has allowed contract development to be easier and easier to source paragraphs and sections from old contracts. 2. A growing population of lawyers and the continual development of legal sophistication.

"As for the first, when I started, each contract was separately typed with two or three carbon copies. The top sheet was the company's letterhead, and the copies were "flimsies"--almost tissue paper thin copy paper interleaved with carbon paper. Typists were highly skilled--they actually had to know how to spell words (no autocorrect) and they had to not make errors. Making errors meant separating the various layers within the typewriter and erasing the error on each flimsy. The next improvement was "white out"--essentially white paint in a little bottle with a brush built in the cap used to cover up errors rather than trying to erase them. All of these kept contracts short.

"More lawyers mean more ideas and longer documents. It is a simple as that.

"An example of this is today's NDA's (Non-disclosure Agreements). Typically, two or three pages long, I was recently sent one seventeen pages long for a possible new project. I have declined to read it or accept the project. If you need seventeen pages to tell me how much you distrust me, we probably don't need to be doing business.

"In recent years, I have seen several conditions develop that are in contract or are contract related.

"In particular, warranties have become very tricky. Lots of fine print and the equivalent of a gordian knot to collect. I would almost consider asking a supplier to give me a price eschewing a warranty.

"The cousin to warranties is liquidated damages. There are rumors floating through the industry that certain suppliers are designing their equipment with the expectation it will not meet the liquidated damages requirements and they will have to pay up. They have considered this cheaper than designing the equipment to meet the specification, and hence they can offer a bid price that will win the contract.

"One other thing that has popped up since Covid. Forever contracts have contained "Force Majeure" clauses. However, I have never seen them exercised until about 2022 and I have seen them exercised several times since then.

"Fos, again, thank you for allowing me to share my experiences. This one is not quite as 'juicy' as others we have told here, but it may save some readers some pain and agony."

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