The Trouble with Lawyers

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and a cooperative that is anything but

by Hal Brown

Sometimes it seems as if you can't walk across a room filled with cranberry growers these days without bumping into a lawyer. Is it true that more three piece suits have been seen at Ocean Spray headquarters than usual? Someone should tell them about the dress code. Apparently some corporate mentality saw fit to include a lawyer generated page on the otherwise friendly Ocean Spray web site. I wouldn't be surprised if an Ocean Spray attorney was vetting every edition of Cranberry Stressline to see if there was a way around the First Amendment. My own legal advisors, dead some two hundred years, assure me that there isn't.

Meanwhile, phrases like "legal obligation", "respectfully disagree", "class action suit" and the usual lawerly whereas and wherefore are popping up like maples on a forest bog.  The trouble with all the legal mumbo jumbo is that it is all an impediment to problem solving and conflict resolution between parties that really don't want to be adversaries.

A case in point is the attempt former growers are making to have their 2nd preferred stock redeemed. Nobody really expected the stock never to be redeemed. But positions have hardened. Again and again one hears the quote about Board Policy being subject to change. Inflaming passions is the oft quoted comments coming from Ocean Spray that they are under no legal obligation to ever redeem the stock.

Somewhere in all this is the important word reasonably, as in the Cranberry Marketing Agreement where growers agree to abide by policy and rules reasonably adopted by the board. Is reasonably a legal or a common usage term in this context? One could certainly argue that if it is the later,  the policy and rules related to stock redemption wasn't reasonably adopted unless all parties understood that in fact the time might come when the Board would threaten never to redeem shares to former growers. Is it possible to reasonably adobt an unreasonable policy?

Another lawyerly tactic is to rattle the saber. "Threaten my clients and you'll never see your money." Sometimes I suspect they do it for the sheer fun of it and because it is so easy and reminds them of law school when they were rewarded for such rhetoric. Lawyers can be so full of themselves that they often actually believe the image they try to sell to their clients. So they think they can intimidate their adversaries with threats, almost forgetting that their adversaries are themselves lawyers who are acting on the same stage.

And where are we? The growers, the cooperative executives, the grower/board members and the employees of Ocean Spray facing an uncertain future? We and our families are in the audience watching this play unfold wondering whether it will end up as a comedy or tragedy.