The Inexorable Burden of a Transactional Lawyer.

I saw a cartoon yesterday on LinkedIn.

It depicted 2 humanoid figures. One standing and the other seated on a work desk. The one standing was depicted saying to the seated figure, "If you do not complete reviewing this contract within the next 10 minutes, then the world will end, and we will all die." The seated figure was depicted as saying, "What contract ? I have not received anything in my inbox yet !"

This cartoon is of course an exaggerated depiction of an all too familiar situation faced every day by 100's of 1000's of transactional lawyers, everywhere in the world.

?I have been faced with similar situations, many times. But a few stand out, and 1 is particularly relevant.

Many years back, I was reviewing a contract, on behalf of a media corporation wanting to engage a global online taxi aggregator for provision of personal transport to employees globally. The aggregator had shared a standard draft disclaiming "any liability for the acts of the drivers", since the drivers were "independent contractors."

?I very well knew that the aggregator was unlikely to change the provision in their "standard draft", no matter how much we negotiate. Most likely, the person negotiating on their behalf, would not even be empowered to authorize such changes. Nonetheless, I decided to make this an issue in my red lined response, since I had concerns, especially around the safety of my client's women employees using the aggregator's services.

?This stalled the contract, and the irate admin manager of my client called me up, asking for an explanation, "Why is a routine contract is taking so long to close?"

I explained the situation to him, saying that, "It is bad enough that the aggregator is not expressly taking the onus for its drivers, but they are also asking us to agree to a disclaimer that they are not responsible for the acts of the driver. Which positively seems to be a moral hazard. What happens if there is a female employee traveling late at night and the driver misbehaves? Who shall be responsible?" I then went ahead to explain to him what a "moral hazard" means.

?Immediately, the admin manager's tone changed from irate to concerned. And he arranged a call with the taxi aggregator's legal team.

?The aggregator sent a very suave, lady lawyer to chat with me. Summoning my best Barrack Obama voice, I said, "The wild, wild west days of intermediaries are over. World over, intermediaries are being held liable by courts for their responsibilities to their stakeholders, and the local communities they serve."

I then went on to cite the, then current, UK Supreme Court ruling that drivers of taxi aggregators are entitled to workers’ rights, in support of my sweeping statement.

?Not one to be outdone, the lady lawyer gave a generic statement that they review such judgments at a global level and take remedial actions. And in their view the position remains unchanged, so no changes to their standard contract would be possible, as a matter of policy.

My client ended up approving the signing of the standard contract draft 'as is.'

However, my efforts were not entirely in vain. My client's admin guy also signed up other taxi operators who were more considerate of these concerns. Including taxi operators who operated services run exclusively by female drivers, for female passengers.

I was reminded of these chain of events on reading news articles yesterday that talked about the Indian High Court of the Karnataka Province directing an online taxi aggregator to pay around USD 6000 as compensation to a woman passenger allegedly harassed by their driver, and directing the Internal Complaints Committee of the taxi aggregator company to hold an inquiry into the victim's complaint in accordance with provisions of the Sexual Harassment of Woman At Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Kudos, of course to the court for taking this timely step.

But it reminded me of my largely symbolic actions effectuated many years ago, against a behemoth, who I felt, was sacrificing the safety of its passengers on the altar of convenience.

And it got me thinking, what societal impact my actions as a "transactional lawyer" have really had.

In this instance, I was, without doubt, too powerless to change the policies of a global behemoth. But at least I got the admin manager of my client thinking, and he signed up other vendors whose services prioritized the safety of women passengers.

As the Tracy Chapman song goes:

Don't you know,

Talking about a revolution?

It sounds like a whisper.........

Anant Kumar Asthana Magister Lvcentinvs Vivek Anand

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