“Simple is Complicated”

October 8, 2014

Melissa H SayerBy Melissa H. Sayer

Everybody likes things to be simple. I know I do. But I am part of a profession that is often accused of willfully complicating things. Sometimes that accusation has merit. But sometimes lawyers make things complicated because they have to be … if they’re going to be simple.

Let me explain.

Odds are pretty good that if you are reading this, you have operated a smartphone or driven a car with an automatic transmission. These are both fairly simple to operate. But both are only simple because the engineering inside is tremendously complicated.

Legal agreements work the same way. I often see people go into business with each other who want to keep their agreements simple. “We trust each other, so let’s just keep it simple,” they say. The business prospers and with growth comes new challenges and opportunities. The business may need to expand, bring on more owners, or raise additional capital. How are these handled? Who has the authority to decide? I’m continually surprised at how often companies stall just when they are getting successful because the owners can’t agree on how to proceed. Many times they can’t move forward precisely because they did not want to “complicate” things by thinking through the inevitable changes a growing company faces.

Other times a company struggles and fails to launch or one of the owners wants to move on. Unfortunately, this happens more than we would like. A company that works through what happens when the business dissolves may at least be able to get its principals out cleanly and on speaking terms with each other. Sadly, a “simple” company may go out in a blaze of litigation and broken relationships. “Complicated” isn’t always best, but leaving things “simple” can end up being complicated.

This article was first published in the Santa Paula Chamber of Commerce newsletter, October 2014 edition.