Closed a deal this morning. Small potatoes for all the biglaw Chads on here, but it was a referral from a buddy. Guy’s business was sideways and he was unable to make payroll on the first of the month and needed out immediately.
He got me the operating agreement yesterday and I had been operating under the assumption that he was selling units, but oh no, he hired some clown in a strip mall to do the operating agreement and he called all of the membership interests “Shares” instead of ”Units.” I told the Ass on the deal to change all references in the agreement from Unit to Share.
Client is a Boomer who doesn’t have a computer and does everything on his phone so he asked if I could drop the closing documents into a binder for his records. No problem. Paralegal is already gone so I printed the docs myself and just flipped the pages and was dropping them into a binder. Then I saw it. The wantonly reckless Ass didn’t limit the replace all tool to whole words only and in the Business Day definition where it says “banks in the United States are authorized by Law to be closed” it says “Shareed States.”
I’m literally trembling right now. Ink is dry because it was a Docusign. Wire already hit. There ain’t no takebacks. Firm counsel is in the air. Do I preemptively put our carrier on notice? Should I tell the client and beg for mercy? Do I have to notify the bar that I failed my supervisory duties? Should I start drafting a declaratory judgment to file Tuesday morning so this egregious error is hopefully corrected by a court of competent jurisdiction?
The parade of horribles if anyone ever opens that doc and has to measure Business Days is too horrible to even consider. Are any of the covenants that use Business Day even enforceable? Will the client get paid on the working capital adjustment? Over 90% of the value is the inventory that gets paid through the working capital adjustment which is all keyed off a Closing Date Balance Sheet to be delivered by the Buyer 20 Business Days after the Closing Date.
I was supposed to leave for a long weekend getaway an hour ago but now I can’t even consider it after the worst mistake of my career. My wife keeps calling and I don’t know if I can look her in the eye. Anyone ever stepped in shit this deep?