May 09, 2012 Articles

Maintaining Friendships Between In-House and Outside Counsel

Studies indicate that success in a law firm—or any business, for that matter—can be traced, among other things, to securing strong mentoring relationships early on.

By Angela A. Turiano, Esq.

There are many circumstances where lawyers and clients maintain friendships without issue. For example, the family lawyer who after 20+ years of service is considered more of a friend than a hired professional. But the dynamic changes when the client is a company and the lawyer is with an outside law firm hired to represent the company’s interest. In this situation, where the in-house lawyer assumes the role of “the client,” the friendships that often form between the outside lawyers and their in-house clients can be difficult to navigate and, if not kept in check, adverse to the company’s interests.

It is not uncommon for friendships to exist in this context. Many attorneys develop friendships early on in their careers and only later find themselves in an “attorney-client” scenario with these same friends. As a former Brooklyn prosecutor, I have many former colleagues who now serve as in-house counsel to the various financial institutions my firm represents. These lawyers––with whom I bonded in my first years out of law school––are now my clients. These preexisting friendships between firm lawyers and their corporate clients are actually quite common in my field because many former prosecutors ultimately make the transition to securities litigation. In addition, given that these attorneys are usually in constant communication regarding their client’s legal matters, it is not unusual for new friendships to develop between outside attorneys and in-house counsel through the course of legal representation. When you combine this frequent professional interaction with the occasional dinners, sporting events, and other outings filed under the heading of “client entertainment,” close relationships often form—or, in the case of the preexisting relationships, continue to develop.

Maintaining a professional relationship with people you genuinely consider to be friends may seem like a win-win. Hopefully, the friendship will encourage open communication and discussion, which is essential to effective teamwork and productivity. In addition to the professional advantages, there are also social perks. Not only does each lawyer get to work in tandem with someone whom he or she presumably gets along with, but he or she  also gets to spend time with friends under the guise of “client relations and development.” Rather than a chore, work dinners and other client outings become a pleasure that both parties look forward to attending.

Still, with all the advantages that come with the “inside/outside” friendship, there are potential pitfalls. For outside counsel, there is the tendency to take advantage of the relationship and become less conscientious. For example, an outside lawyer might not strictly adhere to client protocol with regard to draft review deadlines or status updates, or she may allow the overall quality of her work product to decline because she is less concerned with pleasing her in-house friend. Conversely, the in-house lawyer may find it difficult to enforce quality control. That is, she may not be comfortable confronting her friend about sub-par work-product or general lackluster efforts. This can be especially challenging for attorneys who do not like confrontation or  who want to avoid insulting people close to them.

All this begs the question: How do we avoid these pitfalls? The first step is simply to be aware of the problem or, at least, the potential for the problem to exist. The second step is learning how to maintain the appropriate balance so the relationship can thrive rather than falter. Here are a few tips on how to achieve this balance.

Know When to Separate Your Professional and Social Relationships The most important thing to remember is to keep your professional and personal dealings separate—both inside and outside of work. For example, when communicating about a case, whether by email or by telephone, uphold a level of professionalism. Refrain from, for example, using nicknames or intertwining social chatter with the matter at hand as demonstrated in the these emails:

Email 1: “Sarah, I just wanted to confirm with you that, as we discussed yesterday, we have $100,000 in authority to settle this matter.”
NOT
Email 2: “What’s up SJ, I assume we are all good with 100k. Now, on to more fun things––what time we meeting for happy hour?”

I make my point a bit through exaggeration, but the point is still made. Certainly, there is no problem with sending social emails to your friend, but they should be sent separate and apart from emails regarding the case you are handling together. Keep business first, social time second.

Maintain Professionalism and Adhere to Your Duties as a Lawyer Don’t let your in-house pal’s laissez-faire attitude affect how you perform your job. Instead, always be on top of your game. Even if your in-house friend would permit you to miss internal deadlines, you should nonetheless turn over all work product in a timely fashion. In fact, rather than simply meeting your friend’s expectations, you should strive to exceed them. While it is tempting to take advantage of the friendship and shirk your responsibilities because you know you can “get away with it,” instead use the respect you have for your friend as an incentive to increase your diligence.

If you are an in-house lawyer, as soon as you see even a slight decline in the quality of work product or performance, immediately put your friend on notice. The biggest mistake you can make is to continually ignore the decline, as it is not only likely to continue, but to gradually get worse. Also, the conversation is much easier and less confrontational at the early stages of decline. For example, a comment can be sent by email and can be as simple as:

“Thank you for the draft. I just wanted to let you know that I saw a few more typos with this memo than the last one, so just be mindful. As always, I really appreciate your time and efforts!”

If this tactic is not successful, shift the focus to the outside attorney’s welfare and the opinion that “others” will have of her work product or work ethic. Tell your outside attorney that her reputation is on the line and if your superiors find out that she has been missing deadlines or displaying inattention to detail, it will end up harming her professionally.

Maintain Performance Reviews Set up annual or biannual performance reviews wherein the in-house counsel has the opportunity to express both her likes and dislikes about the way the outside firm overall is handling the cases. Chances are that the in-house lawyer works with more than one lawyer from the outside firm and thus will be able to comment generally on anything that needs improvement. (e.g., “We are finding too many typos in draft reviews” or “We are not being kept appraised of important deadlines.”) These scheduled reviews will allow in-house counsel to avoid the direct confrontation that so many find distasteful while at the same time provide an opportunity to remind outside counsel to maintain or improve the quality of his work.

Being a lawyer is a demanding job that often requires long hours and almost painstaking attention to detail. As a result, if given the opportunity by our in-house friends to “slack off,” it is easy to take that opportunity. Resist the urge! The friendships that exist among in-house and outside counsel can increase productivity and quality of work even as they make our jobs more enjoyable. As you walk the line between the friendship and the business relationship, use the above tips to avoid slipping, or worse, tumbling to the ground. When standing on the line, make sure you walk it straight and tall, while maintaining balance, so that you not only reach the end, but also reach it in the best possible manner and with optimum results for your client.

Keywords: woman advocate, litigation, in-house lawyer, outside lawyer, relationship, client