By Rich Bedell
General Counsel, Greenhorne & O’Mara, Inc. and
Adjunct Assistant Professor, University of Maryland University College, Graduate School of Management & Technology
Who is Montgomery Scott? How about Geordie La Forge, B’Elanna Tores, or Trip Tucker? Every engineer I know secretly wishes he or she could have their job. Getting close requires a lot of hard work, professional experience, dedication, and training. Formal training includes formal engineering programs that require specific engineering classes to successfully complete whichever engineering program chosen. Those programs also include various electives to help round out that young potential promising engineer. English literature, history of the western world, romantic arts, and even pottery making are known electives. Some of the more progressive schools offer Contracting 101. When I was in school, oh so long ago, I heard classmates complain that all they wanted to do was design and/or operate. The mechanics of contracting could easily be left to others. Oh how wrong they were.
By now you realize that I was talking about Star Trek, STNG, Voyager, and Enterprise. Each of them have had dealings with a race called the Ferengi. Ferengi have a mercantile obsession with profit and trade. Think about that. Without profit and trade our current society would fall into the dark ages and there would be no need for engineering or the sciences. Ferengi have what are commonly known as the Ferengi Rules of Acquisition. There are hundreds of rules. Do a Google search for yourself and you will find that many of them actually apply.
For example consider the following rules:
#138 – Law makes everyone equal, but justice goes to the highest bidder. We all know that is true.
I couldn’t resist showing that one first but consider the top ten (10).
1) Once you have their money, never give it back.*
2) You can’t cheat an honest customer, but it never hurts to try.
3) Never buy anything for more than is absolutely necessary.*
4) Sex and profit are the two things that never last long enough.
5) If you can’t break a contract, bend it.
6) Never let family stand in the way of opportunity.*
7) Always keep your ears open.*
8) Keep count of your change.
9) Instinct plus opportunity equals profit.*
10) A dead customer can’t buy as much as a live one. Never kill a customer unless the profit you make off his death is larger than the profit you can make off his life.
Yes very funny, but consider Contracting 101 in relation to the above Top 10:
1. It is so important and difficult to collect from the client that you don’t want to do anything foolish that would require you to have to give it back. Think indemnification clauses in a contract where you indemnify for anything arising out of the performance of your services. Insurance doesn’t cover that. Insurance covers for the negligent performance of services.
2. How often have you found that the engineer is being cheated? If the engineer allows himself or herself to be cheated it is their own fault. Think about the fiduciary obligations owed.
3. Think competitive bidding and the contracting procedures associated with that.
4. Well that goes without saying.
5. How often have you found terms in a contract that allow termination for convenience?
6. How often have you been told to use a particular subconsultant only to find out that the subconsultant has some sort of relationship with the client?
By now I hope you get the idea…Some of the morals are questionable, but how true an application to Contracting 101!