READING CONTRACTS AND AGREEMENTS COULD SAVE YOUR CAREER, BUSINESS AND . . . YOUR LIFE!

Contract 2

We begin the year on a legal note. I am doing this because over the Yuletide season, a friend shared with me a bad experience he had in the course of the year based on a contract he had entered into, a contract he never quite understood. As he narrated his ordeal (eventually an out-of-court settlement had to be brokered), I felt I would be a bad friend if I didn’t share with you all the dangers of signing a contract without first reading or understanding the terms of such a contract.

I know that many Nigerians do not take the pains to read or understand contracts or agreements. This behaviour goes all the way up to those who run the affairs of this country. Was it not last year in the thick of the Academic Staff Union of Universities’ strike that a highly-placed Nigerian came out to blame those who signed the agreement with ASUU for not understanding what they signed? I know that such a statement is debatable. He was either right or being mischievous. What is however clear is that it is critically important to understand agreements before signing them.

Now, let me issue a caveat: I am not a lawyer. Like a friend of mine would say, “I was not even beckoned, let alone called”.

But be that as it may, there are things that make sense. And it makes great sense to read a contract before putting pen to paper.

What I really do not understand is why a man would sign a document he does not understand and has not sought legal counsel on. I hear that a lot. “Oh, I didn’t read it at all.” Or, “I didn’t really understand it”. By simply signing the dotted lines indicated, many have made very grave mistakes. Especially in my country, Nigeria.

How do I say this? Never sign a contract you have neither read and understood nor have it explained to you by a lawyer. Any contract at all. That includes an employment contract!

That’s right. Many young graduates, having waited for so long to get a job, do not even bother to read the offer letter before they sign. Difficult times are what they are: difficult times. They should not rob us of our common sense. The reason I’m asking you to make sure you have read and understood every contract before you sign is that your not reading first can come back to haunt you!

Why should you read a contract document before you sign? Well, you should not for the following reasons:

1. ONCE A CONTRACT IS IN FORCE, IT GENERALLY CANNOT BE ALTERED UNLESS ALL THE PARTIES AGREE.

2. AND, WITH VERY FEW EXCEPTIONS, CONTRACTS CANNOT EASILY BE BROKEN.

3. WHEN A CONTRACT IS BREACHED AND RESULTS IN LITIGATION, IT CAN PUT A LOAD OF STRESS ON YOU

4. WHERE THERE IS NO LIABILITY LIMITATION, THE ENSUING CLAIMS AND DAMAGES THAT RESULT COULD CONSTITUTE A DRAIN ON YOUR RESOURCES

By the way, a contract may be broadly defined as a mutually binding and enforceable agreement between two or more parties to do – or not do – something. According to http://www.lawhandbook.org.au, a contract consist of four essential elements:

• There must be “offer and acceptance”

• There must be “intention to create legal relations”

• There must be “consideration”

• The parties must have “legal capacity” to enter into a contract.

On daily basis, there are several contracts we enter without even knowing or recognizing that we have entered into a contract. Signing a receipt after using you credit/debit card is an example. What that simply means is that the bank agrees to pay the vendor and you agree to pay the bank. For many of you that have ever bought an air ticket, how many of you can confidently say that you ever took out time to read the “Conditions of Carriage” attached to the ticket? Not even lawyers do that. Yet, that is a contract, nonetheless. Of course, I am also aware that many sign tenancy agreements without bothering to read them. We are just interested in the keys to the property so we can “move in”.

And oh, I must also not fail to mention that today, we also enter into contracts online when we click on the “I Agee” button. Very often, we do that when we open those free e-mail accounts (yahoo, g-mail, hotmail, etc.), open social network accounts (Facebook, Twitter, LinkedIn, etc.) or make purchases online. By clicking on the “I Agree” button, we are bound by the conditions of use of that service.

I know it is not easy reading a contract document. Typically, it contains so much of legalisms and leaves the non-lawyer confused. However, the website http://www.lawyers.com helps us with explanations of some legalisms you’ll most likely find in several contracts:

• Integration (or Entire Agreement) Clause. Basically, it means the contract is the complete agreement between you and the other person. What you sign is what you get, regardless off what you talked about before signing the contracts.

• Liability Limitation or Waiver. This may work a couple of ways. For one, it may protect either a seller or a buyer if he breaks or breaches the contract. The clause may specify a dollar (naira) amount the person owes the other if the contract isn’t honored. For instance, most employment contracts in Nigeria stipulate that one month’s salary in lieu of notice. That’s a liability limitation.

• Arbitration Clause. Generally, this means that if you and the other side have a disagreement about the contract, you both have to let a neutral third party – an arbitrator – try to settle matter before you may file a lawsuit.

• Force Majeure Clause. This is common in business contracts. It protects both sides from having to pay damages if either is unable to complete the contract because of an act of nature. For instance, if you agree to ship fresh produce to a buyer in another state but an earthquake makes the roads impassable, the buyer can’t hold you liable for damages for not delivering the produce.

• Assignment Clause. This is common in many contracts, such as leases, loans, and business contracts. The clause either bars (or lets) either side of the contract from transferring the contract to someone else.
So, as a rule, Jason Alderman in this article here helps us with what to do before we sign a contract:

• Ensure that everything you were promised verbally appears in writing.

• Make sure all blank spaces are filled in or crossed out before signing any documents –including the tip line on restaurant and hotel bills.

• Don’t be afraid to ask to take a contract home for more careful analysis or to get a second opinion. A lawyer or financial advisor can help.

• Don’t be pressured into signing anything. If salespeople try that tactic, walk away. (Be particularly wary at timeshare rental meetings.)

• Keep copies of every document you sign. This will be especially important for contested rental deposits, damaged merchandise, insurance claims, extended warranties, etc.

• Take along a “wingman” if you’re making an important decision like renting an apartment or buying a car to help ask questions and protect your interests.

• Be wary of “free trial” offers. Read all terms and conditions and pay particular attention to pre-checked boxes in online offers.

So, there you have it people. It’s a new year. And even though it sounds like straight out of a condom advert, be protected.

You can follow me on Twitter @ehissman.

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WELCOME TO 2015

Hi folks,

This is to say “Happy New Year” to you all.

I would also like to thank you you for always taking out time to visit this blog and read my write-up even though I have not been consistent.

I do hope to be able to take out time to share my thoughts on issues more frequently but would also appreciate your feedback when I do.

Before I log off, please permit me to share some thoughts on #Ebola. I know that many around the world are relieved that 2014 has finally gone. For most of 2014, the world came under the fear of #Ebola. By the time 2014 ended, over 7,300 had perished from #Ebola. Though the threat seems to have reduced a notch, until the scourge is completely eliminated, the world will always be under threat.

So, my appeal is simple. Let us not think that since 2014 is gone, @Ebola has gone with it: it hasn’t. We must, therefore, carry the fight against killer diseases like #Ebola and #HIV into 2015.

Let’s make it a Year 2015 to remember.

You can also follow me on Twitter @ehissman.

NIGERIA: AGAIN, CAUGHT NAPPING BY THE OIL PRICE SLUMP

I am not very happy at the moment and I just want to get this matter off my chest.

This is about Nigeria and its leaders who did nothing to prevent us from being caught up in the (previous and current) oil price cross-fire.

As you may or may not know, the international price of crude oil had been on a steady decline since June 2014. This Wednesday, December 3, 2014, it touched roughly $70 per barrel. For anyone who has followed the energy market since 2011 when US energy firms announced substantial progress in shale fracking, this current oil price regime should not have come as a surprise. But for many Nigerians, including those in authority and those saddled with the responsibility of managing the economy, we are sounding bemused.

If not for anything, it should be clear to anyone with a sense of economics that commodity prices fluctuate. Crude is a commodity. Therefore, oil prices are no exception to this rule.
It does in fact seem that in Nigeria, we make deliberate effort not to learn from history. Truly, if we did, we would have known that these days of plummeting oil prices would come and we would, therefore, have taken serious measures to cushion the economy from the impact of a southward oil price trajectory. Just about six years ago, we experienced the same sharp drop in crude prices when the average price of crude oil dropped from an all-time high of about $140 per barrel to about $40 per barrel. That was in 2008 during the then Global Meltdown.

The Nigerian economy being a monocultural one that is largely dependent on crude is always going to be at risk. The risks include:
• A risk of fall in production
• A risk of fall in demand
• A risk of fall in price
• A risk of run-out of reserves
In the last few years, we have managed to add another home-grown kind of risk: the risk of theft of crude which in turns leads, not a fall in production, but of revenue.

What beats me in all these is that in the last 30 years or so, political leaders have mouthed the rhetoric about diversifying the Nigerian economy. We all know the drill. Every year or quarter or whatever other period that suits us, our “experts” gather at symposia or workshops or some other fancy gathering to restate the need to diversify the economy. Government functionaries or public servants attending such events tell us that all the right things would be done. Then we go back home and do nothing serious for the economy.

Yet with all the conferences, workshops, seminars or symposia, the economy has remained dependent on oil. So dependent are we on oil that the bases used every year for budget preparation are the price of crude oil and the volume of crude produced per day. The inference to be drawn here is that we can have all the conferences and workshops in the world but if there are no definite actions by political leaders to steer the economy away from exposures, we haven’t done anything. This is a challenge that requires a sustained strategy to deliberately stimulate the other sectors of the economy.

However, more often than not, the reactions of our economic handlers to oil price fluctuations have been reactive rather than proactive. Why? It is simply because we never plan or prepare. It is either there is no depth of thought or there is no will from the leadership or both.
When the oil price hit $76 per barrel about two weeks ago, the official reaction was that the budget benchmark would be reviewed to about $73 per barrel. After the oil price moved to about $70, I heard talk of the budget benchmark being further reviewed to about $65. With the benefit of hindsight, we could have saved a lot of money for this rainy day. But we didn’t. Attempting to peg budget benchmark at $65 would still be too risky considering this report. I would personally recommend a $35 per barrel. If there is any excess over that figure, it could be saved and used to grow the other sectors like power and manufacturing.
This is 2014. Next year will be 2015, an election year. In a nation where leaders and those aspiring to lead are held accountable, we would be grilling political aspirants on what they would do to fix the oil- and import-dependent economy. In the murky waters of Nigerian politics, however, this would not be so. Rather, the build-up to 2015 (as has been seen) will be dominated by mud-slinging, religion and (aha!) Boko Haram. Sadly, the economy will assume a backseat.

In the meantime, with the market already being up-ended by the oil price bloodbath (it is a bloodbath, as you can see from here), we should have outlined very clear steps to cut down on the cost of governance. So far, nothing concrete has been said about that. One or two ministers have called for belt-tightening measures. Interestingly, this has come from two female ministers who I do not think use belts judging from their dress code at public functions.

Like I have been told this is Nigeria where, according to the old French proverb, “the more things change, the more things remain the same”.

You can follow this writer on Twitter @ehissman.

Listen Up, Business Owners – Here’s How To Make Your Employees Productive

I love my job

In the last couple of weeks, I have received several complaints from several entrepreneurs bordering on employee productivity. Many have been full of lamentations. Most of them were very specific. They claimed that many employees are:

  • Lazy
  • Tardy
  • Lack initiative
  • Do not show sufficient commitment to their employers
  • Are unproductive.

This sounds almost like straight out of that Douglas McGregor’s book, The Human Side of Enterprise, where he wrote his famous Theory X and Theory Y article.

One even told me that I was lucky to always have a wonderful set of employees around me.

Well, I admit that I have had tremendous cooperation from a lot of the teams I have worked with over the last 15 years. But raising the right kind of team is a tough job for any entrepreneur or supervisor. I have been an employee and I have also been an employer also. I have worked with very great subordinates and I have I also encountered loafers in the workplace. So, I know what my friends feel.

It is not at all surprising that the complaints that I have received are mostly from small business owners. Most large and structured organizations seem to have successfully devised measures to keep these complaints at a minimum.

So, here’s my list of some key areas that small business owners should focus on to save themselves from curse of poor employee performance.

  1. Get Your Staffing Right – That’s The Foundation: This is all so obvious. However, it is usually overlooked by many business owners. Maybe not deliberately. The rule is that if you do not get the right person to fit the right role, you are in for a very frustrating experience. To get this right, you will need to have an effective recruitment process in place. Not many small businesses have processes in place. Not many can afford to. Not many small business owners even understand that selection, recruitment and placement are specialist functions. So, every business owner thus thinks he can decide on whom to recruit.  Now, if your business is too small to have a specialist HR function, there are two things you can do. You can undertake a 3-day course on HR Selection, Recruitment and Selection or you can ask a consultant for help.
  2. Set and Communicate Clear Goals: I have found out that many employers ask employees to assume roles without a clear set of deliverables from the roles and without communicating the expectations. Employees are more likely to perform better when they have a clear idea of what is expected of them. That’s the whole essence of a Job Description. Beyond the job description, however, it is important for an employer to continuously talk to his employees.
  3. Provide Appropriate Work Tools: It breaks my heart when I see or hear employers complain that an employee is unproductive only to find out that the employee has not been provided with the appropriate tool or equipment required for the job. There is nothing an employee finds more frustrating than not having the he tools or equipment to do their job well. What is required could be a chair, a table, a computer or some personal protective equipment. And dear Sir, the employee does not have to pay for the tools he needs to work for you! I was aghast when someone mentioned a particular organisation that gives employees laptops to be able to do the jobs they were employed to do and deducts the cost of the laptops from the employees’ pay!
  4. Train, Coach and Mentor: Quite often, I hear employers telling nearly-recruited employees that they must “hit the ground running”. My take on this is that even when you expect a top-level employee to “hit the ground running”, you must give him the right “coordinates”.  Part of the process of giving the right “coordinates” is the induction or on-boarding process. Many will require some structured trainings before they settle fully into their roles while other will require some “hand-holding” for a while. The message is that you must invest in your people and provide coaching and mentoring for most productive outputs.
  5. Monitor Performance and Provide Feedback: Every employer should have a performance management and feedback system that lets employees know how well or badly they are performing. It is equally important for the feedback to be specific about what they are doing or not doing well. Such appraisal must be objective, constructive and timely.
  6. Reward Your Employees: Rewarding your employees can be a great motivation factor. Truth is, everyone likes to be appreciated. When you do reward people excellence, chances are that they will keep striving for excellence. Rewards often take several forms. Know which is appropriate and commensurate with the effort and apply it.
  7. Pay Your Employees Adequately: I was going to lump this up with the last point but thought to treat it distinctly because of its importance. Many years ago, while still doing my mandatory national service, I came across an advert that read: “Any company that pay’s peanuts will end up with monkeys”. That is so very correct. Many business owners pay their employees very poorly but live very loud lifestyles. Your employees are not dumb. Believe me, they know when the business is going through a rough patch and when business is good. Sometimes, the pay in some organizations is just not up to scratch. Compensate them well. You can have 3 well-paid and motivated employees instead of 10 poorly-paid and consequently unproductive employees!
  8. Lead By Example: The work ethics of an employer or a supervisor will eventually rub-off on the employee or subordinate.  A disciplined employer who works hard is always a great motivating force for his team. Many on his team would begin to mirror him. The reverse is also the case.
  9. Engage Your Employees: It is always very important to continually engage your employees and to communicate with them. Where appropriate, it would be proper to consult them, share the company’s goals and successes with them and make them have a sense of belonging.
  10. “Loose Him and Let Him Go”: Most employers I know hire to retain. It is hardly ever the intention of a rational employer to hire someone just to fire him. Sometimes, however, it does not work out and at such times, an employer requires courage to cut such an employee loose for the sake of workplace harmony or peace of mind. No employer should have any qualms firing an unproductive employee who has been given all that he requires for the job. And once the decision is made, it must be executed without delay.

So, over to you.

You can follow this writer on Twitter @ehissman

#EbolaGate: The Handshake as a Threatened Symbol

handshake 1

ebola greeting

It seems that all of a sudden, the handshake is about to disappear. Thanks, but no thanks, to Ebola Virus Disease that is currently ravaging many parts of West Africa.

In order to avoid any form of contact and avoid contracting the deadly virus, many Nigerians are now shying away from shaking hands. Even some who still summon the courage to shake hands with others soon after resort to washing or sanitizing their hands.  

In fact, not long after an Ebola-related death was recorded in Nigeria, some new forms of greetings known as “Ebola Greeting” emerged among the ever-creative Nigerian social media users. While some of those greetings are quite hilarious, the message is simple: be safe.

But before #EbolaGate, the handshake was “the perfect non-verbal communicative contrivance” (See link here). According to Joshua Rapp Learn, “The handshake is one of the highest forms of symbolic currency with the power to unite, divide, seal deals, and broker peace.” In his article published here, Joshua Learn further describes it as “a ‘universal norm of reciprocity’” whose “rejection sends a powerful message.”

 

The handshake is, according to some sources, said to have originated in medieval times with the etiquette of knights. However, other sources say it appeared later in the courts of British nobles in colonial times. (The reader can click here and here for further readings on this).  Again some say that the handshake originated in war. There rationale is that in order to demonstrate that the intention is peaceful and that the hand does not bear any weapons, the handshake was adopted as the gesture. Today, athletes (including boxers and wrestlers) often shake hands before and after the match to show that they bear no ill will towards each other. Political gladiators also do this, usually after elections, to demonstrate that they have forgotten the bitterness displayed during the election campaign. (I’m really not sure whether this applies to Nigerian politicians. Someone please confirm for me whether Ogbeni Aregbesola and Senator Omisore have shaken hands).

Another school believes that this custom did not originate in wars but in marriages and was then carried over to war situations. 

Well, irrespective of how or where it originated from, the handshake over time became a symbol of friendship, commitment, agreement and peace. In spite of this, the handshake had at some time in the past been criticized as a possible mode of disease transfer. For instance, during the London 2012 Olympics, the Head Doctor at the British Olympic Association, Dr Ian McCurdie, reportedly warned athletes against shaking hands with their rivals. His reasons? In plain language, athletes could pick up sicknesses which could affect their performance.

Today, even though there has been no official warnings against handshakes in Nigeria (the refrain has been to wash the hands or use a hand sanitizer), many are already finding the handshake a clumsy proposition. It is a custom, symbol or gesture many young Nigerians would rather do without.

How the dramas over handshakes play out in the days ahead depend on how soon the Ebola epidemic is contained.

And The “Jeep” Disappointed Him

I love my country men and women. That’s because in their thoughts and actions, they never cease to amaze me.

It just seems that we are wired to think in a way that does not really solve our basic societal problems but to give us the “cool” feeling that we have been able to ensure that at least it no longer affects us.

Why, for instance, do we think that the solution to bad roads is to drive “jeeps”? And just in case you are unfamiliar with Nigerian lingo, a “jeep” is the Nigerian word for four-wheel-drive vehicle (an SUV). In the warped reasoning of the Nigerian elite, if roads are bad (even if it’s his neighbourhood road), he has no business calling for collaborative efforts from his neighbours to fix it, reporting the matter to the relevant government agency to take action or insisting that the government lives up to its responsibility. No!

He sees only in one shade, the I-pass-my-neighbour shade. For as long as we can show off to our neighbours, we are good. That’s part of the reason why many will not join in a communal effort to fix a neighbourhood road or be part of the call for government to do what is right. Such Nigerians think, “afterall, I have a ‘jeep’ that can adapt to difficult terrains.” This partly explains the large number of four-wheel-drive vehicles or SUV’s on Nigerian roads. It seems a lot easier to buy a “jeep” than worry about the roads.

But such thinking is delusional because bad roads also affect “jeeps” as we shall see from the following story.

In the neighbourhood where I live, the roads have just been passable. When a portion of the road broke down about a year ago, it was the management of the school in the estate that took it upon itself to fix it. Other neighbours, including some ‘Big Men’ (former-this and ex-that, movers and shakers in both religious and political circles), felt it didn’t concern them.

We woke up one Saturday morning in May 2014 to see workmen milling around the estate. What was going on? It turned out that the contracts for up-grading the roads to and in the estate had been awarded and the contractor had just mobilized to site. That was the beginning of our ordeal.

There’s no need to go into details as to how we were assured that the project would take only two weeks. This is August and they haven’t even finished digging the drains.

To cut a long story short, as they dug the drains, they heaped the sand right in the middle of the roads. Those of us with smaller cars could no longer drive into the estate: we had to look for where to park outside. For the “Big Men” in the estate, however, they continued to climb the heap of sand and drive right into their homes with their “jeeps”. No collective attempt was made to tell the contractor to at least factor the convenience of residents into the construction project.

Then it happened!

One “Big Man” who owns a chain of exotic “jeeps” was driving home one night and veered off the slippery and sinking sand and right into the dug-out drain. The head of the vehicle lay prostrate leaving the back right up in the air on the road. Trust Nigerians, the next “Big Man” driving out in his “jeep” the next morning expertly maneuvered his vehicle to the free side of the road and drove on. Like we say in Nigeria, “no shaking”.

But there was “shaking”. The workers resumed in the morning and as if by a grand conspiracy, dug out the other side of the road. Effectively, every vehicle was hemmed in (or out, as the case may be).

It’s been one week now since that incident. The “jeep” is still praying in the ditch. The workmen still come and pretend to be digging. The road is still messy. It still rains heavily. Residents still struggle for space to park their vehicles outside of the estate and then walk the heap of sand into their homes. The “contractor” is still faceless. The problem is still unresolved.

But we carry on, nonetheless.