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Deal Mediation: How ADR techniques can help achieve durable agreements in the Global Markets
ABSTRACT
The globalized markets are bringing together, as participants in international commercial negotiations, individuals (often including public sector officials) who would have had little to do with each other in an earlier era of mostly domestic transactions. In order to negotiate successful international contracts, the participticipants need to transcend national and cultural boundaries in order to forge collaborative relationships.
To succeed and endure in a business climate which can change suddenly and radically, collaborative international relationships must be synthesized (designed, structured and implemented) in a conceptually different way from conventional agreements. Instead of relying primarily on the enforceability of contractual rights, the parties must seek to achieve an overriding mutuality of purpose.
Hitherto limited to the resolution of disputes and conflicts, ADR techniques can be used to build the collaborative relationships which yield durable agreements in international commerce.
"Deal Mediation" is a new, potentially powerful tool for lawyers who negotiate global deals and for others who seek wise and fair agreements in complex environments. It has as much to do with issues of culture, values, trust and adaptability as it has to do with law and contract. It underscores the need for promoting a new legal specialist: the deal mediator, an experienced lawyer who can help the parties to international negotiations synthesize relationships which will stand the test of time.
Business globalization is causing more and more companies to engage in cross-border transactions. Individuals (including public officials) who would have had no occasion to meet in an earlier era of mostly domestic business now sit across from each other at multi-party international negotiations. Corporations are discovering that durable agreements require collaborative relationships, which are difficult and sometimes impossible to achieve in a cross-cultural environment. This is especially the case if the parties are unwilling (as they often are) to disclose their strategic aims or other concerns in face-to-face encounters.
Questioning the conventional wisdom of limiting Alternative Dispute Resolution (ADR) to dispute resolution, this paper highlights how a new lawyer-professional, the "deal mediator," can be fruitfully engaged in international commercial negotiations. In deal mediation, lawyers experienced in the negotiation of major international commercial transactions, utilize ADR techniques "up-front" -- at the outset of a negotiation rather than simply at the dispute stage. The idea is to turn stranger-negotiators who often come from radically different national and cultural backgrounds into effective collaborators with shared purpose so that they can more easily develop a mutually beneficial project agreement.
ADR is continuing to win acceptance around the world among lawyers and their clients as a speedy, inexpensive and efficient method of resolving disputes. The use of a neutral facilitator to help the parties recognize their interests and devise options for mutual gain has not only spared disputants long, acrimonious battles in arbitral panels or courts, it has also made possible the continuing business relationships of the parties. ADR works well to resolve many if not most commercial disputes, which would otherwise have gone to arbitration or the courts for decision. The same techniques, we believe, can work equally well to make global deals -- especially those which have complicated issues and more than two parties.
As with ADR, deal mediation can lead to fair and wise outcomes. By helping business participants to synthesize (design, structure and implement) long-term collaborative relationships and by identifying areas of potential conflict at an early stage, a skilled deal mediator can facilitate the attainment of real consensus and better equip the parties to resolve disputes if and when they arise.
If deal mediation can, as we postulate, reduce the risk of stalemate in negotiations, anticipate conflict, forestall disputes and hence lead the parties to sounder contract arrangements, there is good reason to recognize and promote a new legal specialist -- the deal mediator.
Typically, a deal mediator will be a commercial lawyer with years of experience in representing parties to international negotiations. Beyond active listening skills, dispassionate judgment and a deep reservoir of patience, he or she will be able to gauge whether the parties have realistic expectations of each other and to guide them to jointly assess and cope with their mutual business risks. A successful deal mediator can thereby help the parties achieve an enduring collaborative relationship.
Deal mediation, like ADR, is based on the four basic principles of "win-win" negotiation (see Fisher and Ury 1996):
- separate the people from the problem;
- focus on interests, not positions;
- invent options for mutual gain; and
- use objective criteria.
In much of international commerce, the cultural dimension is large and inescapable. For example, societies hold varying attitudes toward law; some are far less rule-oriented than others. The interpretation and application of similar legal rules can also vary widely among the countries of the parties to the negotiations. And of course the human factor is always important in shaping the conduct of negotiations, affecting, for example, how the nationals of different countries perceive each other, taking into account such elements as ethnicity, language, religion, education, age, gender and profession.
CASE 1: AN INTERNATIONAL JOINT VENTURE
Two companies, one Canadian and the other Japanese, were contemplating a joint venture to invest in a third country, New Zealand. The purpose of the venture was to manufacture value-added products for export to Asian markets. New Zealand was chosen for the investment because it offered internationally-competitive production inputs of raw materials, energy, labour and infrastructure as well as the opportunity of acquiring existing manufacturing facilities.
Over a period of several months, representatives of the two companies had travelled back and forth between Canada and Japan to negotiate all of the issues that needed to be agreed for their joint venture. They had completed a feasibility study into the project; they had agreed on the price to be paid to acquire the manufacturing facilities; they had agreed on the price to be paid for raw materials; they had completed their marketing studies; and they had decided how the project would be financed and managed. The Canadian company was to manage the project. The only issue remaining was the procedure by which the environmental risk of the project would be managed.
Notwithstanding the apparently successful conclusion of the negotiations by the parties, the Japanese negotiating team continued to insist that further time was needed to study the project. Increasingly, the patience of the Canadian negotiators began to wear thin. They decided to send a top-level team, including their senior directors, to Tokyo to bring pressure to bear on their would-be Japanese partner. To their dismay, they encountered a wall of hostility from the Japanese negotiating team.
Realising that the negotiations were about to break down and fearing that its reputation may be damaged in the eyes of the Canadian company, the Japanese company proposed to its Canadian counterpart to urgently invite a neutral lawyer from New Zealand to advise both parties on the environmental risk. By this time, the Canadian negotiators were becoming suspicious of the motives of the Japanese negotiators and feared that their would-be Japanese partner intended to sabotage the project. Reluctantly, the Canadian company agreed reluctantly because all of the legal issues had been settled and it believed that the intervention of a neutral lawyer carried the risk that further issues would be identified which would allow the Japanese company to stall the negotiations even further.
The lawyer was introduced to the parties in a joint session. A day was spent reviewing, for the benefit of the lawyer, all of the issues which had been discussed and where solutions had been proposed and agreed. At the end of the day, the Canadian negotiating team proposed that the meeting should resume early the next morning. The Japanese team agreed and invited the Canadian team to dinner. The lawyer then asked the Canadian negotiators if he could spend a little time with the Japanese team before the dinner. Their response was "You can do anything you like, as long as it will get this project started."
The lawyer then met with the Japanese negotiating team. A conversation ensued to the following effect:
| Lawyer: | "Do you want this project not to go ahead?" |
| Japanese team leader: | "No, it is a good project." |
| Lawyer: | "Is this Canadian company a good partner for you?" |
| Japanese team leader: | "Yes, we are very happy with them as a partner." |
| Lawyer: | "Is there anything wrong with what you have negotiated so far?" |
| Japanese team leader: | "No, there is nothing wrong." |
| Lawyer: | "Why do you want to study the project further?" |
| Japanese team leader: | "We are not ready yet." |
| Lawyer: | "Why aren't you ready?" |
| Japanese team leader: | "It is an internal matter we can't tell the Canadian party." |
| Lawyer: | "What type of internal matter?" |
| Japanese team leader: | "We have to get all departments in our company to approve before we go into a big project like this and our finance department will not agree." |
| Lawyer: | "But you told me that your President has already shaken hands with their President?" |
| Japanese team leader: | "Yes, but we still have to get all departments to approve." |
| Lawyer: | "But do you really want to proceed with this project?" |
| Japanese team leader: | "Yes, yes. We want to proceed but we can't." |
| Lawyer: | "So, this is just an internal matter?" |
| Japanese team leader: | "Yes, yes. That is it." |
| Lawyer: | "Well, I do not wish to intrude but can I help you with your internal matter?" |
| Japanese team leader: | "No, there is nothing you can do. It is our problem." |
| Lawyer: | "So let us all be clear about this: you really want to go ahead but you can't because of this internal matter?" |
| Japanese team leader: | "Yes." |
| Lawyer: | "Would it help if I offered to conduct the negotiations on behalf of your company? Then you could tell your finance department that you have no alternative but to proceed?" |
| Japanese team leader: | "Oh, could you really help us like that?" |
| Lawyer: | "I will try to help you if you want me to do so. At tonight's dinner I will tell the Canadian company that I have discovered some issues which I need to discuss separately with you and ask them to defer the meeting for two hours." |
At dinner, the Canadian company reluctantly agreed to the deferment.
At the separate meeting the following morning, it became clear to the lawyer that the people in the Japanese negotiating team were caught in what many Westerners call a "Catch 22" situation. The Japanese negotiators were as keen as their Canadian counterparts to proceed but their finance department was strongly opposed to financial commitments which had not been authorised in the annual budget. The finance department was also opposed to open-ended environmental obligations. Provision could be made for the necessary outlays in the next financial year but it would have been a serious violation of company discipline to enter into a financial commitment before the end of the year. It would have been an even worse violation of company discipline for the Japanese negotiators to have blamed their own finance department for causing this problem.
By seeking to force the Japanese team to capitulate, the Canadian negotiators were unwittingly threatening "group harmony" within the Japanese company and jeopardising an important deal.
The negotiating teams then reconvened. The mediator proposed inserting in the joint venture agreement a simple provision specifying that the financial obligations of the parties would not arise until the first day of the ensuing financial year. He also suggested the idea of a financial cap on the liability of the Japanese company for environmental obligations. As the new financial year was only two months away, the Canadian company readily agreed, revealing they would not be ready themselves until then. They were also happy with a cap on liability as they were confident the environmental risks were manageable.
Thus a deal-breaking impasse was readily overcome the source of the embarrassment of the Japanese negotiating team was never revealed to the Canadian company and the Japanese company was able to preserve its long-held belief in itself as a company of honour. Both companies were able to maintain goodwill towards each other and this became an ingredient in their on-going relationship.
The lesson which this relatively straightforward case throws up for others is that, in negotiating cross-cultural relationships, it is not just the substance of the deal that is important, it is sometimes also the way in which the negotiations are handled. When Western companies deal with Japanese companies, the human factor becomes a vital ingredient in what is done. One way for the Canadian company of overcoming this difficulty would be to become expert in Japanese negotiating techniques and Japanese business culture. But that might have taken years. Another way was to engage a neutral lawyer as a deal mediator.
The mediator's simple technique of asking confidential questions and ascertaining the real problems of the party, a well-established ADR technique, was immediately successful in overcoming the stalemate in this multi-million dollar international joint venture negotiation.
The Canadian company still does not know, to this day, what problem the Japanese company had but there is no reason for them ever to know. And, if a future deadlock arises, even if the original deal mediator is no longer available, another mediator could possibly be brought in.
Postscript As it happened, the formal joint venture agreement between the two companies had been drawn up by the Canadian company without any provision for the breaking of deadlocks. The deal mediator queried with the Japanese company whether, in view of the stalemate which had already been encountered, there might be a risk of other stalemates arising concerning the financing and managing of the joint venture. The Japanese company confided to the mediator that, because the Canadian company had shown itself to be so considerate during the negotiations, they were confident that they would have no difficulty working with them and they were very happy to leave the agreement exactly as it was they would never have occasion to need a deadlock-breaking mechanism.
In multi-party international negotiations, such as those involving projects for the private provision of infrastructure, there may be an unequal understanding of the rules of the game. This is often the case when developing country officials are participating in such projects for the first time. Differing perceptions of the rules are exacerbated by the cultural differences cited above. Added to these factors are the time constraints and home office pressures of foreign parties and the demands of competing constituencies of the host government. With all these constraints, it is perhaps surprising that any private infrastructure deals actually proceed to a successful conclusion. Even more remarkable may be the fact that some of them survive cross-cultural misunderstandings or misperceptions of interest and risk. What seems clear is that they entail unpredictable negotiations with a high failure rate.
Frustration, and often anger, results from the pressurized climate of multi-party project negotiations. When this happens, deal mediation can provide, through the process of individual caucus, a safe environment for the parties to vent their emotions. Furthermore, the deal mediator, acting as facilitator and process manager, is in a position to assure a fair negotiating environment. Parties wishing to employ "dirty tricks" will have a more difficult time in the managed process of deal mediation.
As in the case of dispute mediation, the deal mediator must earn at the outset the trust and confidence of all the parties. While the two case studies presented in this paper show that deal mediation can be initiated by a single party, that scenario is not ideal. A deal mediator in such a case will often encounter skepticism and even hostility from a party who resents the intrusion of an outsider. A more promising approach is for the parties to agree at the outset to invite a lawyer acceptable to all the parties to serve as deal mediator.
In deal mediation, as in ADR, the mediator can help the parties focus on their interests and the interests of the other parties instead of locking themselves into rigid positions. Looking to workable and unambiguous solutions, the deal mediator can help the parties devise options that will satisfy each of their special concerns. In a BOT project, for example, this would entail determining what is the most realistic way of sharing risk among the parties. Finally, the deal mediator can, like his or her ADR counterpart, suggest the most realistic and objective criteria to serve as performance benchmarks and to provide a basis for tolerable price adjustments which will stand the test of time.
The deal mediator should be able to help the parties better appreciate the delicate balance of risk-sharing which lies at the base of complex, highly interdependent and collaborative commercial relationships. As an intermediary, he or she should be able to serve as an interface between the different cultural and legal systems, appreciating the time and constituency constraints of each of the parties and credibly making the other parties aware of those constraints. Deal mediators, like dispute mediators, are neutral, but they are not indifferent to the concerns of the parties.
CASE 2: A BOT POWER PROJECT
A major power generation project was planned for a former command economy.
The host country, through the exploration arm of its Ministry of Petroleum, had discovered vast reserves of gas within its borders. A foreign, private-sector electricity utility recommended to the host government that the country should exploit its newly-found resources as a fuel source for a new power station.
Because the host country lacked capital and had no prior experience in gas-fired power generation, a build, operate and transfer (BOT) scheme was proposed. The concept was that a foreign consortium would be formed to develop the whole project utilising entirely foreign capital, with project finance being provided by a group of international banks. In return, the foreign consortium was to be given operational rights until all of its capital plus an agreed-upon return were recovered, after which ownership of the project would revert to the host government and the power station would become part of the country's essential infrastructure. In concept, the BOT idea was reasonably straightforward and was very appealing to the host government.
By contrast, the negotiations became complex because of the multiplicity of parties involved. The host government was represented by officials from its finance, petroleum and power ministries. The foreign consortium included the electricity utility, a construction company, plant supplier, equity investors and banks each party represented by its lawyers. A requirement of most private power projects is that there is a market in which the participants can manage or hedge the risks they undertake. Each participant can therefore manage its risks in relation to the others by contractual means by allocating the legal responsibilities to those who can be persuaded to shoulder the commercial risks. A key requirement of this particular project was its "bankability" and this requirement provided the fulcrum around which the negotiations revolved. However, because the host country's economy was still heavily regulated, the real capacity of all of the parties to discharge the obligations they were expected to undertake was unclear.
Before long, the negotiations reached a stalemate. To begin with, the finance ministry officials were adamant that there must be a free-of-charge transfer of the power plant after ten years and they would not countenance any extension. For their part, the petroleum ministry officials were insisting that the ministry must receive full market value for all gas used by the project.
For its part, the foreign consortium was insistent that, if the project was to be bankable, the government must guarantee an uninterrupted supply of gas to the project and must agree to pay liquidated damages for any shortfall in fuel supply a potential liability which would have been beyond the government's financial capacity. Officials from the finance ministry were strongly opposed to this. The consortium was also insistent that, the plant must be able to sell its electricity output at a price twice the level of the tariff presently being levied on local consumers. Officials from the power ministry were strongly opposed to this. Because the banks were being asked to provide project finance (that is, they were expected to look to the project to cover their financial risk without recourse to the equity investors), the banks were openly voicing their concern about the project's feasibility. It seemed that the banks had been invited to join the negotiations before the essential parameters of the deal had been settled. They were now unwittingly exacerbating the tensions between the government and the foreign consortium by actively backing the consortium's demands.
Because they were receiving conflicting signals from the three government ministries, the foreign negotiators were responding by questioning the authority of the officials for advancing particular points of view. Rather than trying to understand and address the opposing arguments on their merits, the foreign negotiators attacked the credibility of their government counterparts in order to correct what they believed to be mistaken positions. They also went above the heads of the officials by seeking meetings at ministerial level to argue their case. Although sometimes this can be a successful tactic in negotiations, it backfired on the attackers and caused ill-will. The meetings had also become a logistical nightmare with never less than 20 people in attendance, with frequent changes in representation and with very drawn-out discussions.
After months of effort and expense, these multi-party negotiations had reached a stalemate. As it stood, the project was no longer financeable. None of the parties felt they could trust each other any longer and the foreign parties were convinced that the government negotiators lacked negotiating authority and were unable to coordinate with each other.
Then, one of the bankers proposed that the parties should bring in an intermediary in a last-ditch attempt to break the negotiating stalemate. The banker knew a lawyer with extensive experience in putting together major international projects who had worked in countries with different cultural traditions, different legal systems and different ways of doing business. The lawyer also had some ADR experience, having mediated large-scale contract disputes. The lawyer was recommended by the banker because he was considered to be cross-culturally sensitive and ethical. If such a person could win the confidence and trust of all of the parties, he could possibly mediate a bankable deal.
The government and other parties agreed to the banker's proposal. The lawyer was then brought in to meet the parties and their legal representatives, initially together and subsequently in separate sessions, before he was formally engaged to serve the negotiations as a deal mediator. In this capacity, he was to represent all of the parties, for a fee to be borne by all of them, and was given an unequivocal mandate from the parties on the condition that it could be withdrawn if any party lost confidence in him.
The lawyer, realising that the credibility of the government negotiating team was in serious doubt in the eyes of the foreign negotiating teams, asked for his appointment by the government side to be endorsed by the Prime Minister. This endorsement was given and quickly served to reassure the foreign negotiators of the genuine desire of the government that the project should go ahead. It also successfully blocked further possible attempts by the foreign negotiators to "appeal to higher authority".
The lawyer then joined in the negotiating sessions of the parties and their lawyers, listening intently whilst familiarising himself with the draft documents. After obtaining sufficient information, getting a better feel for the project and developing an appreciation of the position of each of the parties, he assumed a facilitator role in the negotiations, helping the parties to clarify the outstanding issues, to evaluate the risks and to better understand each other's position. This was accomplished to some degree in open group meetings, but even more in caucus sessions, similar to a typical ADR mediation case.
Because the lawyer had previously represented public and private sector parties in other major projects, he had the credibility to explain the rules of the game to the satisfaction of those members of the negotiating teams who were going through the experience for the first time. He asked representatives of all parties who were not essential for the main negotiations (often this included the bankers) to remain on the sidelines until they were called for by the team leaders. During the caucus sessions, conflicting and sometimes contradictory points were often advanced by various government officials but these were resolved by the mediator in the caucus sessions and without any disruption to the progress of the open meetings.
Using his ADR skills, the deal mediator assisted the officials of the three ministries to develop a consensus on a "whole of government" position. He also progressively built up the confidence and trust of all parties. By getting the parties talking realistically again, the stalemate was broken and issues were systematically resolved. Eventually a final agreement was brokered which was satisfactory to all parties. In the final agreement, for example:
the government agreed to extend the 10-year time limit for transfer of the assets to make the operating period concurrent with the time of actual availability of gas to the power station this gave the developer additional operating time to sell power to make up for any production interruptions caused by unavailability of gas.
the foreign utility lowered its asking price for electricity in return for the government agreeing to supply gas at its actual cost of production and delivery any future increases in the gas price were then tied to the electricity price this not only underpinned the ability of the project to service its debt repayments to the banks but enabled both the government and the developer to share on a pre-agreed basis in the increased profits which would come as the economy grew and consumers became able to afford market-based rates for their electricity.
Because of the intermediation of the selected neutral lawyer, the parties were able to develop more realistic expectations of each other and negotiate a deal satisfactory to all. They were also able to more clearly document their understanding in unambiguous contract language, lessening the risk that future contract disputes would arise. If disputes were to arise, the same deal mediator, acting as a neutral and independent source of advice, would be available to the parties to help them avoid the suspension of contractual performance or other pre-emptive action.
The two cases described in this paper are based on actual negotiations. Some details have been changed to preserve the privacy of the parties, it is hoped, without affecting the validity of the cases.
Since each international commercial transaction is essentially sui generis, it is unwise to rely on precedent. A skilled deal mediator, drawing from his or her experience as a legal advisor to parties in similar negotiations, should be capable of suggesting a range of innovative solutions. Devising options for mutual gain is an essential part of the mediation process and a skilled mediator will encourage the parties to take the lead in suggesting creative approaches.
A reality check is as useful in a complex commercial negotiation as it is in a dispute. Thus the deal mediator can help the parties assess their opportunity costs on particular negotiating issues, just as a neutral in an ADR mediation can highlight the parties' BATNAs ("Best Alternatives to a Negotiated Agreement"). It is important for the parties to consider their own best alternatives as well as the opportunities for the other parties should the agreement not be concluded.
As in ADR, the presence of a deal mediator need not in any way displace the parties' own legal counsel. Counsels to the parties should continue as advisors to their clients at every point in the negotiation. Indeed, their role is little different from what it would have been without a mediator. Furthermore, the lawyers who represent the parties, not the mediator, will be responsible for drawing up the agreement.
Successful mediators in ADR employ a combination of plenary sessions and single party caucuses to expose interests and identify options. Similarly, in deal mediation the mediator combines both group and individual party sessions. However, as in ADR, the deal mediator must enjoy the trust and confidence of each of the parties. If he or she is perceived as the representative of any single party, the process is less likely to succeed.
Deal mediators must comply with the same ethical standards as mediators in dispute resolution. That is to say, they must clearly describe the process to all of the parties and secure the agreement of each party to act as a representative of all. They must act even-handedly and with the utmost integrity, especially by respecting the confidences of the parties.
After a successful deal mediation, the parties may usefully retain the deal mediator to help resolve issues or disputes that might arise during the implementation of the project. Here the mediator's role is analogous to a regularly convened "disputes review board," such as is often employed in major construction projects. With a mandate from the parties, the deal mediator can address differences or controversies in a timely way during the course of the project and thereby avoid disputes later on.
Thus described, deal mediation draws upon but goes considerably beyond the "relationship-building" programs developed by negotiation consultants (who "operate as a mixture of honest broker and coach"). Deal mediation is also more proactive than "partnering," which brings together a team of engineers, site-level supervisors and contracting officers from both sides on a regular basis to review job progress and resolve potential disputes as they arise (see Buhring-Uhle 1996). As Professor Salacuse has suggested, third parties "can often help the two sides in deal-making, deal-managing and deal-mending negotiations and in building and preserving partnership relations" (see Salacuse 1997).
In summary, deal mediation, if skilfully employed, can prevent the foundering of many large-scale international commercial transactions. Deal mediators can help parties coming from different regions and cultures to synthesize durable collaborative arrangements. Although this paper has emphasized the special need for deal mediation in large-scale international infrastructure projects, there is every reason why the same technique can be gainfully employed in all international commercial negotiations -- as well as in domestic negotiations of special complexity.
Despite the apparent critical need for able deal mediators, there is no readily available source of supply because the specialty has not yet been recognized and accepted by lawyers and their clients. Until that recognition and acceptance occurs, deal mediation will tend to occur only by happenstance, as in the two case studies presented in this article.
In a typically volatile international environment, deal mediation is needed to induce transactional stability through the building of collaborative relationships, which can withstand sudden and radical changes in market and economic conditions. In the face of this increasing need in an era of globalization, the legal profession should begin to promote deal mediation as a new practice field for lawyers. In this respect, it would be logical for ADR sections of local bar associations to join forces with business law, construction law and perhaps other sections to review and endorse the role of deal mediators. Similarly, ADR promotion groups such as the CPR Institute for Dispute Resolution in the United States and the Centre for Dispute Resolution (CEDR) in the United Kingdom may find common cause with deal mediation. At the international level, strong endorsement by the International Bar Association and the Union Internationale des Avocats would be helpful.
Law societies, bar associations and practice groups should educate government and corporate officials, as well as the public, on the potential benefits of applying ADR techniques to help build collaborative commercial relationships and thus achieve adaptable agreements which will stand the test of time.
Meanwhile, lawyers who combine project negotiation experience with ADR skills should make themselves known as potential deal mediators. As the world becomes even more complicated and interdependent in the 21st century, we will need to bless the deal-mediators along with the peace-makers.
REFERENCES
Buhring-Uhle, Christian. 1996. Arbitration and Mediation in International Business. pp. 318-320. The Hague: Kluwer Law International.
Fisher, Roger and Ury, William. 1991. Getting to Yes. pp. 3-94. 2nd Edition. New York & London: Penguin Books.
Salacuse, Jeswald W. 1997. "After the Contract, What? Negotiating to Work Successfully With a Foreign Partner," Canadian International Lawyer, 2: 198.
