When outsourcers have you over a barrel

Some years back I worked for a large legal publisher. Among other things, we published books about contracts and their legal implications. If my boss had read some of those books, this story might have had a different ending. Or maybe not.

I was put in charge of a multimillion-dollar project to convert 3.5 million pages of legal briefs and decisions to searchable electronic text. I was supposed to find vendors, hire and train staff, and negotiate contracts, but the guy who actually signed those contracts was my boss, Charlie. And, as it happens, Charlie was a huge sports fan. How are these facts related? You’ll see in a moment.

My most important task was to find an offshore keyboarding firm to turn those 3.5 million printed pages, collected from the country’s courthouses, into electronic text. Sometimes the documents were pristine; other times they looked like a mastodon had typed them using its hoofs.

I found several offshore keyboarding firms, got bids, made my final choice, and the offshore firm submitted a contract detailing its responsibilities. It guaranteed “99.95 percent accuracy,” which sounded great to me. But buried deep in the legal jargon was a sub-subparagraph that specified how “accuracy” would be defined, and by whom. It stipulated that anything the offshore typists could not read or understand — a letter, a word, or an entire document — would be represented with a tilde (~). Of course I brought this up with Charlie, but some basketball team was having a party before the big game, and Charlie was out the door. He assured me that he would read the contract carefully before he signed it.

Several weeks later I asked Charlie once again to clarify the business with those tildes. But apparently the Colorado Rockies were opening their brand-new stadium and Charlie had box seats. He promised he’d have a team of lawyers — we had hot and cold running lawyers — vet the critical paragraph; then he grabbed his bag and headed for the airport. Several days later he signed the contract. I could only assume that the legal team had dealt with the “tilde paragraph.”

Four weeks later we started to receive the keyboarding company’s output. Imagine my dismay when the first 20,000 pages came back with almost half of the text missing! I looked at some of the originals, and even I could see that huge blocks of the “unintelligible” text were perfectly usable. But the contract made it clear that the keyboarding company had final say as to what was usable and what wasn’t.

I called my boss in a panic. He promptly blew up, accusing me of choosing the wrong vendor and sabotaging the project. When I pointed out that he had agreed to the contract that allowed the keyboarding company to decide which pages were unusable, he slammed down the phone.

In the end, I had to hire a small army of legal temps (at prevailing U.S. wages) to type in almost 65 percent of the original pages. My boss continued to hold me personally responsible, and even though I had dozen of e-mails to document the project’s history, upper management took his word over mine. Six weeks later I was looking for another job.

The moral of the story: Read the contract. Think about the contract. Then read the contract again. And never let sports get in the way of business.