Napkin Contracts

How many poems have been written in bars? How many declarations of love made on restaurant napkins? Or how many projects and sketches drawn on bakery countertops? Many people have surely already written about that. But my subject here is contracts.

How many successful partnership and joint venture agreements were born on a napkin that, just minutes before, had been holding a glass of wine? I don't know that statistic. But last night I received, written on a paper napkin, the guiding framework of a new partnership.

Let me first situate my readers. For those who don't know, I am an integrative lawyer and, over the last decade at least, I have devoted myself to building relationships and relational contracts — what I call relational and strategic legal practice. And, on an ordinary Friday, after an intense week, but attentive to the interests of a group of clients starting a new project, I worked with them on the beginning of building trust, compatibility, and consensus. Which, between us, is not so simple these days.

We live in difficult times. I've been calling this moment "the era of diffuse distrust." The digital revolution has left us all excessively reactive, anxious, and distrustful. And distrust begins within. We no longer trust ourselves enough, because we have the distinct sensation — almost paranoid — that we haven't considered every bias, that we've forgotten some piece of information, that something new must have emerged while we blinked, and that, therefore, our conclusion, or our decision, will remain incomplete.

This sense of incompleteness and reactivity touches every relationship today. And it would be no different for those planning to structure long-term, complex relationships — which, therefore, will generate legal effects that are no less complex.

I was hired by three entrepreneurs to help them with the legal architecture of their project. Two were already friends; the third was just getting to know one of the partners, introduced by a mutual longtime friend. The trio's project is commercially very promising, but it carries delicate nuances and touches on intangible connections. Because of that, the concept was still unclear even to the entrepreneurs themselves. I explained the process, everyone agreed, and after presenting the methodology, we moved on to individual sessions — in which I try to understand needs, expectations, boundaries, fears. Once that's done, I call a joint meeting so the partners can begin building their shared vision of the business before we move forward to the relational and legal commitments themselves.

But my aim here isn't to explain my methodology — it's to tell a story, as we say back home.

Our joint meeting started off a bit tense — so much so that one of them chose "anxious" as his check-in word. Even so, the three partners managed to reach a shared, declared vision. But we're still in the middle of the process, so I gave them "homework," not before explaining the logic of working with moral norms — honesty, integrity, loyalty, reciprocity, fairness, and autonomy — as guiding principles of the relationship. I asked each of them to bring, to our next meeting, their own understanding of these principles, so that, together, we could arrive at a shared concept tied to the vision of the project.

Just as I was about to close the meeting, the group's energy was so high that they arranged, right there in front of me, to meet again that very night: a happy hour to celebrate their shared vision and, in effect, to come together as a group — no longer just isolated friends or professional acquaintances.

A few hours later, I received some photos on my phone, in this order: the group gathered making a toast; a bottle of wine; and a napkin with the homework already worked out. The partnership's core principles — honesty, integrity, loyalty, reciprocity, fairness, and autonomy — defined together, on a paper napkin.

My enthusiasm was such that I woke up wanting to write my own reaction on a piece of paper too. I thought better of it and chose the digital system instead, safer: no risk of tearing the paper or the ink fading before the message arrived. A curious irony — trusting paper to record such solid principles, yet preferring digital so as not to risk losing them.

Many reflections crowd my mind. The first is certain: a relationship doesn't need a piece of paper to exist. There's no doubt about that. But the more striking reflection is another one: to build, openly and declaredly, the principles of a relationship is akin to making vows — like the ones couples make before marriage, which, among other things, involve these very same principles — even if many don't realize it. This path, still little understood, can lead to a contract that, in the end, should reflect the relationship between the parties involved — and which, remarkably, can take many forms, even that of a piece of paper carrying, far beyond its literal meaning, the meaning that those entrepreneurs gave, in their own words, to honesty, integrity, loyalty, reciprocity, fairness, and autonomy.

In this era of diffuse distrust, facilitating and taking part in building trust between people makes me reflect on my responsibility as a relational lawyer, and on how relevant the symbolic transposition of the word is to people. It isn't about drafting classic contractual clauses — many of which, let's admit it, are incomprehensible. Jung already reflected on the importance of symbols in the human psyche — and the written word is one of them. Speaking of words: the principles written by the clients themselves on a paper napkin will be the very same ones later transposed into the contract. Because more than drafting clauses, my role is to create the conditions for trust to emerge and take shape — even on a bar napkin.

And, after all, if we talk so much about plain legal language, what should we say about a legitimate contractual expression written on a bar napkin?

It's for these and so many other reasons that working with relational contracts is a permanent source of reflection. Some of them I write down digitally, like this piece; others, in a notebook I keep so as not to lose sight of them. But who knows — maybe the next ones, inspired by my clients, will be written on some napkin or other.

Ana Luiza Panyagua Etchalus