Deal Reduced To One Long Run-On Sentence

According to all reports, Simpson Thatcher & Bartlett LLP corporate associate Kelly Plowman hit the proverbial jackpot late last week. Plowman, despite being faced with a dizzying array of defined terms, representations and warranties, servicing provisions and preconditions to closing, somehow managed to reduce an agreement for the purchase of a pool of distressed mortgage loans down to one single run-on sentence. The sentence went on for eleven straight single-spaced pages before running out of steam and ending with a period.

“It was something that honestly just hit me the other month after working on the Patterson deal,” explained a triumphant Plowman from her shared office in Manhattan. “I was slogging through conference call after conference call on the reps and warranties and I started to get completely confused. People kept arguing over where we should place this comma or that semi-colon. All of a sudden, I realized that nobody was talking about the periods. It almost seemed like they didn’t matter…and that’s when it hit me…they didn’t!?

Despite sitting on a groundbreaking idea, Plowman was fearful of talking to the partner on the deal, Tracy Tenderson. “Mrs. T” is legendary around Simpson for her draft of a paragraph heavy lease-back agreement as a third-year associate in 1987. “I mean, she rode those hard returns all the way to the partnership,” explained Plowman, “so I didn’t think she’d be anxious to pass the reins.”

Fortunately, Plowman’s fears were unfounded. When Tenderson started to review the draft agreement, it is reported that tears started to flow down her cheeks. “Now I know most people think I was getting emotional, but that’s not the case,” clarified Tenderson when reached for comment by Litination. “My eyes were just so tired from reading without any breaks that they started to water; like when I cut an onion. But that temporary pain aside, Plowman’s draft was a work of art.”

Unfortunately, opposing counsel failed to see the merit in Plowman’s work. Soon after the document was circulated, it was chopped apart into sentences and paragraphs, and despite several heroic efforts, Humpty Dumpty simply could not be put back together again.