A tale of the unexpected: can you plan for all eventualities?

When Denton Wilde Sapte were faced with the evacuation of their entire Chancery Lane offices, the partners faced a challenging time that could have lost them a lot of business. Mark Menhennet, a partner at Denton Wilde Sapte, describes that fateful day and how they managed to win through to close the deal.

"Whether 'tis nobler in the mind to suffer the slings and arrows of outrageous fortune or to take arms against a sea of troubles, and by opposing end them?"(Shakespeare)

Hamlet, of course, had more than enough troubles of his own without having to try to manage a firm of professionals as well. Moreover, the methods he utilised in order to control the events which chance passed his way would be unlikely to find much favour today. Every well run organisation should obviously have procedures in place to deal with problems and difficulties arising in the ordinary course of its business but the true test of a firm's hardiness and resilience is not so much how it deals with what could reasonably be expected to happen, but how it counters those events which the man in the Clapham Omnibus is unable to foresee.

Take Denton Wilde Sapte. Twice, within the period of less than 3 years, it has had to deal with being denied access to all or part of one of its principal premises, firstly as a result of a contractor's aim going awry, bursting a water main and flooding the basement and lower floors, secondly as a result of a client of another firm of solicitors protesting at his treatment at their hands by parking his van outside the Law Society (which lies across the street) claiming it to be full of explosives and threatening to detonate them unless, well, no-one was ever very clear about what his demands were.

In the first instance, as former Denton Hall partners will tell you, they had quickly to arrange a merger to find another building to work from. In practice, talks were already well advanced and the firm was therefore able to utilise Wilde Sapte's headquarters in Fleet Place as a temporary home. Indeed, many Denton Hall partners got to know and like Fleet Place so much it has proved impossible to dislodge them!

The second, and of course potentially much more serious, disturbance lead to the closure by the Police of the entirety of the firm's Chancery Lane offices (along with the premises of several neighbouring businesses) for over 24 hours at a time when a number of substantial transactions were due to complete. Both lawyers and support staff were prohibited from entering the building and consequently were unable to access files, papers and other resources necessary to conclude matters. Even the back door was locked.

In our case, we were acting for a bank due to complete a very substantial loan facility in favour of customers who were due to complete the purchase of a substantial portfolio of properties that day. The price agreed was high and there would have been a significant financial penalty in the form of an interest charge (as well as a very considerable loss of goodwill) if we had been unable to sign off on the documentation and arrange for the necessary transfer of funds.

The immediate difficulties to be resolved go beyond the lack of access to the information and documents carefully organised to aid completion. Not only is there a need for premises to work from, but also it is imperative to communicate with colleagues whose assistance is critical.

The first task was to try to reconstitute the papers. Fortunately, we were assisted in this regard by the availability of other premises (Fleet Place) close by. We were therefore able to access the IT system from Fleet Place and it was possible to reconstitute the principal documents with the assistance of clients and other lawyers involved. Next an alternative plan for the transmission of funds had to be devised since the branch of the bank where one of the firm's client accounts was held was also affected by the blockade. Thirdly, the other parties involved, which as well as two other London firms included solicitors situated in Gibraltar, needed to be advised of the changed procedures as well, of course, as the clients. Lastly, it was necessary to find a "volunteer" to take the revised payment instruction down to the Bank as procedures for dealing with this automatically electronically were not available.

It should not be forgotten that, during this time, there were the usual completion formalities to be attended to, including undertaking final searches, checking the security documentation, completing and dating security documents and the like. Eventually, and perhaps with only an additional delay of 2 hours or so, the matter completed to the satisfaction of all parties, with the possible exception of the person behind all the additional effort, who was still sitting in his van outside the Law Society.

There were, as one would expect, already certain emergency procedures in place and, whilst credit should be given to the management and support staff at the firm who did work hard in this respect, it would be unduly complacent to trumpet this as a triumph of forward planning. Certainly, not everything worked as it ought to have done and there were not insignificant initial difficulties in accessing the IT system. We were also fortunate to have another suitable fully equipped building within easy reach and also that many of the lawyers working on the matter had previously worked there and so were familiar with the layout and systems. However, it is unlikely that matters would have been concluded as they were if the understanding, forbearance and co-operation of not only the clients, but also the other professional firms involved, including Gibson Dunn & Crutcher and Herbert Smith, had not been forthcoming. Moreover, the size of the transaction and number of persons and firms involved meant that there were at least two means of accessing all material information.

The principal lessons, such as having a tested emergency procedure in place, ensuring that key support is fully backed up and that lawyers and other staff are fully familiar with what they need to do in such a situation, are obvious. It should not be forgotten, however, that despite all of this little if anything is likely to work out as planned and ideally one should have a fall back option in case the fall back option does not work. Above all, however, it is important to remember that the co-operation an support of people within (and outside) the firm will be critical to the successful countering of unforeseen events. Given that it will never be possible to predict precisely how and when these will occur, it is important to keep systems and procedures (and staff) as flexible as possible to fit whatever might arise. The times of greatest difficulty are not the times to be asking who is to blame for what has gone wrong, rather, to be, or not to be, that is the question.

Mark Menhennet is a partner at Denton Wilde Sapte. He can be contacted at dmm@dentonwildesapte.com