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Well good afternoon everyone. I am really pleased to join Professor Zang in welcoming
you all and in doing that I want to also extend my thanks to him for his leadership of our
Asian Law Center. He is doing a spectacular job and as I look around the room I see so
many of our faculty and staff from that center, our alumni and other friends who have made
that center so successful over the years. So, pleaseknow that we are deeply grateful
for that, very proud of the center’s accomplishments and look forward as well to its very, very
bright future. As Professor Zang noted, we have a lot of
distinguished guests here today and we certainly want to hear from our president quickly. I
want to just briefly mention, too, and I want to welcome especially Mrs. Marty Young to
the law school today. It's wonderful to have you with us. And I will also want to welcome
and introduce Jeff Riedinger who is the vice Provost for global affairs at the University
and also an alum of this law school so you are both welcome here and I am really happy
to see you here today. Let me say that in introducing our president
today it is just a special honor for me to do that because not only am I so proud that
he is the leader of our university but he is also our colleague here in the school of
law. This faculty appointment is in the law school and we often joke that that makes for
a really interesting relationship between Dean and president, right on the way and?
But let's just be clear: he is my boss we will be very, very clear about that. That
is a real honor for us to welcome you here today President Young and to have you speaking
about a topic that you are so experienced and skilled in. And I think many of you know
that as an administrator President Young has had significant experience having began his
faculty career at Columbia then gone on to be the Dean of George Washington's law school,
the president of the University of Utah and of course we were very fortunate to recruit
him as our president just very recently. That administrative experience is itself remarkable
an incredible, but all along the way he has also maintained a very active life as an academic
and as a scholar. As I noted he began his teaching and scholarly career at Columbia
as the professor of Japanese law there and also director for the Center for Japanese
legal studies. And between 1978, 1998 had many years of experience in that role. But
even after becoming an administrator he has continued to write very widely. He has published
dozens and dozens of books and articles and monographs in both English and Japanese on
a wide variety of legal topics. He has been frequently invited to keynote speeches all
over Asia and also the United States on topics of Asian law. He has been a frequent visitor
to many of the most distinguished and him and him academic institutions throughout Asia.
And we're just very, very proud to call him our colleague and to call them our president.
And today we have the honor of being with him to hear from him on the work entitled
Japanese attitudes there toward contracts and empirical wrinkle in the debate.
President Young it is our great honor to welcome you. Thank you for being with us today.
It is so nice to see this audience most of whom know more about this topic than I do
so this should be an interesting conversation. I was struck by how professors saying described
this lecture series. We have a number of really distinguished professors who have come to
speak and then we have President Young coming appear as well. So I understand the pressure
to perform today. On the other hand I have to tell you I keep telling people there are
two things on my name card: president and professor and they can fire me from one of
them but not the other. So I am particularly pleased to be here. I am grateful for the
law school for paying all of my transportation expenses to come here and speak today.
This is an interesting topic, the interest in which generated some years ago as it would
for anybody who had spent any time in the legal world related to Japan. It really starts
with Prof. Khaled Shema. I was in elementary or junior high at the time he publishes this
book in which he coined the term "Japanese legal consciousness" and says that somehow
the Japanese have a lower level of legal consciousness. And that in order for us to understand and
deal with Japan this probably culturally derived attitude is something that we need to understand
and appreciate because it makes the operation of the legal system very, very different.
If you are in the field of Japanese law that has at some level defined everybody's relationship
to it. Everybody has responded to it, has attacked it, has agreed with it, has had differences
of opinion. The problem is for the most part, most of us still have a clue what it really
means. And it really derived in part out of that question. Prof. Kato and I, Professor
Kato Masonobu who was for many years at Nagoy University and then at Sophia University,
he and I had been collaborating for many years. And I would say a considerable part of that
collaboration involved arguing about this. He was a little more inclined to think it
had some credibility. I was inclined to think it had less. And we fought and fought until
we also realize that neither of us really were sure about what we are talking about.
And neither were we sure Prof.Kawashima had every defined it in the way but certainly
not many people had. And so we got thinking about what he really
meant by legal consciousness. And there were a number of possible meanings. One possible
meaning was certainly that people use the law less as a device for ordering their affairs,
that somehow people who are engaged in different kinds of activities may be using those structures
for creating those relationships, mediating those relationships somehow different than
law. That is sort of one possible meaning. It may also be… And that that diminished
use was somehow culturally informed. It may on the other hand have been that they were
a little less aware of what law was and therefore did not use it as much or it did not play
as big a role. Or it may be… And certainly there were different elements that would suggest
that: much lower litigation rates, fewer attorneys and shorter contracts. Those are the three
things everybody's heard, right? But as you look into each of those questions arose that
became interesting. One was John Haley's terrific work on litigation suggesting that perhaps
the Japanese indeed litigated less than they did in the United States but it was perhaps
for structural rather than cultural reasons. Even more similar work actually suggested
the Japanese weren't outliers, the United States was the outlier. Virtually every other
country litigated except for one Nordic country, litigated at levels very much surrounding
the Japanese and we litigated way out here suggesting that it wasn't so much that they
had a low level of legal consciousness is much as the fact that we were all just deeply
enamored of LA law. So that was sort of one issue.
The second issue had to do the number of legal professionals. This sounded again like possible
evidence that this might be true because the number of “bengoshi” what is normally
translated as lawyers in Japan is a fraction of that in the United States. But again it
required somewhat more detailed work to look at what legal professionals actually did because
to decide if you actually got a relatively discrete profession there are a couple of
questions you want to ask which are: what are the lawyer substitutes and went to the
monopoly rates look like? And at the end of the day when you actually look at a professional
level of what the monopoly rents are for Japanese lawyers turned out they are relatively non-existent.
And if they are nonexistent then it either suggests that there is little demand or suggests
that there are lots of substitutes. Indeed because of the civil law structure of the
nation you can find an awful lot of lawyer substitutes and if you start out in all of
the lawyer substitutes you end up with a very different picture. See have different kinds
of questions as to what this might mean and how one might define it.
In that context, we decided that it might be interesting to see if we could posit something
that would actually be somewhat cross-cultural, that would determine whether the Japanese
really are less inclined to use legal concepts to order their affairs as has been described
or not. And contracts seem to be the appropriate place to do that. It seemed the appropriate
place because that is of course where the central work that Kawashima had done over
the years was reposed. So were the Japanese, as was described, more inclined to be flexible
about the use of contracts, more inclined to view the terms of the contract to be less
relevant in ordering their affairs? Were the Japanese likely to have shorter, less detailed
contracts were they more likely to change those contracts and so on and so forth?
And so that is the area that we thought would be profitable to see if we could take a look
at. Not a lot of documentation, a lot of thought about while the Japanese use shorter contracts
then the Americans do. And they are listed here to buy how you really measure that? And
certainly at least some preliminary evidence raised serious questions as to whether that
might be the case. I want to show just a little of that evidence. Much of it comes from surveys
by the (Japanese term 10:27:3), which is the Japanese Cultural Association which does periodic
surveys of Japan and looks at attitudes about a whole range of things and certainly has
some questions relating to law and legal behavior. Among the most interesting questions as we
were thinking about how to order our analysis of their thinking was a survey that started
out like this, it basically said: exchange of contractual documents is a proof that there
is no mutual trust which of course is critical to the Japanese and therefore if there is
that trust, if there is that stomach to stomach relationship that you don't really need a
detailed contract or no matter how much the parties trust each other you ought to have
the document. How many think the Japanese would identify with a? One, two. You know
where this is going don't you? Okay. Well the answer to me, even having spent a lot
of time with the Japanese in Japan was, I have to confess, surprising, probably not
in result but certainly in degree. B, the attitude you would expect would be more American,
more legalistic was favored by almost 90% of the participants. It was really a little
startling as I looked at that data. Well the next question is will they won a document,
fair enough, but the Japanese really are looking for that document simply to define the contours
of the relationship. In the context of defining the contours of the relationship they would
be happy with a relatively loosely structured short document and one that did not have a
great deal of detail in it. And so they asked the second question: if you exchange these
documents… I apologize for these translations by the way but we were trying to be fairly
literal about this… But if you exchange documents it should be as simple as possible
or because you have to interpret it later on, which sounds of the legal task, it has
to be specific. Now you all know where this is going now. Even a higher percentage said
that if you have a legal document it ought to be really detailed. Well that kind of data
as you begin to look at that makes one just a little bit surprised because that's not
the conventional thinking we have. I'm not even sure Americans would be quite that high
in that level of passion for documentation and detailed documentation in terms of any
contractual relationship. So we decided we might think about some sort
of survey. And I want to do that great lawyerly activity of doing a little bit of plea and
avoidance which is to say neither Prof. Kato nor I are trained sociologists. We did not
have large research funding available and so we did something that looked a little more
like winging it but it proved I think at least to be provocative enough to suggest avenues
for further thinking and further study. We started with the hypothetical and here was
the hypothetical: what we wanted to do was we want to take two companies. This is actually
based on real case in Japan: a case of the Japanese and Australian companies. And the
idea was that two companies enter into a long-term contract for the supply of a particular commodity.
Now like all good amateurs sociologists we mixed up the contract. Could it be soybeans?
Could it be sugar? Could it be steel? Could it be a number of other things? At the time
of the contract is the market price was high and will posit $400 for soybeans for example.
The buyer is required to purchase a certain fixed amount every year… All of his needs
up to a certain amount or at least a minimum of a certain amount of all his needs over
the course of a year and it was for five years. By the time of performance not only had...
And they got this for half price by the way so at the time the contract was $400 a ton
and then it was it was down to half price: $200 a ton in the contract. But at the time
of execution the contract had actually gone down to a quarter of the price. So not was
no longer $400 a ton on the world market, it was $100 a ton. So that was the hypothetical
that presented some real questions about fidelity to contract of fidelity to law. And that was
the question we want to pose. Now to whom do we pose it? Well again with
a certain resource limitation which would not have been of course if we were here at
the University of Washington but we weren't. We figured that we couldn't really do yet,
we had not proved enough yet that we could do a large-scale random multi-country survey
of lawyers and businesspeople. So we did as Blanche Dubois once said, we relied on the
kindness of strangers. We knew that we had a lot of friends out there in the legal and
business teaching world and that perhaps we could glean something where there was some
degree of parallelness between business students and law students and we could look at the
attitudes of the business students, the attitudes of law students and you could actually even
measure the amount of law that had been taught to see the actual legal training as opposed
to the self-selection had created some bias in terms of their answers. And so we contacted
a number of our close friends, at one point around the world, we had about 23 of these
surveys going around the world, in 23 countries. But the one I want to talk about today was
Japan where we had very good luck in getting a good return. Now the reason we thought law
students and business students would be potential surrogate is because in Japan as in most of
these countries the professionals who go into the legal profession however that is defined
or who go into the business world to some law degree graduate out of these majors. So
it was a surrogate to be sure but one we thought at least would be provocative enough to raise
some interesting possibilities and some interesting questions. And we wanted to get a sample size
large enough to say it was statistically valid. Now I want to be clear about two things for
those of you who are methodologist room: one was is large enough to have been statistically
valid not random sample. We have to be clear about that this wasn't random sample but it
was large enough to be statistically valid. Secondly, I always want to remind people that
correlation is not necessarily causation. We found interesting correlations, speculated
about the causation… Which is going to do today. But I want to make sure that everyone
understands correlation isn't causation and so there is a lot of speculation involved
here in this process. So what did we do with that hypothetical?
Well that was the basis and then we posited that some things happened in response to this
contract and this business relationship. Essentially the first thing is that the buyer looking
at that dramatic drop in price asked that he be permitted not to buy a certain amount
of the imports from the seller and the seller said okay reduce the contract by 1/5. The
next year the price continued to drop, the buyer now requests the seller to renegotiate
the price. The seller thinks he has a good deal and says no. So now the buyer renews
the request to renegotiate the price again and again. The seller keeps saying no. The
buyer then tells the seller if you're not going to renegotiate the price I am not going
to take delivery of the goods. This by the way is very much what actually happened between
this Japanese and Australian company though it had happened enough years before that we
were reasonably sure that most of the students didn't know very much about it. The seller
still refused to modify the price the buyer then refused to take delivery. Finally the
seller agreed to reduce the price by 10%. And what we wanted to measure was what people's
reaction was to each of those steps. The theory was, I think, relatively straightforward which
is to say: if you had a high level of legal consciousness, if you had a high level of
fidelity to contractual terms then he would be inclined to say that sellers should not
have to renegotiate the price. This is the risk that the buyer took. The buyer cut a
good deal but lost on the risk. That the buyer can request all they want but the seller has
no obligation. The threat to not take delivery of the good would have been a threat to violate
the contract. That's bad. The actual not taking of delivery was bad. And the sellers now,
being bullied into basically taking a 10% reduction. That's a bad thing as well. So
if you had this sense of real fidelity to the contract that's what you would expect
the results to be. And that is what we sort of vaguely anticipated.
And here's what we thought: we fought the law students will be by and large inclined
to adhere to the contract. The business students will basically be saying look you've got to
get the stuff off the ships. You got a make a deal that works for everybody and we've
got this mutual relationship and were Japanese so we basically don't really care about the
contractual terms. It's all about this relationship and they will make it up to us sometime in
the future. And it turns out we anticipated there would be differences in the attitude
depending on whether they had studied law or business. And that turned out to be absolutely
wrong. There were statistically significant differences of a number of different sorts.
Some surprises quite a bit and some not as much. What surprised us most is that the differences
were exactly opposite of what we had anticipated. The law students generally thought: well it's
not so bad for the buyer to request, it's a little bit bad, and this is an interesting
wrinkle but I will talk about, is bad for the buyer to threaten not to take delivery
but it's okay actually not take delivery. And the seller did a good thing negotiating.
And they agreed with that in statistically significant differences from the business
students who basically at almost every stage when there was some departure from the contractual
terms condemned the person departing from the contractual terms. I have to confess that
surprised us and made us think a lot about: well what do we really mean by this? What
are we really talking about? We took Kawashima at his word. We somehow took him at his word
that the Japanese were less inclined inherently to adhere to a contract, that legal training
would make them more inclined. It would make them more aware and it would make them more
inclined. So we looked at this. We did by the way some
other things in here. We did look at trying to reduce country bias as well, that this
wasn't a Japan/Australia hypothetical. We mix the countries up quite a bit which also
has a small interesting dimension. And you can ask at the end of the session who are
the most nationalistic in Japan and we have a little bit of an answer for that. We also
found some interesting regional differences in university-based differences which I'll
just mention briefly. But the most interesting differences to us were the differences in
the level of legal training. So the question was: legal knowledge of legal
training and what role did a play? The theory was that those with law would have an inherent
more strict adherence to the contract, those with less law would be more flexible and so
forth. Then as I say, the results were exactly the opposite but I think we had really anticipated.
Law did make a difference and legal training could make a difference but in pretty much
the opposite way from what I think we had anticipated.
So we then speculated on some reasons. I'm going to throw a few reasons out. One of the
wonderful things about the survey I have discovered over the years, it's a Rorschach test. I can
tell a lot about what you think about Japan by how you're going to explain this. And so
we will invite explanations as well but let me offer a few to get started.
One is that a high level of legal consciousness does not actually mean strict adherence to
contract. When I explained this to law professors and even law students a light bulb goes off
which is to say we all sit around, I talked contracts for many years and we did not generally
sit around spending a lot of time saying a contract the contract. Most of the time we
said: well here's the base of the contract, here are all of the exceptions, here's the
way to get your client out of the contract or a way to force the other side to comply
with the contract but most of the time we were talking about the nuances and subtleties.
Nobody was going to pay us $500 an hour to say what her five-year-old knew which is a
contract is a contract. They pay us $500 to figure out how the hell to get out of this
contract, this bad deal that we are in. And so there is a certain part that we thought
well wait a minute it does make a certain amount of sense that legal training would
cause you to think in a somewhat more democratic way about the facts in a more nuanced way
about the actual obligation or the nature of the obligations that a person had accounted.
And there is a good part to that which is a certain kind of sensitivity to the facts
of the democracy affect. The reverse side of that is that it also could be interpreted
as playing to everybody's worst ideas about a lawyer is. The lawyer doesn't do what your
five-year-old does, he doesn't believe a promise is a promise. The lawyer's job is to manipulate
the doctrine in a way to get you out of an obligation that most people would otherwise
think makes sense as a straightforward obligation. So, that was sort of one explanation that
we thought. But it still came as a surprise for a couple
of reasons. One was as we put that description of legal training to its highest avoidance
of contract responsibility would seem in an analytical sense to be evenly weighted with
compliance. Why would there be a bias in favor of getting out of the contract as opposed
to a mutual bias on the part of a lawyer? That was one question. And the second that
made this interesting and relevant is that despite all of this we had never in the last…
For 30+ years, probably 50 years now been talking about legal consciousness in exactly
the opposite way as though it means strict adherence to the contract in this way. What
it also permitted me to say to Prof. Kato and he didn't speak to me a week after his
I said: well it makes it very clear then that the Japanese with their sense, if this is
true, with their sense the contract isn't a contract and there ought to be flexibility
and there ought to be a personal relationship that makes them highly legalistic and we Americans
non-legalistic. He is speaking to me again but it took him a while before he would speak
to me after I made that comment. Now the other possible explanation is that
it has to do with some lack of knowledge of legal rules. And in a way Kawashima server
flex that in one of his seminal works on contracts. Which he says and uses is a prime example
during the immediate postwar period when food was in such short supply: a person in the
city goes out into the country and tries to buy some potatoes. And the person says: I
don't have any potatoes but I will have some tomorrow. So the woman comes back the next
day to buy the potatoes and he says I resold them. And she says: but you promised me he
would sell me the potatoes. And he said: yeah but she didn't get it in writing. And Kawashima’s
response to that is: isn't that a low level of consciousness because we all know you don't
need to have it in writing to have a binding contract. Well unless he went to law school
who the hell knows that? I mean that it isn't so much a question of legal consciousness
is the fact that people just simply may be quite legalistic but just not aware of the
actual technical legal rules is in fact a farmer saying I would have given you these
potatoes if we had had a written contract is indeed a pretty legalistic approach it
seems to me. I always think of farmers as salt of the earth, my handshake is my word.
“No, no, no got to get in writing or doesn't count”. That sounds pretty legalistic in
the absence of knowledge about it seems an odd way of defining law and the legal attitude.
But add to that the sort of two countervailing considerations. One is looking at the Sang
Ni Ho Book of “kaidi” surveys that I was talking about earlier. They ask something
interesting which was: how many people have a copy of the basic compilation of Japanese
laws, the complete compilation of Japanese laws in their home, the (Japanese term 27:56)?
As it turns out almost 35% said they did. Now I would bet you a lot of money that you
could not find 35% of Americans who have US code annotated in their house. An interesting
thing is of those people almost 100% of them said they had consulted it. Again, most of
our knowledge comes from watching the good life and other critical legal dramas. We don't
read this stuff. We don't have these books to my knowledge. So that is an interesting
data point. The second data point that is interesting
is you actually think about per capita legal training. We produce about 39,000 law school
graduates a year out of American law schools. Japan with now just about half of our population
produces over 40,000 graduates. So per capita over two times as many people have actually
studied law in Japan as have studied in the United States. And make no mistake about it
for those who have been to Japanese law schools as I have you know that is not a general analytical
framework to think about the law that you study. It's not like political science. It's
not even like the case method. You learn the rules. As twice as many in Japan actually
have serious knowledge of the law as would be the case in America. So the notion that
somehow we could define this is a knowledge base seems a little challenging.
There is a somewhat more cynical explanation for this as well. Let me roll out a little
bit. I'm going to go through some of the answers to these questions in a little detail for
just a few minutes to see if I can tease this out in a way that is persuasive. If you start
from the premise that law is indeed an artifice: not culturally derived, not a great that it
was imposed on the Japanese and not part of the way in which they ordered their thinking
or their relationships then perhaps law has a somewhat different role. It is somewhat
more instrumental. And if you think about law as being instrumental then one thinks
of the role of the legal professional as largely designed to try and manipulate the doctrine
in favor of their particular client. There is no strong ethical imperative. There is
no strong institutional imperative beyond that that you are able to successfully argue
and successfully implement. And there is at least some interesting evidence that those
with legal training nimbly jump from side to side in these hypotheticals in a way that
suggests that there may be some truth in that: that they largely identify with a particular
side, now there is some question as to why they would identify with one side as opposed
to another but under this view it would suggest that legal training there is less respect
for contracts and any kind of ethical imperative with respect to contracts or even some enforcement
relationship to contracts but more of an inclination to think they should be obeyed when they are
in your interests and disobeyed when they are not so much in your interests. That in
no way raises legal consciousness debate to a new level but also raises really interesting
questions about what we mean about the role of lawyers, but we mean about the role of
law in society, what we mean about the role of legal professionals. What is the foundational
set of issues from which all the stripes? So a couple of other quick overviews before
I get into the specific questions: we did find interesting gender-based differences
almost across the board and almost in every issue. And they were interestingly consistent
again with some of the Carol Gilligan's theory and other theories with respect to the difference
between men and women and boys and girls in terms of their approach towards rules and
relationships. The women were by and large in these surveys more inclined to be flexible,
more inclined to say that the sellers should negotiate, more inclined to say that if the
buyer asks the seller should be nice and do something about that, more inclined to approve
the sellers eventual renegotiation of the contract to the 10% degree. That is I say
there is some degree of consistency when you think about that if you look at some of this
interesting work that Carol Gilligan and Carrie Meadows have done in the field of gender-based
differences in the terms of both personal relationships and relationship to law as well
as dispute resolution. We also looked a little bit to see if there
was a national bias. In other words if the company that were disadvantage were Japanese
and the company that was the seller was a foreign country was there a bias in favor
of Japan or against Japan in the circumstances? At interestingly we found there was a little
bit of bias based again interestingly on the part of the law students in favor of Japan
not on the part of the business students. Business students were with three exceptions
quite natural. The Japanese law students up were on the other hand more inclined to favor
the party that was Japanese. Why would that be the case? Well it's possible that an awful
lot of law students believed that they are going out to be government bureaucrats to
go out there doing things in relation to Japan. Business students knew better since that they
live in a global world and that what’s sauce for the goose is sauce for the gander later
on and so forth. It's hard to say but the bias is there and it's statistically significant.
The three exceptions on the part of the business students are very interesting. They were more
sympathetic to Korea China and France. If Korea China or friends were disadvantage they
were more likely to be sympathetic or if they were the ones doing the bandaging in the advantage
position they were more likely to be sympathetic. It's hard to imagine quite why that might
be the case. But a little bit about Korea and China perhaps a little bit of a residual
sense of guilt and we are going to lean over backwards to show how liberal we are in not
favoring them. France on the other hand is harder to figure out. One explanation somebody
offered to me is that the French are known as notoriously difficult to do business with
in Japan. Therefore when they are playing hardball is a seller or whenever they are
trying to undermine the contract they are living up to expectations. This is exactly
what you would expect the French to do and therefore you don't condemn them so much because
this is sort of anticipate the French would do. The same explanation could prevail with
respect to the Chinese and Koreans. It's hard to say.
And there were also some general regional differences. We found that students from the
Tokyo region as opposed to Chu Kel and Nikyo and those areas of Japan were more inclined
to the somewhat more authoritarian view that a contract is a contract and it should be
here two. Again, that same bias prevailed with national universities as opposed to private
universities. And that struck us as interesting and again possibly a reflection of the career
tracks that a lot of these students will end up going through.
So let me turn just a little bit to the questions if I can. Let me show you how we sort of phrase
the questions. These are the questions we asked: was it imprudent to enter into a contract
of this sort? Was it reasonable for the buyer to request renegotiation? Was the seller inflexible
in refusing to renegotiate? Was the buyer’s threat not take delivery unreasonable? Was
the refusal to take delivery reasonable? And then asked was it ethically proper? What is
the basis for being upset to the degree you are upset? Is there an ethical issue here
in terms of doing this? And then was it sensible for the seller to finally reduce the contract
price? And finally the end what if bankruptcy were looming? Would you evaluate the party
somewhat differently? So let me turn to the questions little bit
and we just asked people on these questions in relationship to this hypothetical view,
strongly oppose that view, oppose it, uncertain, support, or strongly support. And that was
the analysis. So the first question was is it imprudent
to make the contract that lasts for five years on merchandise like sugar? To some degree
everybody thought given what happened in the market you know the hypothetical kind of answer
itself: yeah it's a little prudent to do that. But the most interesting point from our perspective
is that the business students were appreciably less inclined to think it was prudent. Law
students thought: okay it's not terribly imprudent. The business students thought it was pretty
imprudent. We would have thought that the business students would be, this might be
a reasonable answer, they would be more sensitive to the volatility of markets and so forth
and the responsibility for profitability foster actually on their shoulders. Whereas a law
student on the other hand use the transactional issues of spot transactions is more problematic
so rolling the dice maybe makes a bit more sense. Although you would think the lawyers
in some ways would be more attentive to the risk because if this falls apart they are
likely the ones who have to clean it up. But it's also possible that lawyers and business
people view loss differently. That is to say if you are a lawyer and this deal goes south
you are only doing a client spitting. If you're a businessman in this deal goes south you're
in real trouble. But at the same time why would the business students be biased in favor
viewing themselves as the buyers as opposed to the sellers? I'm not sure what the answer
is to that except there is some data in other kind of sociological study suggesting that
we are more affected adversely by a loss then we are benefited by again. The other possibility
is that success has 1000 parents and failure has one. Isn't this true? And Japanese companies
are particularly attentive to this that if it's successful everybody gets credit. The
person gets promoted in the company is not the one who was the principal architects of
the deal but the one who kept the group together and so forth. But if, you remember those huge
trading losses that the Japanese companies had some years ago in Hong Kong and other
places, boy the finger pointing started almost instantly and so it's possible that in fact
the structure of the way in which your career plays out that a loss is somewhat more devastating
a more personal than in fact a success might be. So your benefit from successes discounted
and your harm from loss is magnified in the business students would understand that more
clearly and would therefore be more risk adverse than the law students would be in that regard
too. 39:58
I suppose the only last thing I will say about the answer to this question, which I think
is interesting to think about a little bit, is quite a law student or lawyer would view
upside risk and downside risk in a slightly, even marginally different way because it is
that there risk in either circumstance. The answer may be in part because they self-identify
with the person who is in trouble as opposed to self-identifying with the person who has
been successful in this, suggesting again a certain perception of those in the legal
profession that the legal profession is largely designed to help people who have gotten in
trouble as opposed to designed to create situations that sort of keep everybody out of trouble.
A little bit of different national bias, gender differences in national bias is pretty much
what I have said. So let me turn to the second question. The
second question was: do you agree it's natural to alter the terms of the contract if the
market price falls greatly? Would it be reasonable for the Japanese or whoever to take the course
of action stated above which is to renegotiate price? And there we found overall that there
is no, interesting, there is one of only a couple of questions where there really wasn't
a statistically significant difference in this answer between the law students in the
business students. And this becomes interesting not so much for this question but a little
later on. Everybody thinks to some degree or another that it's probably reasonable to
ask for this when the deal just seems to be so difficult and so challenging for one party.
The third one was: even though had fluctuated greatly the Australian refuses is this too
inflexible? Shouldn't the Australian or shouldn't the cellar cave a little bit in this regard?
And here there is a slight degree of criticism of the seller if you look at the overall degree
of criticism though it's quite close to neutral. This is another one in which there wasn't
a lot of statistical difference. Business students, law students both thought to a small
degree that the seller really ought to be more flexible. That would probably be a good
thing. Now here is where it begins to be really interesting:
when we get to question number four. When we get to question number four we save now
they are refusing to take delivery of the shipment. So the reaction here is either you
applaud the buyer for the threat or you condemn the buyer. Generally speaking most students
thought that the buyer should really go this far, that this threat was a real threat and
they shouldn't really make the threat. Interestingly here the law students were more critical,
normally to questions in which the law students are more critical of the buyer for trying
to upset the contract. At this point they're basically saying the flexibility that you
are asking for you shouldn't really even be asking for this. Business students thought:
yeah, it's okay to ask, by and large it wasn't such a problem.
But what is interesting is that we skipped the next question and you basically say the
buyer doesn't take delivery at this point and we ask is that okay? Here the law students
thought out was more acceptable than the business students did. So then you have this interesting
conundrum which is the law students were more inclined to condemn the threat and more inclined
to be accepting of the actual action. What explains that? I don't know. I just remind
everybody causation and correlation are different sorts of things. But what struck us as we
were looking at this data was the nimbleness with which the parties change position. On
one point you are condemning the buyer sings the terrible thing. And then the buyer actually
does it and you say well it's okay. Is that an interesting example of role differentiation
among legal professions? If you think about it as a lawyer this makes a lot of sense.
They are going to threaten to do a. You tell them I don't know I think you've got a contractual
obligation. This is your job as a lawyer: tell them what the risks are doing it. Once
they have done it, all of a sudden you shift from this advisory capacity to and advocacy
capacity: okay you did it and now I know it's all right that you did it even though I just
was yesterday shouldn't do it. The nimbleness with which even law students, nobody thinks
about teaching this and yet the nimbleness with which the law students made that leap
is really quite remarkable suggesting again a very sophisticated understanding of not
only the legal rules, not only of the way which law orders these transactions, but interestingly
about role definition and role behavior. And that really seemed quite, quite startling
to us. I want to make sure that we have enough time
for some questions and discussion here but just to conclude I can go through the rest
of the questions but they turn out to look very much like you might've thought. Let me
turn to one on the ethics which I think is a kind of an interesting question here. There
we ask: is this sort of sorted from an ethical perspective? You can use whatever translation
you want in their but it basically comes out sort of is that and ask they want to measure
the extent to which they viewed this as purely a finance-based transaction, legal-based transaction,
or whether there was something ethical sort of underlying this and whether obedience to
contracts had anything other than a purely instrumental view. People were overall somewhat
critical but they became in this point when you started attaching words became quite a
bit less willing to attach any of these attributes to the action of the buyer. Even respondents
who disapproved of the buyer's actions as they had in the prior questions were not inclined
to attach particularly strong words as appropriate to the actual behavior of them. Businessmen
were more inclined to criticize on ethical grounds, interestingly, then the lawyers were
suggesting perhaps that lawyers view the laws more a tool to structure economic relationships.
You know we have only contracts think about the notion of ethical breach and efficient
breach, efficient breach being something that is relatively acceptable if everybody ends
up better off than they otherwise might have been. But for the business people compliance
was viewed as an ethical issue somewhat before it was viewed as legal issue. Whereas, the
law students were very unwilling to attach an attribute that term to it.
Finally we said was it sensible or not sensible for the seller to negotiate? Most were inclined,
interestingly, to think that it actually wasn't such a good idea for the seller to actually
renegotiate. Most thought that it made sense that the law students didn't. The law students
thought it was perfectly appropriate to do it suggesting again an interesting view is
that the business people viewed compromise is somewhat foolish and inappropriate. The
law students viewed as somewhat more appropriate. And what explains that? I'm not sure. But
at least one idea that comes across is that lawyers prize agreement because agreement
is more likely to result in compliance than they do how you get to that agreement. The
buyer wants to be that the seller a little bit. The seller caves. Okay we got a new agreement.
Everybody seems ready. Everybody seems to have an agreement. Everybody seems happy area
and so again an interesting question about what we mean by legalistic in this term, about
the notion that somehow however you get to this agreement is okay. Now that sounds as
you read (Japanese term 49:05) And much of the Japanese literature on Japanese sociology
and give trading and Labor Relations work that is done as well, the notion of getting
to an agreement even if there is some abuse involved to getting to that agreement is what
is really critical in Japanese society. Some evidence that that is a legalistic view. And
let me add one other point: lest you think this is not somewhat legalistic not only was
there some statistical difference between law students and business students but the
more legal training you had the more the law students were moved in the direction I have
described. So, first and second year law students looked a lot more like business students.
Third-year law students looked less so and fourth year law students looked least of all.
So the actual time in law school and the actual legal training seemed to have some demonstrable
effect. And with the exception of one question legal training within the business school
setting because there are a few courses of business law and things like that in most
business courses in Japan seem to have very little effect. Students who have versus students
who did not have that seem to have virtually no effect at all.
We then put in the bankruptcy question. It turns out everybody is somewhat more sympathetic
if it looks like bankruptcy is in the offing but the law students were much more sympathetic
than the business students. Business students to some degree inclined to say: comply with
the contract even if it means going to go out of business. Law students did not say
that. They said: if bankruptcy is in the offing that we are even more likely to approve the
actions of the buyer. And in fact the more law training you have the more likely you
were to approve that. So what conclusions do we draw from this?
Well in some measure it raises for us at least anonymously larger number of questions than
it answers. What we really mean by legal consciousness? What do we mean about how law is used as a
device to order society? How do we think about what legal training really does to shape people's
attitudes about how law mediates and structures relationships? And how do we believe people
ought to behave in those relationships? And what to we think about the role that lawyers
play in terms of those relationships with that always dual role that sits somewhere
in our background between advising and advocacy? And we have some very interesting data from
our perspective at least that raises more questions I think that it answers but at least
suggests that the conventional simplistic view that has permeated a lot of the writing,
including mine, I'm up here confessing to my priest, is maybe much more complicated
I think that they thought.
So with that it would be happy to take a lot of counter arguments and kibitzing. Questions?
Audience 52:17:
I have one about whether or not when you look at this contract in the beginning it looks
rather unbalanced with the price being out of balance, the market price being out of
balance with the contract. It would seem to me a good lawyer if he had economic training
would save why is the buyer and seller agreeing to a price that is so out of balance with
the market?
President Young:
A really good question. Everybody here that? The question was would he make of the fact
that the contract starts out seeming rather out of balance because the market price is
400 and they're getting a contract price half of that.
Audience:
It doesn't make sense.
President Young:
It doesn't make sense.
Audience:
Why is not a lawyer putting this together or the parties or the lawyers putting this
together looking in this saying why don't we put something into this, structuring this
of the in the future the pricing is set up so that it adjusts the market somewhat to
make it equitable to both parties as the market changes so that we don't get into this problem?
President Young:
The simple answer is that we didn't give them that choice.
Audience:
I understand that but it seems to me from a lawyer, from the training of lawyers this
would be a lawyer drafting issue.
President Young:
Absolutely, but we weren't training lawyers we are asking them questions. But your point
is a good one and it may account in some measure for why the lawyers were less inclined to
think that a long-term contract was a good idea. The law students to some statistically
significant degree disapproved of the long-term contract in the business students basically
approved. So, or maybe it's the other way around. Let me recall my notes. No it actually
is the other way around. I apologize. The law students seemed to like the long-term
contract as opposed... Now part of it may have been that they thought the business people
knew what they were doing in the business students knew that businesspeople never know
what they're doing. So that may explain part of it. I'm not entirely sure. The only thing
I could think of is number one that the law students may have had more confidence in the
businesspeople and may have viewed their role is less judgmental. In other words the businessperson
said: do this. So they said: here's how you do this. Secondly they may have been more
attentive to the transaction costs of (inaudible 54:54) contracts and so forth. Presumably
the business students were more attentive to the risk, inherent risk. Which again raises
an interesting question of: at what point does the lawyer view his or her role as advisor
as opposed to simply executory. There may be three roles we are talking about here.
I mentioned to which is the advisory of the Council and the advocacy but there may be
an executory role here too. The lawyers didn't seem inclined for the most part to play that
executory role. They were fairly comfortable with this. The business students were not.
Audience 55:28:
That seems to me that the lawyer see themselves as representatives and not just the actual
participants. The businesspeople see themselves as the people on the ground doing the deals.
President Young:
I think that's true as I say with a couple of exceptions. At the point at which the buyer
threatens to not take delivery the lawyers get all hot and bothered. And then when they
actually refuse delivery the lawyers are okay. So they move rather nimbly from this advisory
to this advocacy role. But they are advisory and the other role. Make no mistake about
it that this advisory position.
Audience 56:17:
I am thinking of a conversation I had recently with one of our alums who observed to me that
one of the things he would like to see in terms of changes in legal education is to
help our graduates see things not simply from an adversarial standpoint. And he recounted
an instance in which relatively early in his career he negotiated a contract and got really
great terms and was really proud of himself in the contract started going south because
it was such a good deal that the opposing party was finding it didn't make business
sense for them. And he eventually ended up renegotiating the contract. But it was a real
wake-up call for him in understanding that in a business deal, yes you're looking to
get a good deal but you also want your suppliers to your business partners to be able to stay
in business.
President Young:
For sure, for sure. And the question at this point is: at what point does the lawyer move
from the executory to the advisory to the advocacy roles? I certainly think it is frequently
true they get too good a deal but I leave that to Dean Testy. Would you fix that at
the law school?
Audience 58:02:
We have been hearing for years that the Japanese are not decisive. That is difficult to get
a clear-cut decision where the American say: okay. Do you have a comment on that?
President Young:
Well as in many assertions about the Japanese I always remember what my colleagues at Columbia
medical school used a toenail the time which is that the plural of anecdote is not data.
So I think we need to be a little attentive to what is anecdote and what is data and try
and drill down on that. That is one of the things I found so interesting about this.
When we actually began to do a real data cull how complicated the issue. Yeah I mean I think
there's a lot of anecdotal data that the Japanese take a long time to negotiate but when they
actually reaching agreement that they adhere to the agreement things like that. I think
there are lots of stories out there. I will tell you the one other study which relates
to this which I did with a group of professors from Tokyo University, Kanda Hideki, and some
others is we actually wanted to see if we could identify differences in long-term supply
contracts in Japanese settings as opposed to American settings. And so over the course
of about a six-months I interviewed probably 50 or 60 legal counsel at major corporations
particularly on the East Coast. Some number of them are pharmaceutical but not all by
any stretch. And my counterparts in Japan were doing the same thing and we compared
it. We came up with some pretty startling and straightforward results, with remarkable
similarity. And here's one of the things we discovered. We discovered that new kinds of
transactions on both the Japanese parties between two Japanese corporations. And the
American parties between two American corporations were highly likely to be very lawyer intensive-a
lot of negotiations, a lot of questions about this part of the deal at that part of the
deal, very long documents you know etc. etc. heavenly intensive and so forth. Once those
deals were done and became repetitive transactions they were by and large done on the back of
a napkin because silly things that ever changed were ricin delivery date. It was an interesting
kind of thing to see how remarkably parallel they behaved in those settings. The other
interesting conclusion from that by the way is that in 60 companies that I interviewed
I could not find a single contract litigation going on. Now a lot of employment litigation,
a lot of slip and fall litigation, a little bit of antitrust occasionally but not a single
piece and 60 companies in America I couldn't find a single piece of contract litigation.
For no contract professor broke my heart but that was the truth. Which is just another
aside from the same study. But I think that, again, I'm not sure how to answer that because
at least what it anecdotal data we could find was remarkably similar behavior in terms of
lawyer intensity versus lawyers backing out when that occurred and so forth. In fact in
parallel industries, I do a lot of interviews in the pharmaceutical industry, in parallel
industries we found the timeline almost identical in terms of agreement, negotiation, and so
forth. So it's hard to say. I certainly feel like that when I am negotiating with the Japanese.
But every time I go to Olympia to negotiate with the legislature I feel like it's even
longer. So good question.
Audience 1:02:14:
I heard some story about negotiation between Japanese and American. So when the American
representative go to the airport and the Japanese they are very, very warm how long are you
staying here welcome to Japan? And they say: seven days. Oh great. And then in the coming
five days they take control the sceneries and do a lot of visiting but do not talk about
business at all until the sixth the seventh days they start to talk about business and
deal because they only have two days left so he wants to make a deal in a hurry and
it ends up the negotiation was not so good for American side. Another thing I heard is
about they save when doing a negotiation Japanese they are good use pause and silent because
in Asian culture is perfectly fine not to worry if we're to have a long pause and silent
while in America maybe they feel like a what's going on something is wrong and they have
to fill the pause by saying something. So I heard about some little tricks during negotiating
and I wonder based on your experience do they have the strategies using only one reaching
negotiating in a contract?
President Young:
Well I will reiterate my level of uncomfortableness with "they". Can I set experiences? Absolutely.
My favorite was a fellow who went over to Japan and they did what they had often done
to him much as they wined and dined him with a rotating cast of characters so he was exhausted
and they were fresh every day at the negotiating table. At which point he could see that this
could go on for months. He said: well I've got to go to the Middle East on Wednesday
we have to have a deal by Wednesday there's no deal it's all off. So Wednesday morning
they cut it deal. Now he had no intention of going to the Middle East but that is what
he told them. They basically picked up at his hotel driven to the airport escorted him
onto the plane to Abu Dhabi and he flew all of the way around the world back to LA but
he got his contract. So I don't know. There is also lots of anecdotes. I don't find the
Japanese particularly non-talkative and I find them the chatty as people in the world.
If you want to shut them up just Japanese looking person in the room and they were silent
in a heartbeat. But I have never found and not talking in negotiations. They may not
talk to you. I don't know these are kind of in the category of anecdotes and if you collect
enough of those and write a book it will sell at the airport. I just don't know. I have
done a lot of negotiation with Japanese. I know that Rick kiddo and Jane Lee and others
have done a lot of negotiation with the Japanese as well. And I'm sure we all have stories.
But as I say: the plural of anecdote is not data. It's I'm just not sure.
Audience 1:04:55:
I apologize for my voice I have been busy all day long but I will try to get to the
question. Just a quick clarification what year did you do the surveys?
President Young:
This survey was done, we did the principle set of surveys just about seven or eight years
ago.
Audience 1:05:13:
So one is a comment and the other is a more serious question. It would be curious to see
whether students in the law schools, the professional law schools after the reform would have responded
differently or more in the direction that you have demonstrated with some of your data
than the law faculty students. So this is just if you wanted to rerun the surveys you
can do a law faculty to law school it might be interesting in itself. But I am wondering
take the timeline where Yamashito develops the theory and I appreciate the empirical
wrinkle because I do think that it puts into question a lot of the theories that are out
there. But I am wondering if you think the globalization of legal services and generally
the broader opening of trade and international sales plays into this and maybe the business
students of the business schools were just ahead of law schools in recognizing that in
a world where you are transacting in a much broader world you need to stick with the rich
and contracts or vice versa?
President Young:
I probably would be inclined to think that that's true to certain level but as is true
in Japan as is true in the United States the vast, vast, vast, vast majority of transactions
are internal. The vast majority of legal activities are internal. The vast majority of training
focuses on internal laws. The Japanese are like us: one international law class and maybe
if you really created you get a trade law class. So I don't know that I would suspect
there is an enormous amount of change based on that. One thing I will tell you that I
think it's interesting. I mentioned earlier if you look at the number of lawyers in Japan
and ask if they're too many or too few comparatively speaking. A good place to start, you know
follow the money, look and see if their monopoly rents in there. But interestingly the only
place, and this is something I used to negotiate with the Japanese government a little bit
in different incarnations, is in the international practice area. They're the Japanese lawyers
seem to have excluded the Americans of a certain kind of grace that is occasion to most of
monopoly rents actually in the international legal profession which is again a reflection
maybe that is not as pervasive because that capacity to deal internationally were it completely
unrestrained market would even out throughout the profession but it hasn't. Suggesting again
may be that this idea of internationalization is somewhat more confined concept in terms
of actual training and behavior and otherwise might be. But both of those are current speculative.
Audience 1:08:14:
Alright so I was thinking as I was listening to the hypothetical that the two companies
sound relatively equal in power and it would be interesting you know with a larger budget
more time and more data points to maybe make set the size of the company and see how people
respond because again just anecdotally when I have dealt with American clients there tends
to be a fear of large companies that they are going to believe you. And anecdotally
with Japanese clients a larger company there is a sense of almost paternalism that there
is a taking care of, you. To me as an American it was little startling at first: what you
mean there take care of you, you know they're going to step on you. They're like: no, no
it's okay they have done it this way for many years and they're watching out for me. So
it will be interesting you know with a greater budget and more time or maybe there was nuances
that you go into to see how companies size or company sophistication would impact the
way people feel about asking for a better price or moving terms in the midst of it.
President Young:
Way that is a great point and I guess I could respond just a couple of ways. One is that
I think, the question is is there a particular affinity for affection, appreciation, paternalism
the people identifying the corporate world as different than would be true here in America?
That might be the case but one is more inclined I think to see as an empirical matter is it
depends on the level of repetitive transactions. That is to say if you look at film distributors
for example, until little work and thinking about film distributors and movie theaters
in Japan. And what you find is an interesting interplay where there is a long-term sort
of balance in the books. Remember of serving him and taking some data on the case where
the film was likely to be a blockbuster where everybody of course makes the most money.
It was to be shown up in Niigata. Niigata had a lot of snow. People couldn't get to
the theater. The theater was closed. And so they sort of lost their shirts having paid
quite a bit of money for this. They went back to the distributor him and said: will you
make a concession? And they said: no. Now this seems quite on paternalistic but if you
trace forward about a year and a half all of a sudden Niigata got a preference on another
blockbuster that did not go out to Sendai or some of the others it got to Niigata first.
And the only way that I can explain it really the people could explain it to me was that
there was this sort of longitudinal balancing of the books. And so if you have a set of
repetitive transactions and you have more likely a sense of some mutuality innocence.
And I think, I guess if that's a structural situation I would suspect that it might be
true in America as well when you have those. What you may have in America and this is an
interesting structural question for me: is that you may have fewer repetitive transactions
of that sort. When you think about where people shop in Japan: their neighborhood shops, the
relative paucity of big-box stores. There is a repetitive transactional dimension to
that that is probably less apparent in the United States. Such answer that question:
partially what I would ask to is how are these transactions structured over time and what
is the relationship? I think that would be a really interesting when thinking about that
but I think it's an interesting point. The one thing I will say is we did another survey.
Apparently we deluded a funding agency enough with this survey to think that we might have
something interesting to actually ask and we did do a major three country survey: China,
Japan, the United States, asking not this hypothetical but a whole series of questions
about the use of law in a whole range of different kinds of areas in the most interesting one
was landlord-tenant Where we found actually landlord-tenant relationships in Japan are
much more legalistic and complicated and fraught with disagreements and so forth that is true
in either China or the United States. Suggesting that whatever paternalism is felt in the part
of a large corporation you didn't necessarily think that with respect to the landlord. It's
hard to say but that's a great question it would be really interesting to be able to
pursue it in more detail. As I say we have a little tiny bit of data that hints at something
I don't know how generalizable that is.
Audience 1:13:06:
Please correct me if I am wrong. Did you say that this survey of hypothesis was conducted
in 23 different countries? Could you tell us a little bit about what the result was
an United States? That's one. In the second regardless of the gender or region or country
is it okay or safe to say to conclude that the more legal training you have you put more
importance to the process, democratic process regardless of your answer is yes or no?
President Young:
Well it depends on what you mean but I process I think. I'm going to answer your second question
then will punt on the first question. It depends a little on what you mean by process. I mean
if you read what Hirst's work and a lot of the defining characteristics of how we order
society in America. His point which I think is a very profound one is that we tend to
come from many, many different backgrounds and therefore, with many different cultural
experiences, historical experiences, attitudinal differences and therefore we tend to price
process. We price enormously. And that at the end of the day we get really upset, we
care if we lose something in let's say a legislative session or you lose a court case but we get
furious if we think the process has somehow been destroyed. There is a very strong sense
and I think a lot of support in scholarship in that regard. Now if that's what you mean
by sort of formal process than you would imagine because his had gone through a formal contractual
process of that sort that the Japanese law students would be more inclined to say well
then yes you should adhere to it. In fact they are just the opposite to the extent that
you can process is whatever gets you to agreement whether it's getting the thugs out to break
your legs or it's threatening to not take delivery or whatever it is to get you to the
agreement once you agree that the end of the process and that's a good thing. Japanese
law students seem sort of more comfortable with that. At least that's one interpretation
of the data. But that is a funny way of saying adherence to process I think. I mean that
is a different kind of process and the Japanese have a remarkable tolerance it seems to me
in any event for process distortions that would appall us. I have done some writing
in the area of (Japanese term 1:15:54) And these are the organized crime groups that
will for example go to a shareholder meeting and threatened to disrupt the meeting unless
they are paid off. Or the same people who will take over the bankruptcies in the Osaka
area will take over bankruptcies, will get on the creditors committee and then will basically
shut off the auctions that anybody except their little group and then they will knock
down all of the assets at a very low price and walk away with them. The same is true
of the (Japanese term 1:16:26) I remember translating an article once when I was in
law school for Prof. and when you look technically at what the term means it is dispute resolver
which is how I described it: these professional dispute resolver's. It was an admirable noble
profession but as it turns out they are Mafia they are thugs they are (Japanese term 1:16:44)
who go in and you have a car accident may persuade you that you are asking for too much
money from the company and you are going to have just a little bit of problem walking
out of your house if you don't resolve this dispute. Same with the(Japanese term 1:17:02),
the bill collectors who will stand in front of your house and people let them do this.
They will stand in front of your house and scream there's a deadbeat in there. So there's
a remarkable capacity and tolerance for distortion of process I find breathtaking. Now they have
tried since the mid-80s to kind of crackdown on it with mixed success. The tolerance for
that is breathtaking. I take your point but as I say this data to some degree suggests
that law students are more inclined to get you to an agreement then they are with fidelity
to the process think it's either. Thank you.
Dean Testy: Please join me in thanking President Young.
President Young we really enjoy having you here and thank you very much for that wonderful
contribution to our Asian Law Center’s Lecture Series. Very much in the kind of blond society
style and gives a lot to think about In terms of what it is we do to law students when we
are educating them and how that goes. So you can bet we take that under consideration as
we continue to work together here at the Law School.
I want to thank everybody for being here this evening. It’s very good to be with you all
and gather. I hope you all have a pleasant evening and thank you for coming. Again, President
Young, thank you.