As a lawyer, I pride myself on the closing of a transaction, whatever it may be, being an absolute non-event. In fact, the perfect closing is one where no one even needs to show up. Of course, it was not always like that though. When I was a young lawyer, there was a real closing that if done correctly, was really all for “show”. The real work had been done the night (often all the night) before. The Buyer would pass a cheque to the Seller. The CEO would hand over a share certificate to the underwriter , congratulations would be exchanged and champagne would be poured. It was my job as a junior to make sure the room was clean and the coffee and then the  champagne were ready.

Only once did a relatively unsophisticated CEO not see it this way. He was angry with me that he did not personally sign all 500 share certificates himself as opposed to it being done by a more junior officer. I have never forgot that.

The table were turned on me a few weeks ago when I accompanied Janny as a representative of her mother on the sale of her mom’s apartment in Nice. I could not get how it was necessary that she (so we) actually had to show up in person for this transaction. Furthermore, I could not understand at all why the Notary doing this required a copy of our marriage certificate and spousal agreement, all of which were in English anyway. Far be it from me get in the way of this transaction, mind you, so I of course dutyfuly complied with the request.

Now, I am a Notary in the Province of Ontario. I even have a notarial seal. And last year, someone from the Provincial Office of Holder of the List of Notaries called me as my current signature looked nothing like my signature of 30 years ago. Go figure. I am not though a civil law notary and that gig I sill do not get, other than the fact that they seem to get paid a fee equal to 8% of the value of the deal. Good gig mind you.

We attended in Nice at the office of the Notary which I would have been proud to call my own. It was very traditional office on the main level of a small building. There was his (and it was a “he”) desk and then a boardroom table as well. Very civilized.

We all sat down at the table, the Notary, the buyers, Janny and her brother, myself and the real estate agent who brokered the deal.

And then then amazing part – the Notary projected onto the screen the agreement of purchase and sale and proceeded to read out loud the entire multiple page agreement! I could not get over it. It was against all my 30 years of legal training to do a closing like this.

And of course, the words of a senior partner to me of all those years ago yet again were shown to be prophetic. He (yes, again a “he”) said to me, “Jay whatever you do, the only thing a client will ever read at a closing is their name. Make sure it is spelled correctly”. And of course, this Notary, with a “fill in the blank” purchase and sale agreement bastardized every single name, including mine. Schmendrick.

After the names were fixed throughout the document  (what, no global change key?) and the Notary had summarized to the buyer and seller the 500 pages of closing documents (Really? I have closed billion dollar deals with less paper!), vendor and purchaser signed on an electronic pad as you sometimes see at a check-out cash register, keys were passed, and we were done. No champagne was offered, I should add. I think I may have been offered a bottle of water earlier. We masked up and we were dismissed.

Once, on one of my first business trips to  China years ago, I tried to eat what was being offered by our hosts. At one such lunch/dinner/banquet, we were offererd braized pig ear. I took a tentative bite and gagged. To this day, I am not sure if that is what braized pig ear was supposed to taste like, or whether it was just off. I had nothing to benchmark it against. Similarly, I have not benchmark for this closing and whether this is what it is supposed to be, or whether it was just off.  Perhaps time will tell.

 

About Jay Kellerman

Jay Kellerman is a Toronto based lawyer who is blessed to be able to spend time in France as a Canadian.

1 Comment

  1. Aurelien on February 19, 2021 at 6:20 pm

    Very much the same I had to go through just 4 years ago. You were lucky you had a projector and electronic signature! we had 4 copies of everything and we signed and counter-signed everything. It took about 5 hours for a 50 sqm apartment. If there is something we excel at in France is paperwork (also food and wine but it’s a given 🙂 ).

    The notary is a tax collector in France first and foremost out of the 8% probably 4.5% are going back to the city, 1 or 2% in actual filing costs/research etc … and the balance to the notary. In Paris, this tax alone is 1/3 of the entire budget of the city.