It is surprising how often transactions involvng many thousands of dollars are made between parties in a loose, offhand manner and without advice of counsel, and with nothing to indicate the agreement except some carelessly drafted receipt or obscure memorandum, in the expectation that when the time of closing arrives, counsel will look after and straighten out and complete everything. Under such circumstances, it would be manifestly unfair for the attorney who is called in to close the transaction to attempt to capitalize the omissions of the parties where they were made in good faith. He should not, while representing his own client, act arbitrarily towards the rights of the other side. He must take what material he has and construct an agreement between the parties in keeping with their honest and unwritten intentions. It need hardly be said that he is not to attempt to gain any undue advantage nor should any client expect him to do so.

When the parties drew their agreement they were both acting in good faith; they assumed that they had incorporated all that was necessary for the time being. Doubtless all the essential requirements of the law were complied with and in the agreement there are present the necessary elements of a valid contract. And yet opportunities for misunderstanding remain.

In such a situation the attorney can demonstrate not only his legal but his business capacity as well, for every difficult situation can be controlled by a just and proper conception of the respective rights and obligations of the parties. The lawyer at such times can ask much and give little but it is not his function to take petty advantage, to overreach or be arbitrary. Only a spirit of fairness and consideration will assist counsel in accomplishing the result expected.