The Man Across the Table
In six weeks in June and July 2026, three South African courts decided three disputes that had the same shape. Each began as a deal between people who knew and trusted each other, and each ended as a fight between the strangers they had become. One was fought by a new owner who had never met the man on the other side. One was fought against a trusted manager who had turned into a competitor. One was fought between two companies that had spent five years quietly rewriting the same deal in opposite directions. In every case the fight turned on terms nobody had ever written down.
I have seen this happen often in commercial disputes. The contract you sign is built for the relationship you have, and the relationship you have is the one thing guaranteed not to be there when the dispute comes. Who you are actually contracting with, and what survives when the person you contracted with is gone, is the question nobody in those three cases asked while it was still cheap to answer.
The Man Across the Table
Why every contract is a letter to strangers
Watch what a seasoned businessman does with a contract once it is signed. He does not frame it or memorise it. He puts it in a drawer, and if all goes well, he never touches it again. From then on the deal runs on trust and delivery, and that is how it should be. Nobody builds anything with the school prefect, the partner forever standing on the letter of the agreement. Deals are made on paper, but they are run on performance.
Nobody has proved the point like Warren Buffett. In 1983 he bought Nebraska Furniture Mart from Rose Blumkin, a Russian immigrant who had built the biggest furniture store in America out of a five hundred dollar loan. He bought it on a handshake, without an audit, and he later gave his shareholders the lesson in a single line. “We’ve never succeeded,” he wrote, “in making a good deal with a bad person.” The signature was never the security, Mrs Blumkin was.
Six years later, Mrs Blumkin was the competition. In 1989, at 95, she fell out with her family, walked out of the business she had built, and within three months opened Mrs B’s Clearance and Factory Outlet directly across the street, having discovered that the most careful investor alive had never asked her to sign a restraint. The new store was profitable within two years, and in 1992 Buffett bought it too. She was 98. Nothing in this story went bad, least of all Mrs B. The handshake was as good as the day it was shaken.
That is the problem with the contract in the drawer, and it is not that the trust was misplaced. Trust the man across the table. You would not sign with him otherwise. But you are not really contracting with him. You are contracting with whoever he becomes. That may be his successor, the new owner, the rival he turns into, or the man himself five years from now, changed by the five years. A good relationship makes an incomplete contract feel safe, and the better the relationship works, the longer the gaps stay hidden. A contract is a letter to strangers. It will be read, if it is ever read at all, by people who were not in the room, and the terms you never wrote are the one part of the letter they cannot read.
What survives the people?
Commercial disputes almost never arrive in the days or weeks after signature. They arrive years later, after prices have moved, people have left, owners have changed and memories have softened. By then a deal holds three kinds of terms.
There are the terms you wrote down, which survive exactly as written. There are the terms the two of you understood without ever saying, because they were too obvious to say. The law calls these tacit terms and will enforce them, but only if they can be proved years later, usually by two people who no longer agree on anything. And there are the terms the law itself writes into every sale, lease and employment contract, whether the parties know of them or not. Anyone who has bought a car voetstoots, as it stands, has spent one word removing such a term. The winter of 2026 turned on the second and the third kind.
What if the man across the table becomes your rival?
In 2016 a Northern Cape company that hires out diesel generators took on a sales representative. His appointment letter said he would be required to sign a restraint of trade, given the nature of the position. It never happened. The judgment does not say why, but I have seen the reason often enough to guess. It is the ordinary arithmetic of trust. At the start he was a junior, and the restraint hardly seemed urgent. A few promotions later he was a branch manager, and asking would have been awkward. By the end he was the regional manager who carried the company’s pricing in his head, and pushing a restraint across the table at that man would have been an insult. The document you most need is the one that gets harder to ask for every year, because its value and its offensiveness grow together.
In 2025 he resigned and joined a competitor, and quotations and pricing schedules prepared for the company’s own clients began reaching his new firm’s email address, sometimes copied into the client correspondence itself. The company sued on the restraint it had been promising itself for nine years, arguing that the term was there without the signature, whether implied, tacitly agreed, or accepted through his conduct. In July the court dismissed all three arguments, with costs. Courts examine even the restraints people actually sign, but they will not write one into the contract after nine years of silence. The company had a restraint against the junior of 2016, and it existed in the only place it had ever existed, which was the company’s own good intentions. Against the rival of 2025 it had nothing, and the rival of 2025 was the man it had been trusting all along.
What can five years of silence do?
Sometimes nobody changes sides, but the years do the work on their own. In June 2018 a supplier signed a contract to supply and install equipment for a commercial poultry operation. The farm paid the supplier in full that August, just under two hundred and eighty thousand US dollars, for work that was to take six to eight weeks. Before it began, the farm’s agent instructed the supplier to stop all work pending further instructions. Then silence went on for five years.
Five years of silence does something to a deal that neither party notices, because it happens inside their heads. Each side goes on holding the contract in the version that suits it. When the farm revived the project at the end of 2023, with redrawn plans, the supplier said what anyone in business would say. Obviously the price must move. Nobody performs a contract in 2025 at 2018 prices. He was commercially right and legally alone, because the adjustment lived nowhere except in his own version of the deal. He argued that the term was tacit, so the court went back to the table and asked what the two people who signed in 2018 would both have said about a price that had to wait five years. Those two people had planned an eight week job, and the question had no answer, because by 2023 each company held its own rewritten version of the bargain and the two versions could not both be true. The court held that the contract had died altogether and ordered the supplier to repay every dollar. Time had not simply changed the deal. It had produced two deals, one in each head, and the paper in the drawer was the only participant that still remembered 2018.
What if the man simply leaves?
The third case is the cleanest, because the deal was never really with an institution at all. In October 2019 a specialist obstetrician was granted admission privileges at a Cape Town private hospital, the right to bring his patients into its wards. The arrangement was made informally with the hospital’s then sole owner. One man, one handshake, almost nothing recorded. In June 2023 the doctor’s regulator found him guilty of unprofessional conduct, on his own plea, and suspended him from the register. A year later, reinstated, he came back to carry on where he had left off and found that the table had been cleared. The owner was gone, the hospital had new shareholders, new policies and a board that had never met him, and it told him to apply like everyone else.
He sued on the 2019 agreement. His argument was simple. Nothing agreed in 2019 said his privileges would end if he were suspended. That was true, and it did not matter. At the end of June the Supreme Court of Appeal held that the term never needed saying, because the law had written it in. Privileges to treat patients in a hospital can belong only to a doctor entitled to practise, so his privileges ended the day his suspension began, automatically, with no decision required from anyone, and no clause in any drawer could have kept a suspended doctor practising. By then, every human being who had understood the 2019 arrangement had left the table, including, in a sense, the doctor himself, who was no longer the practitioner in good standing who had shaken the owner’s hand. The stranger who finally read his bargain was not a successor or a new owner. It was the law itself. Institutions inherit your paper, not your relationships, and his paper was nearly blank.
Who reads your letter?
I should declare an interest here, because as a disputes lawyer I earn my living in these gaps. When I defend, I read the contract as far toward my client’s case as its words will honestly stretch. That is what you expect from your lawyer. When I sue, I stand on the written word, or I marshal the whole background of the deal to show that my client’s version of it is the right one. And when the relationship dies, the stranger does not read your letter alone. He arrives with someone like me, paid to search its silences for whatever they will yield.
I once fought such a matter for years. Two partners built a plastics business as a joint venture, one local, one foreign, and the agreement lay in the drawer for more than ten years. Then the local partner was bought by a global rival of the foreign one, and the new owner sent people to read the letter. They found costs that had been charged to the joint venture twice, year after year. The clause we stood on was barely enough, but it held, and in the end it forced that partner out of the business at a value the auditors fixed. The defence never rose above one sentence, that this was how things had always been done. The clause had been there all along. What changed was who was reading it.
How do you write to strangers?
Not by becoming the school prefect. Every business has met him. He is the man who never lets the contract reach the drawer at all, who brings it to meetings and quotes its clause numbers. He believes he is protecting the deal. He is smothering it, because the other side soon spends more energy defending itself against him than performing, and a relationship policed that closely was never much of a relationship to begin with. More paper is his answer, and it is not the answer here.
I know him better than I would like, because when I turn from fighting contracts to writing them, the prefect is me. The client sits across from the man he trusts, warm with the deal and the sparkle of it, and I am paid to see the stranger that man could become. It makes for tension. Clients want a dealmaker at the drafting table, and they suspect they have hired a divorce lawyer instead. For that hour, they need one.
The answer is one question, asked before you sign. Imagine that the man across the table is gone, and that someone you have never met now holds his side of the deal. A successor, a new owner, a liquidator. Read the document slowly and ask whether she, knowing nothing except what is written, would still have to give you everything you are counting on. Every term that depends on the man rather than the paper is a term you do not have.
If a thing goes without saying, write it down anyway. It costs a sentence now and a trial later. And when the way you actually do business together has moved away from what the document says, amend the document, because the stranger will read what was signed, not what was lived.
None of this guarantees victory. A well written term can still be fought over, and for the doctor no term could have changed the ending. The reason to write is different. Writing forces the question onto the table while the two of you still agree on the answer, and the day you sign is the last day that agreement is certain.
Buffett would sign for Mrs Blumkin’s character again tomorrow, and he would be right again. That is not the lesson. The lesson is that even Mrs Blumkin stopped being the woman across the table, and she did it at 95, from across the street. So trust the man in front of you. Deals are won that way. Just remember whom the letter is really for.
You do not sign with the man across the table.
You sign with whoever he becomes.
Written by:
Wessel Badenhorst
September 2026
