After years of talking mostly to CIOs, I recently addressed a meeting of lawyers gathering to discuss year 2000 issues. What a difference from those cozy, chatty IT conferences! The lawyers' conclave was like a tank commanders' briefing just prior to an attack. Each presentation was sharp, with the full text available. The arguments were documented: no fluff; only facts, footnotes and cases. It's easy to predict who will prevail. The lawyers have scouted the terrain and have zeroed in on their targets.

Meanwhile, the CIOs are counting — as usual — on emergency fixes, instant improvisations, tolerance of unfulfilled promises and budget increases to save their butts.

That won't do this time. Look what the lawyers have cooking:

Product Liability Claims: Lawyers have started collecting information, including advertising copy, technical manuals, press releases and "bug" postings from online bulletin boards to demonstrate that suppliers had early knowledge of potential year 2000 malfunctions.

Officers' and Directors' Liability: Legal counsel is now asking when management first learned that its computer systems could be noncompliant. If there's a failure, lawyers will argue that every day that passed was a missed opportunity for directors to perform their duty. Testimony from former employees and copies of warning memoranda will be especially damaging under such circumstances.

Breach of Contract and Warranty Claims: Lawyers realize that year 2000 suits will involve multiple litigants. If A sues B, B will sue C so that C can recover damages from A. Meanwhile, legal fees are incurred at each step. It was clear from the meeting that lawyers are ready for prolonged confrontations.

Fraud and Misrepresentation: If all else fails, parties will be sued for falsification of information. Jinxed employees will point fingers at overoptimistic project schedules and euphoric claims about reliability — conditions that are chronic in the computing profession, especially among managers. Lawyers already understand that this is an exploitable weakness that plays well under cross-examination of witnesses. Consultants and outsourcing firms will be particularly vulnerable if they made representations that turn out to be unsup-portable puffery.

Insurance Claims: When everything else fails, reach into the pockets of insurance carriers. The insurance commissioners in most states have ruled that the carriers can exclude year 2000 coverage. When such an exclusion is written at policy renewal time, it could imply that it must have been included to begin with. I listened to an inconclusive argument between two lawyers about that.

Incriminating evidence: Class-action lawyers will hire private investigators (who were present at the conference) to dig up damaging documents from disgruntled employees and programmers. Often, this will be done outside the usual discovery process to find new lines of inquiry to strengthen the plaintiff's case.

Management Implications

But I don't see any indication that computer people are ready to explain how and why the year 2000 problem happened and how similar problems can be avoided in the future. In fact, the computer folks don't yet understand the legal traps that will snare them or realize that the year 2000 lawsuits will bring in their wake far closer executive oversight of the IT function than we've known to date.

CIOs will learn the simple truth that who pays and who goes to jail are what legal disputes are all about. Everyone should understand that corporate officers and directors will surely not wish to assume any blame as year 2000 defendants.

What an irony! Of all people, it will be the lawyers who finally teach the IT profession how to provide quality software. They will be paid well for teaching what could have been mastered much less expensively years ago.