Straight Talking on The Law

How To Find the Right Business Lawyer

By Lawrence Vergun J.D., MBA

 

I remember the day my car broke down, many years ago right after I moved to Portland.

The tow truck company asked me where they should tow my car. Being new in town, I didn’t have a clue. I went to the nearest facility, and thankfully I was treated well and the car was fixed.

 

People ask me how to find the right business lawyer. I tell them that they are asking the wrong question. The correct question is WHEN should you find the right business lawyer. Finding a good business lawyer is like finding a good car mechanic. You should find one during the times that you don’t really need one.

 

Most business lawyers enjoy meeting serious business owners and entrepreneurs. Business lawyers like me go to Chamber of Commerce meetings, and various association functions. (When you show up at these functions, it is easy to recognize us. We’re the one who are almost always overdressed.) Feel free to strike up a conversation with us. In many cases, you will get a good idea of how we think, and more importantly, how we listen. Take our card, and keep it in a safe place.

 

Then, if you find yourself with emergency assistance somewhere down the road, you’ll know who to call.

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Practicing since 1988, attorney Lawrence Vergun has successfully represented individuals and businesses in the areas of business, real estate, corporate and intellectual property law. He is a member of the Business Practice Group at the Harris Law Firm, PC in Hillsboro, Oregon

His webpage is located at: Lawrence Vergun . You can Email Mr. Vergun at [email protected]

"Speak Now or Forever Hold Your Peace"

If you have, at one time or another in the past, either purchased a business, or bought real estate, or even signed up for a credit card, then chances are that you have already signed a contract that contains a “speak-now-or-forever-hold-your-peace” clause. Let me explain what this clause is, and why it’s important.

 

Many contracts contain words, usually located near the very end of the document, which reads something like this:

 

This Agreement sets forth the entire, final, and complete agreement between the parties. This Agreement supersedes any and all prior negotiations, agreements, representations, and/or understandings between the parties, whether in writing or made orally.

 

While the exact wording of this type provision may vary from contract to contract, don’t be surprised to find this type of language in your agreement. It is standard and customary for contracts to include this language, but it is nevertheless very important that you understand what it means.

 

I call this type of provision the “speak-now-or-forever-hold-your-peace” clause, because the clause essentially renders unenforceable any prior oral or written representation or promise made to you before the agreement is signed, unless that same representation or promise is included in the final version of the contract. (This is, by the way, an enforceable provision and often difficult to challenge later on.)

 

The lesson here is that, before you sign the final agreement, you need to be certain that any important representations or understandings be included somewhere else in that final document that you are signing. In other words,

 

(1) Speak Now -- that is, insist that the final version of the contract you are signing include all of the important “side” agreements, oral representations, and written promises made to you in any form (including written, oral, via email), OR

 

(2) Forever Hold Your Peace – your legal ability to complain later on about those things not included in the final agreement is gone forever..

 

My suggestion is that you ask for those “missing” promises and representations be included. If the other party does not wish to commit to putting those other promises and representation in writing, then you should ask yourself how important those things are, and whether you feel you want to sign on the dotted line.

 

The bottom line: Ask that everything important to you be put in the contract. Speak now or forever hold your peace….

 

_________________________________

 

Practicing since 1988, attorney Lawrence Vergun has successfully represented individuals and businesses in the areas of business, real estate, corporate and intellectual property law. He is a member of the Business Practice Group at the Harris Law Firm, PC in

Hillsboro

,

Oregon

. His webpage is located at: Lawrence Vergun

Partnering Up

Here's a great article at theWall Street Journal  . It's basically the talk I give to all of my clients who come in to consult with me about setting up a business with partners. Especially important are: Knowing your partner well. Making sure you like and trust your partner. Having the same goals as your partner. Getting the agreement down in writing FIRST. I know that sometimes its uncomfortable bringing up subjects that you may not agree about, but those are the most important things to talk about because thats exactly where the disagreements will fester and grow.

Five Tips For Business Owners

Attorney Larry Vergun - I've been practicing since 1988, and while each business situation is unique, I almost always give my clients the following tips at one time or another. I've got an MBA as well as a law degree and one of the things I enjoy most is working with small business owners in developing legal structures to protect their businesses and help develop their markets. I assist clients in business organizations, transactions, buy/sell agreements, contracts and business and contract litigation.  If you'd like my assistance or have some questions, you can contact me directly at [email protected] , or you can find out more about Harris Law Firm at our firm site here.

  Here are the five tips that EVERY business owner needs to know. I can promise you that at one time or another, I've advised all of my business law clients to heed each and every one of these pieces of advice. Sometimes over, and over and over again.

1. You Need a CPA. If you run a business, you'll need to find a good CPA (as well as a good attorney!)  Tax issues can get complicated, and you have much better things to do then spending hours-upon-hours looking up IRS codes.
2. You Need Written Agreements, Even Among Friends. Even good people have their disagreements and misunderstandings. All business owners need agreements in writing, even if it's with their best friends, high school buddies, college roommates, (and yes, especially) with their in-laws! Your written agreement does not necessarily need to be a forty-five page contract, but it should address the number-one area of disagreement: Which one of you will be responsible for paying the debts if your business doesn't make that pot of gold you were hoping for? 
   
3. Trust Those Bells That Go Off In Your Head. In 95% of the cases where a client asks me whether a particular practice might lead to trouble, that client already "knows" the answer even before asking me. If you are engaging in a practice that just doesn’t feel right, it’s probably because it is either illegal or unethical, or both.
4.  It’s Only Money. What’s more important than your money? Lots of things: your health, your family, your values. Of course, money is very important; however, the most successful entrepreneurs measure personal success in ways that include things other than money.
5. Learn From Your Mistakes. This is not an abstract rule. If someone threatens to sue you because your contract wasn't written very well, get that contract changed next time around

 

Straight Talk for Clients

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Harris Law Firm, located in Hillsboro, Oregon,  provides legal services to individuals and business clients in the Portland metro area, including southwest Washington.  Our lawyers promise straight talk and practical advice that you can understand and use to make sound decisions. Harris Law Firm is a team of experienced trial attorneys and negotiators who work to resolve clients' legal issues in the most efficient and cost effective way. Our fees reflect the value we add to your personal and business needs. In today's world, we know that no single attorney can stay up to date on every facet of the law.  Each of our attorneys, therefore, focuses on only a few areas of the law, allowing them to stay current in the most recent developments in their fields of expertise. Our Business Practice Group attorneys, for instance, are experienced in all facets of small business operations, reorganizations, and transactional law. Our Personal Legal Services Group focuses on family law, personal injury, criminal law, real estate, bankruptcy and wills/estates and probate. The Bankruptcy Practice Group of our law firm is a group of experienced lawyers recognized by the federal government as a debt relief agency helping clients file for relief under the Bankruptcy Code.