Business sales and having your own attorney

I'm gearing up to help the purchasers of a business that has gone bad, and I'm mad.

My clients came in, and informed me that they'd purchase ABC Business. Once they bought the business, they quickly found out that--contrary to the seller's representations--the business was loaded with debts which the seller intentionally failed to disclose to my clients. Bad, but seems straightforward enough, doesn't it? Surely that would constitute a breach of the sales agreement, wouldn't it? Well, not so fast--here's where things get interesting.

Seller talked my clients into using his attorney to draw all the documents. The documents, at first blush, looked like a standard set of business sale documents, except for the part where the seller's attorney cut out all warranties of title, and basically provided that the buyers were taking the business "as is."

The lawyer, hired by Seller, had his fee paid equally between the buyers and the seller--all the while knowing that the seller was hiding from them tens of thousands of dollars of liabilities. That's a breach of his ethical responsibility, one that may cost him.

It's too early in the game to discuss details of what I intend to do on my clients' behalf, but let me use this opportunity to offer some advice to other potential business buyers.


1. NEVER use the seller's lawyer to represent you in a business purchase. The case I mentioned above is extreme--most lawyers wouldn't purport to represent both sides yet withhold information from one party that the other is lying. But often, this joint representation is "de facto"--i.e., the lawyer represents that he represents the seller only, but the seller is telling the buyer that he really represents both sides. Don't fall for this trap. You need someone to specifically protect your own interests as a business buyer--especially if (as here) you're a first-time buyer.

2. Make sure your purchase agreement contains all the representations IN WRITING that the seller has been making to you verbally. Sounds easy, right? But often, a seller will make lots of verbal statements that for some reason don't find their way into the written document. And the standard sales agreement also contains a clause providing that the only representations being made are in writing, and that no other representations have been made. If you, as a buyer, sign this, you may not later be able to rely on oral representations made to you earlier. In the instant case, the seller, of course, made all sorts of representations about the business being free of any liabilities. But, in the document cooked up by the seller's attorney, absolutely no representations were made--as to amount of property, as to title to the property, or anything else. Think about it: if a seller expects you to give him money for his business, shouldn't he--AT THE ABSOLUTE VERY LEAST--be willing to say "I am the owner of this business, and have good title to the business?" Of course. But with my clients, the owner wasn't willing to do that. They should've smelled a rat right then.

3. Do your due diligence! Many business buyers are investing their life savings to follow a dream of running their own business, but get so excited with the dream, that they blind themselves to the realities. Take the time to look under the hood. Investigate the business finances, do a background search of the seller, do everything a smart person should do to make sure you don't get yourself into a quagmire!

If you're involved in a bad business purchase in North Carolina and need help, call me at 704-735-0483, and set up an appointment.

"Movin' On Up To the East Side. . .

To A Deluxe Apartment In The Sky." (Theme song from "The Jeffersons" sitcom, 1975-1985, brainchild of Norman Lear)


Many thanks for Sarnoff Court Reporters and Legal Technologies for a fabulous evening last night. We enjoyed wining and dining (Jason even cooked for us!) at the fabulous Sarnoff Penthouse Suite on Pine Street in California.

Bravo to the multi-talented, multi-tasking Jason Buktenica!


Jason D. Buktenica
Business Development Executive
Sarnoff Court Reporters & Legal Technologies
450 Sansome Street, Suite 1550
San Francisco, California 94111
Phone: 415.274.9977 - Fax: 415.274.9998
Cell: 415.999.5970

Happy Turkey Day

And remember in the words of Curtis Mayfield, "Just Be Thankful for What You Got."

Thankful for our jobs, if we have them

Thankful for our skills, because we have them

Thankful for our friends, because we need them

Thankful for our health, because it is all we have

Have A Wonderful Thanksgiving!

Knitting, Knoshing and KNITworking

We had a GREAT time last night (thanks Danette Rugg and Gina Tsai of Paulson Esquire Court Reporters). We welcomed at least four new members - special shout out to Murry Wheeler who came over from the East Bay - "Oakland in da house!"

I/we discovered SPAM Roll (Gina, I'm going to get you for turning me on to this because it is SO delicious). There will be a SPAM quiz in the coming weeks ;)

So many new and exciting projects - Lara is working on a really nice tablecloth, Bryanna has some cool curtains coming along and Gina's baby blanket is coming along so well. . .

OH - another "shout out" to Melissa Lyon - this was her first meeting and first time knitting and she picked it up in about ten minutes. Gina is a great teacher!

"Keep on Crafting"

Paris Hilton Sighting in San Francisco

San Francisco paralegal, John Cervantez, stumbled upon Paris Hilton while shopping at Macy's Union Square. John reports that as he was descending the escalator to the first floor, he spotted a mob scene, and much to his suprise he looked up and stared directly into Paris Hilton's eyes.

They gave each other the cursory "once over," and not to be mistaken for papparazi, John smiled (not a grin - just a smile) and went about his business.

Apparently, Ms. Hilton was in town promoting her new fragrance "Fairy Dust."

Thanks for the tip John!

Remember, celebrity sightings always welcome ;)

Dot

An Interview with Sue Ann Jaffarian

Q: I just finished “Thugs and Kisses,” my first Odelia Gray mystery and I loved every minute of it. I could not put it down – literally. I could relate to Odelia on so many different levels. Especially the tote bag. However, I wondered – does Odelia ever have hot flashes? I found myself so jealous of her lounging in her pajamas ;)

Hot flashes are mentioned a few times in my books, especially, in “The Curse of the Holy Pail,” but I haven’t quite decided how to incorporate menopause into other books, or if I will. But it is definitely on my mind, since I’ve already traveled that road and Odelia is a few years behind me.

Q: Seriously, when did you first know you wanted to be a writer? At what age did you learn to read?

I don’t remember reading until I got to school and learned how, but did have a lot of books as a young child. When I was young, I wrote a lot of little stories and poetry, and once when I was in junior high I wrote what I thought was a book and sent it off to a publisher in New York. I’m sure they had a big laugh when they received a handful of handwritten pages from a twelve-year old. They actually sent me a letter back suggesting that I take classes if I was interested in becoming a writer. That was my first rejection letter, and I wish I had kept it. It would be the jewel amongst my other rejections. For years after, I dreamed of being a writer, especially in high school and college when I read as much classical literature as I could get my hands on. I would even go into libraries and book stores, find where my books would one day be on the shelf, and spread the books apart to make room for them. Later in life, I made several starts on books, but never completed any of them. Didn’t even get past the first few chapters. It wasn’t until I was 42 years old that I finally realized if I was going to fulfill my dream, I had to get serious and make it happen. That was the real beginning of my writing career today.


Q: What are the similarities and differences between Odelia and Sue Ann?

My pat answer is that Odelia is much nicer than I am, swears less, and has a better wardrobe. All of which is true. But seriously, we are very much alike, if not the same, in temperament and in the way we see the world. I make up the plots and scenes and say to myself “what would I do in this situation.” Although I write other books, such as the soon to be released “The Ghost of Granny Apples,” Odelia is really the only character drawn so closely from my own personality.

Q: Do you see Odelia as a role model?

I hope she is and many readers have written to tell me how much she means to them. Not that I hold myself up as some great example of how to live life (Yikes!), but in Odelia, as in other characters in the series, I wanted to show that people who don’t fit the Hollywood or Madison Avenue molds are not only attractive, but vibrant and real and capable. These are the real role models. The real heroes and heroines of life. There are far many more Odelias and Gregs in the world than the glamorous types we see in the movies and on TV. Although, Odelia Grey can be insecure in many ways, for the most part she is very sure of herself and her place in the world. She doesn’t wait for people to accept her, nor recoil if they don’t. She puts one foot in front of the other with a “bite me” attitude towards bigotry and ignorance.

Q: Have you ever worked for a guy like Steele?

Not exactly, but I’ve worked for people who have displayed many of his traits. Basically, Mike Steele is a good guy, but wears his personality flaws, such as arrogance, snobbery, and entitlement, on his sleeve. He’s an ass, but in the end a loveable ass.

Q: Have you ever found yourself in any true-life crime fighting situations?

Thankfully, no. Not even close. Though I do wear underwire bras, just in case.


Q: Are you still working as a paralegal? When did you know you had “made it” as a writer?

Yes, I am still a full-time paralegal in Los Angeles. Funny thing about writing novels, you can “make it” in terms of successful book sales and readership, but still not make enough money to support yourself. If being able to support yourself with writing is the litmus test of “success,” then it’s safe to say that most writers are failing, since only a very small percentage actually support themselves through their books (without the help of a spouse or partner to pay the bills).

Personally, I considered myself as having “made it” when I first saw “Too Big To Miss” on book store shelves around the nation. Being a published author was my first goal. Having succeeded at that, I set another goal – being able to sustain a successful series through several books. That, too, has been accomplished, so now on to the next goal – to sustain two successful series. That will be determined next fall when “The Ghost of Granny Apples” is released. The goal after that is to have published a non-mystery novel. I’m currently working on making that a reality.
A successful writing career is a lot like dieting. You set small attainable goals along the road to the big goal, and you celebrate each accomplished small goal to keep you focused and enthusiastic.

Q: Is your firm supportive of your writing career?

My firm is very supportive of my writing career. They allow me to have a fairly flexible schedule, within reason of course, to attend conferences and events, and are proud of me when I show up in magazines and newspapers. Many of my co-workers, both attorneys and staff, are faithful readers of my books and attend my book launches.

Q: In what ways do you find that being a paralegal is similar to being a writer? In what ways is it similar to solving mysteries?

The two careers use similar skills, such as good communication (both written and verbal), research, flexibility, the ability to organize facts, and time management. Just as I must make my deadlines in my legal work, so I must hit deadlines in my writing. The same goes with paralegal work vs. solving mysteries. Both involve reviewing information, finding correlations, and organizing it into sensible possibilities or useful tools.

Q: Have you written any non-fiction?

No, I haven’t.

Q: Last question – any chance that Odelia and Greg will now become a “team of sleuths.”

Keep reading.


Below is a list of books by Sue Ann Jaffarian
* Too Big to Miss (Odelia Grey Mystery)
* The Curse of the Holy Pail (Odelia Grey Mystery)
* Thugs and Kisses (Odelia Grey Mystery)
* Booby Trap (Odelia Grey Mystery, coming Feb. 2009)
* The Ghost of Granny Apples (Granny Apples Mystery, coming Sept. 2009)
* Corpse on the Cob (Odelia Grey Mystery, coming Feb. 2010)

In addition, Ms. Jaffarian has contributed short stories to two published anthologies:
* Love at Large
* Carols and Crimes, Gifts and Grifters
Also, her publisher, Midnight Ink, has contracted with me for a total of twelve Odelia Grey novels and for three Granny Apples mysteries, so there are many more books to come.

Ms. Jaffarian’s books can be purchased in all the “usual places,” including amazon.com

-Dot