Good communication goes long way, MM&R says

p05 atty of SWILBy DENNIS GRUBAUGH
    Communication, proper planning and good advice go a long way to help entrepreneurs and established businesses avoid legal entanglements, say two shareholders from Mathis, Marifian and Richter.
    The Belleville-based firm serves clients big and small and works on cases throughout the country. That experience is key when it comes to advising individuals, companies, nonprofits and others about business dealings.
    “On a firm-wide basis we are a one-stop shop for businesses,” shareholder Greg Coffey said. “We’ve got everything from mom and pop to companies with lots of employees and lots of owners.”
    Advice covers the “life cycle” of a business, from birth to disposition.
    “Getting involved in it for the first time, we can help determine entity selection,” said Coffey. “Should I do a business as a sole proprietor or as a corporation or as a limited liability company? What are the tax consequences?”
    Startups have particular needs for information on such things as financing, business plans and alternatives.
    “Part of our goal is to give them meaningful information so they can make informed choices,” Coffey said.
    Another goal is to help businesses stay out of legal difficulties. Shareholder Bill Niehoff, who has more than 30 years’ experience, said there is an advantage for businesses to have the right lawyers.
    “One of the things you can do to defend against a claim is to have a qualified legal team that knows the courts, knows the judges, knows the attorneys and knows the law,” he said.
    Niehoff said he advises corporate clients to “be proactive.” Operate a business in such a way that you understand the contract and obligations under the contract and document your compliance under the contract. Positive documentation can make a huge difference in how a case is approached.
    Clyde Kuehn, “a very smart lawyer” and former judge now with the office, is fond of saying that only the bad cases are tried, Niehoff said.
    “The good ones are settled because one side or the other recognizes they have some liability, or there are reasonable grounds on which a compromise may be had,” he said.
    Coffey said the extent to which the contract is “memorialized,” or made specific in writing, is significant, whether it’s a contractor agreement, a shareholder agreement or anything else.
    Such contracts must be clearly reflective of each side’s rights and any remedies.
    “Those tend to inoculate and help prevent protracted litigation,” Coffey said.
    Niehoff, who handles many construction-related contracts, says they can be complex.
    “That is one area where I’ve practiced a lot lately, and the documents on the front end of these things can be many inches thick,” he said.
    Business owners must pay attention to topics as varied as collections, mechanics liens, invoices and employment discrimination (around which properly drafted employee manuals are essential).
    There are times, though, when litigation cannot be avoided, often for example, when strong action is needed or a party takes a position an opposing party misunderstands the law or facts and takes unreasonable positions.  on principal and refuses to settle.
    “It’s all about minimizing risk,” Niehoff said. “Businessmen often will take legal documents and sign them without really understanding them.” The wrong move and an owner can lose a key client — or everything.
    “There are a whole host of intermediary steps that folks can take short of a complete default on an agreement,” Niehoff said. “Good communication can help avoid problems before they become expensive.”
    Coffey added: “Whether it’s transactional work or litigation, a hallmark of MMR is thoroughness, attention to detail and communication with the client.”

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