5 Reasons Why You Need a Business Plan: Don’t fall for the “Walt Disney” syndrome.

So…by now you know what the “Special Announcement” is—-KLP will begin offering Business Plan Classes! One of KLP’s strongest corporate values is continuous education and we are pleased we will be able to start offering these services in January. For more information, visit www.kendricklaw.net.

For now, this blog is about the IMPORTANCE of having a business plan. There are many “business consultants” that say “You don’t need a business plan. XYZ Company didn’t have a business plan and they made millions!”. Well…that’s like saying “Walt Disney dropped out of high school so you don’t need a high school diploma.” Give me a break….don’t fall for that foolishness.

Here are the top 5 reasons a business plan is VITAL to the success of a business (unless of course you believe you are the next Walt Disney and EVENTUALLY…he needed a plan)

1. Business Plans are for YOU more than investors and the banks. While its necessary to have a business plan if you are soliciting investment funds or a loan, the business plan helps YOU the most as a business owner see your overall business strategy in writing. I update my business plan once a year…and I haven’t solicited for any money ever.
2. Business Plans are GREAT as reference points. Listen, your business plan WILL change at least 3 times during the course of a year. Circumstances change, personnel change, priorities change. So a business plan is not the “Bible” of your business, but acts as a general guide for your overall business strategy.
3. Business Plans force you to focus and think. A study says that humans have at least 10,000 thoughts a day. Having a business plan forces you to think and focus on your business and memorialize it on paper. This helps you weed out that “random and non-sustainable thought” you may have had during the day and hopefully focus on the most viable parts of your business.
4. Business Plans show you mean business. This is true for outside parties as well as to family and friends. How many times have you been at a gathering and someone has this “great idea” but hasn’t put it on paper or had their idea fully vetted? Would you invest $1M in a business that doesn’t have details on paper? I wouldn’t.
5. Business Plans protect you. This is where the lawyer hat comes on. Business plans should have a comprehensive section on risks where you lay out every conceivable risk with your business. This becomes helpful and protects you when you go to solicit funds because it’s a “CYA” on risks with investing or loaning to your business. If done right, no one will be able to say “You didn’t tell me……”

Well…if that wasn’t enough to show you Business Plans are a GREAT investment for your business, I’m not sure you would benefit from our classes. But viewhttp://www.youtube.com/watch?v=nRj3NcLEVcw from an actual KLP client if you don’t believe us.

But if you are serious about growing and protecting your business, check out our Business Plan classes and we hope to see you in January!

 

Best Professional Regards,

Dar’shun N. Kendrick, Esq./M.B.A.

For the Firm

3035 Stone Mountain Street, #630, Lithonia, GA 30058 * (678) 739-8109

Visit our website at www.kendricklaw.net for more information OR

– Book a FREE 15 minute phone consultation or 1-2 Hour POWER Business Consultation

– Learn “Why We are Different” (than other legal providers)

– Review our list of Completed Business Projects (What we can do for YOU!)

– Review the customized services we offer

Keep up with us on social media:
Twitter
Facebook
LinkedIn at “Dar’shun Kendrick”

Blogs at www.kendricklaw.wordpress.com

Slideshare at http://www.slideshare.net/kendricklaw

Biz Legal Contract Term EXPLORED: “Time is of the Essence” Language

BIZ Legal Contract Term EXPLORED: “Time is of the Essence” Language

Intro/Definition

“Time is of the essence” language in a contract means that the parties to the contract MUST strictly comply with the time requirements indicated in the contract if delay would cause material harm to the other side.If the contract says that 200 widgets must be delivered on January 1^st, showing up on January 2^nd is a breach of contract.

You may be asking “Uuumm…isn’t showing up on January 2^nd a breach of contract anyway?” Technically it is but Courts generally will only look at material breaches to award damages; that’s not a material breach. By adding this “time is of the essence” language, this MAKES the January 2^nd delivery date a material breach.

There are a few points to consider and be aware of whenever you seen “time is of the essence” language.

Points to Consider

1. “Reasonable time” language vs. “Time is of the Essence” Language– “Reasonable Time” language in an agreement allows for a delay in performing on either side (for example, delay in a construction project because of bad weather) whereas “time is of the essence” language is not based on reason; all that is  needed is material harm to the other party for there to be a breach.
2. Waiver of Provision– If you suspect that you will not be able to perform your part of the contract by the time stated, try to get a written waiver of this provision; a verbal waiver most likely won’t do”.
3. Specificity- “Time is of the essence” language means nothing if there are no specific times and dates to abide by. The more specific the language (such as including a specific time and time zone), the easier and more willing the Courts will be to enforce these specific provisions.

In Georgia…

Parties can WAIVE “time is of the essence” language by their conduct.  For example, if Co. A and Co. Z enter into an agreement by which Co. A will provide 200 widgets to Co. Z, 100 by September 1 and 100 by December 1, if Co. A provides 100 widgets by Sept. 15^th (15 days after the Sept. 1^st date) and Co. Z doesn’t object in writing, it would have been deemed that the “time is of the essence” language is WAIVED in its entirety. Therefore, a Court could hold that there is no material breach of the contract by failing to provide the widgets until 15 days after the required date. Furthermore, Co. Z cannot later complain if the remaining 100 widgets are delivered on Dec. 10^th, 10 days after the 2^nd delivery date of December 1^st.

NOTE: Waiver by conduct can be retracted with reasonable notification to the other party. In the above case, Co. Z would need to send a letter in writing that although the “time is of the essence” language was waived as to the first 100 widgets, it would not be waived as to the last 100 widgets to be delivered on December 1^st.

General Advice

This “time is of the essence” language can be a catch 22. If there is this strict language that binds one party, more than likely it will bind you as well and failure to strictly comply with the time restrictions in the least bit could leave you in breach of a contract.

Seek competent counsel to advise if placing this type of language in your specific business contract is prudent.

DISCUSSION QUESTION: What did you originally think “time is of the essence” meant before reading this blog?

Why Kendrick Law Practice?- We SAVE you money by:

1. Providing access to comprehensive legal AND business advice and consulting, creating value for
   your company’s investment in us.
   KLP’s Founder, Dar’shun Kendrick, holds a law degree and Master’s in Business
   Administration.
2. Providing security through our three (3) point guarantee:
   1. “24 hour guarantee”- You will receive a phone call from an attorney within 24 business hours of submission your information through our website;
   2. “72 hour guarantee”- You will receive your document drafted or reviewed within 72 business hours after payment (or it’s FREE!) and
   3. “Dispute guarantee”- KLP will negotiate the terms of any document that we drafted or reviewed FOR FREE should a dispute arise (*Does NOT include litigation costs.).
3. Providing predictability through our FLAT FEE pricing on most of our services. You know EXACTLY what you are paying for a completed document.

Biz Legal Contract Term EXPLORED: Integration/Merger Clause

Biz Legal Contract Term EXPLORED:

Integration/Merger Clause

Intro/Definition

A merger clause (also known as “integration clause”) is a clause, usually at the end of a contract, that states that this agreement encompasses all the terms and conditions of the agreement (i.e. no oral or outside agreements have been made that will be a part of this contract if not referenced within the 4 corners of this document.)

Points to Consider

1. If your contract has a merger clause, any side documents that don’t incorporate or override this document or any oral agreements WILL NOT BE CONSIDERED PART OF THE CONTRACT. That means that if the other party breaches something outside of the agreement with this clause, you have no cause of action. This final writing supersedes any previous negotiation terms so make sure you read and incorporate your negotiations into this agreement.
2. This is the rule that PREVENTS the outside agreements (written and verbal) from being presented as evidence for being part of a contract where the outside agreements would directly contradict the written contract with this clause; there are exceptions to the parol evidence rule but it depends on the facts; there are exceptions to this rule and you will need to consult your attorney for more information.
3. The agreement needs to state that “this agreement is the COMPLETE and FINAL agreement between the parties.” Any clause short of the words complete or entire and final agreement between the parties will give rise to an argument that there is NOT a merger clause

In Georgia….

Like the “time is of the essence” language we discussed in a previous post, parties can modify a written agreement even with this merger/integration clause, by their conduct. This applies EVEN IF the contract has a “no waiver” provision (stating that under no circumstances can this integration/merger language be waived by conduct.)

General Advice

If you and your attorney choose to put this language into an agreement, be careful to strictly to comply with the provisions in the contract and NO MORE. If there is waiver of this agreement, BOTH verbal and written side agreements can come into evidence and it quickly dilutes the original agreement and complicates any case.

DISCUSSION QUESTION: What would be some advantages of including this clause and some disadvantages? 

Why Kendrick Law Practice?- We SAVE you money by:

1. Providing access to comprehensive legal AND business advice and consulting, creating value for
   your company’s investment in us.
   KLP’s Founder, Dar’shun Kendrick, holds a law degree and Master’s in Business
   Administration.
2. Providing security through our three (3) point guarantee:
   1. “24 hour guarantee”- You will receive a phone call from an attorney within 24 business hours of submission your information through our website;
   2. “72 hour guarantee”- You will receive your document drafted or reviewed within 72 business hours after payment (or it’s FREE!) and
   3. “Dispute guarantee”- KLP will negotiate the terms of any document that we drafted or reviewed FOR FREE should a dispute arise (*Does NOT include litigation costs.).
3. Providing predictability through our FLAT FEE pricing on most of our services. You know EXACTLY what you are paying for a completed document.

Business Law 101: Top 10 Contract Tips Every Business Owner Should Know (Part 2)

http://smallbiztrends.com/2011/03/small-business-news-lessons-in-entrepreneurship.html (last accessed September 22, 2011)

The Story

This is a continuation of Part 1 from last week’s blog found here: http://wp.me/p1JRPo-11. If you already know the background information, please skip to the “My Perspective” Section.

Small Business News posted an article that gives a set of instructions or “things to know” for those that are interested in entrepreneurship. These include (1) Strategy, (2) Marketing, (3) Taxes, (4) Finance, (5) Self Development, (6) Start Ups, (7) Profitability and (8) Policy. While its true that an enterpreneur should know a little about all of these areas, none of this matters if you don’t know BUSINESS LAW 101. This is critical area and it’s unfortunate that it was missing from the list. I would hate to see an entrepreneur become truly SUCCESSFUL and then LOSE it all because they didn’t know the business legal basics.

In this blog, I will give you the last five (5) business contract tips every business owner should know. These tips are helpful whether you live outside of Georgia or in KLP’s exclusive jurisdiction of Georgia. It’s important to KLP as a law firm to use its knowledge and resources to benefit small business owners and keep them out of harm’s way. Kendrick Law Practice is here to keep Georgia business owners “IN business and OUT of Court” through document drafting, document reviewing and negotiating services as well as business consulting and advice. Visit us online at www.kendricklaw.net to learn more about how we combine comprehensive business and legal services to add value to our clients.

My Perspective: Top 10 Business Tips, Part 2

6. Make sure the other side has authority to bind. Nothing is more devestating than to go through the motions of securing an agreement with “the other party” only to find that the person signing the document had NO AUTHORITY to bind the company. Protect yourself by requesting meeting minutes specifically authorizing a particular person to enter into a business transaction with you, pull the Secretary of State records to make sure the person is a principal or, as a last resort, ask for something from the President or Board in writing giving authority to either a person (safer) or a position (not as safe but easier since people change positions).

7.Make sure your attorney understands the UCC Article 2 and can explain to you. The Uniform Commercial Code is the Law of Commercial Conduct and Article 2 deals specifically with the “sale of goods” (not services.) If you sell goods, make sure you have a business attorney that understands the U.C.C. because there are provisions in there that are SPECIFIC and UNIQUE only to “merchants”, i.e. businesses.

8.Read! Read! Read! NOTE: Saying “I didn’t read that” is not a legal excuse. It makes you look like  a bad business owner and will not suffice in Court. Read everything and ask your legal counsel questions.

9.Ask Questions! Ask Questions! Ask Questions! Your attorney should be able to provide answers to all your questions or know how to find out. While you are not an attorney, you can still be VERY involved in the decision making and legal analysis process.

10.Under GA law, businesses MUST be represented by Counsel. The case law in Georgia says “corporations” but it is safe to say that businesses shouldn’t take a chance of their documents and responses being thrown out of Court because they didn’t retain Counsel.  Do so today!

Conclusions

All of the items listed by this article are crucial skills and tasks every entrepreneur must juggle and think about. However, if you make LOADS of money and are HIGHLY successful, it can be taken all away because you don’t have the basic legal knowledge to protect yourself. KLP is here to help and we are standing by.

Discussion Question: What Other Contract Tips Would You Offer Business Owners?

Why Kendrick Law Practice?

1. We offer comprehensive legal AND business advice and consulting, creating value for
   your company’s investment in us. KLP’s Founder, Dar’shun Kendrick, holds a law degree and Master’s in Business
   Administration.
2. We offer a three (3) point guarantee:
1. “24 hour guarantee”-
   You will receive a phone call from an attorney within 24 business hours of
   submission your information through our
   website;
2. “72 hour guarantee”- You will receive your
   document drafted or reviewed within 72 business hours after payment (or it’s
   FREE!) and
3. “Dispute guarantee”-
   KLP will negotiate the terms of any document that we drafted or reviewed FOR
   FREE should a dispute arise (*Does NOT include litigation
   costs.).
3. We provide access to a number of opportunities and resources.
   For example…
1. Monthly e-newsletter: Sign up by visiting
   www.kendricklaw.net;
2. Facebook: www.facebook.com/kendricklawpractice;
3. Twitter: www.twitter.com/kendricklaw
4. LinkedIn: http://www.linkedin.com/in/darshunkendrick
5. Weekly Blog Discussions: www.kendricklaw.wordpress.com
6. Partnerships: www.kendricklaw.net/partnerships;
7. Weekly Consultations: www.kendricklaw.net/consultations; and
8. Blogtalkradio: www.blogtalkradio.com/kendricklaw