“The Importance Of A Lawyer” with Mark Furman of Tarlow Breed Hart & Rodgers

Nathan (1s):
Welcome back Radio Entrepreneurs, listeners and fans, I’m producer Nathan Gobes, filling in for Jeffrey Davis this morning. Very excited. I’ve got two of our venerable esteemed reporters by my side, Marc Z of Marc Z Legal Staffing and Mark Furman, Tarlow Breed, Hart, and Rodgers. Welcome gentlemen.

Marc Z (20s):
Thank you, Nathan

Mark F (21s):
Thank you Nathan, Marc. Nice to see you.

Marc Z (24s):
Nice to see you. Happy new year mark and happy new year. Nathan, hope you all the best in the new year.

Nathan (29s):
Thank you. Thank you. Well, Mark Furman, I’ve heard some reports that as we get into 2022, people are thinking about going rogue and running without their lawyer. And I hear you have some comments on, on that subject.

Mark F (48s):
Well, Nathan and Marc, I it’s the beginning of the new year and I just wanted to encourage business owners to think of the lawyers as a resource instead of as an expense. I mean, there is a reason that lawyers exist and I’m amazed at the number of cases that I see where legal documents are done by the client without using a lawyer or even worse prepared by the opposing party and not running those drafts by, by your, by your lawyer.

Mark F (1m 37s):
And I think it comes from the idea that lawyers are an expense item, which they are, but the idea of running things by your lawyer of courses, to save you from a situation where not everything is lovey-dovey, that things don’t work out there, unforeseen circumstances. So I’ll just give a couple of examples. Experienced sophisticated business person acquires a business has acquired 30 businesses in the course of this business person’s career.

Mark F (2m 24s):
So it makes a decision that this one can be acquired just using the same documents piece together from past deals. And it did say several thousand dollars at the outset, but the, the problem is that, you know, piecing together the documents resulted in a deal that didn’t make any sense in many ways, but among the ways were there were four agreements each provided for a different law to apply and each providing that there should be, should there be a dispute, it would be decided in a totally different place using totally different procedures.

Mark F (3m 22s):
So you ended up with a, a lawsuit and called Florida an arbitration in Atlanta, an arbitration in Boston and a lawsuit in the state or federal courts of a particular place in Massachusetts that had no state or federal court located in it. The end result was this multimillion dollar dispute had to be litigated in cases in four different places.

Mark F (4m 4s):
And the end result of course, was an enormous amount of legal fees to resolve the dispute. And for let’s call it 10,000, $15,000. It all could have been prevented. You know, there are some useful things that lawyer do lawyers to, to kind of make sure the deal makes sense. And in that particular situation, it didn’t occur to the, you know, to the client to, well, maybe we should check whether there’s any liens on the business.

Mark F (4m 49s):
And so after it hit the fan, it was discovered there were all sorts of lanes of the business, including super priority lanes like tax slings. And so it’s just, it was just a bad idea to do it yourself. And it costs the client an unimaginable amount of money to sort it all out after the fact.

Marc Z (5m 19s):
Mark, can I, can I just say something, you know, like it reminds me and we’ve always talked about with yourself, cause you’re, you’re one of the very best litigators there is, but your strength is first and foremost always been a good counselor. In other words, giving advice and helping clients prevent litigation and problems being proactive. And I think that like the old George Foreman expression pay me now or pay me later really does apply. And I, what’s also interesting is, and I’m a, you know, a recruiter staffing person with a legal background, but I always have advised people, even if you have a little background, get the right support and advice.

Marc Z (6m 7s):
So to avoid the problems that you’re doing, the right thing, when you enter the path, as opposed to going in the path saying we have this just to be compliant because that’s when the issues come and that’s what you’re talking about.

Mark F (6m 20s):
Right? And it’s, you know, I think there’s sometimes a perception that lawyers are deal killers. That that’s why they exist to kill deals. I mean, that’s just not true. Lawyers are there to help you understand the risk associated with the deal, not to kill the deal, but so that you, as the client can decide whether something is worth pushing back on or whether it’s an acceptable risk and most risks are acceptable, but there are some that are not, and it’s important to know about them.

Mark F (7m 7s):
You know, I had a case where there was, you know, an employment agreement, new hire by a company, significant hire. And, you know, there was a mutual understanding of, you know, how compensation would work. And so in order to save money, the employee had his lawyer write the employment agreement. So, and, you know, having the idea that, oh, well, all employment agreements are equal. The company just went ahead and signed it as present.

Mark F (7m 51s):
So there are, you know, fundamental questions that employers care about as opposed to employees. You know, employees would like to have permanent employment that obligates the employer forever and has the most favorable compensation terms possible, but employers may want to, they may decide it’s not a good relationship. And so, so a termination clause is an important thing.

Mark F (8m 36s):
I think every lawyer I know would want to make sure there’s a reasonable termination clause. And if you’re, if it’s not at will, then you want to be very specific about what the term is. You don’t want it to be ambiguous, whether they’re even could be a long term. And so sometimes, you know, people in their rush to make the hire, there’s so Excited to bring the person on don’t step back, show it to the lawyer, have a conversation about it.

Mark F (9m 22s):
And it’s so much better when I get the phone call, have an opportunity to look at the document, talk to the client. It’s not a lot of money. Employment agreements are generally, you know, no more than eight pages long and it doesn’t take very long to read them. And it doesn’t take very long to, to advise a client about it, but to be presented after the fact with the agreement that’s riddled with, with problems, you just kind of scratch your head and wish you would have the opportunity to prevent a problem, which would have been, I think, easy, easy to do, you know, comes up in real estate transactions, corporate transactions, employment, transaction, all sorts of situations that clients get involved in.

Mark F (10m 27s):
And, you know, as simple as, you know, the, what are the terms and conditions, if I order widgets from you, well, you know, there’s, there’s laws about how it works. If the, if, if I have a set of terms and conditions and I order something from you, but then you, you know, have a different set of terms and conditions. They’re never the same, but what is typically the case is private business owners don’t pay any attention to them until there’s a problem, right?

Mark F (11m 10s):
Nobody wants to look at the terms and conditions, I think since the blizzard of 78 until COVID yeah. And then it became, oh my God. Well, what happens? Because the cost of these goods says increased in value by 500%. And if I supply them, I’m going to go out of business. What do I do? What are the rules? What’s a forced measure, all these things, nobody pays attention to for what, 40, 40 years.

Mark F (11m 53s):
So anyway, use your lawyer for preventative

Marc Z (11m 59s):
Mark. You know, the, the other thing is just, you know, going back is I think that as you say now, the new year is everybody’s in many companies and organizations are looking to obviously deals that they’re doing or, or agreements that they’re pursuing, just have their lawyer, like, you know, yourself, your, so your transactional, you’re giving advice, be part of bring, bring your lawyer into the fold, because as you say, they’ll, first of all, you’ll continue to have advice to avoid pitfalls, to be current and everything. And it’s a reasonable cost of business doing business, as opposed to, as you say, not only the course later, but it’s amazing what people spend on other things.

Marc Z (12m 45s):
And they’re avoiding using their lawyers. I know people over the holiday were telling me that they got injured and I said, and they, they’re not hearing back from, you know, getting paid on time in terms of everything I said, and I said, did you speak to, are you being represented? And they said, well, yes. I said, have you talked to your lawyer about advocating for you? You know? So I think it’s, it’s literally, it’s the mindset. Again, if you can build in the, pay me now or pay me later, preventative, and also a good lawyer, a counselor like yourself can give continual advice, not only through the minefield, but what makes sense from business standpoint, the one thing I will disagree with you, there are lawyers that do kill deals that there, especially the in-house counsel sometimes, cause they’re really looking to advocate for the employer, or they’re just trying to do their job to say, you paid me to tell you all the pitfalls.

Marc Z (13m 41s):
However I know from yourself. And there are other very good, good people in different professions that really want the deal to happen, but want to make you protect it. And if they speak to somebody like yourself, you can say, look, here’s the issue, but here’s how we can deal with that to make sure you’re protected.

Mark F (14m 0s):
Yeah, I think, I think that’s all right. I think the mindset one has to have is of, you know, what value to lawyers provide? What values do your other service providers provide your insurance advisor, your, your accountant. I mean, they all, they’re all an expense item, but they’re there to help you make sure your, your books are in order in the case of accounts that you’re, you’re, you know, you have reasonable insurance coverage.

Mark F (14m 40s):
That’s another area that mindset gets to be it’s an expense. So let’s get rid of product liability insurance because of rates of Ghana. Usually not a idea because I defended those cases to run insured businesses, including very serious, very serious cases, the insurance I, so it’s no different with these other advisors is the mindset is what value would they provide? And it’s not, you know, many of us are not ignorant about business.

Mark F (15m 22s):
You know, I grew up in a, in a, in a business and family business. I’ve been involved in managing our law firm for many years and, and that’s a business too. And we have insurance costs and accounting costs and, and sometimes legal costs. And so like any other business and, you know, we have leases and employment agreements and all those kinds of things that other business folks have. So it’s just this mindset of seeing the value.

Mark F (16m 4s):
And, you know, I think it’s a little, I, I think sometimes when the economy turns, I think the focus gets on cutting every, every place possible. But during the good times, sometimes people feel like no matter what they do, it’s gonna work out because the times are good. But despite your youthful appearance, mark, unlike me, you’re old enough to know that, you know, the economy can turn and the good times don’t always exist.

Mark F (16m 44s):
And, and so in that you have to protect yourself against the downside to not every risk, but you have to identify, you know, material risks and decide what you’re comfortable with.

Nathan (17m 1s):
Right? Yeah. Yeah. If you think about your business, like a car, we all know about preventative maintenance. I don’t think anybody out there would say, well, why spend the money on an oil change when I can just wait until it breaks down and deal with it then? So it makes a lot of sense, mark. I want to thank you guys, both for joining. I’ll start with you Mark Furman. If people want to get in touch with you at Tarlow Breed, Hart and Rodgers, what’s the best way for them to do so.

Mark F (17m 28s):
I can be reached at M Fermin, F U R M a n@tbhr-law.com. Or you can call my direct line at, at my office 6 1 7 2 1 8 2 0 2 5.

Nathan (17m 47s):
Great it’s the new year. And as you people are putting through new deals, new, new agreements, and they should be reaching out to people like you, Marc Z of Marc Z Legal Staffing. How can guests, viewers, and listeners reach you

Marc Z (18m 2s):
Well, Nathan, first of all, thank you for giving me the opportunity to, to be part of this interview this morning with Mark markets. It just a great way to start the new year and to hear what you have to say, because you’re so right on topic in terms of really businesses really need legal advice and, and just the value of good advice as a counselor that you provide and attorneys provide to businesses and individuals. I can be reached principal, Google, Marc Z, M a R C, and the letter Z will come right up. Marc Z Legal dot com and they are C, Z L E G a l.com and 6 1 7 3 3 8 1 300.

Nathan (18m 49s):
Thank you both. And, and of course there, mark and Mark’s info and contact info can be found on the Radio Entrepreneurs website. If you’re joining us on YouTube, be sure to like comment, share and subscribe. That really helps. And if you’re joining through one of the podcasts sites, subscribe to us on there, every, every person helps immensely. So we can continue sharing content like this. Mark and mark will both be joining us regularly throughout 2022. And we can’t wait for more. So thank you both.

Marc Z (19m 18s):
Thank you. Thank you.

Nathan (19m 22s):
Thank you, mark. Happy new year to you too. We’ll be back with more stories after this break.