Bottom Line Business Insights : Maryland Business Lawyer & Attorney : Wagonheim & Associates Law Firm : Mergers & Acquisitions & Contractual Negotiation

Two months ago, our copier vendor called to tell us that our lease was almost up.  The purpose of the call was obvious -- they wanted to sell us a new copier.  The result of the call was a business lesson that we will use to guide us over the life of our firm. 

The end of our copier lease left us with three options:

1. Pay off the lease
2. Upgrade to a new copier
3. Explore our options. 

Paying off the lease would require one final payment equivalent to about 8 of our normal, monthly payments.  By month nine, absent an unexpected mechanical meltdown, we would be home free.

Our vendor (we'll call them Oldco) clearly wanted us to choose the second option.  They were offering a lease on a newer, faster copier for a slightly lower monthly cost.  The problem was, we had no problem with the old copier.  It was fast enough, scanned well, and a slight upgrade in speed, with perhaps a better stapler, did nothing for my bottom line. 

Our choice came down to either keeping the current copier or exploring our options.  Upgrading machines with no discernable benefit made no sense. 

Our search for other options took us to Advance Business Systems.  We invited both Advance and Oldco to make a presentation.  (Not that we're offering a million dollar copier contract, but whatever the money is, it's important to us.)  Our Oldco salesman walked into the presentation with the company's president and showed us some very nice brochures on the copier upgrade.  We could slightly reduce our monthly payments while increasing the speed of our copying and scanning.  (And maybe add a hole punch...I mean who's to say?)

Advance, on the other hand, scheduled a meeting at their showroom after asking us detailed questions about how we run our practice.  At their office, we were ushered into a conference room where we were given a demonstration of how their copier could integrate with our practice management software while helping us achieve the kind of document control system we had envisioned. 

The companies provided a stark contrast.  Oldco sold copiers.  Advance sold a document management solution that happened to work through copiers.  What became apparent was that somewhere in its development, Advance had decided that anyone could sell copiers and that anyone can claim to have reliable service.  To avoid becoming a commodity, Advance had to identify how it fit into its customers' development.   It had to figure out how it was more important than the other guy and then make that distinction apparent to its customers.  

Therein lies the lesson. 

When I now look at companies, I find myself asking:  "Are they Oldco or are they Advance?"  I've asked that of my own.  In so asking, I think I've found my answer and charted the road we, as a law firm, have to travel to ensure that we never become a commodity.  

My law firm's answer to that challenge as well as my request for feedback concerning other companies and the roads they've chosen, form the basis for future posts.

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I hate meetings.  To me, they usually seem like 5 minutes of substance packed into 2 hours.  In fact, the best part of any given meeting is time just before everyone gets there -- when you get a chance to chat with those who arrived early.  But then the "Agenda" starts, and anything resembling a productive use of time comes to a screeching halt.

And yet...some companies thrive on them -- in fact, thrive because of them.  The theory being that, done right, meetings can become short bursts of adrenaline, becoming a company's rhythm and tone. 

Verne Harnish, author of Mastering the Rockefeller Habits, writes:

One of the most successful practices any would-be gazelle  [Harnish's term for a nimble, fast-growing company] can implement is that of a daily huddle -- nor more than 15  minutes per group, in a room or on a daily conference  call, just to celebrate progress toward goals or identify barriers blocking that progress.

What too often goes without saying, is that it takes months of soul searching and sometimes years of experiments and failures for a company to discover its goals, barriers, and measurable "metrics" upon which to base its 15 minute boost.   

The latest statistics out of the Small Business Administration bear out that the vast majority of businesses fail within the first 7 years.  To excel, however, a business must focus beyond a question of mere survival. 

So if we accept, for the sake of discussion, that a daily 15 minute huddle, done right, would keep your company moving forward, the question then becomes: "what should be distilled into that 15 minutes?"  What is so important to your business that it should take up the only 15 available all-company minutes per day?  

My hunch is that if you find that, you would find the kind of adreneline boost that would turn your business into one of Verne Harnish's gazelles.

Question:  What is the central idea or them around which you would plan your 15 minute daily huddle for your company?

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In the last 12 months, my firm helped our clients close transactions and manage litigation in Maryland, New York, New Jersey, Connecticut, Florida, Delaware, Pennsylvania, Virginia, Texas, and Washington State -- all from our sole office location in Hunt Valley, Maryland.    We're hardly alone. 

Today, geographic boundaries are becoming less and less relevant to businesses of every size and description.  With that globalization (or at least "Americanization") comes the uncertainty of collection.  It is interesting that in an era where electronic communication is so commonplace as to jeopardize the two century old institution that is the U.S. Postal Service, the written contract -- often complete with real, live signatures -- has if anything gained in importance.

This fact was brought home to me yet again when consulting with a client concerning her company's $20,000 claim for arising out of work performed for a North Carolina firm.  The Purchase Order described the work, named the price, and outlined the payment and delivery terms.  And while my client thought it was sufficient at the time, she now realizes that she has no chance to recoup her attorney's fees, will not realize any interest on the overdue payment, and worse yet, has to travel to North Carolina in order to chase her money.

Every contract.  Allow me to repeat...every contract...should state where suit (or arbitration) must be filed in the event of a dispute.  These provisions may be called "Dispute Resolution" or even the technical, legal terms of  "Venue" or "Jurisdiction."  However called, the language must not only provide which state law governs the contract, but also which courts will have "jurisdiction" or power of review over any claims.  Had this provision -- two sentences at most -- been present in my client's purchase order, her customer would have to come to her in order to defend the claim, rather than force my client to throw good money after bad traveling to her delinquent customer's home state.

Lesson learned.

(If you have a contract question...or horror story...send it in.  It may prove useful to others or just serve as a source of amusement in a Schedenfreud sort of way.)

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