Check out our February newsletter!
We guide small business owners over rocky legal terrain so they can protect and grow their companies.
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February 2022
5 THINGS YOU NEED TO WEATHER A LEGAL STORM Gather These Now, Before It’s Too Late!
you from accusations and confusion by outlining the product or service you sell, clarifying what the customer can expect, and defining the payment terms. Ideally, the agreement on your shelf should favor you (e.g., giving you cancellation power) and keep the customer relationship going (e.g., with a contract). Update this regularly for the best results. 2. Recently updated corporate records: If a bank, licensing entity, or government agency asks for your corporate records, you need to have them at hand. These records can also come to your rescue in an argument with your business partner because you can point to proof of the decisions you made together. 3. Your company’s employee handbook: Having this on your shelf (and up to date) could save you from an expensive legal battle with an employee if they dispute your discipline. 4. Copies of your policies and procedures: It’s easier to update these than recreate them from scratch every time your management team argues or you need to train a new hire. Stash copies on your shelf to keep everyone on the same page. 5. Name and trademark protection: The best way to ensure you’re not infringing on another company’s name or trademark and protect your own from infringement is to register them with the state and, if needed, the U.S. Patent and Trademark office. Believe me — it’s much less expensive to register now than to end up on the wrong side of a lawsuit later. As you’re stocking your business’s pantry, keep in mind that business protection, like canning, is something you can’t do alone. You need a team to help with the tricky steps in the process. As a child, I canned strawberry preserves with both of my parents and all six of my siblings! You should rely on a business attorney like me, a responsive bookkeeper, a forward-looking accountant, and potentially even a business coach. We can help you draft your documents correctly and show you how to use them. Don’t wait for a snowstorm to stock your business’s pantry. Call me today, and I’ll help you prepare before it’s too late.
When I was a small child, one of my favorite winter treats was a thick slice of toast spread with homemade strawberry preserves. That jam was a family project. Every summer during my preteen years, we ventured out into the Washington state strawberry fields with visions of canning jars dancing in our heads. My siblings and I picked several crates of strawberries, then carted them home and set up our production line. Before the day was out, we had jarred enough preserves to fill a pantry shelf and smother our toast and vanilla ice cream all winter. Like Greg Brown sings in his song “Canned Goods”: “Taste a little of the summer / My grandma put it all in jars Let those December winds bellow and blow / I’m as warm as a July tomato” I was grateful for my family’s foresight whenever I wanted a sweet treat. With those preserves in our pantry, we were prepared for a winter storm that might keep us away from the candy aisle. In last month’s newsletter about “Little Bear,” I explained that you might be more prepared for business problems than you think. While it’s true that your heart, brain, and guts can do a lot for you, it’s also wise to give your odds a boost with a bit of extra preparation. Here are five things you should stock on your business’s “pantry shelf” now, just in case a lawsuit or dispute “storm” arises. 1. A strong customer agreement: A good customer agreement will define your responsibility and the customer’s. It will protect
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Brock vs. Brock The Man Who Sued Himself
In a move that shocked no one (except, perhaps, Brock), Judge Rebecca Beach Smith dismissed his case. While she did call his claim “ludicrous,” she also praised his creativity, stating that he “presented an innovative approach to civil rights litigation.” Perhaps the lawsuit against himself wasn’t his first or last attempt at legal restitution. He once filed 29 complaints in a single year. Due to the repeated suits, the court removed his ability to file further litigation. “None of Brock’s allegations have ever been found by any court to have any merit,” the decision read. “Because Brock’s repeated, frivolous claims have placed a significant burden on this court, as well as on the district court ... we hereby impose sanctions upon Brock.” Brock’s case ranked No. 3 on Time Magazine’s list of Top 10 Outrageous Legal Battles. So, while he didn’t achieve wealth, he did gain fame. It was an impressive feat for a man who found a novel way to take personal responsibility for his actions.
On July 1, 1993, Robert Lee Brock made a mistake. By his own account, he had a few too many alcoholic beverages that evening, and in his drunken state, he committed breaking and entering, as well as grand larceny. Brock was arrested, and the court sentenced him to 23 years behind bars at the Indian Creek Correctional Center in Chesapeake, Virginia. In 1995, Brock decided he deserved restitution. Reasoning that he had violated his own civil rights, he sued himself for $5 million. For his family’s pain and suffering, as well as his children’s college tuition, he requested $3 million. He also asked for $2 million to support his needs during his 23-year prison sentence. Central to Brock’s claim was that, due to his drinking, “I caused myself to violate my religious beliefs. This was done by my going out and getting arrested, which caused me to be in prison.” And since he was a ward of the state, he explained that Virginia should pay the $5 million on his behalf. After all, he was incarcerated and unable to work, and the state was responsible for his care. Plus, he promised to pay the money back after his release.
More Than a Pinch of Salt 3 Ways to Reduce Your Sodium Intake
seasonings available to liven up your food. Experiment with new spices; the bolder the flavor, the less you’ll notice the reduced salt. Garlic is a popular choice, but check the nutrition information — salt is included in many spice blends.
The average American adult eats 1,000 milligrams (mg) more than the recommended amount of sodium each day. Salt enhances flavor, is easy to add to food, and tastes pretty delicious. Unfortunately, too much of it is unhealthy and can cause high blood pressure or kidney damage. Here are some steps you can take to reduce your sodium intake without sacrificing flavor.
Keep the shaker out of sight. If you want to reduce the amount of salt you use, try putting it away. Keeping
Read food labels. Processed foods tend to contain a lot of sodium, so it’s best to shop for fresh meat, fruits, vegetables, and dairy. In particular, avoid premade sauces whenever possible. If you need to buy prepared meals, always read the label and look for items with less than 600 mg of sodium — the highest amount a meal can contain and still be labeled “healthy” by the FDA. Check serving sizes as well; 400 mg of sodium in one meal sounds good until you realize there are 2–3 servings in the package.
salt on the table increases the temptation to sprinkle a little bit more on your meal. You can still get up and get the salt out of the
cupboard if it’s really needed, but you’ll have the opportunity to reflect on your actions and make a more conscious decision. It will also help kids, who may instinctively reach for the salt or copy their parents.
Cutting salt takes time, but the preference for salt is an acquired taste, and it can be unlearned. It may take several weeks or even a couple months to get used to the flavor of reduced salt, but those who successfully do often find salty foods they used to eat unpalatable. Once the extra sodium is gone from your diet, you probably won’t miss it — and your
Try other flavors. We have easy access to more types of salt than ever, but unfortunately, sea salt, Himalayan salt, and kosher salt don’t contain any less sodium than the table variety. Luckily, there are plenty of other
body will be a lot healthier for it.
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TAKE A BREAK
Roses, chocolate, and fancy restaurants are Valentine’s Day staples for a reason. They’re classic and timeless, but if you’ve done them year after year, they could also get a little bit boring. To wow your significant other this Feb. 14, think beyond the most famous ways to celebrate. They’ll probably appreciate a twist — and the time you spent making their day special. Get Creative This Valentine’s Day NOT ANOTHER CANDLELIT DINNER
Create a relationship scrapbook. Nothing says “I love you” like a gift you’ve made with your own hands. By making a scrapbook of your favorite memories with your partner, you’ll
This succulent chicken stuffed with cheese, artichokes, and sun-dried tomatoes is impressive on the plate but easy in the kitchen! MEDITERRANEAN STUFFED CHICKEN BREAST
also amaze them with your sensitivity and dedication. A scrapbook can consist of photographs, restaurant menus, movie tickets, wedding invitations,
vacation souvenirs, and some carefully chosen words about why you value the relationship. Don’t be afraid to get inventive with your decorations or scour the internet for tips and tricks. Go stargazing. What’s more romantic than staring up at the stars? Your first step will be to find a local spot that’s dark and secluded enough for a good view of the nighttime sky. Once you do, your next course of action will depend on the weather. If it’s temperate, get a picnic blanket and enjoy the outdoors. If it’s cold, stay in the car, turn off the headlights, and snuggle up. Don’t forget to bring wine and a romantic snack. If all goes well, you might end up watching the sunrise. Schedule a couples’ spa day. Forget what you think you know: Spa days are for everyone. Your other half will love the opportunity to experience a massage, sauna, and other assorted treatments. Plus, many spas offer romantic couples’ packages with champagne and chocolate-covered strawberries. Once you’re both sufficiently relaxed and looking your best, you’ll likely feel closer than ever. Some spas also offer overnight stays so you can transition seamlessly into a romantic evening. All of these ideas will take a little bit of planning, so it’s time to start dreaming up your big surprise. When you see their reaction, your only concern will be how to top yourself next year.
Ingredients
• 10 large basil leaves, chopped • 2 cloves garlic, chopped • 1/2 tsp curry powder • 1/2 tsp paprika • Salt and pepper, to taste
• 2 chicken breasts • 2 oz mozzarella cheese, cubed • 2 canned artichoke hearts, chopped • 4 tsp sun-dried tomatoes, chopped
Directions
1. Preheat oven to 365 F. 2. Cut a slit lengthwise to create a pocket in the middle of each chicken breast. Place the breasts on a baking sheet. 3. In a medium bowl, combine the mozzarella cheese, artichoke hearts, tomatoes, basil, and garlic. 4. Divide the mixture in half and stuff each chicken breast pocket. Using toothpicks, seal the edges of the pockets. 5. Season the chicken with curry, paprika, salt, and pepper, then bake for 20 minutes or until the chicken reaches 165 F. 6. Remove the toothpicks and serve with rice, potatoes, salad, or roasted vegetables!
Inspired by DiabetesStrong.com
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INSIDE THIS ISSUE
Do These 5 Things Now to Save Your Business Later
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The Man Who Sued Himself Reduce Your Sodium Intake With These 3 Tips
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Mediterranean Stuffed Chicken Breast Creative Valentine’s Day Ideas
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Clean Hydrogen Explained
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Is Clean Hydrogen the Energy of the Future? What You Need to Know
entirely and use less electricity overall. In the case of blue hydrogen, they also say that simply capturing the carbon is not enough to ward off climate change. Energy experts who otherwise support clean hydrogen also point out that it’s currently much more expensive than fossil fuel production. The U.S. has launched a plan to bring the cost of green hydrogen down significantly by 2030, but its use currently accounts for less than 1% of total annual hydrogen production worldwide. Before clean hydrogen can be a viable energy alternative, governments and industries need to deploy significant resources to develop infrastructure, expand production, and drive down costs. Whether clean hydrogen will be a major future energy source depends on how much the world is willing to invest in it.
hydrogen is produced with methane, but the carbon is captured instead of released into the environment. Detractors argue that blue hydrogen is not more environmentally friendly than other existing technologies and point to its high costs. Proponents, however, consider it a stepping stone to the cleanest form of hydrogen. Green hydrogen comes from electrolysis, a process that splits water into oxygen and hydrogen. For the hydrogen to be green, the electricity used to create it must come from renewable sources like wind, solar, or hydropower. The process almost completely eliminates emissions, and it’s the form of energy the EU is investing in the most. One day, it may even power cars. But clean hydrogen has its detractors. Some environmental activists argue that we need to move away from gas power
The European Union has made substantial investments in clean hydrogen as a renewable energy source, hoping it can help reduce carbon emissions. With the infrastructure bill Congress passed in November, the U.S. is also looking to invest in new energy sources, including clean hydrogen. But what is clean hydrogen, and why has so much hope been placed on it? Hydrogen is already used today as an energy source, and while the hydrogen itself is clean, the process used to make it is not. The energy industry describes hydrogen using a color-coded system — hydrogen created with steam methane is gray, and hydrogen produced with fossil fuels is brown. Neither is considered clean energy.
Whether or not blue hydrogen is “clean” will depend on whom you ask. Blue
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MEET THE TEAM
Cassandra Salmonson
1. What activity instantly calms you? Creating art instantly calms me. My Zen is doing intricate/detailed art projects. They put me in a state of ease and my mind goes blank. Like upcycling a jacket I don’t wear anymore and sewing 5,000 sequins on it and, of course, in a pattern. Or painting dog portraits and doing thousands of dots on the finished painting to make it come alive. 2. Which family member has had the greatest impact on you?
had six children (I am the third and, yes, all from my mom and dad), then continued her education as we got older and got a master’s degree in nutrition, a psychology degree, and then decided to go to law school because she wanted to know how the law works but not be a lawyer. She is the embodiment of hard work, dedication, and love. 3. Are you an organ donor, and how did you come to that decision? Yes, I am an organ donor and personally think everyone should be. My decision was made because of my older sister. She was diagnosed with full kidney failure at the age of 13 after being hospitalized for pneumonia for a week and the hospital overdosed her on antibiotics and ruined her kidneys. She is 42 and on her third kidney transplant. 4. If you had unlimited money to start your own business, what would it be? I would buy a huge piece of land, start a nonprofit, and rescue dogs. I love dogs. They are selfless and give unconditional love. The United States kills over a million dogs a year in shelters due to ignorance and overbreeding. I think everyone should adopt and not shop as long as animals are being killed in shelters. Adopt, don’t shop. 5. Are you good at solving puzzles? I am a puzzle master. If a puzzle is out, I will sit there until it is done, and I can do them fast.
My mom. My mom is a warrior of all warriors. She graduated Cal Poly with a biochemistry degree,
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Why It Is a Good Idea to Have a Business Partner Operating Agreement
know, like, and trust your partner, but not be as comfortable with a stranger your partner wants to bring into business. That’s something you can address head-on and resolve in your agreement. Another thing that can be resolved in your agreement is the extent to which one partner in
Many business partners have asked themselves, “How can I anticipate and resolve legal disputes with my business partner before they even happen?” And that’s a great question
because it shows that you’re taking control. One thing that you want to do while everybody’s on good terms and cooperating is to set your deal in writing so everybody understands going forward what the rights and responsibilities of each partner are, and what the duties of each partner are.
the business is allowed to engage in other businesses on the side. Will the partner be allowed to engage in businesses that compete with your business or merely businesses that are non-competitive with your business? You can also discuss the amount of effort and time and commitment that each partner is expected to contribute to the business. Along with that, you can resolve what each partner is going to contribute to the business.
If you lay a good foundation, then you can really build a great business on top of that foundation, so sooner is better. Another reason taking action sooner is better is because in legal issues, as well as in life, you always
have more options at the beginning of the relationship than you do if, heaven forbid, the relationship deteriorates in the future. You’ve got a lot more control over your circumstances, a lot more ability to negotiate and
This is just a small list of the many things you should consider with your partner and put in writing. And I recommend that once you’ve stepped into the business world, you do it right and do it with the assistance of an experienced business attorney. The experienced business attorney is going to have an outside perspective and also a knowledgeable perspective based on seeing these types of patterns and situations happen over and over again. The experienced business attorney will help you crystallize what your goals and priorities are as well as the goals and priorities of your partner. And then together, we can come up with a solution that best meets those goals and priorities. If you’re one of those business owners who’s being proactive and resolving to build your business on a great foundation, please give us a call with any questions you may have, and we will be happy to discuss those with you and strategize with you on how we can keep that foundation with your partnership solid.
come up with a fair agreement with your partner at the outset than you do at the end. Plus, if you use an attorney to help you put your deal in writing, which you should, the costs to put your deal in writing and use a competent business attorney at the outset is going to be maybe a fraction of the cost you would spend with that attorney two years down the road if you had a severe business problem with your partner. And so the cost of doing it right from the beginning is substantially less expensive than the cost of solving a dispute once it has come up. If you make the decision to protect yourself and your business and protect your partner at the outset, one of the best things you can do with your partner is put your agreement in writing. One issue we can address in your agreement is, for example, what would happen if there was a deadlock in the voting. If, for example, you and your partner are 50/50, how would you deal with a situation where you’re both well intentioned but you can’t come to an agreement on how to move forward with the business? And so, we would discuss beforehand and put in your agreement the way you both want to go about resolving a deadlock. We can also address a situation about what happens if a partner wants to bring somebody else into the business. You may
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