Last Tuesday, I gave a presentation to the New Orleans City Council as part of my lobbying efforts for the New Orleans Food Truck Coalition. Based on the recommendation of Ernie the Attorney, I used my iPad Mini and a mindmapping program, iThoughtsHD, to make my argument.

I used ScreenFlow to capture my presentation from the City’s website, and uploaded a clip to Vimeo. Apparently, Ernie tweeted it, and it was picked up by Jeff Richardson over at iPhoneJD. That generated 400 views (as of today). This morning, I released a post on PaperlessChase.com discussing why I enjoyed using the app, and why I plan on using it in the future.

Head on over to PaperlessChase.com for the full read.

Using iThoughtsHD and an iPad Mini to lobby for Food Trucks

I love technology. I especially enjoy discovering and learning technology that I can use to make my law practice smarter, faster, and more efficient. Teaching lawyers these same techniques is one of the goals of the good people over at PaperlessChase.com. Dane Ciolino and Ernie Svenson both love exploring how technology can help improve the practice of law. Megan Hargroder helps explain social media to lawyers based on her experience with her own social media company, Conversations, LLC. The three of them have been holding CLEs in the New Orleans, Baton Rouge, and Lafayette area for a few years now.

So where do I fit in? I enjoy using and learning new technology, and applying it to my law practice. My feedback helps us decide which products we recommend. I also enjoy teaching lawyers how to use new technology to make their jobs easier.

While we’re not talking about the latest technology, teaching, or kicking back a few brews at BBG, we’re blogging. At least we should be. This month, I wrote about sending a New Orleans Style Christmas Card. Except it’s not sent around Christmas. And people won’t throw it away a few weeks later. Head on over to the blog at PaperlessChase.com to read more.

Now Blogging on PaperLessChase.com

New Post on Silicon Bayou News: Lessons from a Failed Kickstarter

Food Truck changes are coming…

The City Code prohibit such rentals and is designed to protect New Orleans small business owners. Specifically, it’s designed to protect bread and breakfasts. Yes, there’s a permit for a bread and breakfast. The owners of these businesses need to pay for permits and pay for additional taxes. When private residences are rented out, they take business away from the small hotels, and increase the number of beds. An increased availability of rooms decreases the price. It’s simple supply and demand economics.

Luckily, the city doesn’t completely prohibit such rentals. They only require that you request a permit and pay the proper fee. Whether or not the city decides to actually enforce the ordinance is anyone’s guess. If you want to operate legally, the Bureau of Revenue and Finance can help you with that process. I can also recommend an attorney if you’d rather not handle it yourself.

Finally, if you’re coming to New Orleans, I highly recommend La Belle Esplanade on Esplanade Avenue. It’s nice, clean, and run by good people. They’re also a client of mine.

New Orleans Bed and Breakfasts Popup for Super Bowl

Before you add that new member, you need to make sure you have the authority to do so. Read your operating agreement, and make sure you’re following the proper procedure for adding an additional member. If you don’t have an operating agreement (and you should, even if you’re one member), then make sure that the members of the LLC have given their written and signed authorization to add new members.

Finally, if you’re adding new members to your LLC, and you don’t have an operating agreement, consider working with an attorney to develop one. Especially if you’re in a two member LLC. It may seem like an unnecessary hassle right now, but it’ll save you time, money, and trouble if you and your business partner ever get into a dispute. With all that said, here’s the step by step process to adding additional members to your Louisiana LLC:

1. Navigate to the Secretary of State’s Website at http://www.sos.la.gov/
2. On the left navigation menu, click on Commercial, then Corporations, then Search Database.
3. On the Search Database page, enter the name of your LLC.
4. Look for the line that says Charter Number. Copy that onto your clipboard.
5. On the left navigation menu, click on Filing Options and Aids.
6. Under the heading Online Filing, click on Subsequent Filings.
7. Paster your Charter Number from step 4 into the search box.
8. Click Next and confirm that this is the LLC you wish to edit.
9. Click File Amendment, then select Notice of Change, and click Next.
10. Click File Notice of Change.
11. The first screen lets you update your mailing address and registered business address. Do that, and click Next.
12. The next screen lets you add or edit your registered agent. This is the person who will receive all official correspondence from the Secretary of State, and the person who will receive the lawsuit if your business is ever sued. Consider listing your attorney. Click Next.
13. Finally, we can add additional managers or members. Click Add Additional Manager/Member, then enter the information. If your’e not sure whether someone is a Manager or a Member, this post provides more information. If you’re still not sure of the difference between managers and members, I happen to know a fantastic small business attorney in Metairie and New Orleans.
14. Click Next, and proceed through signing the Notice of Change and making your payment.

Seems easy, right? Well, that part is. The hard part is drafting an operating agreement that protects all your members and managers. The Secretary of State doesn’t have an online form for that.

Adding a Member to your Louisiana LLC

Keep an Accurate Accounting of Income and Expenses

Keep an accurate accounting of your business income and expenses. This year, I’ve been dealing with many business owners who want to file claims in the BP Oil Spill Settlement. Some have the documentation they need to show their losses, and they’ve been able to make significant recoveries. Other businesses do not have any financial records, and it’s harder for them to make claims because they can’t prove their income or expenses.

The BP Oil Spill Settlement isn’t the only reason to keep track of financials. If someone wants to buy your business, or if you need to plan for litigation, you need to know these numbers. Quickbooks will only set you back about $150, but having a clear financial picture of where you’ve been and where your business is going is worth well more than that.

Organize your Business Documents

Some business owners have documentation all over the place. All your business docs, such as leases, insurance forms, employment records, corporate minutes, and any other thing related to your business should be in one easy-to-find place. Also, someone else business the one business owner should know where these docs are, or how to find them, just in case something happens to you.

Put it in Writing, and Have it Reviewed by an Attorney

Without a doubt, the biggest issue I’ve faced this year is business owners who made an agreement without putting it into writing. It’s very hard for an attorney to help you if something goes wrong with that agreement. The second biggest mistake is not having that agreement reviewed by an attorney. Sometimes, the business owners do have contracts in place, but the contract doesn’t spell out their rights properly, or puts the client at potential disadvantage. Although all those “boilerplate” clauses at the bottom of contracts often seem unnecessary, they are there for a reason, and it’s important that your contact spell them all out.

So, that’s my suggestions. Keep your books in order, organize your legal documents, and put everything in writing (and make sure it’s in your favor). These steps do require a small investment of time and money, but they’re just that, investments. If trouble does arise, you’ll be glad you made them.

Happy 2013, Everyone!

New Year’s Resolutions for a Louisiana Small Business

A contract is a negotiation and an agreement between two parties where each party defines their expectations and obligations. Do not sign any contract without first asking how that contract protects you. If the contract does not protect you, it may be time to renegotiate your contract.

2. Never start work without a contract

This one may seem obvious, but sometimes people are anxious to get started on their new job. Do not fall into this trap. Never put the cart before the horse and begin work prior to signing a contract with the other party.

3. Never blindly accept the other party’s terms

We all sign contracts without reading through them. In business, this is a bad idea. if you do not understand something in the contract, ask. If there are terms that you do not agree with, try to negotiate better terms. If the other party refuses to negotiate, take some time to consider whether or not you really want to sign that contract.

4. Anticipate negotiation, and know your key points

When you present a contract to someone, expect that they will want to negotiate. When this happens, you need to know your key points. These change from contract to contract, but in general, you want to define when the customer will receive the product or service, when payment is due, what happens when the customer wants to terminate the contract, and any liability that might arise out of the contract.

5. Know when to lawyer up

If they show you their lawyer, you need to show them yours. Any time the other party wants to get their lawyer involved, make sure you have a lawyer representing your interests as well. A lawyer who knows that the other party is unrepresented, may try to take advantage of that person. This happens more often than you may think.

6. Always be specific and confident about money

When someone asks you how much something will cost, be confident and tell them. Never say that you’re not sure. If you do not know how much it costs, tell them you’re going to find out and will get back to them as soon as possible.

Next time you need to sign a contract with a customer or a vendor, follow these six key points, and you will be less likely to run into trouble down the line.

6 tips Louisiana Small Businesses Need to Know about Contracts

Martin claims that he has owned and operated “Wines Unlimited” in Louisiana since 1950. He alleges trade name infringement, trade name dilution, unfair and deceptive trade practices, and unjust enrichment. The defendant appears to have been operating since 1997.

This case will be interesting, because Martin didn’t register his trade name with the Secretary of State until August 24, 2012. He filed for the trademark with the Patent and Trademark Office on the same day. The defendant is based on Pennsylvania and filed a similar trademark on September 28, 2012.

Regardless of how this case turns out, the lesson small business owners can learn is that careful planning can prevent this type of dispute. Both companies should have invested in their intellectual property protections decades ago, when they started their companies, to ensure that they owned the rights in their names. A careful search by Wines Unlimited back in 1997 when they started their business may have discovered this Louisiana distributor. It would have been much easier (and cheaper) to change their name then.

Louisiana Wine Company Brings Suit over Business Name

The tenant was a bar that had live music and held big events. The tenant also made significant improvements to the building, which were never reimbursed. The tenant’s suit was based on the fact that he had relied on the landlord’s promise to extend the lease, and he lost out on income because of the broken promise. The parties were in front of the judge today to, first, argue whether or not the tenant had brought his suit within the statute of limitations (in legal parlance: whether or not the tenant’s claim had prescribed)and, second, whether the landlord should personally be named in the suit.

Both parties operated as Louisiana Limited Liability Companies. Both were small, closely held businesses, which were probably only owned by one or two people. The landlord asked the judge to strike his name personally from the pleadings, arguing that his LLC was the one who was liable, not him personally. In response, the tenant argued that the landlord had made several representations and had referred to the company by his own name several times, and therefore should be at least partially personally liable.

The judge granted the tenant’s motion, and ordered that his name be removed from the proceedings. This is a win for the landlord, because now only the LLC is involved in the litigation, and the business owner is no longer personally involved. Even though that could change down the line if discovery reveals that the business owner was commingling or otherwise ignoring corporate formalities, he’s at least safe for the moment.

Moral of the story? When you’re doing business, make sure you’re doing business as your business, not in your personal name.

Court Story: Louisiana LLC Protects Landlord from Liability