You Mean, You're Really Not My Lawyer?
Cliff Ennico
www.creators.com
It happened again last week.
I had just returned to the office from a trip to the West Coast. In addition to the usual West-to-East jet lag, my flight passed through some pretty heavy weather in the Midwest. We were on the ground at Chicago#146;s O#146;Hare airport for about two hours while the plane was buffeted with 50-mile-per-hour winds. I arrived back home at 2 a.m. and slept until about noon the next day.
It was only then that I checked my e-mails, and found a message from a company I#146;d never heard of, addressed to all of the company#146;s shareholders, announcing the company#146;s annual meeting the following week. For some reason I was copied, or #147;cc#146;d#148;, on the message. I responded politely to the message, saying #147;thank you for inviting me to your annual meeting of shareholders; unfortunately, I can#146;t attend due to a prior commitment.#148; Which was true #150; I had to speak somewhere that evening.
The e-mail response was immediate: #147;Cliff, you#146;ve got to attend our meeting! You#146;re our lawyer, and we need you to run the meeting!#148;
My first response was shock #150; how could I have been so dumb as to forget a client#146;s annual meeting? But when I checked my calendar and waded through my #147;active client#148; list, I couldn#146;t find any reference to this company. I finally called the company president (who had sent the e-mail), apologized for my poor memory, and asked how we knew each other.
It turned out that we had met several months earlier at a trade show in New York City. The president had mentioned something about needing a corporate lawyer, and I had given him my card with an invitation to call me at his convenience. We had had no communication at all since that time, but the President assumed that I had agreed to act as the company#146;s lawyer. Since the company always held its annual meeting on the first Friday in December, he simply sent his usual notice and copied me.
Needless to say, it was a pretty long call while I explained to him the legal consequences of sending an e-mail with a #147;cc#148; to an attorney. Not only did I have to send him a letter by certified mail disclaiming the existence of any lawyer-client relationship (what lawyers call a #147;nonrepresentation letter#148;), but I had to send e-mails to all of the company#146;s shareholders explaining that I had not at any time provided legal services to the company. I tried to do it in as nice and positive a way as possible, but it had to be embarrassing to the company president to admit to his shareholders that he sent out an annual meeting notice without retaining legal counsel.
The irony is . . . I get e-mails like this every few months or so. It is simply amazing to me how many entrepreneurs #150; sometimes very successful ones, as was the case here #150; do not know how to go about hiring a lawyer, accountant or other professional.
Here are some tips for those of you out there wondering if you have a lawyer or not:
If you don#146;t have a written fee agreement with an attorney, and have never received a bill from that attorney for legal services, that person is not your attorney. You will have to sign an agreement, and possibly pay an upfront fee (called a #147;retainer#148;), before you will get on his or her calendar.
If you take any action that might have legal consequences and fail to solicit input from your attorney before doing so, an attorney is not obligated to assist you #150; they can say #147;no#148;, just like I did. The time to get an attorney on board is BEFORE you take any action that might have legal consequences.
No attorney I know will call you #147;out of the blue#148; just to find out if you need their services or remind you of important dates #150; there are rules of ethics prohibiting them from doing so, they are just too darn busy, and let#146;s face it, you really don#146;t want to pay your attorney for #147;social calls#148;. If you need legal help, the responsibility is yours to initiate contact with an attorney.
Always remember that your attorney is working for multiple clients at any given time. While you may be an important and valued client (and I believe an attorney should never have any UN-important clients), you cannot assume that your attorney will be able to drop everything else they#146;re working on and focus their attention on your immediate problem. Give them as much notice as you yourself have, and be sure to let them know when you absolutely must have an answer, or a document, or a meeting.
Communication is the key to all successful relationships; if you don#146;t communicate well with your attorneys and other key advisors, you can#146;t really blame them if they don#146;t communicate well with you, or fail to show up at your annual meeting.
Cliff Ennico (
cennico@legalcareer.com
) is a syndicated columnist, author and host of the PBS television series 'Money Hunt'. His latest book is #145;Small Business Survival Guide#146; (Adams Media, $12.95). This column is no substitute for legal, tax or financial advice, which can be furnished only by a qualified professional licensed in your state. To find out more about Cliff Ennico and other Creators Syndicate writers and cartoonists, visit our Web page at
www.creators.com
. COPYRIGHT 2005 CLIFFORD R. ENNICO. DISTRIBUTED BY CREATORS SYNDICATE, INC. Permission granted for use on DrLaura.com.
