• Should I Hire a Lawyer to Help with My Commercial Lease Agreement?

    By on April 28, 2017


    Commercial lease agreements are one of the most common contracts small businesses deal with.

    If you’re not operating your business out of your home, or if you don’t own the building your business operates out of, chances are you’ll be signing on the dotted line as a tenant in a commercial lease agreement.

    These documents can be lengthy and complicated, with unusual terms like triple-net, insurance requirements, hazardous waste language and more. It can be a lot for a busy small business owner to process. And, if you’re just getting your business up and running, funds for attorneys can be limited.

    Do you need a lawyer to draft or review and edit your commercial lease agreement?

    As we lawyers are fond of saying, it depends. There are a number of variables that may affect your decision. Ask yourself these questions to get an idea of what makes sense for your particular situation:

    • Do you have a commercial real estate broker working for you? If so, the broker likely has commercial lease forms that he or she can adapt to your situation. While real estate brokers are not allowed to give legal advice, most of them have seen a lot of leases, and their forms tend to be pretty good. Also, having your broker do as much of the drafting as possible saves you money: Brokers are typically paid by commission, not hourly.
    • Are you the tenant or the landlord? Typically, the landlord, the landlord’s broker, or the landlord’s attorney will prepare the first draft of the commercial lease, with the tenant, the tenant’s broker, or the tenant’s attorney reviewing and suggesting changes.
    • How complicated and expensive is the lease? If it’s a 20-year lease of an industrial building, with relatively complex hazardous waste and other issues, it’s probably worth it to involve an attorney. On the other hand, if it’s a short-term lease of space for a fruit stand, it might be best to save your money.
    • Does the other party have an attorney? If so, that may be an indication that there is sufficient complexity to the deal to warrant at least having an attorney review the lease.
    • Do you or your broker have a relationship with an attorney who is knowledgeable about commercial leases? If so, involving an attorney will probably be faster and more effective than wading into the legal marketplace and shopping for a lawyer.

    Have you decided to hire a lawyer to help with your commercial lease agreement?

    If you do decide to engage an attorney to draft or review a commercial lease agreement for you, there are some steps you can take to save yourself time, money and hassle. This assumes you’ve located a lawyer either because you already knew him or her, or you found the lawyer via referral.

    1. Tell the lawyer specifically what you want him or her to do. Is it drafting the commercial lease or reviewing it and providing you with comments and recommendations? Reviewing will usually be less expensive.
    1. Ask the lawyer to quote you a flat fee for the work. Tell the lawyer how long the lease is or, if the lawyer will be drafting the lease from scratch, give him or her some details about the transaction to help the lawyer give you a price. Ask for a fixed price, not an estimate. When drafting from scratch, some lawyers are reticent to quote a fixed price, because they are not sure of all the issues before they start. Our firm, EagerLaw PC, offers a fixed price review and written comments for commercial leases for $899.00 for leases up to 25 pages.
    1. Tell the lawyer when you need the work to be completed. Ask the lawyer to agree to have it completed by that date. One common complaint from small business owners and brokers alike is that lawyers take too long to do commercial lease work. Get a commitment from the lawyer up front.
    1. Once you have agreed on a price and a timeline, make sure the lawyer has the letter of intent or similar document that lays out the critical pieces of information about the lease. This typically includes the price, the term of the lease, how maintenance is to be handled, etc. Giving this to the lawyer up front can avoid time-consuming (and potentially expensive) back-and-forth as the lawyer tries to learn enough about your wishes to make sure the lease achieves them.

    There is no question that many, many small businesses benefit from involving an attorney in their commercial lease transactions. Small business owners who approach the attorney relationship prepared to get the most out of it are more likely to come away with a positive experience.

    Read more
  • March Entrepreneur Report: Most New Bend Businesses Yet

    By on April 12, 2017

    More new businesses were registered in Bend in March than in any month so far in 2017, according to the newest installment of our Bend Entrepreneur Report. In March, 328 new businesses were registered in Bend, versus 297 in February and 325 in January.

    “Bend’s strong March business creation numbers are consistent with strong statewide and national employment data and sustained first quarter small business optimism, as reported by NFIB small business optimism in the first quarter. Bend appears to be setting itself up for a strong summer,” said Jeff Eager, attorney and founder of EagerLaw PC.

    Bend’s ratio of new businesses registered per 100,000 population continues to exceed the state average. Bend’s rate was 376.95 per 100,000. The state average was 156.66 per 100,000.

    The Bend Entrepreneur Report is prepared using Oregon Secretary of State business registration data. The Report is released monthly, initially via facebook live on the EagerLaw PC page. Like our page and watch for notices to tune in to get the latest new business info.

    Read more
  • February Entrepreneur Report: Bend Closing In

    By on March 9, 2017


    Is Central Oregon the most entrepreneur-friendly region in the state? Our February installment of the Bend Entrepreneur Report certainly points in that direction: The only city in Oregon with more new February business registrations than Bend was Portland.

    As we did last month, EagerLaw analyzed the Oregon Secretary of State’s data on new business registrations, and here’s what we found:

    • 297 new business registrations were associated with Bend addresses, an 8.6% dip from January’s figure of 325 new business registrations in Bend
    • Statewide, February’s new business registrations were down 7.3% from January, which we attribute partly to the shortened work month and partly to the traditional New Year’s push to start new businesses
    • Overall, 133 businesses were registered per 100,000 Oregonians in February
    • At 344 new business registrations per 100,000 people, Bend more than doubled that statewide measure
    • In fact, the Central Oregon region as a whole outpaced the state, with Bend, Redmond, Prineville, Madras, Sisters, La Pine, Sunriver and Terrebonne combined registering 337 businesses per 100,000 people last month—more than two and a half times the state average
    • Portland, by comparison, saw 225 new business registrations per 100,000 residents

    It all indicates that entrepreneurs continue to view Bend and Central Oregon as smart places to start new businesses, possibly more so than anywhere else in the state. Our data showed that in February, more new businesses were registered in Bend than in Salem and Eugene combined.

    In sorting through the data, we worked hard to narrow down Bend’s business registrations to actual Bend-based businesses. To that end, we tossed out any new business registrations that had principal places of business outside of Bend. We also didn’t count new assumed business names that were very clearly associated with established Bend businesses and did not indicate new business activities—so, for example, if beloved Bend widget factory ABC Widgets, Inc. registered an assumed business name of ABC Widgets, we wouldn’t have counted that, no matter how great we thought their widgets were. Finally, we limited our list of new Bend business registrations to Bend addresses, but there could still be some Deschutes River Woods, Sunriver, or Tumalo businesses that made it onto our list simply because those areas, while not officially in the City of Bend, can have Bend addresses.

    What else did we learn about February business registrations? The list showed spring is on its way (really, it has to be, right?): There were at least 10 new cleaning business registrations last month, three related to yard care and another three associated with window cleaning, and at least five new business registrations in the exercise and nutrition industries.

    Construction-related business registrations remained strong in Bend, with at least 14 new business registrations in that industry. Perhaps not surprisingly, there were at least four new cannabis-related Bend business registrations in February, compared to just two in the more mature beer industry.

    Overall, we think February’s business registration data is encouraging. We’ll take a look again next month and let you know how March compares. In the meantime, if you’ve had enough of watching other entrepreneurs carve out their niches in the Bend business community and you’re ready to get started building your own business, let’s talk.

    Fill out our simple contact form at LLC Bend, and we’ll get you scheduled for a free half-hour consultation with our seasoned Bend business attorneys. You’ll walk away with greater clarity . . . and maybe we’ll even be able to include your business in our March report!

    Read more
  • Bend Entrepreneur Report for January 2017

    Introducing the Bend Entrepreneur Report

    By on February 9, 2017

    Bend Entrepreneur Report for January 2017What’s a few feet of snow to Bend’s intrepid entrepreneurs? Judging by the number of businesses registered in January, not much: Bend entrepreneurs kicked off 2017 with over 300 new business registrations. Three of them struck while the iron was hot—or, more accurately, while the ice was accumulating—last month and registered new Bend businesses apparently focused on snow and ice removal. And that’s just one insight from today’s first monthly Bend Entrepreneur Report.

    Here at EagerLaw PC, we sifted through the Oregon Secretary of State’s Oregon business data for January to see what Bend entrepreneurs were up to last month, and here’s what we found:

    • There were 325 new business registrations in Bend during January 2017.
    • Of those, 155, or about 48%, were registered as Domestic Limited Liability Companies (LLCs), while 121, or about 37%, were registered as Assumed Business Names (ABNs). 30, or about 9%, were registered as Domestic Business Corporations (corporations).
    • The remaining 19 new business registrations were divided between Domestic Nonprofit Corporations, Foreign Business Corporations, Foreign LLCs, Foreign Limited Partnerships, Domestic Limited Partnerships, and Domestic Professional Corporations (PCs).

    What else did the data tell us? For starters, Bend’s harsh winter and expanding construction industry were both reflected in the January registrations. Along with the three new business registrations apparently inspired by Old Man Winter, eight January business registrations appeared to be centered on homebuilding and construction, while four new cleaning businesses were registered. The design industry in Bend appears to be on the rise as well, with 11 new design-related business entity names registered last month.

    Bend entrepreneurs registered more LLCs in January than ABNs

    Though ABNs are simple to register in Oregon and associated registration fees are half those of registering LLCs, January saw 11% more LLCs registered in Bend than ABNs. Why were there more LLCs? Chalk it up to the advantages LLCs offer business owners.

    An LLC is a flexible, easy-to-form business entity. But for most entrepreneurs, the greatest value in registering as an LLC lies in personal asset protection. A sole proprietorship or partnership, which is essentially what many assumed business names are, exposes the owner’s personal assets in the event of a lawsuit. An LLC, on the other hand, helps to shield the owner’s assets in many cases.

    What’s next for the Bend Entrepreneur Report?

    While business entity registration is closely tied with new business creation and these results are certainly interesting, it is difficult to draw economic conclusions from the initial Bend Entrepreneur Report. But stay tuned, because in the months ahead, the Bend Entrepreneur Report will provide comparisons from month to month and year to year. We’re hoping over time we’ll be able to see economic trends and cycles emerging as we continue analyzing the data.

    Have a great Bend business idea?

    If you’re ready to join the ranks of Bend entrepreneurs registering new businesses in February, let’s sit down for a free consultation. Fill out our quick and easy contact form at LLC Bend, and we’ll get you scheduled to chat with our seasoned Bend business attorneys. We’d love to include your new business in the next Bend Entrepreneur Report!

    Read more
  • Workplace Drug Policies: Is Yours Up to Snuff?

    By on February 7, 2017

    Workplace Drug Policies: Is Yours Up to Snuff?

    by Eric Taylor, Attorney, EagerLaw PC

    If you’re an employer, you’ve probably thought about implementing a workplace drug and alcohol policy but may not be sure what you can and cannot require of employees. Laws surrounding marijuana in Oregon continue to evolve, leaving you and many other Oregon employers with even more questions.  While all employers should strongly consider their goals and individual circumstances before creating a policy, fortunately, some basic guidelines do exist. In this update, I’ll shed some light on those guidelines to help you clarify your thinking around your workplace drug and alcohol use policy.

    Make Your Policy Clear and Use Objective Factors for Testing

    You may be surprised to know that in Oregon no law specifically prescribes what a drug and alcohol policy must contain. Even so, there can be consequences for poorly drafted policies. In looking for some guidance employers can turn to the Oregon Employment Department, which prescribes guidelines for drug and alcohol policies in regard to determining unemployment benefits. It boils down to this: In determining eligibility for unemployment benefits, the Employment Department must find that the policy applied was reasonable.

    In general, to be considered reasonable, your workplace drug and alcohol policy must be in writing and prohibit the use, sale, possession or effects of drugs in the workplace, and you must consistently follow your policy. The policy should also outline the disciplinary actions that may be taken if an employee violates the policy. As an employer, if you want to test an employee for drugs or alcohol, you must either have probable cause for the test or conduct random testing. The definition of “probable cause” becomes very important, because any testing conducted without it would likely be considered unreasonable.

    Probable cause generally requires that an employer have a reasonable basis to suspect drugs or alcohol in the workplace, which includes observations such as bizarre behavior, changes in productivity, repeated tardiness or absences, or behavior which causes an on-the-job injury or substantial damage to property. An employer may also base this determination on credible information about the effects of drugs and alcohol in the workplace.

    The Oregon Employment Department’s requirements do an excellent job of laying out the basic framework of a drug and alcohol policy. It provides a good starting place for your policy and gives it some teeth by providing a basis in reasoned rulemaking surrounding these issues. You will need to decide where to go from here based on your particular circumstances and goals, but this framework provides a good start.

    Give Employees Advance Notice and Confirm in Writing

    Before implementing any policy, it’s advised that you give the policy to employees 30 days prior to the date you begin implementing and applying the policy. We also suggest requiring employees to confirm in writing the date they received and reviewed the policy. This is designed to shoot down any objections from employees that they didn’t know about the policy or claims that it was unreasonable to immediately apply the policy.

    Apply the Policy Equally

    In implementing your workplace drug and alcohol policy, you’ll need to be sure that you apply it consistently and uniformly to all employees. Employment discrimination claims are among the biggest concerns for any employer. Anti-discrimination statutes provide some of the strongest protections to employees and are often the basis for lawsuits. So if, for example, the application of your drug and alcohol policy resulted in the exclusive drug testing of Hispanic pregnant women, the affected employees would have a good basis to claim that your policy had a disparate impact on them. Such a claim would be extremely costly for your company and could easily have been avoided by simply applying the policy equally to all employees across the board.

    Take Pause if an Employee is or may be Disabled

    Be on the lookout for issues that may arise with disabled employees, including employees who may be alcoholics or those taking prescription drugs. The Americans with Disabilities Act (“ADA”) provides protections to employees with disabilities and requires employers to make reasonable accommodations to those employees. If an employee may be disabled, which can include being an alcoholic, you as an employer have certain duties under the ADA. If you simply fired the person for not complying with the drug and alcohol policy, then you would likely forego your obligations under the ADA and be liable under that statute. The take-away here is this: If you think an employee may be disabled, tread lightly in the application of a drug and alcohol policy and seek outside counsel before proceeding.

    Termination for Marijuana Use or Possession

    Currently, if an employee is subjected to a drug test pursuant to a drug and alcohol policy, the employer can take action under the policy if marijuana is detected. However, one of the biggest issues here is the limitation of testing for marijuana. Most tests can tell you whether or not it’s present, but they can’t give a very good idea of when the drug was taken, or if the person was impaired by it in the workplace. Though as the employer you can take action if there is any amount present, it’s really your judgment call in how you draft and implement your drug and alcohol policy. Many employers are only interested in whether the employee was impaired at work, and if that is the case for you, you’ll want to carefully draft the policy to reflect this.

    You may be thinking, but what about medical marijuana? Isn’t that like taking a prescription? That’s a great question, and luckily the Oregon Supreme Court has examined it. In the case of Emerald Steel Fabricators, Inc. v. Bureau of Labor and Instries, the court looked to see if disability statutes provided protection for employees taking medical marijuana. Disability statues do provide protections for employees taking prescription drugs, and thus the court looked at how medical marijuana fit in. The issue came down to the tension between Oregon’s legalization of the drug for medical purposes and the criminalization of the drug federally. The court ultimately found that the federal law preempted the state law and that users of medical marijuana do not receive protection under the disability statutes. With this, medical marijuana users do not have protection if terminated under a reasonable drug and alcohol policy. This would almost certainly change if the federal law is altered, but until then Emerald Steel tells us that there’s no protection.

    What’s Next?

    There are numerous other considerations that may arise in drafting your drug and alcohol policy that we simply do not have time to cover here. Each employer’s stance on drugs and alcohol is different, and what works for one business often won’t work for another. If you are considering revising or implementing a drug and alcohol policy, we suggest that you contact an attorney to receive advice on your specific circumstances in order to have an effective drug and alcohol policy. We at EagerLaw PC are of course happy to help.


    Eric Taylor is a business attorney with EagerLaw PC. He regularly represents business in a wide range of issues including formation, dissolution, real estate transactions, and employment law issues. Call him at (541) 323-5851. Stay up to date on all Bend business matters with EagerLaw PC on Facebook.

    Read more
  • Goat Hair Doll Wigs and Other Small Business Successes

    Taylor’s Tales, Vol. 1: What Goat Hair Doll Wigs Taught Me About Small Business

    By on December 29, 2016

    Goat Hair Doll Wigs and Other Small Business Successes

    Goat Hair Doll Wigs (and Other Small Business Successes)

    by Eric Taylor, Attorney, EagerLaw PC

    Business ideas can come from anywhere, anytime

    That’s something I learned growing up with an entrepreneurial family. One unique idea came after my grandfather retired from a successful career as an apartment developer based out of San Francisco, and my grandparents moved to the Sierra foothills.

    My grandmother had seen lambs on neighboring properties and thought they were cute. One day she stopped into the local knitting store and began speaking with the owner about various things. One thing led to another, and it turned out that the owner’s husband had around 50 Angora goats. My grandmother was invited to the property to check out the animals and thought that a couple of them would be great to have at home.

    While watching the goats roam the property, my grandmother began to think that she could turn the hair from the goats into a marketable product. These being Angora goats, their hair was very desirable for making wigs for high-end porcelain dolls. Knowing that, my grandmother purchased two goats and set to work having the goats sheared, cleaning the hair, and turning the cleaned hair into a wig.

    Though the hair took hours of hard work to clean, she succeeded and developed a wig for her Father Christmas dolls. Based on this initial success, she packaged the materials as a do-it-yourself kit. She returned to the yarn shop with the product, and the owner placed an order right away. This order set in motion what would become the family business I grew up around.

    The booming business of goat hair

    While all this was going on, my uncle had been selling baby bibs as a work-at-home kit. The idea was that, for a fee, he supplied you with a kit including the raw material, and then you did your best to complete the kit. If you succeeded in completing it, you sent it back to my uncle for inspection and he would hire you if the product passed inspection. My grandfather melded the two ideas together and began selling small work-at-home wig kits to people across the country.

    He wrote all the marketing materials and spent hours on the phone with potential customers and work-at-home contractors. People in high rise apartments in the city began hanging goat hair out to dry on their balconies and filled their bathtubs with it.

    Eventually my parents purchased the business due to its great success. From there, things continued to grow and grow and grow. As a child I went to numerous trade shows where my mother worked tireless weekends selling the finished products, while my dad took me and my sister on adventures. It was a lot of fun for us. Eventually they tired of this business model and transitioned to a retail toy store, which they owned until 2015.

    When I look back on all of this, it seems quite normal to me

    Doesn’t everyone’s family talk about cleaning goat hair? All kidding aside, this experience meant that I grew up around regular discussions about new and exciting business ideas, some of which seemed completely crazy, as well as the hardships that come along with running a small, unique business. This vocabulary was bred into me at a young age and has made small business a big part of my life. Many times it’s hard for me to remember that not everyone grew up like this.

    As a business lawyer, I really enjoy the opportunity to help small businesses navigate legal issues. It’s fun to come along for the ride with a business as it grows. My small business background allows me to help clients in a unique way as the issues they are dealing with are familiar to me, and I understand the impact that they have on their business. Who knew that a couple of dirty goats could end up helping me define my career?

    Eric Taylor is a business attorney with EagerLaw PC. He regularly represents business in a wide range of issues including formation, dissolution, real estate transactions, and employment law issues. Call him at (541) 323-5851. Stay up to date on all Bend business matters with EagerLaw PC on Facebook.

    Read more