Hammer & Grind : Built For Contractors
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Hammer & Grind : Built For Contractors

Hammer & Grind : Built For Contractors

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    Hammer & Grind : Built For Contractors
    Episode•March 4, 2024•48 min

    EP156: Building a Strong Legal Foundation for Your Contracting Business with Scott Rieb

    It is very important for small business owners, especially contractors, to put together a group of key advisors. By putting together a group of key advisors, contractors can get a wide range of advice and help. These advisors help contractors make smart choices, lower their risks, and build a solid business foundation for the long term. This approach not only helps people follow the law more closely, but it also builds a strong base for running a successful construction business. In this episode, Brad talks with Scott Rieb from Rieb Law. Scott has been practicing law for 27 years and specializes in working with small business owners, especially contractors. They talk about: Importance of setting up businesses correctly Common mistakes contractors make in legal structuring and branding Seven strategies to shatterproof your business Art of documenting deals effectively Tips on hiring the right lawyer Mentioned: The Consultant Next Door" by Scott Rieb Rieb Law Facebook Rieb Law website Links to Resources: Get the blueprint to create financial freedom & more free time before burnout or bankruptcy happens. A complete Done-With-You Program - Join the Profit Club Join the Free Facebook Group - The Contractor Profit Blueprint Get Paid for Estimates - Free Sales Guide Plan Your Profits - Profit Journal Help us get the word out to other contractors by leaving us a review or sharing our podcast! Hosted on Acast. See acast.com/privacy for more information.

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    Transcript

    0:09

    Contractor's journey to self-mastery requires discipline, integrity, and respect. Welcome to Hammer and Grind. Hey, welcome back to the episode. I'm excited today. I have a very special guest on. I can't wait to introduce him. Scott Reeb with Reeb Law is on the show. Scott, thank you for being on.

    0:36

    Brad, thanks for having me.

    0:37

    I've been actually looking forward to this for a while. You know, we want to ask you all of the law questions that everybody wants to know. Yep. Just so you can say, well, you know, I can't actually disclose that information. No, I'm just teasing. Tell us a little bit about yourself, Scott. Give us a background, who you are, what you do, and just a little bit about your business.

    1:02

    Yeah, I live here in the North Dallas area, Denton, Texas. Been married to my wife, Bebe, for almost 33 years. I've got two boys. Jake's 25, Luke's 27, and Jake's married, so I have a daughter now, Marissa. I've been practicing law for 27 years, which is really kind of hard to believe I've been doing it that long. And I've had this firm, Reblah, for 18 years. And we specialize in working with small business owners, lots of contractors, and we do what we call a shatterproof process with them to help them build businesses that will bend and not break.

    1:41

    Awesome. And we're definitely going to dive into those shatterproof strategies that you mentioned. What made you want to get into law? How did you get into that industry?

    1:55

    Yeah, kind of the long way. I can remember early on, like seventh grade, thinking that it seemed like a nice career. The guys that would come in for career day seemed like they kind of had it pretty good and that they were well-respected in the community. And I thought that might be an all right thing to do. And then got busy. went to college really kind of fell in love with marketing and advertising and wanted to work as an ad exec and graduated in 91 with a marketing degree and there were no jobs uh the jobs out there were you would say you it would say marketing and then it would actually be sales and so they'd want you to sell copiers or insurance or and so i sold all kinds of stuff i ended up selling aftermarket equipment for a major telecom carrier one of the one of the big ones and had a good territory in tulsa was doing really well figured out a kind of a thing in their computer system where i could find expiring warranties and sell them maintenance plans and just with a push of a button it would print out the contracts and a list i could put together a sales letter send it out half of them would come back there's mailbox money and then i'd follow up with the other half and get most of those So I was sitting at my dining room table printing these off on a dot matrix printer, and it was like printing money to my 23-year-old self. And then we got a new manager in, and the new manager loves my system. She loved it so much that she decided to take it away from me, give it to a minimum wage employee, and send me to the sticks. which is where they send salespeople to die because in the sticks they don't have any need for technology. And so they weren't buying a lot of phones or aftermarket equipment. And so I figured out I had some holes in my education. And so I decided to go back to school and law school made the most sense to me. I didn't really want an MBA at that time. And law school seemed like it would be a really good base for me and fill in some of my knowledge gaps so I can make better decisions. So off to OU I went. in the fall of 93.

    4:03

    And here we are. Yeah. So I want to start with one of the, like, what is the biggest thing you see with contractors and regarding law that they do incorrectly?

    4:18

    Yeah, the biggest thing I see is, and it's probably not what everyone would think. It's not contracts. Most of them are using some sort of contracts. it's their businesses aren't set up correctly. Most of them, a lot of them are running sole proprietorships, which they shouldn't be, but some of them are running out of one company. And what I mean is they've got an operating company that owns all their equipment. They may have several trucks. They may have some heavy equipment. They might even own a building warehouse or a yard that's all in that same company. Then they do something that creates a liability event and all of those assets are at risk. If they put the assets in a separate holding company and lease them from that holding company, their operating company, we have no assets. It's just a cashflow machine. There's nothing at risk. We can start a new cashflow machine. And most people are just set up wrong. They're set up in an efficient way, right? Because everything's in one thing, but efficient isn't always the best way. Sometimes you need to add a little complication to your life if you want to have things be more safe. And so that's the biggest mistake I see. contractors making, you know, and that's contractors that are scaling, you know, they're, they've already, they're already doing high six figures. They're probably doing some pretty big jobs. And that's the mistake I see them make.

    5:37

    That's what I was going to ask is so like, you're talking about, like you said, higher fixed six figure jobs, uh, lots of assets. So if, um, is there like a kind of a threshold where this really starts to make sense? Is it just, once you get into more assets and the higher six figures, is that.

    5:52

    Yeah. As soon as you're buying specific assets, big equipment for your construction company, and I'm not talking about your regular tool belt and things you can carry in your toolbox, but when you start buying big saws and big things that if you lost them or couldn't use them, you would be in trouble, it's fairly simple to set up that separate LLC that holds all that. And then you just come up with a rate that makes sense with the help of your accountant. that you're leasing them from your other company uh it's just so you don't have to be you know doing millions of dollars for that to make sense in fact the sooner you can do it and get used to working that way the better because then you're set up for success rather than having to catch up and retitle assets at a later date so i'd say the sooner the better and probably the next mistake i see a lot of contractors making is they create these really cool brands but they don't bother figuring out if they can actually own that brand. And what will happen is they get five, six years in and they get a cease and desist letter from someone else that has that brand and had it before them and says, hey, you've got to stop using that brand. If you're moving from all your marketing and you have 30 days to do it, or we're going to sue you in federal court. And there's no defense to it. If they beat you in time and they have the trademark, you're out of luck. And so that's a huge mistake because not only does it cost you money to rebrand, but you lose traction in the marketplace. People no longer know who you are and then you've got to start over. So that would be the second big mistake I see.

    7:27

    Do you see that happening a lot though with like smaller companies like your mom and pop that are just operating with two employees? I mean, do you see that happening with trademark infringement and stuff?

    7:39

    Yeah, it's not about the size. And how it comes up a lot of times in the contracting world is you're getting permits for things. And I saw it a couple years ago where one company had been doing business for a long time under this name. They were filed for a permit. The city issued the permit to another company that had a similar name because they were also doing business in the county. And suddenly they were both aware of each other. It was a big enough area where they kind of had been blissfully ignorant that they each existed but as soon as that mistake happened at the permit office they were everyone was aware and then once the bigger company said hey uh we were here first as far as we owned the trademark uh they were out of luck and it wasn't a big company it wasn't tiny uh the the client but there's always someone bigger right and they've done it the right way and they come after you

    8:38

    And I know it's a little bit of a detour from what we're going to talk about, but just a clarification on that. Does it matter who was there first documented, or is it just really who has the deeper pocket books to see this out in court?

    8:50

    Well, that's always a big factor. If it has the deep pockets, it does really matter. But if you can prove that you were there first, you can apply for a federal trademark. If you can prove that you used it first in commerce, you would get the mark, and then you could shut them out. You're still there. You're still in a fight where if, when you start your business, you know, it's like step one, a, and B one, a is you file your LLC for your company with, and get your name approved. So that B is that you make sure that that name is registrable with the United States patent and trademark office. If it's not back to the drawing board, find the name that is, and do that before you get a full year into business, then you never have to worry about it because you've got the seal of approval. on your company saying you've got, you know, you own that mark. And right now the trademark office is backed up about 10 months. So you file your application. It's 10 months before they even assign an examining attorney at the office to even look at your application. So it really is, let's get it in there now because otherwise it's just a really long waiting period. And if you have to rebrand it, you just don't want to do that. So just spend a little bit of time and effort upfront, invest in that. and make sure that you can own it because you don't want to get to the end of your, maybe you're, you know, you're, most of us are building these companies to sell. At some point we want to exit and we want to sell our company. If you get to that point and find out you don't own the brand, it devalues your business. If you get to this point of sale and you're able to show them the trademark certificate for that brand, well, your value just went way up because they don't have to worry about there being any challenge to that brand that they're getting ready to invest a bunch of money into.

    10:33

    Well, that's why you always see on Shark Tank, right? Do you have this patented? Is this patented? Like the first question out of their mouth, is this patented?

    10:40

    Yeah. Yeah. The intellectual property is really valuable and it's overlooked by a lot of business owners, not just contractors, but contractors are very bad. And I've heard you talk about this on your podcast with Michael Gerber's book, The E-Myth Revisited. It talks about technicians. that have an entrepreneurial seizure and then suddenly start their own business. And that's the definition of a contractor. You've been working for someone else usually, and you're like, you know what, I'm tired of swinging a hammer for them. I'm going to go do it for me. And then suddenly you're wearing all these hats and you don't know how to wear most of the ones just in your business, let alone the legal hat. So you just skip some steps. It makes sense. But if you're listening to a podcast like Hammer and Grind, you don't have that excuse. you need to do it right and so get the right professionals on your team so that you can be protected and have a business that will stand up to the storms and bend not break

    11:38

    yeah and i've always said there's three people that you need to have on your team and that's going to be an insurance agent an attorney and a cpa accountant like you you have to have those three people yeah

    11:51

    and in my new book the shutter proof entrepreneur that's part of the foundation of your business is having this what I call a team of key advisors, attorney, CPA, business coach, banker, and insurance broker. And if you have those five people that you've got a relationship with, you've got their cell phone numbers, they've got yours, they're interacting with each other in the background if they need to, then you can really scale with some confidence.

    12:20

    Absolutely. Yeah. Actually, I didn't even think about the banking. If you're going to scale, you're definitely going to need to have some financial connections there. And, you know, I don't want to toot my own horn, but yeah, you need to add a business coach in there as well. So, uh, so let's talk about, um, you've got seven proven strategies to shatterproof your business. Let's, let's dive into that.

    12:43

    Yeah. So we just hit one of them, right. The establish a. team of key advisors. Another one of the strategies is to make sure you have the right foundation for your business from a legal structure. And that means don't be a sole proprietor. Make sure you've got the right legal entities in place so that there's a separation between you personally and your business. Because if you don't, if you're a sole prop or if you're two people in your partnership, everything you do in that business goes straight home to your bank account and to your assets. They're all at risk. Setting up that LLC is the first layer of protection for you. And then if you go back to what we talked about earlier, you want to have maybe a little more custom plan, have what we call a shadowproof enterprise structure where you've got things separated. Maybe you're even doing, maybe you've got a commercial, you're doing commercial and residential. Don't do them in the same company. It's two different risks and you don't want to expose one to the other. You can still have that same holding company on the side that has all the equipment, but. have your operating companies be separate so that those things, if one of them goes bad, if they find, find the customer that can't make happy, it doesn't affect your residential side.

    13:54

    Uh, for example, is the next

    13:56

    question on that for a second.

    13:58

    Yeah. Sorry. I didn't mean to cut you off. Um, so if you're from a commercial residential, have them in separate entities, what about from a branding perspective though? I mean, if you're, do you basically have to create two brands or is there a way you can use one brand for both and then legally separate them?

    14:13

    Yeah, you can use a similar brand, right? You could, you know, just for lack of, it could be, it could be Acme residential construction, Acme commercial construction, both under the Acme brand. You would want to trademark both so that you have the registration protection, but then you can, all of your logos and things can be very similar. All that would be held by your holding company, not by the operating companies. And you can assign those to any company you want with a license agreement. So, yeah, you can build so you can similarly brand them. It's just that the contracts will say the exact company that's doing it. And that's the company that has the liability on the job.

    14:54

    Gotcha. OK, so what else? What's the other what's the rest of the seven we got?

    14:59

    Yeah. So the next one would be you want to document everything. And so you want to have contracts, not just for the project with your customer, which could be the owner or could be a general contractor. If you're a general on the deal and you're using subs, you want to make sure you have good, solid subcontracts. If you've got workers working for you that aren't employees, you want to make sure they have subcontractor agreements. And I would advise you that they should have their own companies. They shouldn't, you shouldn't be giving, getting W-9s with their social security number. It should have their EIN with their LLC. Or I would really question whether they're a sub or not. And so you want to make sure you're documenting that. You have your LLC documented well. It has an operating agreement. You're doing minutes, probably annually. You've got copies of your proposals, whether they're digital or in print. You've got what you proposed. You've got the actual written contract. You're keeping all of that stuff. And then if you have employees, You know, you've got a written offer letter, you have a written employment agreement, you have a handbook, you're documenting everything. There's a kind of a, there's a saying that it's, I don't know who, no one knows who really said it, but if it isn't documented, it didn't happen. I learned that in the early days of litigation, doing some medical malpractice cases, that if the nurses don't write down that it happened, it didn't happen. It's the same in construction. If a customer tells you that it's okay to do this change and they didn't sign on it, they didn't sign the change order, it didn't happen. You've just added money to the project and they didn't agree to pay for it. So you want to document all of those things. And I think you should leverage technology as much as possible. So I would be doing those things with things like... you know, generic DocuSign, PandaDocs, whatever you want to use so that you have digital versions of them and you're not having to keep track of all this paper. I've seen your trucks, guys, and they're a mess. So you open the door and everything blows out the other side. Get it all on an iPad or a Google tablet or something and have it all digital, but have them signing off on every step that you do and that will make your... your life a lot easier after the project and i would you know even create we create documentation for our contractors for the end of the job so you have a real clean walkthrough with your client that they're approving everything that you've done and if there's anything left to do then there's another document being signed that we've approved this but you still owe us this and we're releasing these funds but holding these funds you know make it really clear and document all those things and so that would be the the next one Now we're going to jump over to intellectual property again, and it's own your brand, right? You've got to do that. You've got to dominate that. The flip side of that is, and it should go without saying because our mom's taught us this, don't use other people's stuff. So when you're doing your marketing, don't be grabbing other people's images and using them on your website. Find a source that you like. There's several that I've utilized over the years, and I have an account that my marketing. team has access to where they can pay for images for my social media posts for our blog posts for the web page as that keeps growing so that i know that i'm never going to have an infringement issue but the other thing we see all the time is we get these cease and desist letters saying you've used our image on your website our client's image and you owe us five thousand dollars again there's no defense if you if you don't have permission to use it you don't have a license then you're SOL and you gotta pay up. You might get negotiated down a little bit, but you're gonna pay them something. And it's just for violating the rule that our parents taught us, don't use other people's stuff without permission. It happens every day. And so if you do those things, you're on your way to having a business that will bend and not break.

    19:01

    And just for people listening, and correct me if I'm wrong, Scott, but you're talking about like royalty-free. pictures right you go to like shutterstock or something like that and you buy a royalty free uh image that you now own the right to use yeah

    19:14

    dreams dreams times shutter stock uh the free there's several that i've used over the years i switch from year to year because sometimes i'll get tired tired of one and want a bigger variety but you can usually get a subscription for like 25 bucks a month for enough pictures that your team can use and then you don't have to worry about it because I'm not selling legal services. I'm selling peace of mind and security. And I want you to be able to sleep at night. There's not going to be something sneak up on you from behind that you weren't aware of that maybe had nothing to do with actually building something. It's all the stuff in the back office. I just want to make sure that that's all covered. And so simple things like that, just using pictures that you actually pay for so that you don't have to worry that someone thought it was a... thought it was a free picture but it's not really a free picture because sometimes you're trusting people um that may be really young uh they might not uh they might not be in our country a lot of us are using virtual assistants and things from all over the world and you want to make sure that you tell them where they can get images they don't get to go pick images another thing just i just thought of is that when you're doing websites Make sure in your contract that it requires them to use images from a source that you've paid for. Because once they turn that site over to you, it's not on them. It's on you. The webmaster is not responsible for it. It's the owner of the site.

    20:46

    Yeah. What's the saying? Like, ignorance is not a defense of the law or something like that? Correct. Yeah. I didn't know.

    20:55

    Yeah, you're on the hook. And so there's no way for you to know, right? require everything to be done a certain way, which goes back to Gerber and you've got to have systems for everything, including where they get your images for your social media, your blog and your website.

    21:12

    Or better yet, just use your own images.

    21:15

    That's a great way to do it. If you have some photographic skills or have someone that does, especially with what you guys do out there where you've got jobs that people are interested in, I would be taking pictures regularly, shooting videos. I mean, you should have some really cool organic in-house content and not have to pay for it. But if you are going to pay for something, then make sure, you know, use something that you didn't take, then pay for it. Have proof of the license.

    21:42

    Yeah. Okay. So we got that. What's the next one?

    21:45

    Yeah. IP, trademark documentation, the team, using the foundation. And then maybe last but not least is you want to make sure that you've protected your legacy. And the way you do that is with two things. One is that you want to have, especially if you're in this with someone else, that you've got a buy-sell agreement so that you don't end up in business with your partner's family and vice versa. And then you want to make sure you've got an estate plan in place. Too many business owners don't even have a will. And a will is basically just a document that says, hey, here's who's in charge of my estate if I die, and here's what I want them to do with it. but they have to go into a court in your state and get appointed by the court of law, the probate court, saying that you can be the executor. And sometimes that can take months. Sometimes it can take years. And your business is stuck. You may not have anyone that can even write a check. So you can't make payroll. You can't pay your vendors because you've used the basic form of estate planning called a will. So most business owners should step up at a level and have a living revocable trust. with a contingent trustee. So if something happens to you, there's someone immediately steps in, all they need is a death certificate or something from a doctor saying you're disabled. And then they can come in, take that to the bank. They can make payroll checks. They can pay vendors. They can run your company. They can sell your company. They can do whatever they need to do to take care of you and your family.

    23:16

    Hey, just a quick timeout from the show. In the next 30 seconds, I'm going to tell you exactly how you can transform your contracting business. Imagine being part of a community of winners where you can find out exactly what they've done to be successful. That's exactly what you get when you join the Profit Club. But it's not just a community. You get lifetime access to all of my course-related material, including all future material that I add. But wait, there's more. Each week, you'll get access to three group coaching calls to talk about sales, marketing, and business problems and answer any questions that you may have. Still not convinced? How about personalized one-on-one coaching to help you overcome your limits? And here's my promise to you. I guarantee you will double your investment within 90 days, or I personally will work with you one-on-one until you do. So don't wait. Elevate your game with The Profit Club today. Now let's get back to the show.

    24:15

    Without that trust, and trust is just an agreement to hold your stuff. you know all kinds of assets it's revocable so you can change it but by having that in place and owning your assets your family doesn't have to go into court with your business to get appointed to have the power to run it and so that's just it's just a huge huge thing that i saw someone uh as part of a community i've been a part of for a decade uh the guy did not do this he passed away didn't have his estate plan in place his family had to just let his business go They couldn't get access to it fast enough. And you miss payroll once in most businesses and it's done.

    24:59

    Yeah. Oh, yeah. Yeah. There's not much room for that. I mean, to me, that's like one of the probably one of the scariest things is, especially if you're married, if you have a family, you know, something happens to you and then your spouse has to take over. And, you know, for like my wife, she doesn't want anything to do with my businesses. as long as you're giving me a check, you know, as long as you're putting money in the bank, I don't care what you do. Right. And so like, if something were to happen to me, she would have no idea how to operate the business. Uh, you know, whether I have debt or don't have debt or any of that stuff, like they would not know what to do with it and not having a will, um, you know, even a basic will or evocable trust. Like that is probably the, one of the best things you can do for your family. to make sure they're taken care of after you've left this earth.

    25:50

    Yeah. And if you're not a business owner, you still need it, but it's just so much more important when you have a business owner and you've created, you've created these kind of some complexity if you're doing it right. And then you've got a team of people that are dependent on your business. So you've got your family, your work family, and then the people dependent on them. And so it's really. You've got to be a responsible business owner. You have to have plans for these things. You've got to have that stuff taken care of.

    26:18

    You know, people don't want to think about it because everybody wants to think they're immortal. But, I mean, even stuff as basic as like having your username and passwords because, I mean, they don't even know how to log into your accounts to like pay bills or get a hold of people or whatever. Then it's just crazy. I had a friend that was killed on a motorcycle a couple years ago. Thankfully, he had his family taken care of. But one little thing was like she was not on the cell phone bill as a user or whatever, and they didn't want to give her any information. And it's like, how am I supposed to do anything if he's passed on and I don't have any access?

    26:57

    Yeah. Yeah, I have what I call it in case of emergency document that it's digital. I update it regularly. And then if I know I'm going to be, if I'm traveling, I generally forward it to my sons and my wife again, uh, so that they have, make sure they know exactly where it is, but you got to keep those things up to date because things change. Passwords change a lot. Um, and so you, you've got to keep those things updated. And another part, another side of that is, and I've, I've run into this early on in my, in my practice that is that you're. Some of your team is doing things for you, right? Because you've moved out of some of those boxes and they've got passwords that are using to accomplish those things. If you don't have a system for where they log those passwords and they get hit by the proverbial bus and you've got to do it or they just quit, you need to know where that stuff is. Because I can remember I lost my entire team in 2014 while I was on vacation. And I came back and there were things I hadn't done in a couple of years. because I had delegated them. And it took me a week to figure out how to log into all the systems, like taking payments. I couldn't log into the credit card portal. It took me a while to figure it all out because I didn't know where all that stuff was. So you've got to make sure that you're protecting yourself from your growth and that you know where things are. Maybe you don't do it anymore, but you know where to go find the password to do it if you need to. And that's a... A really easy mistake to make as you're growing and scaling a business because you just forget those things are even happening. So if you don't document it, it's very hard to go back and pick it back up.

    28:41

    That's a great segue because I want to dive a little bit more into what you call the art of documenting the deal. Is there like, I mean, are there specific, like really specific things that you should have? Dive into that a little bit. Speak to what that means.

    28:57

    Yeah. A lot of us do. I mean, you've got the main contractor in a business that are always, they're in writing, they're kind of big documents. But there's some smaller deals that you do. Like maybe one of them is you're hiring a virtual assistant or you're hiring a graphic designer for a project, for instance. And you need to create an enforceable agreement. And there's a way you can do that if you don't have a lawyer. If you have one, you could do this and then give it to your lawyer. But you want to make sure there's a few things in it. And so the first thing you always want to do is ask yourself, why am I doing a contract to begin with? What's the goal? And you want to write that down. And so you write that down or type it to an email, the purpose of the contract. And then you want to know, what are the dates involved in the contract? Like when do I perform? When do they perform? You want to make sure that you've outlined the dates. When does money? What money changes hand? And make sure you've got the dollars in it. And you go through those steps. And then it's like, what would be, if we have a dispute, we're going to go to mediation. So you put that in there. And you have these deal points into your email. And then you're going to send that email to the other party and say, are you in agreement with these deal points? And if they say yes in response, then you have a contract that's a digital signature and you've got a contract with all the major points that would that you would have into a major contract like i said so the next step from from my clients would be then they would send that to us if they're an access member and say hey i've got these deal these are the deal points the other side's an agreement can you put the legal mumbo jumbo around it so that it's right and then we put it into a formal contract they send it over and get it signed but if you have to move fast and can't get that done if you've got those major things in your agreement it's enforceable and you've documented the deal better than if you just do a handshake because while oral agreements are enforceable they're very difficult to prove what was the deal because you're going to have the proverbial he said she said instead of that we want to have a detailed email that's outlining the deal points with that unequivocal yes to the deal points that's very hard to squirm on now you could have missed something but you've got your if you've got your major deal points uh that's something you can take into a court a judge can clearly see what you were supposed to do what they were supposed to do and when they were supposed to do it and you've got a you've you've got an enforceable contract so you've documented the deal and you've used something as simple as you know tool you already have was an email and that really does work um it's not perfect It's not the best, but I understand that business happens fast sometimes and you need to make a deal. And so that's one of the things you could do. In fact, I've got an e-book, Eight Questions That You Should Ask To Eliminate Signer's Remorse Before Signing a Contract. And you can really take it and flip it and put those eight things into your contract. If anyone wants that, they can just reach out to me on Instagram at the Scott Reeb. Say, hey, I want your eight questions book and I'll send it to them.

    32:21

    What's just one of those questions that you would put in there?

    32:25

    Yeah, one of them is what are the remedies if someone does something wrong?

    32:33

    So it's almost like you're, I mean, it's kind of like you said with arbitration, right? That's to prevent going into, I'm assuming, actual court.

    32:42

    Well, that would be how you settle disputes. And so disputes could be we're going to go to mediation. If mediation doesn't work, then we're going to arbitration or we're going to go to court. but we don't want to ever go straight to court. We want to have some kind of a cooling off place like mediation where we can try to work this out. The remedies would be, you know, what you can, you could have a limitation. Like you can only sue me for the, up to the value of this contract. It's a $5,000 job. You can only see me for $5,000. If I don't perform, I owe you 5,000. And you've limited your, your, your, the amount of exposure there. The other thing that you want to ask upfront with any contract is you want to make sure you have the right names on the contract. So is this a contract between individuals or is there a company involved? If it's a company, what's the full name of the company and is it in good standing? You want to make sure you know those things that are at the top of the thing. You don't want to somehow sign a contract as an individual when it was supposed to be a business deal. Because sometimes. You'll be talking to a vendor on the phone and hey, this sounds like a good deal. And you'll say, send it over. They type up their contract and send it to you. And a lot of times, right, it's digital. And so you're clicking through the signatures. Look at the top because at the top, they may have put your name in there instead of your company name. If that's the case and then you sign at the bottom just your name, you're on the hook personally. And so you've now just defeated the whole point of your entity. Well, sometimes they won't let you. They want a personal guarantee, and that's different. but you don't want to accidentally take on an obligation and that can happen. It happens all the time. So you got to be careful when you're signing those digital things because they they're trying to drive you to the signatures like initial here, initial here, sign. So make sure you're looking at the top for those. But that's one of the questions. The other one, if you ever, if you're just reviewing a contract and I, then you can print it or you could use a PDF reader. You want to go through and highlight in that contract every date. And you go through and highlight every dollar and do the dates and dollars work for you. If you're receiving it, are you okay with the dates and the dollars? If you have to pay it, are you okay with the dates and dollars? If it doesn't work, then go back and renegotiate the dates and the dollars or don't sign the contract. But usually the most important things are the dates and the dollars. The second thing you want to do is go highlight, what do I have to do in this contract? So if you're a contractor, then it's the line items. that you're having to actually perform. You know, if it's a bathroom remodel, it's all the things you're going to do in that bathroom by line item. And then are you okay with that for these dollars? If you're the customer, you're looking at the same thing. And if they just do this list, because they're not going to have to do anything else because it's not listed, am I okay paying those dollars? But you want to make sure you've done that. It's real simple to go through and highlight those things and just think through it. And then the most important question of all to always keep in mind when you're reviewing a contract like that or building one is, again, what's the goal of the contract? And then does this actually achieve that goal? So if your goal is to get a completed website turnkey, does it do that?

    35:58

    Yeah, yeah, yeah. I love that you said the dates and dollars, highlighting the dates and dollars. I mean, it's so simple, but it makes so much sense because that's really, for the most part, that is the, the two biggest things that you need to be aware of. Right. So I want to ask this question. When it, when are, when are, when are too many clauses too much? I see this a lot where it's just like, you know, one page of scope of work and then like three pages of clauses. Like, is that, does that matter? Do we need to do that? Like, can you speak to that for a second?

    36:34

    You know, I don't, I don't know that there's, I can't, you know, it's not like, One page is good, two pages is too much. It depends on the deal. I'd be more concerned about the language being used and is it clear and understandable? Are we writing it at a fourth grade level so that everyone understands and is on the same page and it's clear and unambiguous? You want to take as much pages as you need to do that, but you want to make sure that the language is friendly enough that someone will be okay if they read it and sign it. If it's so unfriendly that they wouldn't sign it, then you don't want it in the contract. You got to find a better way to say it. A lot of lawyers are what I call deal killers. They will write these really harsh contracts that will hold up in court, but no one in their right mind would sign them. And so you hand them to your customers and they look at them and they go, we don't want to do business with you. If you're this hard to work with, if it's this hard to get a contract with you, why would I want to do it? uh and so i think the way you approached it was i think the right way is you have your your work order most of our clients will do a kind of a written proposal and on the attached to the proposal are the terms and conditions if they accept the proposal most people are going to look at the front page of that proposal and sign that and the majority of them aren't going to get bogged down in the pages of information you've got in your terms and conditions If it's really important, I would have them initial that they've read certain sections of it. But if you don't, they're not going to. And so, you know, it's not going to matter how long it is. If it's important, put it in there. If you can live without it, then live without it. And you need to make those decisions with your lawyer because what you think as a business owner you can live without could be the one thing you had to have in the contract and you just got rid of it.

    38:37

    It sounds like you're saying that leave as much out as you can that's not necessary that you can live without. If something were to go south and you don't have this clause in there, it's not going to put you out of business. It's not going to cost you a ton of money or time, but it's something you could live without if it happens. Yep.

    38:57

    And the other thing you will learn through some feedback is there are customers that will read it word for word and they'll tell you what they think. And if you've got a... a relationship with a lawyer where you can just call them and you can even say, Hey, I just had a customer object to this paragraph on page three. Do we have it? Can we, do we have to have that? Is there a way to say it a different way, but you can, can work through that. If you don't have a relationship with the lawyer, then you're kind of having to just flip a coin in the field and say, I'm okay scratching that. When maybe again, that was the one thing that was going to save your bacon later. So you've got to have that. part of your team of advisors, you need to have a lawyer set up to where they can, they're working with you on a fixed fee or a monthly subscription like we work so that you don't have to worry about it costing you money every time there's a question because your contract should be kind of a living and breathing document and it should change as you learn, as you learn and become more knowledgeable about what people think about it. And as you have challenges on a job, you should go, okay. I didn't like the way that worked in the contract, so I don't want to do it that way anymore. And so then you should be able to go and let's change that part of the document. Don't just live with it, change it. But you shouldn't do that on your own. We have an access legal coaching plan for contractors where they have unlimited access to me and the team with questions to come up. We draft their contracts. They never sign contracts that haven't been reviewed. And so you can keep those documents current. If you're paying a lawyer by the hour, it's very unlikely that you're going to keep them current because you're not going to want to incur the fees every time someone objects or you figure out that it doesn't work in the field like this says it does. And we need to make it match what's actually happening.

    40:47

    Yeah, so that's a great timing on that as well. So speak a little bit about what your service that you offer. I mean, I know you do something a little bit different, which I thought was very clever and set up very well for. what contractors use it for. Why don't you speak to the services that you have as far as the subscription model?

    41:06

    Yeah, we basically, almost 12 years ago, became kind of legal consultants and coaches where not only are we writing contracts and reviewing documents, but we're walking with our clients through them to help them understand why we're doing it and then giving them unlimited access to us because I found that people were Googling it. calling a friend flipping a coin to make legal decisions when they they could have called a lawyer and it was because they didn't have a relationship set up or because they didn't want to pay them by the hour and they just felt like it was financially disadvantageous and so they just wouldn't call so i had to come up with a new way i hired my first business coach and we built this access legal coaching plan and so now we spend every month we do a call with each client it's called a checking call it's like okay what jobs have you been doing any problems on the jobs that we need to help you with what's coming up you know what what contracts are you out what bids are you making is there any new documentation we need to do to support that and then it's just we get text messages it's like hey i ran into this on the job they don't like this part of the contract what do you think about it and we can answer that because i've figured out a few years back that having the right information at the right time is often the difference between success and failure And the only way to have that information at the right time is to have prearranged that relationship. If you have to go Google it, get a referral, make an appointment, pay a retainer, it's too late, right? It's like, Brad, if I drove by your house and saw that smoke was coming out of the roof and I called you and say, Brad, are you okay? There's smoke coming out of your roof. And you can say, no, I didn't know that. I'll call the fire department. We save your house and family. If the same thing happens, I drive by your house, I see the smoke, I go home, have dinner. I get up the next morning and then call you and say, hey, Brad, I saw smoke coming out of your roof yesterday. Everything worked out okay. And you say, no, my house burned down. I lost everything. It's the same information. The timing's just wrong. You've got to have the information at the right time. And so you've got to prearrange these professional relationships so you can be proactive. It's not just the legal, it's with the accountants too. You need to be having the kind of relationship that you're ahead of all that stuff. and not constantly reacting. And the access plan gives you the ability to do that for less than $6,000 a year.

    43:35

    And we'll have links to your website and stuff in the show notes, but they can get me information about that on your website. Is that correct?

    43:42

    You bet. Awesome.

    43:44

    So one last question I got for you, Scott, what's a question that I should have asked you? Oh,

    43:51

    wow. You probably should have asked me, how should contractors go about hiring lawyers? And because all lawyers aren't equal, they need to find a lawyer that not only understands the law and maybe how to get in and out of a courtroom, but to understand the ups and downs of being a business owner. They're entrepreneurial. They understand that you may take some risks. They're willing to help you take those risks and understand the risks. You want to find someone that you like. So don't go hire. the meanest SOB you can find because you need to spend time with them. And if you aren't going to spend time with them, you won't use them. And lawyers are, we're like, we're like doctors in that the more information you give us, the more transparent you are with how you're doing stuff, the more we can help you. And you're not going to do that with someone you don't like. So find a lawyer that you, that you're, that you're comfortable spending time with so that you can. The VOL's what you're doing, they have a really intimate understanding of how your construction company works, not just a construction company. And then you've got someone that can really be a part of your team and help you. So that's what I would do.

    45:09

    Yeah, that was a great question that I didn't ask you. So I appreciate that. One last question. I always ask everybody, all my guests, and I see you got some books there. What's a book you're currently reading or one that you recommend?

    45:24

    I just finished reading The Consultant Next Door. I'm on day 58 of 75 hard, and so I'm having to read 10 pages every day. And so I've read a couple books pretty fast, and I needed one really quick. And I had had that book on my desk for about two years. And it takes you through how to form your own consulting company. And if you're a contractor out there, you may be tired of swinging the hammer. And you might want to do be a consultant. You've built up some expertise. This tells you how to monetize that expertise and then build it into a high six, high seven, eight figure consulting firm and then take that money and then how to reinvest it into passive income producing assets. It was really eye opening for me. I'm going to I've got it on my desk to reread it next month so that I can actually take a little more notes and work through some of the things, exercises they add in it. Great book. Consult it next door.

    46:24

    I will add that to my list. I had not heard of that one before. So Scott, thank you so much for being on the show. Ton of great information that we've talked about and the importance of, you know, having a team built up with the professionals like yourself, have a good attorney on your side. If you want to learn more about Scott and his services, go to his website. We'll have links to it in the show notes. And I think you will find what you're looking for in terms of legal protection. And I really, I really love the way they have this set up to make it more of a standard thing that you're doing in your business as to, as to that, you know, emergency. Oh, I need this one thing right now, pay a bunch of money up front type stuff. So Scott, thank you so much for being on the show.

    47:13

    You're welcome, Brad. It's been a blast.

    47:15

    Guys, you know where to find me on all the socials, Instagram, Facebook, TikTok, YouTube. You can just search for the Hammer and Grind podcast. And remember, until next time, profit is not a dirty word.

    EP156: Building a Strong Legal Foundation for Your Contracting Business with Scott Rieb

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