LET’S GET UP TO BUSINESS
Justin Munizzi of Munizzi Law
Businesses need a plan. Contracts need to be read. Estates need to be set up. If you’re running a company, thinking of creating one, or have been running one for years and don’t have plans in place, then you need a business attorney like Justin Munizzi of Munizzi Law.
In this week’s episode of “Let’s Get Up To Business” Jordan sits down with Justin and they discuss what you should do when you’re creating a company. It’s not just about setting up the right business type, it’s also about making sure you have all the plans in order for when you want to move on or if something unplanned happens.
They’ll also talk about how contract review is important as well. If you’re about to lease a building, buy or sell one, or have anything other contracts that you’re considering signing then you need to make sure you’re not signing anything you shouldn’t. Having an attorney read through your contract could save you a bundle.
Justin went to Stetson University where he studied Business Law, Management, and Family Enterprise Consulting. After graduating with his Bachelor of Business administration, he went to Barry University’s Dwayne O. Andreas School of Law where he graduated Cum Laude with his Juris Doctor.
Justin is an active member of the Florida Bar, ABA, Volusia County Bar Association, Seminole County Bar Association, Greater Orlando Builder’s Association (GOBA), and Business Network International (BNI). Justin also serves as a volunteer mediator with Volusia County Court Mediation Services, and sits on the board of the West Volusia Habitat for Humanity.
Episode 9: Justin Munizzi of Munizzi Law- Full Transcript
Justin Munizzi 0:00
We do handle a lot of those types of clients. So if you have a business owner, especially if it’s a husband and wife, for instance, their estate plan needs to sync up with their business plan.
Picture a world where costs down, profits are up, and customers are clamoring at your door you’re listening to. Let’s Get Up To Business from Jordan. Out interviews with business owners, service providers and area experts can teach you how to create a world of success and profitability. If you’re looking for an attorney to assist in your business formation, employment agreements, or other legal business needs, contact Jordan law at 407-906-5529 You can also reach us on the web at Jordanlawfl.com. Jordan Law we protect you and your business.
Jordan Ostroff 1:07
Hello, and welcome to Jordan Law’s. Let’s Get Up To Business. Joining me today is Justin me and Izzy. Hey Justin, can you introduce yourself to our listeners?
Justin Munizzi 1:15
Hey guys, I’m Justin me newsy founding partner of community law firm. Glad to be with you today. Jordan.
Jordan Ostroff 1:20
Glad to have you. Can you tell us a little bit more about yourself and what your firm does?
Justin Munizzi 1:24
Sure. Yeah. So we do have two attorneys on board. We have a couple staff and we handle a lot of different matters. But primarily we’re focused on business, real estate, construction law and estate planning. So I personally handled the business, real estate, and construction law and Jennifer Purvis handles our estate planning and probate.
Jordan Ostroff 1:42
What sort of real estate stuff do you do?
Justin Munizzi 1:44
Yeah, we represent both buyers and sellers and tenants and landlords. So it’s both scenarios. So if you’re leasing property, and especially in the commercial arena, if you’re leasing a property, you’re going to get handed a 50 page lease from your landlord. And you’re going to need an attorney to go through that with a fine tooth comb, making sure you’re protecting your interest, making sure there’s no predatory language in there that’s really going to mess you up in the future. And then when it comes to purchasing property, if you’re buying vacant land or if you’re buying land with an existing house on it, especially again with commercial you’re going to need somebody to help you with the purchase contract helping with the due diligence and with the closing.
Jordan Ostroff 2:19
So are you doing the title work as well? Or you’re just doing the contract?
Justin Munizzi 2:23
Currently we don’t do the title work we have a an attorney that we work with closely in that regard, who does the title insurance, but we will represent parties at closing.
Jordan Ostroff 2:30
Alright, so we’ve got somebody listening to this. They know they want to get in touch with you. What’s the best contact info for you?
Justin Munizzi 2:35
Yeah, the best way to reach us is just simply calling for a 407-501-5500, 407-501-5500. Or you can shoot us an email at email@example.com. That’s also our website. So it’s munizzilaw.com.
Jordan Ostroff 2:48
And that’s M-U-N-I-Z-Z-I?
Justin Munizzi 2:51
Jordan Ostroff 2:52
Alright, sounds spell just like it sounds. Yep. So tell us a little bit more about your story. You know, what, what happened in your life that got you to running this law firm?
Justin Munizzi 3:01
Well, the answer that I gotta, I gotta way back to when I was like nine or 10 years old. So my dad is a general contractor. He’s been doing it for 30 years, years, he’s still going. And me my brother growing up, we were always fascinated with our dad’s business. So we would go out on Saturdays and work on the job site and mess around with, you know, heavy equipment and stuff. And then when we started getting a little older, we were actually working hands on in the business. Our dad, you know, he was great with showing us how to do stuff. But he also had held us to account for our work. So I remember when I was like 10 years old, me and my brother, were painting an office painting is a good thing for young kids, because you really can’t screw it up too bad.
Jordan Ostroff 3:36
Challenge accepted. I will screw a painting too bad?
Justin Munizzi 3:40
Well, yeah, I’m sure you could accomplish that. But for us, we we were working on this office building, and we spent like, you know, way longer than we should have on this one section. And we got it done, where we thought we did a pretty good job. And our dad comes and says that looks pretty good. But she missed the spot here, here, here here, you got to redo it. And there’s again, nothing wrong with my dad doing that, that taught me started teaching me anyways, work ethic and making sure that you do things right the first time. So I say all that to say that kind of inspired me moving forward, once I got into actual project management, especially with project management on construction, you’re accountable for everybody who’s on the job site. And you also have to make the customer happy. So all three of those things work ethic, making the customer happy accountability, those all tie in very nicely to running a law practice.
Jordan Ostroff 4:25
And so what got you from that to actually, you know, running a law firm.
Justin Munizzi 4:29
Yeah, I kind of, I didn’t set out wanting to be an attorney from a young age or anything like that. In fact, I’m the first attorney in my family on both sides, as far as I know. So it’s not like I came from a long line of attorneys or anything like the
Jordan Ostroff 4:41
I like the “as far as the [you] know,” that’s a very, very lawyer thing
Justin Munizzi 4:43
Jordan Ostroff 4:44
I can’t be wrong, if it turns out that like a 17th cousin actually is a lawyer
Justin Munizzi 4:46
To the best of my knowledge. I’m the only attorney in my family. And so I didn’t set out to be an attorney from a young age or anything like that, although I did have people, you know, kind of saying that they think that would be a good a good attorney. But I really wanted to go into construction or real estate. And so when I went to college, that’s kind of what I was looking at, I ended up getting into business law and kind of fell in love with it took a business law course and college kind of got fascinated with the ability to use the law to protect your clients and to do cool things with their estates and with their businesses. For me, I just went ahead and made the decision to to go to law school kind of at the last second. And the rest is history.
Jordan Ostroff 5:23
So what, I guess so from that, I mean, your ideal client is going to be what a small business owner that you can help with their business planning and their estate planning for themselves? And is that your ideal client?
Justin Munizzi 5:37
Yeah, we do handle a lot of those types of clients. So if you have a business owner, especially if it’s a husband and wife, for instance, their estate plan needs to sync up with their business plan, the two need to go hand in hand, they need to make sense, you know, have a succession plan, you need to have buy sell agreements, if you have key people in place, you need to figure out how you’re compensating them, whether they’re going to have a future stake in the business, if you exit the business, all those kind of things. Yeah, so in an ideal, somebody who does own a business, and also needs help with their estate plan for me personally,
Jordan Ostroff 6:04
So and that’s going to be obviously, you know, a target listener for this podcast as well. So can you walk me through? I guess, like, at what stage does that small business owner need all these things in place?
Justin Munizzi 6:15
Well, the sooner the better. So if you don’t, if you don’t make a plan in the beginning, you’re setting yourself up to fail. A lot of people unfortunately don’t really think about, they don’t think through all those kind of planning strategies when they start a business. They are a good technician, they’re good at doing something, they figure Well, I should just start working for myself. So they jumped in with two feet. And then later, maybe they started experiencing some problems, whether it’s with the contracts they’re using for their business, whether it’s getting paid with their from their customers, or there’s a death in the family, and it makes them start thinking, Well, what happens if I die or whether I’m inco…? What happens if I’m incapacitated? So the best time to do it is early on. Realistically, though, we usually come come into play when somebody has been running a business for a couple years. And then they have that wake up call, again, whether it’s a death of a family member, the loss of a key employee, and they realize, okay, we need to start professionalising our systems.
Jordan Ostroff 7:07
So it’s interesting, you mentioned that because I think that ends up being kind of a consistent theme through our whole podcast, is the you’re better off talking to somebody too soon than too late.
Justin Munizzi 7:27
Jordan Ostroff 7:28
Justin Munizzi 7:29
I like that.
Jordan Ostroff 7:30
So ideally, you want to sit down with that person before they open the business as they’re opening the business? I mean, what would be what would be the best case scenario?
Justin Munizzi 7:37
Best case scenario is you have somebody who has an idea, they started working on a business plan, they know the who, what, when, where, why, what they’re going to do. And then they come to me, and they say, Okay, here’s what I want to do. Help me work backwards from that to figure out how to accomplish it. That’s the best case scenario.
Jordan Ostroff 7:52
And so what sort of things or services are you going to provide to help them get from that having that plan to actually implementing it?
Justin Munizzi 8:00
The first thing we’re going to do is kind of look at their business plan and figure out, Okay, what documents you’re going to need in place, obviously, you know, if you’re, if you’re choosing an LLC or corporation, there’s going to be those initial filings that we have to do with the state. But then we’re going to look at are there partners involved? If there are partners? What are the roles? Do we need an operating agreement? If so, what does the operating agreement need to say? Do we need to buy sell provisions? Do we need to have job descriptions included? What happens if one person wants to exit the business? What are we going to do at that point? So we’re going to walk them through that process of getting started talking about the what ifs and the future. And then we’re going to look at how they’re actually implementing their service. So let’s just say they’re a plumbing company, right? And they’re going to subcontract the work? Well, we know in addition to form in the business, they’re going to need a customer agreement, and they’re gonna need a subcontractor. Okay, well, what if they’re doing two different types of work? What if they’re doing new construction, and they’re doing service work? Well, in that case, we probably need a new new construction contract for their customers, which caters to one specific scenario. And then we need a service kind of work order or purchase agreement kind of document for their customers on the service side. So again, just analyzing where they’re going, what they’re going to need, and then helping them get in place the documentation help them do it.
Jordan Ostroff 9:07
So really, for you, it’s kind of a two step analysis. It’s what documents Do you need, and then actually drafting those documents so that they’re there. That’s right. Any other things that you’re doing for them from that ideal client before the business gets going?
Justin Munizzi 9:20
Yeah. And then we’re also going to be looking at their staff, you know, do they plan on being a sole proprietor? Do they plan on having just one or two key employees? Or do they plan on staffing up? If they do staff up? Are they going to have employees or independent contractors? And that’s a big key distinction that I’m sure you’ve talked to other professionals on this podcast about is making sure you classify those people correctly. But if you do classify them correctly, do you need an agreement to document exactly what they’re going to do for you? Is there going to be a term of employment or contractor? Is there going to be, you know, commission structure? Where is going to be a straight salary? Those kind of things? Do we need to restrict their future competition with a non compete?
Jordan Ostroff 9:57
So I guess, let’s let’s take a little bit of a break, what are what are your three to five biggest tips on determining whether somebody can be an independent contractor versus an employee?
Justin Munizzi 10:07
Yeah, and this is kind of a tax heavy question. So obviously, consult with your CPA or accountant on this for your specific situation. But one of the key distinctions, obviously, is are you setting their work hours? Are you telling them when to show up? When to leave? Are you going to be you know, dinging them or docking their pay? If they don’t show up at a certain time? That’s a big one? Are you supplying them with tools and equipment to do their job? And this is a multifactor analysis. So it’s not just one thing? How are you paying them? Are you paying them per the job? Or are you paying them per the hour? Are you going to be supervising their work? Are you going to be? Or are you going to just say here’s the job, go do it. Once it’s done, I’m going to pay you that kind of leans toward them being an independent contractor versus an employee.
Jordan Ostroff 10:47
So really, the more control and the more you’re forcing them to do the more they’re going to be an employee?
Justin Munizzi 10:52
Jordan Ostroff 10:53
Okay. Any other key questions or key things that you think a business owner should think about when making that decision?
Justin Munizzi 11:00
Yeah, it’s gonna, it’s really again, going to depend on the facts of their scenario. So depending on the industry, they’re in, depending on the job that they want done, you know, we can run through that analysis with the person and kind of check the boxes. Again, they’re gonna want to do that in conjunction with their tax professional as well.
Jordan Ostroff 11:13
All right, so you’ve sat down with them, you figured out what documents they need you drafted them, you figured out how they’re going to staff, you’ve talked to them about some of the legal ramifications from a staffing standpoint. Anything else you’re doing with them before they start? You talking to them about any potential insurances that they need? Or that you recommend? Or is that going to be later or not going to be something you do?
Justin Munizzi 11:35
Yeah, so that’s the other thing we bring to the table is we’re not just dealing with the legal side of things, we’re also plugging them in with the other professionals that they need to be talking to. So you brought up a great point with insurance. Okay, not all insurance policies are created equal. And we know that for a fact, because we review them all the time. So we’re going to connect them with the right insurance agent who knows exactly what they need for the industry and for the kind of customers and work you’re gonna be doing. So insurance is a big one. obviously bookkeeping, and accounting is another one need to make sure the person that they connect with is competent and can do what they need to be done. You know, there’s a host, a whole host of different industries that they’ll need, perhaps a realtor involved if they’re going to be buying and selling property.
Jordan Ostroff 12:15
Justin Munizzi 12:16
We’ll plug them in with the right people as well.
Jordan Ostroff 12:17
All right, so you’ve you’ve talked to them about the documents they need, you’ve drafted the documents, you’ve talked about the staffing, you’ve talked to them about, you know what else they need, or you’ve connected them with the people who will, anything else that you want to help them through before they get started?
Justin Munizzi 12:32
Again, depends on the specific scenario. But usually, that’s kind of the basics. And then so we’ll talk about, again, organization, what kind of entity to choose, we’ll talk about what they’re going to be doing for actual work, and what documents they need in place, who they’re going to be hiring to actually do the work, whether they’re subcontracting, whether they’re actually self performing work. We’ll run through exit strategies, how long you plan to have this business? Do you want to just build it up? And have an investor come in? Do you want to have it for the life? You know? Or do you want to have for the rest of your life have that kind of be a legacy for your family? And then that gets into estate planning as well.
Jordan Ostroff 13:05
So we’ll get to the estate planning a little bit. But it’s interesting, you talk about that, because I know we had a business broker or two on that we’re talking about the setting up your business to be able to sell from the very beginning. And it’s really an interesting concept. I think, you know, a lot of people in every venture business otherwise don’t really get into it with an exit plan already in place.
Justin Munizzi 13:22
Yeah. Very true.
Jordan Ostroff 13:24
So what I mean, I guess really, that’s going to be a case by case decision, like they need to decide what they’re looking for to their business long term? Or is that something you’re going to help them with?
Justin Munizzi 13:35
Well, we’ll ask the questions to help them think through it. But at the end of the day, it’s a decision they’re gonna have to make. But yeah, we can certainly prompt them with questions that get them thinking about it if they haven’t already.
Jordan Ostroff 13:44
Alright, so now let’s transition a little over to the estate planning side. Because really, I don’t know anybody else that does what you do for the business planning and the estate planning. I’m sure they’re out there, but I just haven’t come across them. So I’m, you know, I’m that business owner, I’ve talked to you from day one, I’ve got all this stuff set up. I know that I want to be able to have the ability to sell my business at some point, maybe for retirement or maybe to my kids, what sort of things are you doing to help the business get set up from there, and then we’ll transition into the personal estate planning as well.
Justin Munizzi 14:13
Yeah, so there’s an analogy that is, it works really well. And I like it, because it relates to what I do. So an estate plan is kind of like building a house where no matter what the house ends up looking like, you’re still gonna have to have a foundation and a footer. So there’s certain basic documents with an estate plan that you’re going to need, regardless of what you plan on doing in the future. And those relate to incapacity, largely, and also what happens upon your death. So just to give you an example, within capacity, the basic document you’re going to need are a durable power of attorney, healthcare surrogate designation, that’s one of those Advanced Directive documents where you’re saying, who’s going to make decisions for me on my, on my medical decisions, if I can’t do them for myself,
Jordan Ostroff 14:50
So when so when you say incapacity, you’re talking about being in a coma, you’re talking about having some sort of, you know, mental health issue both those I don’t,
Justin Munizzi 15:00
Yeah, incapacity is a judicial determination.
Jordan Ostroff 15:03
Justin Munizzi 15:03
And so that’s something that it could take a bunch of different forms, it could be that you’re in a coma, could be that you don’t have mental capacity, you’re suffering some sort of mental disease that prevents you from making decisions on your behalf. But yeah, incapacity is one of those things that people don’t think about a lot, we think sometimes about our death. And we think about a will. But what happens if you’re, you’re still alive, but you just can’t make decisions for yourself. Now that the impact of that gets compounded when you have minor children in play, as well. So one of the other things will look at, and this is still with that basic foundational level, is who’s gonna provide for your minor children, if you can do it yourself?
Jordan Ostroff 15:37
But for this, we’re talking about the personal estate planning, right?
Justin Munizzi 15:39
Jordan Ostroff 15:39
All right. I just before we get into that I want to talk about from the business, from the business exit plan strategy or whatnot? Or is that something that’s just going to be in the like, it’s not gonna be in the articles of incorporation for the business?
Justin Munizzi 15:54
No, yeah. So there’s, there’s a couple things you can do. The articles of incorporation, or the Articles of Organization, depending on whether it’s a corporate LLC, is just the document that creates the business, and it’s a blank slate. So if you’ve just filed an article of organization, you own a business on paper, but you haven’t said anything about how that business is going to operate, or what your role is in it. And if you don’t state, then you’re just going to be having you’re going to be held to the statutory default rules. So what what we can do is in the operating agreement, number one, we can have a buy sell agreement. So if you have two spouses, or maybe people who aren’t married, what happens if one of them dies, and this touches on estate plan? Well, one of them dies, usually the other person wants the right to be able to buy out their interest, so that they don’t become a partner with the the spouse of the person who died.
Jordan Ostroff 16:40
So that would be so two people not married, you would put something in there that if one of them dies, or becomes incapacitated, the other one has to buy it out has the option to buy it out either, either of those two things?
Justin Munizzi 16:52
Either of those two things, depending on what the parties want. So we can make it mandatory or voluntary, where they basically have an option to purchase from the state of the deceased member.
Jordan Ostroff 17:00
And what would be the common decision of price?
Justin Munizzi 17:04
The common decision of price, there’s, again, two ways to do it, you can stipulate to a price in advance, okay. And so a lot of times, what people will do is they’ll get a life insurance policy on each of the partners. In this case, let’s say there’s two people. So you have life insurance, which would fund the purchase price, and we’re just going to say that the purchase price is the face value of that policy. That’s one way to do it. The other way to do it is to say, when we die, or when one of us dies, we’re going to appoint a third party appraiser, who’s going to then evaluate the company and say, okay, based on the value of this company, you’re 50% interest, or whatever the case is, that’s worth X amount, and that’s what this person is going to buy.
Jordan Ostroff 17:38
And what if it’s not a partnership? What if it’s, you know, somebody who owns 100% of the company? Do they need to put something in place that determines what happens to the company upon their death?
Justin Munizzi 17:48
Yeah, so that’s where we get into the estate plan, because they’ll be there. Let’s say in the case of an LLC, their membership interest is an asset, it’s a personal asset to them, when they’re the sole owner. Okay, so now we have to ask what’s going on happened with that asset? Once they die? Now we’re getting into the will, so we could have it to where it goes to the spouse, or it goes to a third party. If there’s somebody that they trust around the business, we can have it go that way. Any number of things, and that’s where really you get into the estate planning.
Jordan Ostroff 18:16
Okay, so walk me through that process. Again, I know all this is gonna be case by case specific, but what’s kind of a general? What’s the general process for something like that?
Justin Munizzi 18:26
Sure. I mean, we’re going to analyze the situation with the client, of course, and we’re going to ask questions like, is the spouse that would inherit the hundred percent interest in that company? Are they able to run the business? Do they want to run the business? Maybe they don’t, maybe they’re just going to get that asset, and they’re going to sell it. So it really depends on the scenario, that the facts of the of the client, and what their situation is. So a lot of times, what we’ll do is we’ll have the will where it goes to the spouse, spouse knows that they’re probably just going to sell the business off. But they probably have life insurance and play as well to cover that person once they pass away.
Jordan Ostroff 18:58
So will you can you also put something in for the sale of business upon and incapacity?
Justin Munizzi 19:04
Yeah, you can. In fact, if we have somebody, here’s, here’s a common example, you had somebody who has been with the business for 10-15 years, or a highly trusted employee, they’re an integral part of the business, and we want to make sure they’re taken care of, so we’re going to give them an ownership interest in the company. Okay, well, what happens if that person becomes incapacitated? Well, we can put in there a provision that says if they’re incapacitated, or there or they’re disabled for a certain period of time, then it triggers it buy-sell provision where we get that interest back from them.
Jordan Ostroff 19:32
Okay. And so really, I mean, it sounds like you can contract out almost anything that you want.
Justin Munizzi 19:38
Yeah. And that’s why it’s hard to get really specific. Because we look at every single case, you know, with with a fresh perspective, and it truly is a blank slate within the law, you can do a lot of different things, both in the operating agreement or shareholders agreement. And with the estate plan. It’s kind of a blank slate.
Jordan Ostroff 19:53
And I love the concept of for the partnership having a life insurance policy in both directions, because then you don’t you don’t negatively inconvenience either partner based upon the other one’s death, but you do positively help the family.
Justin Munizzi 20:06
Jordan Ostroff 20:08
And that would be something or what does the business would make all the payments from it? Or?
Justin Munizzi 20:11
Yep, yeah, typically, the business will pay out the premiums.
Jordan Ostroff 20:14
So walk me through some of the biggest problems or red flags that you see, when reviewing these documents that are already in place. I mean, obviously, some people are not going to have in place at all. That’s probably the worst case scenario. Let’s say they do. And they went on LegalZoom, or they got you know, bad advice. What are some of the things that they can go through their documents to say, hey, I need to get this reviewed by somebody better or get an updated?
Justin Munizzi 20:38
Yeah, LegalZoom, is kind of the bane of my existence, because people will go on there, and they see a document for 50 bucks and they go great, I don’t need to hire an attorney, I’ll just pay 50 bucks and get this boilerplate document. The problem with that is that a lot of those documents are generic. They’re not custom tailored to state law. So LLC is are creatures of state law. It has to be specifically tailored to Florida law. The second thing is they’re very, very basic that most of those agreements are eight, nine pages, the operating agreements, we end up drafting for LLC are usually 35 pages. And it’s not because we like writing, it’s because there’s a lot of stuff to talk about, and a lot of things to think through that the average consumers not thinking about.
Jordan Ostroff 21:16
So right off the bat, if somebody buys something from Legal Zoom that’s not tailored to Florida law. Is Florida, just going to throw it out. Are they going to throw it out to the extent they can? Are they going to what’s going to happen?
Justin Munizzi 21:27
Yeah, so if there’s a provision in there, that’s not enforceable, obviously, they can’t enforce it. There may be things in there that don’t make sense. They were drafted under a California statute. And so they just don’t even make sense when you’re considering them in light of Florida law. Yeah. So again, it’s one of those things where you think the recurring theme I see is you don’t know what you don’t know. So I have clients who come to me who don’t even know what they’re missing, because they haven’t consultanted an attorney. And so we’ll talk to them and say, Well, did you consider this? Did you consider that? And so people think, well, I have a five page agreement it’s playing. It’s, I got it off of LegalZoom, and that’s all I need. But really, they’re not even aware of the stuff that they’re missing.
Jordan Ostroff 22:05
Yeah, I always, it’s always interesting to talk to people about contract law, because I remember, you know, my first day of law school, our professor was like, never signed a contract without reading it. And like two weeks after that the school sent an update to our code of conduct or whatever. And so I go into the registrar’s office, and I’m reading through this, I’ve, I don’t think I’ve ever read through a contract before, but I’m like, all right, I need to read this two page document. And the registrar was like, Hey, you know, you’re the first person that’s read it. When everybody else is signed, it was like, What are you talking about? Like, we just like, I just thought it was told this.
Justin Munizzi 22:35
Yeah, you get extra credit.
Jordan Ostroff 22:37
No, I didn’t. But the registrar like me, I, you know, I don’t know if it was after that, or whatnot. But I got into all the classes I needed. I don’t it’s good. I don’t know if it was because I actually read through the the update of the student policy. But yeah, I just, you know, it’s, it’s interesting that we don’t, you know, we go on iTunes, or we get a cell phone, and we’ve got that contract of adhesion, we’ve got no bargaining power, we have to sign it. And it’s 47 pages and six point font, right. But I think a lot of people don’t utilize a contract to their benefit, because it sounds like here, you know, sitting down with you, or sitting down with another attorney, I mean, I can get almost anything that I want lined up in advance, which I’m assuming is easier when you need to start using it,
Justin Munizzi 23:15
Right? An ounce of prevention is worth a pound of cure. There we go. I often use phrase, but it’s, it’s very true. And I find myself repeating it a lot. Because it’s really, really true when it comes to contracts. If you hire us, and we and we draft an ironclad agreement for you, you know, you’re going to pay for it because we we believe that, you know you things that are cheap are not usually the best. And so we charge a reasonable fee, we give ironclad documents, and you may not even see the effect of having those ironclad documents until years later, when you end up in a dispute, or, for instance, an operating agreement situation, you know, you have a partnership dispute and somebody needs to exit the business, now you have the ability, okay, you have a roadmap of how to do that. Whereas if you don’t have an operating agreement, or you have one, that’s insufficient, you’re left with the statutory default rules, which are not always in your favor.
Jordan Ostroff 23:59
Well, I always kind of try to tell people that, you know, having those contracts in place is basically having auto insurance and getting into an accident, you know, there, there’s still going to be something terrible that happens. But the long term ramifications of it are going to be lessened based upon you having, you know, UM coverage based upon you having, you know, an arbitration provision in the contract, you know, whatever it is, as opposed to just opening yourself up to really the, you know, the total whim of lawyers, because there’s nothing written in place for to limit the scope.
Justin Munizzi 24:28
Yeah, and I’ll just give you a real quick example. And this is a situation where we didn’t draft the contract, but we reviewed it. So we do a lot of commercial lease review. And you know, 90% of the time it’s the tennant that we’re representing. And again, these commercial leases, they’re getting longer and longer, it seems by the day, so I’m seeing leases that are now 50-60-70 pages, exclusive of exhibits too. So in those agreements, the landlord is trying to do everything they can to retain all control all rights, and to give up non to the tenant, which is very one sided. So we’ll go in and we end up with redlining the document. And then we’re going to do a series of negotiations with the landlord’s attorney,
Jordan Ostroff 25:03
But by redlining you mean editing, editing.
Justin Munizzi 25:06
Correct. So will will literally pull it up, we have a word draft will go through. And it is time consuming. But it’s worth every minute. Because a lot of times we’ll find stuff in there that is just unbelievably one sided. And we’ll bring it to our our clients attention. And they’ll be flabbergasted because they had no idea was in there. Quick example. So I was doing a lease review for a commercial tenant. There they have a new business, they’re going into a space here in Orlando, in the lease was one little provision that would not have, you know, if they were reading, they probably would have not even thought it was an issue. There was a provision providing that if fire sprinklers were to be added to the suite. And there are no fire sprinklers right now, that would be the tenants sole responsibility to install those it would be on them to install it and they pay for it. Well, nobody was talking about fire sprinklers in the conversation. But I know from experience being in construction, how expensive that actually is. That’s like $20 – $30,000 retrofit, if you have to add those, and there’s no no reason my client should be responsible for that. So I ended up changing it to the landlord responsibility. I was able to negotiate that into the lease when I talked to the landlord’s attorney. And we got that agreed upon Welcome to find their they’ve now execute the lease. And it turns out that part of the tenants build out the building department is requiring them to put in fire sprinklers, maybe $20,000.
Jordan Ostroff 26:17
So a couple couple grand new really early, save them quickly.
Justin Munizzi 26:20
Yeah. And my client sees that. And that makes me happy because they realize that paying me was more than worth it. Because that now they’re saving $20,000.
Jordan Ostroff 26:28
Okay, that’s awesome. So what and again, I know this case by case specific, but what’s going to be the approximate cost for you or a similar attorney to review the documents to make sure that they’re still accurate, that they cover everything, you know, etc, if they’re already in place just to go over everything, and have kind of what would be that first conversation. But isn’t that first conversation anymore?
Justin Munizzi 26:49
Yeah, so in a lot of situations, we will do free contract review, we offered this to construction industry clients, what I find is 90% of time, their contracts are insufficient. There’s generally always room for improvement on other certain contracts, if they know that it needs to be revised or negotiated. We offer an hourly rate on that. And so we’ll do it on an hourly basis. With commercial leases. Usually, it’s taken average two to three hours to get that document completely read lined and negotiated with the landlord.
Jordan Ostroff 27:17
Gotcha. Okay, so we’ve got that stuff in place. We’ve got the review on those. Let’s talk about the estate planning and more details. I know, you talked about some of the durable power of attorney and whatnot. But what are some of the other documents that you think everybody has to have?
Justin Munizzi 27:32
Yeah, so the basic, again, the foundational stuff, last will and testament, alright, this is what you want to happen with your assets upon your death. You also name in that document, your personal representative, personal representative, a lot of people call it an executor in Florida. It’s it’s called personal representative, but it’s the same thing. So it’s the person who’s responsible for gathering up the assets of the estate, paying off any creditors that may exist, and then distributing those assets in accordance with your desires and the will. So you’re going to specify that you You can also specify things like funeral or burial arrangements, cremation things, again, like that. So you’re leaving a roadmap for those who survive you. That’s your last will and testament, the durable power of attorney is something that gives somebody access and the ability to make decisions on your behalf if you’re incapacitated. So essentially, what that document does, and the ones we draft are very comprehensive, is that basically makes this person who you designate it makes their signature just as good as yours. Okay, all right. So they can sign on documents, transferring property, they can even control your social media accounts. So God forbid, if you’re incapacitated, and they needed to get into access information on your social media account or to change something that had the ability to do that.
Jordan Ostroff 28:37
Can they also delete my browser history?
Justin Munizzi 28:39
They probably could do that as well.
Jordan Ostroff 28:40
Justin Munizzi 28:41
Yep. So durable power of attorney, then we have, I’ve already talked about the healthcare surrogate designation, again, that’s the person that you’re naming to make medical decisions on your behalf if you’re in, let’s say, in a coma. And then we also have the premium Guardian designation and the HIPAA release. So I’ve covered a lot, a lot of ground there. What questions do you have on those?
Jordan Ostroff 29:01
I mean, I don’t understand what any of those are. So
Justin Munizzi 29:03
All right, well, I told you about the durable power of attorney, healthcare surrogate designation, again, person who will be able to make medical decisions, if, let’s say you’re in a coma, and the doctor says, hey, there’s this treatment that I’d like to try and this person it’s experimental. But we’ve had really good success with it and like to try it on them. You know, if you’re in a coma, and you have nobody who was designated in advance who can make that decision, you’re going to be out of luck. If you have a healthcare surrogate, then they can say, Yes, I consent to that, and they can be able to do that. So that’s, that may be the difference between you coming out of the coma or not.
Jordan Ostroff 29:33
And so, ideally, so going back to that ideal client that you know, about to be small business owner, are you discussing all this stuff with them at the same time you’re discussing the business stuff,
Justin Munizzi 29:43
Usually will break that up into two meetings? Okay, well, if they’re coming to us on a business matter, we’ll talk about the business stuff first. But then we’ll say hey, by the way, you need to be thinking about your estate plan. We’ll go over the documents with them, we have a nice little brochure that talks about what they are. And then we’ll set up a follow up meeting. And this is free. By the way, we always offer consultations for estate planning, we’ll set up a second meeting to go over that and answer any questions they have. And then they’ll go away from that meeting, with a questionnaire that gives us some information that we need to draw up the documents. And they’ll also have a flat fee price on what it’s going to cost to drop those documents.
Jordan Ostroff 30:14
And obviously, you know, now that they’ve got that business, which hopefully is going to be a long term asset, it’s very important to make sure that you have the right thing in place for it.
Justin Munizzi 30:23
Jordan Ostroff 30:24
So if they’re not a, if they’re not a partnership, is there any specific document extra that they need for the business, or that’s just going to be treated the same as any other asset for the estate planning standpoint?
Justin Munizzi 30:37
Well, by partnership, but it also mean, you know, like a two member LLC, or two shareholder Corporation, generally when there’s two partners,
Jordan Ostroff 30:45
So you talked about, like, if there’s multiple people with the business, you can work in the life insurance to pay out, you can work in the automatic buyouts, whatever it is along those lines. But if those are not there, if it’s going to be just them, do they need a specific extra document for the business estate planning for the personal estate planning for the business to get covered, or that’s just going to be treated like a normal asset? Same as a house, same as a car, same as whatever?
Justin Munizzi 31:10
Yeah, so if it’s two individuals, things get complicated when you have when you have a business owning another business, okay, you have an additional layer of analysis that are but when it’s two individuals, two or more individuals who own a business, you’re going to need that governing document. For an LLC. It’s an operating agreement. For a corporation, it’s a shareholders agreement for a partnership, it’s a partnership agreement. And so that thing is going to be kind of the master agreement that controls the relationship, then each individual needs to talk about their estate plan. And so each of them needs to retain counsel to talk about, okay, what’s going to happen with this asset that I now have, which is ownership in the business?
Jordan Ostroff 31:43
If you’re representing the business? Can you represent one of the owners of the business personally for that? Or is it best practice to have three attorneys involved in a two person business plus the personal estate planning?
Justin Munizzi 31:56
Yeah, when we’re dealing with a business client generally will just represent the business. If there’s, again, if there’s more than one person who owns the business, usually we’ll conflict it out, we’ll just represent just the business, there have been limited circumstances, and we’ll get a conflict of interest waiver, of course, will will represent the business and one of the individuals as well. But definitely not the business and both individuals that would be probably a non waivable conflict.
Jordan Ostroff 32:17
What if business is owned by like husband and wife?
Justin Munizzi 32:19
Yeah, and there’s situations we will do, usually a spousal consent and waiver of conflicts will represent the couple and the business. But obviously, that’s clearly documented in our letter of engagement, and they agree to it.
Jordan Ostroff 32:31
Alright, so for me, you know, I own half the firm, my wife owns half the firm, we’ve got our state plan, etc. So we need, what do we need if one of us dies? Extra from that? I mean, as long as we’ve got our operating agreement that talks about what’s going to happen with the business ownership, as long as we’ve got, you know, the business assets going into a trust that both of us die. I mean, is that all that we need?
Justin Munizzi 32:53
Yeah, I would have to look at your state plans, you have to come in for a free consultation, Jordan.
Jordan Ostroff 32:57
All right. Well, we’re making business for Justin right now.
Justin Munizzi 33:00
It’s well worth the time then.
Jordan Ostroff 33:03
So what? So let’s go back to this, you know, I’m a small business owner, I’ve got a bunch of documents. Is there anything that I should be checking my documents that should raise an immediate red flag to go talk to you or somebody similar? Or should I just, you know, every two to three years, make sure this stuff gets reviewed?
Justin Munizzi 33:19
On the business side?
Jordan Ostroff 33:21
On? Yeah, on the business side?
Justin Munizzi 33:22
Yeah. Well, the first indicator, or the red flag is if the kind of person comes to me and says, hey, I’ve got this operating agreement, I have no idea what it says. Or it was drawn up by an attorney, they kind of just rush the process, I paid them, you know, an exorbitant amount of money, usually, and I don’t know anything that’s in it. That’s usually a red flag. Because if you don’t know what’s in your document, then you don’t know what your rights are and what your obligations are.
Jordan Ostroff 33:42
Justin Munizzi 33:43
So a lot of times we’ll have people who come to us and say, yeah, we had the same drawn up, but I really don’t know what’s in it, or why what is it, isn’t it?
Jordan Ostroff 33:49
So really not having it or not understanding it? Those are gonna be the biggest things are like I need to call dressing right now. That’s right. Okay. So while we’re there, can you give us the contact information? Again, somebody’s gone through this, we’ve, we’ve seen them poopless properly with all this discussion, and they need you?
Justin Munizzi 34:03
Absolutely, yeah. Feel free to call us anytime 407-501-5500 or email firstname.lastname@example.org. You know, we, this kind of gets into one of the questions you want to ask on the sheet that we had here, but we pride ourselves on being really accessible. So we’ve worked to make our client experience really user friendly. And so when you call in, you’re gonna have somebody pick up the phone, always, we have service to help with that. And so we’re gonna have some,
Even three o’clock in the morning on a Sunday?
Three o’clock in the morning, in the morning on a Sunday, we’re working on that one. But if you call anytime within 7am to 6pm, you’re going to have somebody who answers the phone, a real human,
Jordan Ostroff 34:41
So not so more than normal business hours, but not necessarily 24-7.
Justin Munizzi 34:45
That’s right, yeah. But even if you call after hours, we’re going to get that voicemail, we’re gonna be calling you back immediately in the morning. So but yeah, you’re gonna have a live human who you talk to who who’s going to understand why you’re calling and gather information, then we’re going to review that information set up a time to talk with you either person over the phone right away.
Jordan Ostroff 35:02
Okay. So anything else that you want to make sure a small business owner knows about the business documents about the personal estate planning about, you know, anything along those lines?
Justin Munizzi 35:15
Well, you need to have a plan if you don’t have a plan, you’re planning to fail. So
Jordan Ostroff 35:19
I like that?
Justin Munizzi 35:20
Yeah, I did. I can’t take credit for that. I just found it.
Jordan Ostroff 35:23
I mean, I didn’t think he came up with it. But it’s still a good thing.
Justin Munizzi 35:25
It is. Yeah, if you don’t have a plan at all, then you need to have one. And it’s not just that we like pushing paper and we want to draw up documents that you don’t need. It’s that we truly want to help you protect your interests and have a plan in place so that you’re not creating a burden on your family and those around you if and when something happens.
Jordan Ostroff 35:43
So well, if if that changing three or four words saves your client $20,000 on sprinklers, I can imagine having a you know, 10 page operating agreement could save $200,000 or more.
Justin Munizzi 35:53
Absolutely, yeah, and especially when you’re talking about avoiding probate. So when we get into trust, you know, one of the main focuses of a trust is to try and avoid probate. So probate can be expensive in Florida, you’re not allowed to do it pro se meaning that you can’t represent yourself you have to hire an attorney. Attorneys obviously cost money. So you’d be sitting if you can have assets that don’t go through probate, you’re going to be saving on what you pay that attorney and you’re gonna be saving on the length of time it takes to probate the estate,
Jordan Ostroff 36:20
Which I’m always mind boggled when somebody super famous and super wealthy guys without a will.
Justin Munizzi 36:25
Jordan Ostroff 36:25
Like Aretha Franklin was worth hundreds of millions of dollars and had nothing in place.
Justin Munizzi 36:29
Same thing with Prince, I believe, yeah, no estate plan.
Jordan Ostroff 36:32
And so I mean, that’s where he’s got to be salivating you’re getting a percentage of the estate.
Justin Munizzi 36:36
That’s right. Yeah, probate. There are statutory fees that are that are set by the Florida Legislature where they say, here’s what a reasonable fee is to charge by the attorneys. And it is a percentage of the state, kind of like how realtors work on a commission basis. It’s very similar to that.
Jordan Ostroff 36:50
So if you’ve got if you’re worth $200 million mean, that attorney is going to be pocketing 2% 5%. I mean, what’s the
Justin Munizzi 36:58
it’s a graduated scale it stated in the statue, so it’s a certain percentage up to a certain threshold, and then it goes up. So 3%, and then down to two and a half and two. And so you have to kind of run a calculation on what it would be.
Jordan Ostroff 37:10
I mean, no matter how you break it down, it’d be a lot, it’d be certainly certainly a lot more than a couple thousand dollars for the documents to be in place beforehand.
Justin Munizzi 37:17
That is correct. It’s a significant amount no matter how you slice it.
Jordan Ostroff 37:21
All right, so we end every podcast with the same question you can take as long as you need, we can edit out the dead time. You know, what is that one piece of advice? That if if nobody takes anything else from this conversation? What’s that one piece of advice you want to leave them with?
Justin Munizzi 37:38
I’m glad you finally asked a question that was on the sheet. I was prepared for it.
Jordan Ostroff 37:41
I try. It only took me 48 minutes?
Justin Munizzi 37:45
Well, I actually have to I know you’re asking for one. But I’m going to give you to the first one. You know what
Jordan Ostroff 37:49
I like it will let you will let you have a second.
Justin Munizzi 37:50
Let me slide. Okay. Well, we touched on this earlier, but please don’t rely on a Google search or a legal document database, like LegalZoom for legal advice. Okay, so there’s nothing wrong with doing a quick Google search, you need to find out the questions you should be asking or the things you need to be thinking about. But don’t use that as a substitute for legal advice. Just like you’re not going to go on WebMD, and then take that as as the same thing as a doctor’s opinion. You may look on WebMD to find out if you have a certain issue, but you’re still going to go see the doctor, the same thing with a lawyer.
Jordan Ostroff 38:16
And let me jump on that. Also don’t take that one thing that happened to that one cousin of yours that one time when they did this once? Right, we get that a lot, especially on the you know, criminal defense side of our, our practice. And I’m always like, all right, well, what were the facts? What happened to the victim? What County? Was it in? What was you know, what was their history? Like? What are all the other issues and they can never, you know, I don’t ever get an answer to those questions. I’m like, All right. Well, that’s maybe one of those answers is why it happened this way, as opposed to the hundred thousand times when it happened the other way?
Justin Munizzi 38:42
Yep. Well, and that ties in nicely with with, with something else I’d say, which is, you know, your family will have all kinds of opinions, all our families have opinions about everything. And so your, your family is not always right. So if they give you advice, don’t necessarily take that as as the final word. Second point I have is you don’t know what you don’t know. And that’s the reason we’re in business. We are not gatekeepers to the law. We are people who are advocates, and we are counselors to be in your corner and help you make wise decisions. And we’re only a phone call away. I have no issue. And I do it frequently with giving people guidance over the phone, who don’t immediately become my client. Most of the time, they do call back later, we end up working together. But I’m not going to say Well, I’m not going to tell you anything until you come in for a paid consultation. I often give people free guidance. And I have no issue with doing that. Because I want to help people.
Jordan Ostroff 39:29
Yeah, it’s always interesting to me, the we’ll have clients call, they’re like, Hey, I know this is stupid, but and literally had one of them do it that I was able to refer them to a consumer protection attorney. And it was like, a $10,000 recovery for them because they’d gotten like 10 text messages from some tanning salon.
Justin Munizzi 39:48
Jordan Ostroff 39:48
And so here’s this, here’s this person thinking that like, I’m going to embarrass this attorney by asking my question, and instead I’m like, No, here’s a here’s a bunch of money in your pocket for them violating the can spam act.
Justin Munizzi 39:57
Jordan Ostroff 39:58
Not. So yeah, that’s it. Why, you know, I always kind of look sideways when when attorneys are unwilling to have just a brief, you know, quick conversation with people because, like you said, you don’t know what you don’t know.
Justin Munizzi 40:07
That’s right. Yeah. So I guess a parting thought would be you know, don’t just assume that attorneys are inaffordable and accessible because we’re the exact opposite, and we pride ourselves on it. So pick up the phone, send us an email, we’d be glad to set up a time to talk at your convenience.
Jordan Ostroff 40:22
Well, or at least you can find out that the attorneys not affordable but right. At least put yourself in that position. instead of assuming in the.. So, what was your thing an ounce of prevention is worth a pound of
Justin Munizzi 40:31
That’s right? Yep.
Jordan Ostroff 40:32
All right, there we go. We got that we got the stitch in time saves nine we got the early bird gets the worm. So I hope our hope all of our listeners will take affirmative steps to protect themselves going forward.
Justin Munizzi 40:42
Fantastic. And if we can do anything to help again the numbers 407-501-5500 or send us an email anytime at info@munizzilaw
Jordan Ostroff 40:51
Justin Munizzi 40:52
Jordan Ostroff 40:53
All right. Thank you so much, Justin. Nice to have you.
Justin Munizzi 40:56
Likewise. Thanks for having me.
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