Washington Lawyer - October 2019 - 45

THE PRO BONO EFFECT

From a nuts-and-bolts standpoint, many Small Business
Clinic clients are in the early phases of business or nonprofit
planning. Meeting with an attorney at one of these
clinics allows aspiring entrepreneurs to get crucial,
big-picture legal advice at a stage when the cost of
hiring paid counsel cannot be justified.
Once a month, Darryl Maxwell and his team from the D.C. Bar Pro Bono Center's
Small Business Legal Assistance Program host the Small Business Brief Advice
Legal Clinic ("Small Business Clinic"), a walk-in clinic open to prospective and
existing small businesses and nonprofits of all shapes and sizes. The legal issues
clients are encouraged to raise during these attorney consultations run the
gamut of transactional matters, including entity formation, real estate, intellectual property, nonprofit administration, and employment.
The public benefit of hosting such clinics cannot be understated. Washington,
D.C.'s community of aspiring entrepreneurs is as diverse as it is vibrant. Many
Small Business Clinic clients speak English as a second language, or come from
segments of the population that have traditionally faced barriers to starting
small businesses. In addition to fostering a welcoming and inclusive environment at all its clinics (including making special arrangements for translators
when necessary to facilitate communication between a potential client and
clinic volunteers), the Small Business Legal Assistance Program annually hosts
clinics specifically targeting deaf and Spanish-speaking small business owners.
Put quite simply, this program is among the most innovative, worthwhile,
and well-run pro bono programs I have come across during the course of
my legal practice.
From a nuts-and-bolts standpoint, many Small Business Clinic clients are in the
early phases of business or nonprofit planning. Meeting with an attorney at one
of these clinics allows aspiring entrepreneurs to get crucial, big-picture legal
advice at a stage when the cost of hiring paid counsel cannot be justified. Many
clients have put their life savings into fulfilling their dream of starting a small
business. With money stretched thin, legal services are often one of the first
expenditures small business owners forgo in the interest of getting a business
up and running. Unable to afford counsel, such business owners can be
coerced into signing leases, joint venture agreements, and many other legal
instruments without truly understanding what they are getting themselves
into. Clinic consultations provide these clients with an informed explanation of
proposed business arrangements, as well as advice on structuring and areas in
which they might want to push back in negotiations.
There is little in the way of available statistics regarding the engagement of
counsel by small business owners, but the most compelling anecdotal evidence
for the necessity of these Small Business Clinics comes from my own personal
observations during consultations with clients on issues arising from existing
business arrangements.
Some of the most common legal pitfalls small businesses fall into are entering
into agreements in their individual capacity (rather than forming a businessspecific corporate entity to act as a shield to personal liability) and operating
several distinct businesses under the same legal entity. It's also not uncommon
for clients to have been operating a business in reliance only on a verbal
Photos: Patrice Gilbert Photography

agreement with a business partner or landlord, something Small Business Clinic
volunteers like me most emphatically do not recommend.
I met with one client who had been co-operating a catering company for
20 years, at which point his business partner decided to unilaterally sell the
business. Although the parties had shared the business's expenses, the majority
of the venture's property was in the client's partner's name. Under these circumstances, litigation becomes substantially more complex, uncertain, and
expensive for those involved.
My experience volunteering at these monthly Small Business Clinics is
rewarding on both a personal and professional level. At a time when young
attorneys are under considerable pressure to specialize their practice early on,
these clinics provide exposure and work experience with respect to a plethora
of legal topics. Additionally, the pro bono opportunities on offer at local law
firms can skew considerably toward litigation matters. Small Business Clinics
offer transactional attorneys the opportunity to put their skill sets to use in a
pro bono context without having to learn a new area of law or appear in court.
Another terrific aspect of the Small Business Clinic is the long-term pro bono
relationship it fosters between local law firms and nonprofits. Owing to my
time volunteering with these clinics, I have developed pro bono connections
with two local nonprofits promoting economic development in the District of
Columbia. The ability to reach out to counsel on short notice regarding matters
requiring an attorney's expedited review is invaluable to these organizations.
Some of the consultations over the years have pulled at my heartstrings; others
have been a lot of fun. A few personal highlights include researching the regulatory considerations associated with opening a paintball course in the District
of Columbia, assisting a local hair salon in structuring its chair rental arrangements, and reviewing a special event contract with a local professional sports
venue. It's an experience I look forward to each month and one that I regularly
encourage other local transactional attorneys to consider.

If you're a transactional attorney interested in helping communitybased nonprofits and small businesses in the District, contact the D.C.
Bar Pro Bono Center at probono@dcbar.org.

OCTOBER 2019

WASHINGTON LAWYER 45

Washington Lawyer - October 2019

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