By Charles Moster
The weather was uncharacteristically warm for October in Austin and I found myself driving down a scenic road and thinking about all things holidays from ornaments and candy canes to mistletoe and angels. Yes, angels. There is certainly an abundance of angels this time of year of every shape and theme imaginable and all bearing that perfect ceramic or cushy halo above with the insignia below “made in China”. As I continued to drive with some distraction my mind wandered to halos, and perforated ones at that!

One of my “Mosterisms” over the years is that “you can’t retool a lawyer” (more on that in a later article). The other one is that “some people are just born with a hole in their halo”. All joking aside, I believe this to be a truism and it is the holy grail of our entire legal system. Some people simply have no appreciation for what is right and wrong and are motivated to exploit other people and separate them from their possessions. It’s really that simple. Name an area of law and the entire theory is based on protecting good folks against bad folks with holes in their halos. 

• Contracts - Someone violates your agreement or wors, breaches the entire deal. Bottom line is they don’t want to perform as promised. 
• Intellectual Property - Someone wants to steal your idea, logo, or invention, ergo non-disclosure agreements, trademarks, and patents.
• Litigation - You’ve been wrongly attacked and need to fight back or get back something that was taken away from you.
• Trusts & Estates - Well, you don’t want your loved ones fighting amongst themselves over the status of your stamp collection!

And so on.

Now, perhaps this sounds a bit negative like a doctor or nurse just focusing on illness because they work in a hospital and a law firm is a “business hospital” of sorts. Frankly, I believe 8 in 10 people need no supervision at all, it’s just that dangerous 20% without halos. Statistically, you will run into them at some point in the life of your business and need to be prepared to fight back. Here’s a few suggestions:

• Find yourself a good lawyer. I know that sounds self-serving but I suggest this to my readers in all candor. Find someone who is skilled, knowledgeable, and been around the business block at least a thousand times! Avoid venues with fancy paneling, designer water, ancient portraits of partners staring down at you, or the classic sign of distress - the “ching-ching” sound. 
• Engage your lawyer proactively. This is essential. Most clients seek out an attorney when their unmentionables are already on fire. That’s a costly mistake. Call your lawyer before you sign any sizeable contract or enter into a business arrangement so he or she can tell you what the “ghost of Christmas Future” portends. Recently a new client walked in who relied on his banker and signed a multi-million dollar land development deal. He was sure that his banker gave him the proper advice (even though he didn’t have a law degree or a halo) and that he could not only terminate the contract but get back his substantial earnest money deposit. My partner Rick Ressler looked at the contract and was horrified. It was that bad. Here’s what RIck said, “I could’ve spent 15 minutes and told the client never to sign this travesty. Instead, he probably just lost $10 Million…” Case closed.
• Find a advisor/mentor you can trust. I recommend that all my clients find at least one person with substantial business experience combined with business success to provide ongoing counsel and advice. This is an excellent way to inoculate your business from “halo-less” people. Typically, a colleague will not charge for this service and be honored to help out. Some of my clients with larger business concerns have actually assembled “advisory boards” for just this role. Seek out experts with experience directly in your business as they will offer the most relevant and tailored advice. Use this individual proactively (see above).
• Beware of Insurance Companies. What do you call someone or something that not only lacks a halo but cannot spell the word? Alright, I am biased here and have just made full disclosure. In 22 plus years of being an attorney I’ve only met one insurance company I could trust and, in fact, represented them for many years. In my view, most insurance companies have one singular objective and that is to avoid paying on your claim. Of course, this runs counter to the constant barrage of advertising that the insurance companies are our dear friends and neighbors. In my experience, these companies deny clients’ legitimate claims right out of the box and then fight you every step of the way. The moral of the story is to mute out all insurance TV commercials and to consider this proclivity of claim denial in your business planning. I counsel my clients NEVER to engage in business as a sole proprietorship in hopes that an insurance company will pay out. Don’t bet the family farm or savings. Instead, see your lawyer and have a proper business entity like a corporation or LLC set up.

Well, all this halo analysis raised the temperature in my car about 10 degrees and I had to flip on the air conditioning. Here it was late October and I was already stressing out about holiday accoutrements. I got to my destination and parked the car. There were lilies near the parking lot and my mind wandered to thoughts of Jimmy Stewart, “Harvey”, and Spring.  Hmmmm, what legal analogy can I come up with to describe the Easter Bunny?