Taking care of business is a complex endeavor. Addressing the many legal issues inherent in it can be particularly intimidating for many small business owners.
The Small Business Legal Clinic
in the University of Idaho's College of Law provides free legal aid to businesses that are starting up, growing, redefining or just looking for ways to expand their bottom line. The clinic’s mission is twofold: provide relevant education to law students and help small businesses at a critical time in the start-up phase of their business operations. Businesses that “graduate” from the clinic will then use private law firms for ongoing legal services, having acquired a better understanding of how the legal profession can assist entrepreneurs in capitalizing on business opportunities.
“The Small Business Legal Clinic is designed to bridge the gap between classroom theory and the practice-related skills necessary for a graduate to practice law,” said Lee Dillion, Boise-based College of Law external programs director and an attorney with significant private practice experience in business law. "Those skill sets include problem solving, effective legal research, fact investigation, client interview and intake, communication skills, counseling and the ability to draft technical, legal documents."
The SBLC operates in partnership with the Idaho Small Business Development Center at Boise State University.
Third-year law students at the University of Idaho work at the clinic under the guidance of Dillion, who interviews potential clients to determine what services are needed and whether or not he and his students can be of assistance. Clients are informed about the educational purpose of the clinic, and must demonstrate a willingness to work with students.
"Our motto is that we're free, but slow, because we're a teaching clinic," Dillion quipped.
Once the client is accepted, the program operates like a corporate law firm. The student and a faculty supervisor meet with the client to learn about the client’s proposed venture or legal problem. Following the meeting, the student drafts an "engagement" letter to the client detailing the scope of the services to be provided and outlining other matters in regard to the attorney-client relationship. The student also estimates filing and other miscellaneous fees.
The letter is reviewed by a faculty supervisor, then sent to the client, who signs the agreement. All legal services are free; the client pays only filing fees and costs payable to third parties.
No litigation or contested proceedings are handled at the clinic, according to Dillion. "A common misperception is that lawyers solely are involved in litigation," he said. "Essentially, this is a transaction clinic – we put deals together."
Students at the clinic meet weekly with a supervisor to review their progress on each case, and speak regularly with clients to keep them abreast of progress and challenges and to gather additional facts.
"Businesses aren't formed overnight," said Anna Faller, a recent law graduate. "We ensure legal compliance with state law, and address other legal matters. The projects take time, and as the companies evolve, their legal needs grow, too."
She said the clinic affords a practical application to what is covered in class. "Interacting with another human being makes the experience enjoyable and worthwhile. It provides an amazing learning opportunity beyond a sterile textbook setting," said Faller.
The SBLC typically requires a year-long commitment from students, which helps reinforce the importance of robust and thorough planning.
Patrick Galloway, a 2007 graduate who currently works at Taylor Galloway, his law firm in Richland, Wash., said the clinic work was one of his best experiences in law school.
"So much of law school is theory," he said. "The clinic gives students the chance to get their feet wet. They work one-on-one with clients in a business environment. This real-world experience is invaluable."
Students manage cases, draft articles of incorporation, bylaws, organizational minutes and other incorporation documents, file documentation with the Idaho Secretary of State and the Internal Revenue Service, and ensure compliance with business regulations. They are graded on the quality and scope of their work, and the responsibilities they assume to meet client needs.
And just like in the real world, colleagues bounce ideas off each other. Galloway said the students meet regularly as a group to review situations that the others are facing. "There are millions of legal issues out there. The debriefing time in class allows students to learn from the experiences of others," he said.
In addition to the Small Business Legal Clinic, the College of Law offers many opportunities for students to give back to their communities. Students work on other cases, which include: appeals; tax issues; tribal and immigration matters; and victims' rights. They also provide general representation on a wide variety of topics, such as misdemeanor, defense, family law, consumer protection, landlord-tenant disputes, probate and civil rights issues.
"The clinical programs and hands-on experiences at the University of Idaho's College of Law are impressive," said Faller. "This clinic has provided me with essential skills for establishing and maintaining effective client relationships, which is attractive to potential employers."
Students also are garnering important values for the law profession and for life by providing valuable services to those who may not otherwise be able to afford them.