4

Charles N. Internicola is a business and franchise lawyer who is also an entrepreneur and franchisor. Charles “gets and understands” what it means to be a business owner. With that understanding, he has developed unique programs involving the representation of closely-held companies, franchisors, distributors and individual entrepreneurs in business transactions, franchising, licensing, and business litigation, including protection of intellectual property and partnership disputes.

The Business and Franchise Law Report is a publication of the Charles N. Internicola Law Firm, P.C., and is intended to educate the general public about business law issues. It is not intended to be legal advice. The information in this newsletter may be freely copied and distributed as long as the newsletter is copied in its entirety. newsletter design and layout by zinegraphics.com

One simple

book that I find

compelling is

“Raving Fans”

by Ken Blanchard. Simple premise

and one that we all think we

understand but, many times, fail to

implement. That is to understand,

truly understand that to have a good

business you must do more than

just satisfy your clients / customers.

Rather, you must convert them into

“Raving Fans”. Guess the point

is to have outrageous customer

service and follow up. As a law firm

this is critical and although, in many

cases we have accomplished this

goal, we are not 100% and will be

trying harder.

ABOUT CHARLES N. INTERNICOLA, ESQ.

email cni@BusinessandFranchiseLaw.com | web www.BusinessandFranchiseLaw.com | tel 800.976.4909

RESOURCES & SPECIAL INTEREST

INTERSECTION OF BUSINESS AND LAW

Charles N. Internicola, Esq.

Entrepreneurs are the backbone of

America and despite the struggles that have

been put in front of them…Entrepreneurs and

Franchisors fight back and overcome…They

grow their businesses, they create value and

they create jobs.”

IN THIS ISSUE

BEGINNING WITH THE END IN MIND…This is something that we have all heard and something that I discuss with

my 14-year-old son frequently (especially when marking up his English

class essays at 11PM). Come to think of it my 10-year-old also gets doses

of this. So, funny thing is that you could go years giving advice to your

own children and not take your own advice.

That said, after years of not taking my own advice, in looking back on

the past year and the legal programs and systems that we have set up to

effectively represent our clients, I am proud to say that the biggest change

for us came from the “mindset” of “beginning with the end in mind”. That

is to first on our clients, goals and expectations and to then focus on the

legal mechanics of how to achieve and get our clients what they want –

really want.

So before we focus on litigation, we discuss what you want, what will

help your business and what is a good outcome for you. Before we focus

on the mechanics of franchising your business we have learned to first

focus on you, your business and what is your dream outcome. You get the

point…

Funny how this simple concept can have profound impact on the focus of

a business and, hopefully a 14-year-olds homework assignments…

I am curious how you may or may not apply this principal in your business.

Let us know and email my assistant at vg@businessandfranchiselaw.com,

we would be glad to include your response in your next newsletter.

1000 South Avenue | Suite 104Staten Island, NY 10314

1.800.976.4904www.BusinessandFranchiseLaw.com

CHARLES N. INTERNICOLA, ESQ. INTERVIEWED ABOUT “FRANCHISING YOUR BUSINESS” ON THE WALL STREET BUSINESS NETWORK RADIO

Recently, Charles was a guest on the Edward Woodson Show, Biz Radio 880, part of the WSJ Network. Charles discussed

entrepreneurs on the role of franchising – as a business model – in the US Economy. Charles also had some negative

things to say about “out of control politicians…”

To listen to the interview, visit www.BusinessandFranchiseLawInterviews.com.

BEGINNING WITH THE END IN MIND… Lessons from my 14-year-old’s homework, and taking my own advice. PAGE 1

RAVING FANS A simple and compelling book for business owners wanting to improve their customer service. PAGE 1

PARTNERSHIP DISPUTE WARNING SIGNS Know the signs of a troubled deal and take action before it’s too late. PAGE 2

MEET KATE Our “newest” client. Journey with us and learn from her successes and failures as a franchise owner. PAGE 3

NEWS

QUOTE OF THE MONTH

2 3

BUSINESS AND FRANCHISE LAW BEST PRACTICES

PARTNERSHIP DISPUTE WARNING SIGNS

Oh no, a negative article… Although negative, nevertheless important.

Especially during the beginning of the year as I am starting to think

January and February should be named “National Partnership and

Shareholder Dispute Awareness Months”.

I don’t make light of this and, indeed, disputes with our business partners

potentially present, more often than not, a bigger threat to our businesses

than our actual competitors. I frequently represent business owners who

are faced with a partnership dispute and although – through litigation or

negotiation – we get the “situation” resolved, it is never a pleasant event.

Worse, when these disputes involve family business partners.

So, some basic advice to be aware of:

1 Partnership disputes do happen often and, sometimes, no matter how

hard you try, they may be unavoidable.

2 Negotiations are good but if they do not show immediate and consistent

progress and turn into “lawyer negotiations” (i.e., where lawyers submit

letters, play phone tag and tell you they are waiting to hear back from the

other side) then you are probably better off with prompt and focused legal

recourse (i.e., like an injunction to protect your business.

3 Following point “2”, and my introductory article of “beginning with the

end in mind” always remember that you must avoid fighting for the sake of

fighting. Litigation must be utilized as a tool to protect your equity interest

and to protect your business.

4 Like a broken arm that needs to be reset, sometimes it is best to start

immediate and intense litigation (i.e., break an arm that healed improperly),

obtain an injunction to stabilize the business (i.e., reset

the arm) and then work toward a balanced settlement

after each side has indured some pain.

If anyone on our mailing list would like, feel free to

email my assistant Victoria via email at:

vg@businessandfranchiselaw.com and she would be

glad to send you a complimentary copy of my book, The

New York and New Jersey Partnership Dispute Guide.

Q: Can I force a partner out of my New York business?

A: Yes. However the next question

becomes should you and for what

purpose are you seeking to force

out a partner. Under New York law,

traditional methods respecting the

force-out or lock-out of a business

partner relate to that partners ac-

tions involving self-dealing, mis-

appropriation of business assets,

misappropriation of business op-

portunities, violation of the man-

agement structure and violation of

the governing shareholder, partner

or membership agreement.

Before taking any action to lock-

out or buy-out a business partner

you must carefully review the gov-

erning corporate agreements and

carefully plan and review your ac-

tions with your New York business

attorney. Be aware that your ac-

tions may eventually come under

scrutiny and review of a court.

Q: What is a Non-Compete Agreement?

A: It’s a common contractual pro-

vision in executive employment

agreements, business purchase

and sale agreements, franchise

agreements and other agreements

that restricts (and sometimes pro-

hibits) an individual from working

with or for a business competitor

or from establishing a competing

business. If you signed an agree-

ment with a “non-compete” or

“non-competition clause”, your

ability to work for a competitor or

to establish a competing business

may be prohibited.

Meet Kate So having been advised by our staff that lawyers may be boring (yes, can you believe it!) our staff had the idea of including in this newsletter Kate a (fictitious) business owner, entrepreneur and franchisor.

The thought would be that to protect our clients privacy, we could focus on Kate’s business and legal experiences and, hopefully, open a new line of dialogue where we can all work together to advance each of our business and legal interests.

Here is Kate and, this month everything is well. Guess for next month we will come up with something for Kate.

ZABI KATOR OF GUARDNOW INTERVIEWED ABOUT “FRANCHISING YOUR BUSINESS”

The Business and Franchise Law Report | Volume 1 Issue 3 www.BusinessandFranchiseLaw.com

As with many things in life, there are many valuable

lessons to learn from others – if you look in the right

places. So in our Business Spotlight we look for

information and advice to share from some really

smart entrepreneurs. Recently, I had the privilege of

speaking with Zabi Kator, the founder and franchisor

of guardNOW, a company that specializes in providing

private security services to various customer/client

segments. Some of the interesting and helpful points–

about business and expansion–discussed by Zabi

included:

Not outsourcing your operations manual,

The necessity of quality control, and

Controlled growth for your franchise.

In addition to the great advice offered by Zabi, one

marketing aspect of the guardNOW business that I

was impressed with related to its niche marketing

approach. guardNOW, in my observation, has taken a

great service, branded it and markets it–not to just the

general public–but niche customers, i.e., brides looking

for wedding security, business events, personal

security, etc.

The learning point here is that in business, your

marketing efforts should be focused on a targeted

client base. That is, identify your “perfect” customers

and market directly to that particular customer. Avoid

generic services and marketing messages.

Personally, I am grateful that Zabi spent the time sharing his experience. To listen to the interview and obtain a complimentary copy of the interview on CD, visit www.BusinessandFranchiseLawInterviews.com or contact my staff at 800. 976. 4904.

guardNOW 

BUSINESS SPOTLIGHT

BUSINESS LAW

2 3

BUSINESS AND FRANCHISE LAW BEST PRACTICES

PARTNERSHIP DISPUTE WARNING SIGNS

Oh no, a negative article… Although negative, nevertheless important.

Especially during the beginning of the year as I am starting to think

January and February should be named “National Partnership and

Shareholder Dispute Awareness Months”.

I don’t make light of this and, indeed, disputes with our business partners

potentially present, more often than not, a bigger threat to our businesses

than our actual competitors. I frequently represent business owners who

are faced with a partnership dispute and although – through litigation or

negotiation – we get the “situation” resolved, it is never a pleasant event.

Worse, when these disputes involve family business partners.

So, some basic advice to be aware of:

1 Partnership disputes do happen often and, sometimes, no matter how

hard you try, they may be unavoidable.

2 Negotiations are good but if they do not show immediate and consistent

progress and turn into “lawyer negotiations” (i.e., where lawyers submit

letters, play phone tag and tell you they are waiting to hear back from the

other side) then you are probably better off with prompt and focused legal

recourse (i.e., like an injunction to protect your business.

3 Following point “2”, and my introductory article of “beginning with the

end in mind” always remember that you must avoid fighting for the sake of

fighting. Litigation must be utilized as a tool to protect your equity interest

and to protect your business.

4 Like a broken arm that needs to be reset, sometimes it is best to start

immediate and intense litigation (i.e., break an arm that healed improperly),

obtain an injunction to stabilize the business (i.e., reset

the arm) and then work toward a balanced settlement

after each side has indured some pain.

If anyone on our mailing list would like, feel free to

email my assistant Victoria via email at:

vg@businessandfranchiselaw.com and she would be

glad to send you a complimentary copy of my book, The

New York and New Jersey Partnership Dispute Guide.

Q: Can I force a partner out of my New York business?

A: Yes. However the next question

becomes should you and for what

purpose are you seeking to force

out a partner. Under New York law,

traditional methods respecting the

force-out or lock-out of a business

partner relate to that partners ac-

tions involving self-dealing, mis-

appropriation of business assets,

misappropriation of business op-

portunities, violation of the man-

agement structure and violation of

the governing shareholder, partner

or membership agreement.

Before taking any action to lock-

out or buy-out a business partner

you must carefully review the gov-

erning corporate agreements and

carefully plan and review your ac-

tions with your New York business

attorney. Be aware that your ac-

tions may eventually come under

scrutiny and review of a court.

Q: What is a Non-Compete Agreement?

A: It’s a common contractual pro-

vision in executive employment

agreements, business purchase

and sale agreements, franchise

agreements and other agreements

that restricts (and sometimes pro-

hibits) an individual from working

with or for a business competitor

or from establishing a competing

business. If you signed an agree-

ment with a “non-compete” or

“non-competition clause”, your

ability to work for a competitor or

to establish a competing business

may be prohibited.

Meet Kate So having been advised by our staff that lawyers may be boring (yes, can you believe it!) our staff had the idea of including in this newsletter Kate a (fictitious) business owner, entrepreneur and franchisor.

The thought would be that to protect our clients privacy, we could focus on Kate’s business and legal experiences and, hopefully, open a new line of dialogue where we can all work together to advance each of our business and legal interests.

Here is Kate and, this month everything is well. Guess for next month we will come up with something for Kate.

ZABI KATOR OF GUARDNOW INTERVIEWED ABOUT “FRANCHISING YOUR BUSINESS”

The Business and Franchise Law Report | Volume 1 Issue 3 www.BusinessandFranchiseLaw.com

As with many things in life, there are many valuable

lessons to learn from others – if you look in the right

places. So in our Business Spotlight we look for

information and advice to share from some really

smart entrepreneurs. Recently, I had the privilege of

speaking with Zabi Kator, the founder and franchisor

of guardNOW, a company that specializes in providing

private security services to various customer/client

segments. Some of the interesting and helpful points–

about business and expansion–discussed by Zabi

included:

Not outsourcing your operations manual,

The necessity of quality control, and

Controlled growth for your franchise.

In addition to the great advice offered by Zabi, one

marketing aspect of the guardNOW business that I

was impressed with related to its niche marketing

approach. guardNOW, in my observation, has taken a

great service, branded it and markets it–not to just the

general public–but niche customers, i.e., brides looking

for wedding security, business events, personal

security, etc.

The learning point here is that in business, your

marketing efforts should be focused on a targeted

client base. That is, identify your “perfect” customers

and market directly to that particular customer. Avoid

generic services and marketing messages.

Personally, I am grateful that Zabi spent the time sharing his experience. To listen to the interview and obtain a complimentary copy of the interview on CD, visit www.BusinessandFranchiseLawInterviews.com or contact my staff at 800. 976. 4904.

guardNOW 

BUSINESS SPOTLIGHT

BUSINESS LAW

4

Charles N. Internicola is a business and franchise lawyer who is also an entrepreneur and franchisor. Charles “gets and understands” what it means to be a business owner. With that understanding, he has developed unique programs involving the representation of closely-held companies, franchisors, distributors and individual entrepreneurs in business transactions, franchising, licensing, and business litigation, including protection of intellectual property and partnership disputes.

The Business and Franchise Law Report is a publication of the Charles N. Internicola Law Firm, P.C., and is intended to educate the general public about business law issues. It is not intended to be legal advice. The information in this newsletter may be freely copied and distributed as long as the newsletter is copied in its entirety. newsletter design and layout by zinegraphics.com

One simple

book that I find

compelling is

“Raving Fans”

by Ken Blanchard. Simple premise

and one that we all think we

understand but, many times, fail to

implement. That is to understand,

truly understand that to have a good

business you must do more than

just satisfy your clients / customers.

Rather, you must convert them into

“Raving Fans”. Guess the point

is to have outrageous customer

service and follow up. As a law firm

this is critical and although, in many

cases we have accomplished this

goal, we are not 100% and will be

trying harder.

ABOUT CHARLES N. INTERNICOLA, ESQ.

email cni@BusinessandFranchiseLaw.com | web www.BusinessandFranchiseLaw.com | tel 800.976.4909

RESOURCES & SPECIAL INTEREST

INTERSECTION OF BUSINESS AND LAW

Charles N. Internicola, Esq.

Entrepreneurs are the backbone of

America and despite the struggles that have

been put in front of them…Entrepreneurs and

Franchisors fight back and overcome…They

grow their businesses, they create value and

they create jobs.”

IN THIS ISSUE

BEGINNING WITH THE END IN MIND…This is something that we have all heard and something that I discuss with

my 14-year-old son frequently (especially when marking up his English

class essays at 11PM). Come to think of it my 10-year-old also gets doses

of this. So, funny thing is that you could go years giving advice to your

own children and not take your own advice.

That said, after years of not taking my own advice, in looking back on

the past year and the legal programs and systems that we have set up to

effectively represent our clients, I am proud to say that the biggest change

for us came from the “mindset” of “beginning with the end in mind”. That

is to first on our clients, goals and expectations and to then focus on the

legal mechanics of how to achieve and get our clients what they want –

really want.

So before we focus on litigation, we discuss what you want, what will

help your business and what is a good outcome for you. Before we focus

on the mechanics of franchising your business we have learned to first

focus on you, your business and what is your dream outcome. You get the

point…

Funny how this simple concept can have profound impact on the focus of

a business and, hopefully a 14-year-olds homework assignments…

I am curious how you may or may not apply this principal in your business.

Let us know and email my assistant at vg@businessandfranchiselaw.com,

we would be glad to include your response in your next newsletter.

1000 South Avenue | Suite 104Staten Island, NY 10314

1.800.976.4904www.BusinessandFranchiseLaw.com

CHARLES N. INTERNICOLA, ESQ. INTERVIEWED ABOUT “FRANCHISING YOUR BUSINESS” ON THE WALL STREET BUSINESS NETWORK RADIO

Recently, Charles was a guest on the Edward Woodson Show, Biz Radio 880, part of the WSJ Network. Charles discussed

entrepreneurs on the role of franchising – as a business model – in the US Economy. Charles also had some negative

things to say about “out of control politicians…”

To listen to the interview, visit www.BusinessandFranchiseLawInterviews.com.

BEGINNING WITH THE END IN MIND… Lessons from my 14-year-old’s homework, and taking my own advice. PAGE 1

RAVING FANS A simple and compelling book for business owners wanting to improve their customer service. PAGE 1

PARTNERSHIP DISPUTE WARNING SIGNS Know the signs of a troubled deal and take action before it’s too late. PAGE 2

MEET KATE Our “newest” client. Journey with us and learn from her successes and failures as a franchise owner. PAGE 3

NEWS

QUOTE OF THE MONTH