Attorney Raven Willis: Severability and Partnerships, Part 1 of 2

Attorney Raven Willis’ Contract Time Bombs caught my attention.  They were great free nuggets of advice and very relevant to my current phase.  Transitioning to a multi-vertical business is hard work.  It’s hard on nearly every level when doing it sort of Richard Branson-ish like - less the billions.  Willis’ Linkedin post on severability provoked a re-evaluation of my thought process.  And it prompted me to contact her.  

Severability sounds so ominously debilitating, like it may be a term relevant to fighting zombies instead of legal battles.  Severability refers to removing a provision from a contract when it becomes known as unenforceable or illegal.  The provision is cut but the remaining body of the contract keeps lurching forward.  Practically, this means that a particular provision may leave one party with no reason to maintain the business relationship and seek to terminate the contract.  However, the other signatory, Party B, may see no reason to terminate the agreement at all.  In fact, it may be to its advantage to keep the contract active.  Party A can be required to keep paying or providing a service to Party B regardless of the lack of mutually positive economic outcome.  Showing bravado in a bold statement like, There is no longer anything in it for me, so I am not paying, is a non-starter that may get you on the losing end of an expensive legal battle.

Willis quoted the legal case of Circle Appliance v. Appliance Warehouse, Inc,  (AWI)  http://law.justia.com/cases/georgia/court-of-appeals/1992/a92a0796-0.html.  In this case, AWI stopped paying Circle because the non-competition clause was found to be illegal.  AWI asserted that the contract was void in its entirety.  When sued, AWI won initially.  Circle appealed and the judgement was reversed to its favor.   One result of the successful appeal would be that AWI ended up funding a competitive base against itself. 

I placed this precious note in my red flag file, hit the like button on the post, and reached out to Willis.  I asked her why she focused on small businesses with her legal posts.  Secondly, I asked about other cautions to small business owners. This will be covered in Part 2.

On why she focused on small business with her Linkedin pulse feeds, Willis stated, “I have a place in my heart for small business owners.  My mother’s small business put me through school.”   

 “Is that why you went into law?”

 She replied that it wasn’t.  It was her cut and dry legalistic view that got her into law.  “My mother told me that I had a definite sense of right and wrong.  There are no gray areas for me.  After finishing my undergraduate degree, I wanted to further my education.  I really didn’t know what my advanced degree would be.  It seemed like MBAs were a dime a dozen.  Law school took time but it seemed to fit my best attributes.  So, in 2005, while my husband worked on his PhD, I started law school.”

 “What was that like for you?”

 “I worked a full-time job dealing with government contracts.  After work, I hurried to my car and headed to law school until about 10:30.  Just over a year after I started, I got pregnant.”

Of course, I interrupted her, “Sorry to interrupt.  Please go back a second.  So… you were married, had a full-time job, pregnant, and in law school, not getting home until late.”

“Yes and we were happy, but I wondered how I would get through it.  It turned out that the timing was good.  Morning sickness was worse at work than it was in school.  Things were better by the evening time.  I had to compartmentalize my work to get everything done to be present in both places.  Also, I had such wonderful classmates.  Some classmates were retired and working toward new careers.  Others were trying to change careers.  There were mothers who already had children and pregnant again.”

Willis went on to say that family was a great help.  When asked about the most difficult thing she encountered while being pregnant in law school, she replied, “Sitting in a hard surfaced chair was misery.  Carrying my donut shaped pillow was more important than carrying books.  After I delivered in year two, I sat out a semester.  All the people who started with me graduated.  That was really hard to have to graduate a semester after them.”

More on Willis in Part 2.  In the meantime:

• Raven Willis' Blog: mylegalhacks.com
• Read more of Raven Willis' linkedin posts:  https://www.linkedin.com/today/author/77163335

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