DISCUSSION QUESTION:
Your boss, Bonnie, is thinking of selling her real estate brokerage business, “Bon Sell-It Real Estate.” She has come to you for help sorting out all the documentation relating to the use and license of tangible and intangible property by the company. Bonnie and Aggie (the company accountant) need to have a list of the types of agreements that should be in place and the correct parties to these agreements.
You have worked for Bonnie and the company for 30 years since the beginning and are considered the company historian. You have pulled together the following information and you now have to figure out which pieces of information are relevant to your mission.
Everybody works from the office at 1 Maiden Lane.
The building is owned by Bonnie’s sister, Sassy, who bought it together with her husband, Harry, 31 years ago, just in time for when Bonnie was looking to start the business.
The brokerage is a franchise of “Sell-It Real Estate” and Bonnie is very proud of the logo (that looks like ET calling home). Bonnie is also very proud of the name of the brokerage (also her creation), which she had allowed the franchise to use in exchange for a waiver of the franchise fees for 7 years. The old name of the franchise was “We Sell Properties” which Bonnie thought was bland but she wanted to stay with the franchise because of the other support she gets from the franchisor.
There are 7 real estate salespeople in the company, all women with various degrees of experience. They are employees of Bonnie and do not have to compete with each other for business. They are a tight knit, friendly group, and every month they bring together their creative talents in drawing and poetry to put together a company newsletter which is sent out to former and potential clients as part of community building and marketing efforts.
The front room of the office is called the trophy room, as it hosts the ceramic treasures of the business. These are prototypes of small vases, handcrafted by one of the employees each Christmas, that are selected to go into production and distribution to clients who have given business to the company that year. Each vase has worked the ET logo into the design, and is a real selling point for walk-in customers who are drawn to the store by the beautiful vase creations. Bonnie reckons that 32% of her business is generated from walk-in traffic! The vases are the talk of the town (it’s a small town).
Bonnie’s son, Sonny, got his diploma in computer science last year and talked Bonnie into bringing the company into the 21st century. Together with his friend, Fred, he digitized the entire database of client and accounting information for the company using software that Fred wrote as a school project. Sonny was at first reluctant to use Fred’s software solution because it was heavy on open source code and other “stuff” of unknown origin but at the presentation to the company, the employees thought that Fred’s look and feel was cuter than Sonny’s plan (which was essentially to use some off the shelf software product). Besides, Sonny offered offsite backup of the data (which they thought was risky).
Given what you’ve collected about the history and activities of the company, what sort of formal agreements do you think ought to be drawn up in order for the company to be legally covered? Is there anything in the current arrangements that seems questionable?