(*this is a true story, all names are fictitious)
Until I started practicing, I didn’t know how many different things solo practitioners did. Every “small” business has legal issues at some point. All these “business people” are always “doing business”. The small business chain is particularly fragile when you add other ingredients, like cultural differences, immorality, greed and stupidity. One of the most challenging matters, which young general practitions often get, is the “Purchase or Sale of a Business”.
I got a Yellow Pages call from an Egyptian accountant named Omar Haggag. He lived in Brooklyn, worked in lower Manhattan near my office, and needed me to write his landlord a letter regarding some repairs. I did the letter, the repairs were done, and Omar said I was a great lawyer.
The next week he told me that although he was a New York State sales tax auditor, he also had a small accounting practice in Brooklyn, with mostly Egyptian clients. Would I be interested in accepting referrals? I thought this was a good opportunity, and it was. Over the years Omar sent me many good clients.
Most of his referrals were productive, practice builders. Some were a bit dicey.
Mohammed Elgazi had purchased a pizzeria in Queens. At least that’s what he said. What he’d actually done was give $20,000 to some Albanian men, have a few discussions about future payments, and start running the place.
He was having fun making and selling pizza, and being the boss of a pizzeria. The Albanians never bothered him about the rest of the money, and the reason soon became apparent. They had left the store months behind in rent, owing money to all their suppliers, and were delinquent in every applicable tax filing. Mohammed was finding it hard to take delivery orders when every other call was from a creditor. I asked him come to my office. He brought another man, who I only remember as “The Albanian”. He never said a word, just shrugged his shoulders.
“What’s the story with the lease?” Shrug.
“What about the taxes?” Shrug .
“What about the creditors?” Shrug.
I asked Mohammed what he wanted me to do, and he shrugged.
I called upon my years of education, and my four months of experience, and I shrugged. Now we were getting somewhere. I took out a yellow pad and pen. This prompted Mohammed to say something I’d never heard before, but have heard many times since ……. “Mr. Barry, maybe you could make some papers to fix this?”
I didn’t know exactly what kind of papers I could make, but I had a sense all the players would play ball. The Albanian would play because he wanted to get paid, the landlord would play because he wanted to get paid, and the creditors would play because they wanted to get paid. I also figured the landlord and creditors would prefer happy Egyptian to shrugging Albanian.
I was mostly right. Mohammed arranged some “private financing” (I didn’t ask for details) for additional working capitol. This was needed because he had just lost most of his other money in Atlantic City. With the financing, he had enough money to do what the landlord wanted....pay five months back rent and accept an assignment of the old lease. I actually negotiated a five year extension for Mohammed, conditioned upon him paying the first years rent on time, which he actually did.
The creditors were a little harder. I told Mohammed to try to negotiate with them, but if any of them gave a big problem, to have them call me. One call went like this......
“Counselor, I understand you represent the Egyptian pizza guy on Jamaica Avenue. My name is Vincent. I represent the Scarola Flour Company.”
“Oh, are you their attorney?”
“No, let’s just say I take care of business for them.”
Hmmmm.....Sometimes when your client has financial problems you help them prioritize their debts. Something told me Scarola Flour Company was a priority creditor. Mohammed agreed, and told me Vincent had assured him that if he paid what the Albanian owed ($1200), and if he made his future payments on time, Vincent would not visit him any more. Mohammed adjusted his budget and brought me $1200 for Vincent.
“Will you make a paper with him Mr. Barry?” he asked.
“I don’t think Vincent goes for papers, and I don’t think we need papers with him.”
So, I took care of the business with Vincent, and papers were not needed.
We also got the Albanian to accept three years of notes on the amount he and Mohammed had originally discussed, with payments to start in six months. The Albanian had an Albanian lawyer who may have been Croatian. I couldn’t tell, between his accent and his grunting. At least he could get the Albanian to talk. At the closing I asked them what language they spoke to each other. The Albanian shrugged, and the lawyer grunted. Mohammed then whispered to me....”Who the fuck cares what language they speak to each other.”
Mohammed seemed to be doing OK as a pizza man. About two years later, he called and said he was selling the pizzeria to “two Peruvian guys, the main guy is Marco”. He said, “This time I want you to make the papers from the beginning.”
So, we made papers to sell the pizzeria to the Peruvians.
The Peruvians agreed to pay Mohammed $1000 per month for 5 years. Mohammed asked me if I would collect the payments. He offered to pay me $50 (cash!!) each time. I would go at lunch time so I could get a free “two slices and a coke” from Marco, plus my $50. At first, Marco had the cash waiting for me. As time went on, there were times he didn’t have all the money, and would get the rest out of the register. I always felt bad when that happened.
We would go in the back to count the money. One day as we were counting a mouse ran between our feet.
I said “Marco….a mouse!!!”
He said, “He’s not my mouse, he comes from the supermarket next door.”
I skipped my slices from that day on.
After about two years of this, I got a call from Marco’s lawyer.
He said, “You and your client are going to be happy….Marco is selling the pizzeria and will pay off his balance to Mohammed.”
“Cool, who’s buying it?”
“Afghans.”
“Dogs?!?!”
“No, some guys from Afghanistan. “
It was true. We had a closing. Marco sold to the Afghans, and Mohammed was paid. I was done with my All-America pizzeria. It had come full circle…..Albanian to Egyptian to Peruvian to Afghan.
Elias Sports Bureau advises it’s the only time in history THAT has ever happened.
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