Monday, March 5, 2007

Take My Bodega....Please

This story is TRUE. Names are changed.

In my first year in practice I was hired by an Egyptian man named Abdel who wanted me to represent him when he sold his bodega. When I asked him why he was selling it he told me that his religion forbade him from selling beer, and this made it difficult to run a successful Brooklyn bodega. "I am not allowed to sell it, but everybody wants it", he told me. I asked him questions about the important issues we would be facing.....the prospective buyers, the lease, the price, while avoiding the question I REALLY wanted to ask......."What were you THINKING when you bought this place?" Realizing there are some mysteries men are not meant to understand, I got the information I needed, and received my clients clear instructions to "make the papers" as soon as possible.
When buying or selling a small business, clients don't want a lot of small talk and light hearted banter from their lawyers. They are always "very busy" and want you to just "make the papers" and get the deal closed. Of course, representing a buyer or seller of ANY business is a huge responsibility. I judge a matter's complexity by the number of "what-ifs" you have to consider in the contract. By this standard, selling a bodega is much more complicated than selling a house. You have lease assignments, trial periods, inventories, tax and liability issues, bulk sales notices, creditor claims, and financing issues, just for starters.
Abdel told me he was selling the place to an Indian, whose lawyer was named "Patel". He gave me lawyer Patel's number. I called lawyer Patel, and told him I represented Abdel, who was selling a bodega on Ocean Avenue. He said, "Oh, the Arab who won't sell beer, that place?"
We then confirmed the details Abdel had told me: price $275,000, 10% down, seller to hold notes for $175,000 for 8 years at 8% interest, closing conditioned upon landlord's consent, and a two week trial period with a representation of $8,500 in sales per week. When I had enough info to prepare a contract, I asked lawyer Patel for his clients name, and he told me Sukhbir Patel. When I asked him whether he was related to the client, he said "Oh no no, in my village 80,000 people are named Patel, he is not my relative."
When I called Abdel and told him I was ready to send out a contract, he said "Why are the papers taking so long?" I told him I was doing my best, and lawyer Patel is doing his best to work quickly with me. I then added that "When you see the contract you will notice the buyer and lawyer are both named Patel, but I asked lawyer Patel if they are related, and he told me that 80,000 people in their village are named Patel", and I chuckled.
Abdel then told me something profound, which I have remembered to this day.........."Mr. Barry Seidel, I don't give a fuck what their names are."

Once I understood that, we proceeded to contract and to a nice closing.

One footnote.....About a year after the closing, on my way back from golf I was driving on Ocean Avenue and realized I was near Patel's bodega. I couldn't resist a visit. I was warmly greeted by bodega-meister Patel, who told me that business was going well, after a slow start. He said he almost called me a month after the closing, because during the pre-closing trial period the store made the money it was supposed to, but he realized later that "many Egyptian men were shopping then, but after the closing there were no Egyptian men. I think Abdel was very tricky about that." I must have missed that class in law school, and told Patel that I did not know about such a thing, and he laughed and said "I don't blame you for that, this store didn't need Egyptians, it needed BEER......please, take a Heineken, on me."

Best beer I've ever had.

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