(*All stories true, all names fictitious. This story happened in the early 1980's)
started practicing, I didn’t realize how many different things solo
practitioners did. Every “small” business has legal business. All these
“business people” are always "doing business." The small business chain
is particularly fragile when you sprinkle the human links with some
other ingredients. Start with cultural differences, add liberal doses of
immorality, greed and stupidity. Stir. You now have the type of case
young lawyers often get, the "Purchase or Sale of a Business."
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 told me I was a great
lawyer. The next week he called and said 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 would be a good opportunity, and it
was. Over the years Omar sent me many good clients. Omar would call, and in his accented English say, “Mr.
Barry, a man is going to call you regarding the sale of his shish-kabob
cart." Most of his referrals were productive, practice builders. Some weren’t so good.
Elgazi had purchased a pizzeria in Queens. At least, that’s what he
said. What he had actually done was give $20,000 to some Albanian men,
have discussions about future payments, and started running the
pizzeria. He had also lost all his remaining money in Atlantic
City. He was having fun making the pizza, selling it to the school
kids, and being a boss. The Albanians never bothered him about the rest
of the money, for reasons which soon became apparent. They had left the store
many months behind in rent, owing money to all their suppliers, and
delinquent in taxes. Mohammed was finding it hard to take delivery
orders when every other call was from a creditor. I had him come to my
office. He also brought another man. I
remember him only as "The Albanian." He never said a word, just shrugged his
shoulders. “What about the lease?”
“What about the taxes?” Shrug.
“What about the creditors?” Shrug.
I asked Mohammed what he wanted me to do, and he shrugged.
called upon my years of education, and my four months of experience,
and I shrugged. Now we were getting somewhere. Then I took out a yellow
pad and pen. This prompted Mohammed to say something I had 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 paying Egyptian to
I was mostly right. Mohammed
arranged some "private financing." In the military they call this
"don't ask, don't tell." I didn't ask. He now 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
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, my name is Vincent. I represent the Scarola Flour Company. I understand you represent the Egyptian pizza guy on Jamaica Avenue. "
"Oh, are you their attorney?"
"No, let's just say I take care of business for them."
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 ($1,200) and if he made his future payments on
time, Vincent would not visit him any more. Mohammed adjusted his
budget and brought me $1,200 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 a 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."
As time went on, 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, Marco and Alfonso." He
said, "This time I want you to make the papers from the beginning." So, we set out to sell the pizzeria to the Peruvians.
The Peruvians agreed to pay Mohammed $1,000 per month for five years.
Mohammed asked me if I would collect the payments, for which 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.” At first, Marco had the cash waiting
for me. Later, there were times they 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 that day.
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 he will pay off his balance to Mohammed.”
“Cool, who’s buying it?”
"No, two guys from Afghanistan. "
was true. We had a closing. Marco sold to the Afghans, and Mohammed was
paid. I was done with my All-American 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.