John B. Hinton
Published September 2021
Have you ever had a prospective client who had an intriguing idea for a business but lacked the funds to hire you? Or perhaps they wanted to start a non-profit organization but just did not have the capital to pay for legal services. These are the type of clients that often get referred to the Entrepreneurship Law Clinic (ELC) at the University of Idaho College of Law.
The ELC is one of the College of Law’s clinical programs, where third year law students build practical skills while helping clients who generally cannot afford to hire a lawyer. Other clinics at the college include the Main Street Law Clinic, the Immigration Litigation & Appellate Clinic, the Housing Clinic, and the Family Justice Clinic.
The clinical programs are an important part of the law school. They give students the opportunity to learn practical skills while helping the communities of Idaho. Students participating in the clinics are granted limited licenses to practice law and are supervised by law professors who are admitted to practice in Idaho. All the clinical programs at the U of I offer something different. However, regardless of the program chosen, students leave these clinics better prepared to practice law either as an associate in a law firm or in government service.
The ELC differs from some of the college’s other clinics in that it is focused on a transactional type of law practice. This means students help clients form business entities and non-profit organizations as well as obtain federal trademarks, draft and review contracts, deal with e-commerce issues, and the many other legal concerns of a fledgling entity.
Students at the clinic learn how to interview clients, draft engagement letters, consider ethical issues (such as, for example, those presented by dual representation of multiple clients), research and file trademark applications, draft organizational business entity documents, and consider common income tax issues related to business formation.
In addition to the real legal issues presented by the clients themselves, students also study practical transactional issues faced by entrepreneurs through class lectures. Finally, students learn legal practice and management skills and tips on how to succeed as a law firm associate. One of the more important skills they learn is how to track mock “billable hours” for all their client work.
What types of clients does the ELC represent? As mentioned, many of the clients are referred to the clinic by other lawyers because the clients cannot afford to hire private counsel. Some of the clients are students themselves, usually either college or graduate students. This past semester the clinic also represented an 18-year-old high school student with an idea for a computer application.
A significant portion of the clinic’s client base includes small, non-profit organizations covering a broad range of charitable purposes, from helping to stop human trafficking to promoting a well-known Idaho city, to encouraging healthy physical activities for children in elementary schools. Several of the clients are inventors with ideas for new products or services. The range of ideas from the most recent school year has included everything from podcasts to board games to micro-brewed beers to various software and computer applications.
Perhaps the largest group of clients are aspiring entrepreneurs with ideas for small businesses. Some recent clients have included a resume coaching business for individuals reentering the workplace, a web-based service to help school teachers, a company that provides business consulting to women, a floral studio, a local moving company (two guys and a rented truck), a personal exercise trainer, a business that makes puzzles and board games, a company that makes survival gear, a coffee shop, a company that makes handmade jewelry, a business which creates camping products, and an Idaho based woodworker. While this is not a complete list of the types of clients helped by the clinic, it provides some insight into the diverse group of entrepreneurs with whom the students get to work.
The services performed for these clients included business formation and reorganizations, the creation of non-profit organizations, securing trademarks, advice concerning other intellectual property concerns, advice concerning employee and independent contractor issues, drafting user agreements and privacy policies, reviewing and drafting contracts of all types, creating employee handbooks, drafting a HIPAA policy, and of course dealing with legislation related to the COVID-19 virus.
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The issues dealt with by the clinic are wide ranging. Here are a few examples:
Most of these clients have little or no experience working with attorneys, so clinic students try to be good ambassadors for the legal profession as well as preparing the clients to transition to working with private counsel on an ongoing basis after they leave the clinic. The clinic often advises clients to seek the help of a lawyer in the future when there is a change in their business such as adding an additional owner or hiring an employee. Some of the clinic’s past clients have grown to much larger organizations able to retain private counsel.
Issues dealt with:
The issues dealt with by the clinic are wide ranging. Here are a few examples.
- The creation and use of business plans.
- The protection of trademarks and other intelletual property.
- The formation of businesss entities and non-profit organizations.
- Income and payroll tax considerations in business formation, operation, and liquidation.
- Using business entities to further estate planning goals.
- Contracts of all kinds including leases, non-disclosure agreements, buy-sell agreements, customer, and vendor agreements.
- Business finance concerns including those presented by funding from friends, family, and others.
- E-commerce issues and electronic transactions including drafting website user agreements and privacy policies.
- Advertising concerns under state law as well as compliance with the Lanham Act and Federal Trade Commission Act
How the Clinic Works
Clients who come to the clinic are assigned to work with one or more students. A client with more complex matters may have two or three students assigned to them. Once assigned, the students typically set up a meeting with the client and their supervising attorney. After meeting with the client, the students prepare an engagement letter to be signed by the client, and then commence performing the legal services needed.
All the clinic students get together in a weekly meeting to discuss the matters they are working on with each other and their supervising professors. The students thus learn from each other and are exposed to legal issues presented by matters other than their own. In this way the clinic operates much like a law firm or practice group that has collaborative meetings among colleagues.
The relationship between the students and their supervising professor is also similar to that of a law firm associate and a partner in the firm. All work is reviewed by the supervising professor before presenting it to the client. However, students in the clinic generally have more direct contact with clients than do many law firm associates.
Most matters are started and completed by the same students. However, trademark matters usually take the longest and often span more than one school year. In such cases, students will write a memo to the file to be read by incoming students in the Fall.
Students who participate in the clinic benefit from the experiential learning approach. They leave the clinic much better prepared to be an associate in a law firm or enter a governmental law practice. Although these students have already developed the skills of reading cases and understanding the law at an intellectual level, the ELC and the other clinics at the U of I give students a chance to apply this knowledge to provide practical solutions to help their clients.
Most law students never really know what it is like to practice law until they have their first client. When they do, they quickly appreciate it is not the same as the legal shows on TV. Instead, practicing law is better than TV, because the clients helped are real.
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To contact the Entrepreneurship Law Clinic at the University of Idaho, please contact the Director of the Clinic: John Hinton at email@example.com If you know a prospective client you wish to refer to the Entrepreneurship Law Clinic, please contact the Director of the Clinic (see side bar for contact information).
John B. Hinton is the Director of the Entrepreneurship Law Clinic. Along with Professor Alexandra Hodson, he supervises third year law students participating in the ELC. He also teaches Federal Income Taxation at the University of Idaho College of Law.