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Category: Business

Why Not? A Thanksgiving Business Story


From my experience representing companies and business owners, I often observe general themes that all successful businesses possess.    It does not matter the type of business, whether is started in a garage or with investors, or the actual business experience the owners hold.   Often a successful origin of a business begins with the question “why not?”   

Successful businesses are usually started as a solution to a specific problem.   Often when individuals see problems or issues that they determine  are insurmountable or unassailable, they give up, move on to something else, or decide to travel an apparently easier path.   Whether the problem is technical, scientific, or more general in nature, this mental barrier prevents progress.

The difference is that a successful businessperson sees a problem and reacts to it differently.   Instead of giving up, they ask “why not?”   “Why can’t the problem be solved?”   “There must be a way to overcome this problem.”   “What if we try this approach instead?”   “What if we think of the problem from a different perspective?”   Many successful businesses have been created out of attempts to answer these basic questions.

In fact, history is filled with examples of successful individuals and businesses with this “why not” outlook.    A quote by Thomas Edison highlights this attitude:

I have not failed 10,000 times.   I have not failed once.   I have succeeded in proving that those 10,000 ways will not work.   When I have eliminated the ways that will not work, I will find the way that will work.

A successful person does not see a barrier.   Instead, they see a problem that can be solved—the solution has just not yet been discovered.   Instead of an obstacle, they see an opportunity.

I am reminded of one example of this approach around Thanksgiving.   It involves a children’s book and an idea based on “why not?”    When I was young, my favorite Thanksgiving book was Cranberry Thanksgiving by Wende and Harry Devlin.   It is story about Thanksgiving dinner at grandma’s house, a handsome and charismatic stranger, and the uninvited and unsavory guest, Mr. Whiskers.   Grandma’s famous and secret cranberry bread recipe is in danger of being stolen, but is saved by an unlikely hero.    I still can picture the book being read to me in school as I made turkeys with the shape of my hand.   It always brings back fun childhood memories and was a favorite of my younger sisters and brother as well.

Years passed and my eldest child was born.   For his first Thanksgiving, I began my search to purchase a copy of this book.   Unfortunately, I quickly discovered that the book was out of print, the Devlins had passed away, and Cranberry Thanksgiving had been out of the market for several years.   In my search for the book, I found used copies of Cranberry Thanksgiving being sold for up to $150-$200 apiece.   These copies were being snatched up by parents, similar to myself, who wanted to share their favorite childhood books with their own children.

Where I saw a barrier to purchasing a cherished childhood book and memory, Jill Morgan saw a business opportunity.   She had a similar experience to mine when she attempted to locate her favorite children’s book to read to her own children.   Instead of moving on, she asked “why can’t these good children’s books be published and find new homes?”   With that question fresh in her mind she founded Purple House Press whose mission it is to locate and publish children’s books that have been out of print and lost to time.   With this purpose in mind, Purple House Press tracked down copyright holders to classic no longer published children’s books, usually by communicating with authors who had long-retired or the spouses and children of the deceased authors and illustrators.   After obtaining the appropriate rights, Purple House Press would republish and sell these books at a fraction of the cost for which the used copies were being sold on auction sites.  

The authors and illustrators (and/or their families) were happy that their books could find a new audience.  Parents were also happy that they could share their favorite books and memories with their own children.   The Purple House Press approach has been a success and attracted positive publicity from major publications and news organizations as lost children’s books are being rediscovered by a new generation of young readers.  As a result, Purple House Press has sold well-over 500,000 books and publishes several rediscovered books a year.  Where others saw a barrier or no solution, someone else saw an opportunity.   Success then followed.

One of the books republished a few years ago by Purple House Press was Cranberry Thanksgiving.   I eagerly purchased multiple copies and presented them to my siblings.   Now this beloved childhood story is being read by the next generation of my family members each Thanksgiving.


This Thanksgiving I propose that you take a problem or issue that has been a barrier to your business.   Then, say to yourself “why not” and view the problem from a different perspective.    You will be surprised with the results. 

© 2016 Matthew W. Harrison and Harrison Law, PLLC All Rights Reserved

This website and article have been prepared by Harrison Law, PLLC for informational purposes only and does not, and is not intended to, constitute legal or financial advice. The information is not provided in the course of an attorney-client relationship and is not intended to substitute for legal advice from an attorney licensed in your jurisdiction.

Breaking Up is Hard to Do . . . Business Partnership Issues


When I first meet with a group of prospective partners who have an idea and want to create a business, one of the questions I ask that often receives the most unique reaction is “what would you like to have in place if this partnership does not work out.”    Often times, the prospective partners, who are still in the afterglow of their new idea and the thought of a business venture, don’t want to discuss if it does not work between them.    They also do not want to discuss what to do if a personality issue or other conflict impacts the business and their chance to be successful.   However, in reality, it is essential that this discussion occur, and key decisions are made before the business is created.

Why is Preparing for Future Disputes Important?

During this initial discussion, I tell these prospective partners that there are three general categories of circumstance that will cause stress and conflict within a business partnership.   These are:

  • Failure of the business

When the business lags or begins to fail, partners start to look to each other to place the blame.   Rarely does a business partner state “this is all my fault.”  Finger pointing begins in earnest between the individuals.

  • Success of the business

Money and success often bring out the extremes in people’s personalities.  Conflicts escalate when the dollar amount is higher.   Rarely does a business partner state “I give all the credit to my other partner.”  Pride begins to impact the business.

  • The business remains the same

Business, like nature in general, abhors the status quo.   Stagnancy is the precursor to problems with the business.  If you are not moving forward, you are actually moving backward.

After I discuss these three scenarios, which can impact any business, they realize that it does not matter the circumstances or good feelings of the moment, it is best to address the question now and have the proper preparations in place.

Strong Corporate Documents and Legal Framework

One of the keys to avoiding partnership issues and future disputes is to both define the business relationship between the partners, and the procedure that is in place when an issue occurs.   This is accomplished by the operating documents created at the initial corporate organization of the business.   These documents may include, a partnership agreement, an operating agreement, and specific corporate bylaws or policies enacted during the first corporate meetings.  

These operating documents provide the proper framework for the business, outlining authority and who is responsible for certain items.   They also will provide the framework to address issues that arise for the business and how disputes will be addressed.   When a business partnership has defined their expectations and individual responsibilities early, the odds of misunderstandings decrease because everyone knows their responsibility, everyone knows the procedure if there is a question, and everyone knows what they are entitled to if the business dissolves.

Even if there are no issues or disputes between the business partners, a strong corporate and legal framework will assist when unexpected contingencies occur.   For example, these documents will address what procedures are to be taken when there is a medical situation, disability, or death of a partner.   They can also provide the framework when an unexpected economic, nature disaster or other development occurs, which often requires decisive action in order for a business to survive.


Although it may seem counterintuitive to prepare for a partnership disputes before a business has begun, it is actually essential that this type of preparation occurs.   If fact, completing strong corporate documents and a legal framework to address these contingencies, increases the likelihood that these negative effects can be avoided.

© 2016 Matthew W. Harrison and Harrison Law, PLLC All Rights Reserved

This website and article have been prepared by Harrison Law, PLLC for informational purposes only and does not, and is not intended to, constitute legal or financial advice. The information is not provided in the course of an attorney-client relationship and is not intended to substitute for legal advice from an attorney licensed in your jurisdiction.



An issue I often encounter with prospective business clients is that they have made a decision/choice, which appeared to be insignificant from their perspective at the time, but it actually was not.   Instead, this decision or action is the catalyst that led to significant legal issues, loss of business revenue, and disputes with other parties.   What started out from their perspective as a minor matter evolved into their business facing significant financial losses, litigation, legal fees and costs, and even the potential closure of their business.

When I inquire of these individuals concerning the linchpin decision/choice that led to this outcome, they have a difficult time explaining their decision or understanding why it led to the legal issues that occurred.  When faced with the decision/choice, they have often said to themselves words to the effect of “no, I’ve got this . . .” or state “really, how difficult can this be.”   Oftentimes, they have taken self-help steps to answer their question (or confirm their decision), but they actually have located incomplete or incorrect information.   Consequently, problems develop.

“How does a company, its leadership, and ownership not see these landmines and issues before they occur?” has often been a question I have asked.   While researching another issue, I came across a research study that may explain this mental roadblock.   It is called the Dunning-Kruger Effect.

The Dunning-Kruger Effect is named after two psychologists who chose to examine why individuals make obviously bad decisions believing they are correct.   Their initial question originated as a result of a news article of a local man who decided to rob a bank.   Having learned that lemon juice can be used as an invisible ink, the robber smeared his face with the substance believing that it would make his facial features unrecognizable or invisible.   Because of this assumption, he made no effort to disguise his face beyond the lemon juice and was quickly caught by law enforcement.   The robber expressed sincere surprise and a complete lack of understanding as to why his plan did not work.

Dunning-Kruger decided to research why individuals make obviously bad decisions, but are completely unaware that they are doing so.   They concluded that individuals who are unskilled, not fully educated, or ignorant of certain matters often suffer from an illusion of superiority believing that their abilities are much greater than in reality.  In basic terms, a little bit of knowledge can be bad because individuals have the tendency (with a little bit of information) to extrapolate that they have more knowledge than they actually possess and, as a result, make bad decisions of which they are completely unaware with disastrous results.

Dunning-Kruger proposed that, for a certain skill or knowledge set, “incompetent” people will:

  1. Fail to recognize their own lack of knowledge or skill;
  2. Fail to recognize the extent of their inadequacy;
  3. Fail to recognize the genuine knowledge or skill in others;
  4. Only recognize and acknowledge their own lack of knowledge or skill when educated otherwise.

This is often the perspective that business leadership and ownership will display.   Business leaders, corporate owners and entrepreneurs have a sense of independence, which sometimes serves them well.   However, this independent streak can lead to an overconfidence in areas where they lack the appropriate skills or knowledge to make an informed decision.   This overconfidence leads to decisions and directions that should have never been taken.

In addition, this overconfidence and lack of complete or accurate information results in their failure to take the advice of others, such as legal counsel, who would be able to properly inform them of their situation and provide advice to avoid the problem.  Instead, the “I’ve got this” or “why should we pay for an attorney for advice when we already know our answer” attitude occurs.    Unfortunately, these businesses only realize their own lack of knowledge after the fact, when a problem has occurred, damage is already done, and they are embroiled in serious legal issues.

In order to prevent the Dunning-Krueger Effect from taking hold of a company’s decision process, businesspeople need to have a team of trusted individuals in place in order to keep them properly educated and informed.   Finding these key individuals, whose only purpose is to help you succeed, are essential for the long-term success of a business.   From my observations and experience, I would recommend four key individuals to become part of the success of your business.   They are:

  1. A Business Attorney or Law Firm
  2. A Business Accountant
  3. A Financial Planner with Business Clients
  4. An Experienced Mentor or Business Coach

Locating and utilizing these individuals who are able to provide answers, advice, and assistance with knowledge, practical experience, and different perspectives will help avoid bad decisions caused by lack of knowledge and overconfidence.    These are also individuals whose purpose is to help a business succeed and have no ulterior motives to the contrary.

Those who own and lead businesses need to accept that they do not know everything.   A quote by philosopher Bertrand Russell highlights this approach.  “One of the painful things about our time is that those who feel certainty are stupid and those with any imagination and understanding are filled with doubt and indecision.”  Every successful business owner/leader acknowledges that they are not omniscient and that they need to utilize the wisdom of others to supply critical knowledge and advice.   Understanding the areas where a business owner or leader has a genuine lack of knowledge or skill and has in place those who can provide this knowledge and skill with which they lack, can lead to a more successful and sustainable business.

©2016 Matthew W. Harrison and Harrison Law, PLLC All Rights Reserved

This website has been prepared by Harrison Law, PLLC for informational purposes only and does not, and is not intended to, constitute legal advice. The information is not provided in the course of an attorney-client relationship and is not intended to substitute for legal advice from an attorney licensed in your jurisdiction.

Just Keep Pedaling


Recently my wife and I purchased bicycles for our two young children.   If you can recall your own experience with learning to use a bicycle, or remember attempting to teach your own children, this can be a very daunting task for everyone involved.   The fear of falling and being injured is ever-present in the children’s young minds. It is hard to combat a sometimes instinctual desire not to peddle and the want to move forward when your feet are not actually touching the ground.   Instead, young children want to stop, drop the bike onto the ground and walk away in frustration.   After several attempts to coax a child to learn, some parents can feel the same way.

With my past experience with bicycles, I was tasked with the responsibility of teaching my children. As I went through the recent experience with them, the primary statement I kept repeating to them as they learned to ride was “don’t worry, just keep pedaling.” Most issues with learning to ride a bicycle can be resolved by following this simple first rule.

The first concept that new bicycle riders need to discover is how to balance.   You will notice that it is difficult, even as an adult, to balance a bicycle on two wheels without any movement.   It usually takes an adult practicing for a significant period of time, standing on top of the pedals, in order to accomplish this goal. For a child, balancing without any movement is almost impossible.   Instead, the ability to balance on two wheels is achieved by the bike utilizing its forward momentum. In basic terms, forward momentum (even at a low rate of speed) allows the rider to maintain balance on a bicycle with little effort.   In fact, you will notice experienced bicyclists can maintain their balance, and even turn wide corners, without their hands on the handlebars because they are pedaling at a steady rate and moving forward.

This is where my mantra of “just keep pedaling” comes into play.   Most issues and the concerns of falling down can be resolved by forward momentum.   In fact, the odds decrease that you will lose your balance and fall down. Essentially, forward momentum allows a rider to have more control—not less.

Once children internalize this concept and overcome their initial fear of moving forward, it becomes instinctual to them. It becomes so instinctual, that once someone learns to ride a bicycle, no matter how many years have passed between experiences on a bicycle, they can still operate one. You then often hear the term “it is like riding a bike” to describe how easy an action is to repeat once it is learned.

Creating, running, and maintaining a successful business are similar concepts to learning to ride a bicycle. At first, it is a daunting proposition. As such, some businesspeople will hesitate to move forward. Nevertheless, your and the business’s ability to succeed now (and to continue to succeed) will be based on forward momentum. A business, its owners, and those others responsible for its success need to “just keep pedaling.”


Failure to provide forward momentum (even in small increments) leads a business to essentially lose its balance and “fall.”   A loss of balance leads to a decrease in competitiveness and the overall ability for a business to succeed. As often stated by business or success coaches “if you are not moving forward, you are moving backward.” A business that does not “just keep pedaling” is allowing competitors to overtake them as they sit on the side of the road.

Just as a young child learning to ride a bicycle can become paralyzed with a fear of falling, a business can become paralyzed as well.   As outlined in a previous post, found HERE, the fear of failure can lead to a business culture of paralysis where decisions are slowly, if ever, made.   As an alternative, a “just keep pedaling” culture allows for continued movement toward a destination or goal.   Mistakes may happen, but forward momentum provides a better opportunity to quickly recover to continue moving forward.

At the beginning of a new year, begin it with a “just keep pedaling” attitude. This mindset will certainly propel a business closer to success and nearer to reaching its goals than sitting at the side of the road waiting for the optimal conditions and the ability to balance without movement.

©2016 Matthew W. Harrison and Harrison Law, PLLC All Rights Reserved

This website has been prepared by Harrison Law, PLLC for informational purposes only and does not, and is not intended to, constitute legal advice. The information is not provided in the course of an attorney-client relationship and is not intended to substitute for legal advice from an attorney licensed in your jurisdiction.

Building Codes: A Primer for Contractors and Owners in Arizona

Part 3. The Defense or use of Estoppel

And Requirement to Exhaust Administrative Remedies

In the second blog post on this subject found HERE, I highlighted the vested rights doctrine and its utilization by Arizona courts when a dispute occurs.   The vested rights doctrine is based on the concept of estoppel, which will be discussed in greater detail in this post. You can find part one of my series on Building codes HERE.

In order to avoid the overuse of both the vested rights doctrine and estoppel, the courts often require the claimant to be able to prove that it has fully complied with the all of the potential administrative remedies before allowing their claim(s) to proceed.   These procedural requirements must be complied with before the claimant can argue whether these claims and defenses are viable.

The Doctrine of Estoppel

  • Estoppel is an equitable doctrine used as a defense in contract disputes. It is a legal term that is unique in its wording, but the definition is relatively easy to explain. Estoppel occurs in circumstances where one party detrimentally relied upon a misrepresentation by the other party to the contract or its representative, which led to damages.   In addition, Estoppel also refers to conduct inconsistent with a later adopted position, and which conduct induces somebody to act to their detriment.[1]
  • Estoppel, in the context of building codes, often occurs when an owner or developer is provided assurances by a government entity that it then relies upon to its detriment. If estoppel is found, the government entity which provided these assurances is prevented from taking action contradictory to the original assurances given. For example, a property owner, who had been provided approval for its zoning or other variances for expansion of his residence and detrimentally relies on these approvals, which are later revoked, may be able to rely on estoppel to stop revocation of these approvals because the owner relied on a statement by the government to his or her detriment.

However, it should be remembered that a municipality generally cannot be estopped from enforcing its building code.[2] Estoppel is generally not applicable against a state or government entity except in circumstances where the legal system has determined “the government’s wrong conduct threatens to work a serious injustice and if the public interest would be duly damaged by the imposition of estoppel.” A municipality may be estopped only “when its ‘wrongful conduct threatens to work a serious injustice and … the public interest would not be unduly damaged.’”[3] Therefore, courts will often allow municipalities substantial leeway in how its employees conduct business.[4]

In addition, the government will generally not be estopped by “the casual acts, advice or instructions issued by nonsupervisory employees.”[5] Instead, a party asserting estoppel must show that supervisory employees articulated a position, acted contrary to that position, and that a serious injustice would occur if the government is not held to the assertions made. Essentially, estoppel can be invoked successfully only when the government’s actions constitute “affirmative misconduct.”[6]

  • In order to find estoppel, Arizona courts will examine the administrative decision by the government entity and determine whether the decision made was arbitrary, capricious, or an abuse of discretion.[7] Often, estoppel has been recognized as the foundation of the vested right doctrine and inferred under most circumstances when it is invoked.[8]
  • An example of this analysis is seen in Rivera v. City of Phoenix discussed in a prior post on this subject. In Rivera, the homeowners had also argued that estoppel was triggered because the City revoked the permit even though the homeowners had relied upon the prior approval to their detriment, construction had already begun, the project had been mostly completed, and the homeowners would be damaged by a permit revocation at this time. The Rivera Court rejected the homeowner’s argument emphasizing that there was no proof by the homeowner that there was any arbitrary and capricious conduct by the City.[9] In addition, the homeowners could not invoke estoppel when the basis for the “wrongful conduct” alleged was because of the erroneous plan submitted by them.[10]

Exhaustion of Administrative Remedies

No matter what circumstances may occur and whether or not the owner/developer may have several potential defenses and vested rights, it is important to make certain that all appropriate administrative remedies have been exhausted before proceeding with litigation.   An exhaustion of administrative remedies is a well-known principal of law that states that a party must exhaust its administrative remedies before appealing to the legal system. Courts have established their authority to limit the cases for which they take jurisdiction by rules of ripeness, mootness, and standing. Similar is the rule that requires an exhaustion of all available administrative remedies prior to seeking judicial review of an administrative order.[11] Arizona has long recognized this doctrine and a rule of judicial administration.[12] It often becomes apparent in a circumstance where the party must first go through various zoning boards, committees, or even to the city council before it can file a court proceeding.

Exhaustion of Administrative Remedies is often seen when an owner or developer may have significant evidence of vested rights, but fails to submit this issue directly to the appropriate government agencies before litigation is initiated. The doctrine of exhaustion of administrative remedies applies where a claim is recognizable in the first instance by the administrative agency alone; in such cases the judicial interpretation is withheld until the administrative process has run its course.[13] One of the best sources of whether this doctrine may apply to your situation is to investigate if the legislature, city council, or other governing body, through statute, ordinance or regulation, has established an administrative review process and provides criteria as to when a judicial review becomes available.[14] When an administrative entity is empowered to act by the State Legislature or city ordinance, the administrative procedure and hearings should be completed before a judicial review can occur. Failure to follow the appropriate guidelines could lead to the court declining jurisdiction and preventing a review of a decision—even if a valid claim or defense may exist.

The Gulf Leisure opinion discussed in a previous post also addressed this issue and illustrates possible exceptions to this rule. One of the arguments presented by the Town of Paradise Valley was that the trial court had erred in even deciding the case for the developers because the developers had not exhausted all the administrative remedies at their disposal before filing suit.[15] The Gulf Leisure Court recognized the long-settled Arizona rule of exhaustion of administrative remedies, but it also highlighted that the goal of exhaustion of administrative remedies was only to provide an administrative body a full opportunity to reexamine and restudy the matter.[16] Therefore, an exception to this rule is granted when the administrative review procedure is nonexistent or where it would be futile or useless to invoke the administrative process. The Gulf Leisure Court determined that the facts indicated that there was no established review procedure for final council matters involving the Town of Paradise Valley. What is more important, the Court emphasized is that the exhaustion of administrative remedies did not require re-application to the same council multiple times for alternative forms of relief in order to cover every possible scenario that may involve administrative review. Therefore, the Court rejected the Town’s argument.


  • The modern system that governs the rules and procedures through which permits are issued for building and other property improvement projects can be a challenging web of intersecting rules, codes, guidelines, and requirements. Seeing a project through to completion is a challenging and sometimes lengthy process. An owner, developer, contractor, and architect should be mindful of the following considerations to help keep a project on track and avoid potential legal pitfalls.
  • Complete all permit requests and other paperwork with truthful and accurate information.
  • If a variance from a code or other regulation is necessary, make sure that the variance request is adequately descriptive to ensure that the governmental authorities can reach a proper determination from the information provided to them.
  • Avoid situations which would open the door for the government entity to readdress a given variance and possibly revoke a previously approved exception.
  • Keep all documentation showing that the owner or developer has established vested rights, and utilize this doctrine as a defense against behavior by a government or administrative agency that may be deemed arbitrary and capricious.
  • Examine whether the government entity and its representatives provided assurances that were to the detriment of your client.
    • Always remember to claim vested rights early in the administrative process. Do not give the ability to the opposing party to argue that vested rights have been waived.
    • Make certain that you exhaust all appropriate administrative remedies before engaging the court system.
    • Do not become caught in the minutia of government decision-making by producing duplicate requests to address an issue that has already been adjudicated on the administrative level.
  • These guidelines will help to make the process of completing a building or other property improvement project reach completion with fewer setbacks.   In addition, it will provide the information and evidence necessary if you must navigate the administrative and legal process in order to achieve the desired outcome for your project.

[1] Thomas and King, Inc., v. City of Phoenix, 208 Ariz. 203, 210, 92 P.3d 429, 436 (Ariz. App. 2004).

[2] National Advertising Co. v. Arizona Department of Transportation, 126 Ariz. 542, 617 P.2d 50 (Ariz. App. 1980).

[3] Valencia Energy Co. v. Arizona Department of Revenue, 191 Ariz. 565, 959 P.2d 1256 (1998).

[4] Id.

[5] Id. The argument that an individual on the telephone or at the front counter provided the information relied upon will not be enough to find estoppel occurred.

[6] Rivera v. City of Phoenix, 186 Ariz. at 604.

[7] See generally, Blake v. City of Phoenix, 157 Ariz. 93, 96, 754 P.2d 1368, 1371 (Ariz. Ct. App. 1988); citing Book Cellar, Inc. v. City of Phoenix, 139 Ariz. 332, 678 P.2d 517 (Ariz. Ct. App. 1983).

[8] Town of Paradise Valley v. Gulf Leisure Corporation, 557 P.2d at 540.

[9] Id.; citing Freightways, Inc. v. Arizona Corp. Commission, 129 Ariz. 245, 248, 630 P.2d 541, 544 (1981); Carlson v. Arizona Department of Economic Security, 184 Ariz. 4, 6, 906 P.2d 61, 63 (Ariz. Ct. App. 1995).

[10] Id.

[11] Minor v. Cochise County, 125 Ariz. 170, 172, 608 P.2d 309, 311 (1980).

[12] Id.

[13] Id. at 173; citing United States v. Western Pacific R.R. Co., 352 U.S. 59, 63-64 (1956).

[14] See Southwest Soil Remediation, Inc. v. City of Tucson, 201 Ariz. 438, 442, 36 P.3d 1208, 1212 (Ariz. Ct. App. 2001); citing Minor, 125 Ariz. at 172, 608 P.2d at 311.

[15] 557 P.2d at 541.

[16] Id. at 542; citing Pima Mining Co. v. Industrial Commission, 11 Ariz. App. 480, 482, 466 P.2d 31, 33 (Ariz. Ct. App. 1970).

© 2015 Matthew W. Harrison and Harrison Law, PLLC All Rights Reserved

This website has been prepared by Harrison Law, PLLC. for informational purposes only and does not, and is not intended to, constitute legal advice. The information is not provided in the course of an attorney-client relationship and is not intended to substitute for legal advice from an attorney licensed in your jurisdiction.