Nicolai Law Group, P.C.

Building Value - A Case In Point
Sometimes you have to fight for your company s future. And that s when litigation can be a lifeline.

A successful software development company made a sixfigure investment into a partner company that had developed a new related product. With Nicolai Law Group s help, the investment created a longterm strategic relationship.

A few months into the relationship, the partner s major competitor sued, claiming the new product resulted from stolen trade secrets and contract breaches. Suddenly, your startup partner faces major litigation and the real prospect of being wiped out. One of the world s largest intellectual property law firms has a gun to your partner s head. If you don t stand by them, everything goes down the drain.

Using its contacts, Nicolai Law Group puts a team of experts on the ground within hours. By the end of a week, probable results and a strategy to get there are mapped out. You know your opportunities and risks, and that you are looking at two to three years of longdistance litigation. You decide to stick with the investment.

Shortly after, the other side gets a copy of the your source code. Nicolai Law Group leads the fight to stop them from seeing it and coordinates the battle to get it back.

The other side brings two more lawsuits, four more law firms and new venues across the country. And then you are named in the case. Each time, Nicolai Law Group integrates and coordinates new players. And gets the case against you dismissed twice.

At last, one court was ready to go to trial. Thanks to Nicolai Law Group s positioning, all of the other side s claims had been thrown out. The jury only had to consider your partner s claims against the other side. Your claims are waiting in the wings. The other side has already appealed twice.

The phone rings. The negotiations start. By Monday morning, everything is settled. Nicolai Law Group lawyers and the team had worked around the clock. Your management team was in the loop wherever they were at parties, on the soccer field, in the car. The settlement pays the bills and leaves you and your partner free to grow market share. All went according to the plan mapped out two and half years earlier no big surprises and your original investment left intact.

Litigation Key To Business Growth
While Nicolai Law Group works hard to keep clients out of court, sometimes litigation is the only way to get the desired results. That was the case for the late Paul Jenney, founder of The Info Center, Inc., a 19employee landlord credit reporting agency based in Feeding Hills, Mass.

Paul met his wife Marlies in Germany in 1965. When he completed his military service, they moved to Springfield, where he was an insurance agent and real estate broker. Together, they were landlords and by the mid1980s, had some 200 units. Son Paul, now vice president, has worked in the business since he was 14.

The Jenneys quickly realized that while landlords had few rights, tenant selection was one area they could control. Armed with information about prospective tenants eviction and criminal records, landlords could protect their property. As son Paul noted, drug traffickers are not great tenants. And housing isn t a right.

Landlords Report Computer Service opened its doors in 1982, becoming The Info Center, Inc. in 1985. Their unique product was hardwon tenant information gleaned from court records, police arrest reports and the Criminal History State Board (CHSB) database. Despite its status as public information, these records ultimately required litigation to be released. Described by Jenney as a wicked litigator, attorney Marwan Zubi succeeded in every case against the CHSB and police departments across the state. In recognition of founder Paul Jenney s commitment to landlords, the Massachusetts Rental Housing Association posthumously named their Lifetime Achievement Award for him in 2004.

First Advantage Corporation, a national credit check company, approached the company about a sale in late 2003. Marlies called Paul Nicolai, and the firm has been involved in every part of the negotiations, including incentives for financial milestones in the next year, son Paul said. Attorney Caroline Nicolai spent so much time with him that most people thought we were dating, he said with a laugh. The sale to First Advantage closed November 10, 2005. The Info Center is now part of First Advantage SafeRent, the leading provider of screening and risk management solutions for the multifamily industry.

Over the years, Paul Nicolai s been there, from 30second phone conversations to long dinners at my mom s house, Jenney said. And when he and his father fought over the business direction, Paul mediated, finding a happy medium. He always kept us on track. He has been an integral part of our business.

Translating Documents Into Dreams
The scene at the kitchen table described the situation perfectly: a battle between dishes and documents. It was Thanksgiving weekend, and Celine Champagne was in the middle of a deal to acquire a new company. Her husband and business partner, Ronald, walked in early one morning and found her at the table. When he asked what time she had come downstairs, she replied, I never went upstairs. She had spent the night reviewing legal documents, trying to understand all the complexities involved.

She had a lot of help from Nicolai Law Group. Attorneys Brian Ladouceur and Caroline Nicolai worked quickly to review documents passing between both parties, translating all aspects of the deal to protect the Champagnes, making sure they understood the risks involved.

Ronald and Celine, owners of Champagne Drywall, Inc. in Agawam, Mass., were purchasing the assets of a distressed Connecticut construction manufacturer that produced quality structural steel for large commercial construction projects in four states. Under great financial pressure and ballooning debt, the company faced foreclosure by its lenders. Other entities had a stake in the transaction, which made the deal more complicated.

The deal officially closed in late February with the lenders, creating Topper & Griggs Group, LLC in Plainville, Conn. Posted on the wall in Celine s new office is a list of transition team members and their contact information. Included are the Champagnes daughter Amy, Vice President of Administration for the new company, son Eric, board chair and Vice President of Operations, consultants and accountants, plus the home and cell phone numbers for Brian Ladouceur and Caroline Nicolai.

While the weeks surrounding the acquisition now seem all a blur for Celine (who continued working at Champagne Drywall throughout the process), the two Nicolai attorneys were saviors, she recalls. They were available anytime I called.

And the relationship continues with the new company, she quickly adds. Brian stopped in the other day and got a tour, she notes. I d recommend the firm to anybody. They are very professional, very courteous.

Nicolai Keeps Drywall Company Covered
In the world of construction, when you work with general contractors, you may need representation. Legal representation. A contract may say one thing, but on a job site, changes may occur. Whether the job is residential or commercial, Champagne Drywall, Inc. turns to Nicolai Law Group to clarify contract terms or get paid.

Since 1995, when Champagne Drywall added a commercial division to its general carpentry, stucco and drywall services, Attorney Marwan Zubi has been their legal protector. We ve had very good service, says Celine Champagne, office manager, Marwan is very knowledgeable. When he presents options on how to handle a claim, he s very precise.

Precision counts when money is due. In one instance, Zubi helped the company receive full payment for a subcontracted project, in part from the general contractor and the balance from a second company that he eventually learned had also signed the original contract, although it had never had any dealings with Champagne Drywall.

And he s helped them on a variety of issues beyond contracts, including tenant/landlord issues, employee loans, and even coaching the bookkeeper through a small claims court case. Marwan has fit the bill on a number of levels, says Champagne.

Founded in 1980, Champagne Drywall now has about 30 employees and more than $6 million in sales last year. Some recent projects include the Target store in Worcester, Mass. and six of the McDonald s along the eastbound Massachusetts Turnpike.

Champagne explains their success succinctly: We bid it right and do it right. Often, general contractors call them in to finish a job that the initial contractor underbid and couldn t complete. Her husband, Ron Champagne, is the owner, and they currently have an office staff of three estimators and two bookkeepers. They also employ six field foremen.

The company s close working relationship with Nicolai Law Group has also helped them succeed, Champagne notes. I would recommend the firm to anybody. They are very professional and very courteous.

Furl, Llc
Business Goal: Become A Verb

If Mike Giles succeeds in his latest venture, a new verb will soon be part of modern lingo. When you find a web page you want to come back to, just furl it. His software makes it possible to store and retrieve individual web pages a digital filing cabinet of full-text internet clippings -- rather than bookmarked websites. Nicolai Law Group helped him create the Amherst company.

Furl (which stands for file URL ) went live as a free web service in January at www.furl.net. Its popularity has grown since, with 700 to 800 new signups a day. Within a month of launching, several major Internet companies offered to buy Furl.

From initial set up to final sale, Paul did it all, says Giles, who wanted to work with an experienced attorney capable of handling complex technological agreements. Nicolai established the corporate structure for Furl, and then evaluated several acquisition offers. Giles took on the actual filing for corporation.

Paul and I worked really well together, Giles notes. But their work was all virtual, on the phone or through e-mail. The two still haven t met face to face.

In September, San Francisco-based LookSmart, Ltd. purchased Furl in a private acquisition. The deal closed a day before Giles 30th birthday, narrowly achieving his long-held goal, he says. Nicolai revised the letter of intent, and handled the negotiations surrounding the purchase agreement.

I always wanted to do something on my own, notes Giles, who now shuttles between Amherst and San Francisco to support and improve Furl s capabilities.

Pioneer Valley Hotels Group
Rapid Reliability Reels in Real Estate

Time is the real enemy for a business owner, especially with complex deals. The time it takes to sort through complicated but crucial details could mean losing a great business opportunity.

When Laxman Parmar finds a good location for a new hotel, he calls Nicolai Law Group. For many attorneys, the process of securing the financing to buy the property, negotiating the deal with a hotel franchise and perhaps a restaurant on the site, and sifting through the hundreds of pages of documentation involved in these transactions could take weeks.

But not for Nicolai Law Group. They generally turn around documents for Parmar and his Pioneer Valley Hotels Group in just two to three days. And Parmar reports that even real estate professionals on the other side say the team Paul Nicolai leads is very thorough.

I rely on him, says Parmar, who is vice president. He s a very straightforward guy. Parmar has worked with Nicolai and his associates since 1989. Since then, Pioneer Valley Hotels Group has grown to include four hotels in the Springfield area. We build the business and leverage one hotel to build the next one, he explains. The competitive nature of the hotel business means that he has to make quick decisions. Otherwise, he says, someone else might buy it in the meantime.

To keep costs down, Nicolai advises Parmar on what outcomes to seek in negotiations, but doesn t accompany him to the negotiation sessions. But before Parmar signs anything, Nicolai reviews it. He goes through everything, point by point, Parmar says, and explains what it means in plain language.

I trust Paul, concludes Parmar. I know he ll tell me what I can or cannot do.

Precision Panels, Inc.
Closing One Door To Open Another

Market saturation and big box retailers sapped any hope for growth in the overhead garage door business. Mike Lemelin, the owner of one of Western Massachusetts leading overhead garage door installation and maintenance companies, saw the writing on the wall. He had to change or go out of business.

With his long history in the construction business, Mike looked at local industry trends and potential profit margins. He found the best prospects in the pre-built segment of the business which offered new practices and technology.

He had to restructure, and that s where Nicolai Law Group came in. The most effective way to shed those low-performing assets was to split up the business. Parts were sold, parts were scrapped and other parts were brought into the new line of business. Plus, Mike needed a new set of partners with the right mix of business and technology skills to complement his history and skills.

Nicolai Law Group was invaluable, said Mike. They gave me the right amount of support and advice at each step along the way.

Nicolai attorneys recommended low-cost techniques for shedding certain assets, and advised Mike on terminating relationships from that line of business to minimize its liabilities. At the same time, they used sophisticated techniques to create the right structure and partnership levels to maximize his investment in the new line of business.

With this combination of strategies, Mike completed a successful two-year transition.

Precision Panels, Inc. is now up and running in Westfield, Massachusetts in combination with Nu-Truss, Inc. The combined businesses design, engineer, build and install pre-made wall panel units and roof truss systems for residential, commercial and industrial construction applications using the latest technology.

What I got was much more than billed-by-the-hour legal advice; I got a combination of strategies that gave me the right input at the right time, said Mike. Instead of pushing every issue on every front, the staff at Nicolai Law Group managed some of the issues, pressed others and concentrated on what created value instead of creating legal bills.

Belt Technologies, Inc.
Getting Deals Done

Malcolm Getz isn t quite sure how Paul Nicolai does it. I was a public accountant for 21 years. I know how hard it is to get back to people within 24 hours. More than half the time, Paul answers the phone himself. And 90 percent of the time, he calls me back within 2 hours.

That degree of responsiveness can make a difference in a business success -- and security. As president and CEO of Belt Technologies, Inc., an international manufacturer of custom- engineered metal belts, pulleys and conveying systems, Getz recently faced the potential for employee violence for the first time. He called Nicolai at 2 p.m. one afternoon. He described the situation and his concerns. By 9 a.m. the next morning, Nicolai was in his office ready to lay out a range of options and their risks. As a result, the plant became a safer work environment for Belt Technologies 31 employees.

Paul handled that efficiently for us, Getz notes. He has worked with Nicolai Law Group for four years, but shared several clients with Paul Nicolai for nearly ten years before that, in his CPA days. He calls on Paul for a variety of corporate issues including contract negotiations, employment matters and technology protection.

Paul has a very hands-on approach to his clients. He knows what it takes to get a deal done. While other lawyers seem to create objections rather than solutions, Getz says Nicolai is exceptional for his business practicality. He s great at keeping things in perspective. And responding when his clients call.

Magic Mud Clay
When you re a school teacher with a great idea for a children s art product, you need more than financial backing, product design or a good distribution network. You also need legal advice. And when one of the country s leading producers of artist clay products wants to buy your company, you don t want to negotiate alone.

That s when Paul Nicolai got a call from Kathleen Bailer, creator of Magic Mud , a natural, educational modeling clay intended for preschool and early elementary children. After American Art Clay Company sent an eight-bullet agreement to buy her company, K-Play, she contacted Volunteer Lawyers for the Arts of Massachusetts to see what advice might be available. They recommended Nicolai Law Group based on the firm s previous experience.

The initial contract language would have meant giving away my creativity, Bailer says. In the space of two weeks, Paul Nicolai produced the comprehensive documents she needed to protect her rights as artist and creator of the product. She conducted the negotiations herself.

He drafted the licensing agreement with what I wanted to receive for the sale of my business. We submitted it, but I was in charge, she explains. Paul was helpful, open to what I wanted and willing to give me the legal take on what I asked.

Once the papers were signed, Nicolai kept in touch. He recommended she file for more trademarks on her label, including the Magic Mud logo and the tag line, Can I Clay With You? Bailer now serves as a classroom educational consultant and is publishing a book to complement her Magic Mud product line.

Metacomet Systems, Llc
Metacomet - And Nicolai - Welcome Complex Challenges

There are a hundred ways to sell a book, according to David Marlin, manager of MetaComet Systems, LLC in South Hadley, Mass. They can be sold as hardcovers, paperbacks, audiobooks, CD-ROMs and e-books.

As sales increase, sliding scales and escalator clauses kick in for author payments. And different rights exist in different countries. But no matter how a book reaches the reading public, Marlin s specialized software can help publishers manage the calculation and distribution of royalties to their authors. Called Royalty Tracker, the software stores the details of royalty agreements, including author advances, and manages royalty distribution of infinite complexity, says Marlin.

The software creates a host of intellectual property issues, and that s why Marlin turned to Nicolai Law Group. He wanted to develop a standard licensing agreement for his clients. He also wanted to buy out his partner in a way that would minimize any taxes or liabilities. Paul Nicolai advised him by email and phone, while Marlin conducted all negotiations himself.

Whenever he needed information on a specific point, or contract language revised, he says, I got what I needed later the same day. Paul was extremely professional and responsive. Last fall, he negotiated to buy out his founding partner and in the process, restructured the company.

I would negotiate details with my partner, which Paul then translated into the contract s legalese, recalls Marlin. It was a difficult and complicated process, but with Paul involved, I was able to understand where I stood and the dynamics of the deal in a way that let me come through it successfully.

Applied Proactive Technologies
Creative Challenges For Nicolai

The world is a little more energy efficient, thanks to the work of Applied Proactive Technologies (APT). And as a TeleCounsel client, APT efficiently taps the energies of Nicolai Law Group attorneys.

Springfield-based APT works with electric and gas utilities across the country to implement "market transformation energy efficiency programs." Mandated by state laws, the programs involve working with manufacturers to produce energy-efficient products, get those products out to electricity customers, both industrial and residential, and promote their use.

Every state's program is different, and so are the contracts supporting them. In contract negotiations, APT's president notes attorney Paul Nicolai is "able to say what I want to say in a legal way." And he doesn't just spell out the problem, he adds, "Paul offers a solution too, that's reasonable and justifiable."

"APT was referred to us by another client," notes Nicolai. "It's part of our virtual network." While the firm initially handled personnel issues for APT -- which has grown from 5 to 65 employees nationwide -- in addition to contract negotiations, it also undertakes regulatory review and legislative advocacy, as those efficiency programs come up for renewal by state legislatures.

"Issues can be so much more complex than they first appear on the surface," says Paul. "But the ramifications of that initial response to a problem can be devastating." That's when a call to TeleCounsel can save a lot of time and energy, and produces some creative results.

Financial Training Partners
Nicolai Keeps "Virtual" Partnership Viable

When there s at least two hours travel time between business partners -- and longer to their major clients -- their virtual company needs both a down-to-earth partnership agreement and carefully crafted contracts. For Financial Training Partners, Nicolai Law Group offered both the business advice and the legal services they sought.

Formalizing their partnership was important to both principals Tim Delaney and Ron Carleton, but they wanted simplicity, not a bulky document. Paul Nicolai s solution respected their wishes, but included a number of details we hadn t thought of, Ron says.

Financial Training Partners is an independent training firm that produces its own instructional materials, in both traditional and online formats. They work with leading investment managers, commercial and investment banks around the world to help their employees take, manage and profit from credit risk. So when a client proposed a five-year business relationship, they didn t want to take unnecessary risks themselves.

The work would involve a number of different operations and services, including the creation of training materials that could be used over the Internet and in traditional classrooms. They turned to attorneys Paul Nicolai and Marwan Zubi to help them fashion what turned out to be a very complicated contract. They produced a multimedia license agreement, together with a services agreement, incorporating worldwide intellectual property considerations for their Internet materials.

The contract was put to the test when the client stopped paying them. Thanks to a sophisticated dispute resolution provision, an arbitrator got involved, exercising the right to order the client company to deposit in escrow all the money owed Financial Training Partners. Three weeks and many heavy settlement negotiations later, Ron says, they reached a satisfactory agreement.

Paul and Marwan understood what we wanted, and more importantly, what we wanted to prevent, says Ron. Paul never hesitates to offer legal advice coupled with practical business advice, adds Tim. He s accessible, approachable and very responsive. I have confidence in both his legal and business judgement.

Rick Roberge Collections
Knicking On Doors With A Smile

When one company owes another company money, either an attorney or a collection agency gets involved. When debt collector Rick Roberge gets involved, his next call may well be to Paul Nicolai. A commercial debt collection consultant based in Maine and Massachusetts, Rick tracks down debts owed, generally between $500 and $5,000, and often advises clients on how to eliminate their collection problems altogether. That advice is what sets him apart.

Sometimes, a company is using me to enforce a poorly written contract. I tell them Paul can fix that. Rick s approach to debt collection draws on his years of sales experience. Good collectors use the same tools as good salespeople, he says. But he doesn t rely on letters or phone calls.

Knocking on doors with a smile and a twinkle in the eye, that s one of the keys, he says.

If a debtor has received a lot of letters or phone calls, he ll respond to me first. I say hi, hand him my business card, tell him who I m there for, and ask What do we do next? They re generally taken by surprise.

Deciding whether the collection issue is a sales problem, a customer service issue, or something else is only the first step in the process. The next step is to call Rick.

For more information on Rick Roberge and his unique services, call him at 508-829-6673 or by e-mail at rickcdc1@msn.com.

Unemployment Tax Control Associates, Inc.
Keeping Their Promises at UTCA

Sometimes a client relationship just clicks. That was the case about three years ago when Suzanne Murphy-Crow, President of Unemployment Tax Control Associates, Inc. (UTCA), first met Paul Nicolai. As owner of a firm dedicated to building long-term client relationships with superior service, she found Nicolai shared her philosophy.

It s a very simple service delivery concept," she says. "It's called keeping your word. This is a forgotten code of conduct in today s business climate." For UTCA clients, that means Murphy-Crow and her team do everything possible to reduce the cost and complexities of unemployment, including offering the most proactive program available nationwide. UTCA's Management Education Program� offers a unique, widely respected program customized to managers at all levels. This is supplemented by unlimited consultation. That knowledge translates to significant bottom-line savings. Every one of UTCA's nearly 200 clients nationwide gets a year-end tax analysis and claim report detailing annual savings.

"Everything and anything an employer can do to avoid paying an unemployment claim must be done before the employee leaves the company," Murphy-Crow explains. While preventing a mismanaged separation is the best route to cost control, an effective defense before the state Division of Employment and Training also minimize expenses. Proper presentation of facts and testimony reinforces the employer s pre-separation efforts. To supplement their own hearing staff, UTCA turns to Nicolai Law Group to ensure their carefully managed cases are thoroughly researched and the witnesses are well rehearsed by Attorney Marwan Zubi. The firm also handles UTCA's general counsel needs.

We're selective about who we partner with," she notes. "Our service model is predicated on efficiency and quality. We always respect our clients' time and efforts. And Nicolai clearly shares this philosophy in their dealings with UTCA."

For more information on UTCA and its services, call Suzanne Murphy-Crow at 800-480-7725 or 413-732-8084.

The Info Center, Inc.
Tech Sounding Board Additional Role For Nicolai

If you re the largest credit reporting bureau in New England, acquiring information efficiently is critical to the growth of your business. The owners of The Info Center, Inc. looked at how Nicolai Law Group manages information within its own organization and knew their attorneys could offer some answers.

For Vice President Paul Jenney, Jr. and his family, the watchword is call Paul before buying a piece of technology. Based in Feeding Hills, Mass., The Info Center, Inc. has provided landlords with credit reporting information on prospective tenants for the last 18 years. What sets them apart from other information bureaus is the extras -- they supplement their credit reports with police reports, court records, and their specialty, housing court records. Finding ways to gather information on a more automated basis helps keep down operating costs and expand customer service.

Nicolai Law Group attorneys Jamison Barr and Marwan Zubi recently worked with more than 30 states to figure out how to systematically download public information from motor vehicle registries and court systems into the company s unique database. They also assisted in the acquisition of several small credit bureaus and a corporate restructuring as the company has grown.

Paul s a sounding board for us. He has great business experience., says Jenney, Jr. He understands, as we do, that the only way to generate the best database is to build it yourself.

While Jenney s parents began as landlords themselves, they quickly saw the value information could have in that business, especially when tenants stopped paying rent. Claiming back rent through the housing courts wasn t always worth the trouble. Understanding the risks before handing over the keys to a new tenant meant a lot less hassle and lost revenue. The Info Center remains dedicated to the New England and upstate New York region as the best way to stay in touch with their customers.

And they stay in touch with Nicolai. We talk at least once a week, says Jenney.

Video Communications, Inc.
Keeping Clients Focused

Every business faces problems in day-to-day work. When Paul Nicolai steps in, he looks for the pragmatic solutions rather than the legal solutions, comments W. Lowell Putnam, President of Video Communications, Inc. With Paul, Putnam says, the question is always, Is there a smart way to do this and get back to business without a lot of time and legal expense?

Paul s major strength is his focus on the business, Putnam says. And he encourages his clients to share his approach. When he offers clients advice, he keeps them focused.

The relationship between Video Communications, Inc. and Nicolai Law Group, P.C., dates back to the firm s first days. We were Paul s first client, says Putnam. Nicolai took on the company s legal tasks when there was only a handful of employees at the company that sells software packages to television stations for scheduling programming and advertising.

Nicolai set up standard licensing and employment agreements and was involved in negotiations with the company s first clients. The agreements were very carefully crafted to protect our intellectual property from the beginning, Putnam says. Paul also helped the company trademark its STARS 2� and STARSII+ software. When the company recapitalized, he negotiated with the bank. He continues to serve as clerk of the corporation.

Video Communications has enjoyed strong growth, and now serves clients with a worldwide presence, including several cable channels, corporations and the U.S. government.

When we sit down and concentrate, we collectively figure out what we really need to do, says Putnam. Paul helps us figure out our real priorities, and more importantly, how to achieve them.

Bickford Restaurants
Saving The Tough Ones For Nicolai

If the Vice President and General Counsel of Bickford s only faced simple legal questions, he wouldn t need to use Nicolai Law Group s TeleCounsel service. But with 63 restaurants in five New England states, life in the family restaurant business isn t always so simple. Since late 1995, Kenneth L. Allen, Esq. has thrown the tough questions to Paul Nicolai, and he s been impressed with the answers.

"I hit him with the more complicated and difficult ones, Allen says with a laugh. I m an attorney, so I only call if I don t know the answer, or if I need to make sure I m on the right track. In most cases, he says, Nicolai gives him reasonable advice right over the phone. It s fairly rare that he s had to research an issue and get back to me.

Allen heard about Nicolai s telephone service when Boston-based Bickford s purchased 16 restaurants from the Abdow family in July 1995. George & Ron Abdow had been satisfied Nicolai clients. It seemed too good to be true, Allen recalls. The way TeleCounsel was described to me, I had the potential to get a lot of assistance without a lot of expense. His fears that every call would require research and additional billing proved unfounded. I haven t found that to be true, he confirms. You get a lot for your money with Paul.

Allen appreciates the fact that he can call Nicolai with a fairly specific and somewhat involved question, and have him listen, understand the question and give me advice on the spot. Nicolai s background in the restaurant business means he s seen a lot of things before.

Nicolai s experience has also assisted Bickford s with a number of matters that have required creative representation in order to reduce potential liability.

He does an excellent job of taking issues as they come up in the restaurant business, and making them understandable to someone outside the business, says Allen. Overall, he heads me in the right direction.

Esm Telegraph, Inc.
Still In Business, Thanks To Nicolai

Eddie Morando admits his telegram business is a dinosaur. But if it weren t for Paul Nicolai, he says, he d be extinct. In 1991, he explains, he was selling telegram services in Boston and New York when Western Union tried to put him out of business. After some fancy footwork in New York City and Boston courtrooms, plus depositions of Western Union agents across the country, Nicolai Law Group helped him win a settlement instead.

Telegrams are just a small part of his company today, says Morando, President of ESM Telegraph, Inc., in Wakefield, MA. He knows that in the face of email and fax machines, telegram use is fading fast, but with his Global-comm division, he s diversified into national sales of pagers and cellular phones instead. His next move? Managing internet malls.

I ve been in business for 20 years, says Morando. It takes a long time to get the right professional crew together. I went through a dozen lawyers before I met Paul. He appreciates the way Nicolai calls it the way it is. That s an asset in the legal field.

Now that Morando isn t battling corporate giants in court, Nicolai handles his corporate paperwork and offers advice on everyday business concerns. One day, Morando complained that his lengthy client statements took too long to print out, especially because he had to print them out twice. Why don t you use duplicate paper? suggested Nicolai. It saved Morando half a day s work.

He also appreciates the referrals Nicolai provides to other businesses. Paul always has his clients best interests in mind, says Morando. He stays on top of his field. That s a tremendous help.

Group Insurance Management Insurance Agency, Inc.
Listenting Prevents Lawsuits

When Mark Gregoire walked into the offices of Nicolai Law Group, he carried with him a pile of papers "nearly a foot high" and a lot of bitterness. His seven-year partnership was disintegrating, and his partner wanted to buy him out for a

pittance.

"Most lawyers would have said, 'Go sue the guy,' but Paul Nicolai listened first," said Gregoire. He had a lot of issues to discuss. Their first meeting lasted two hours. "He wanted to hear the whole story. He took copious notes," he said. When they finished, Gregoire agreed with Nicolai's advice: stay out of court, be strategic and focus on the future.

They began to plan a new business for Gregoire. He likened the start-up phase to a "100-day war," with Nicolai serving as general. "He was very direct," said Gregoire. Nicolai told him a protracted lawsuit would generate needless expenses. Instead, he suggested Gregoire build a new group health insurance business that would be a healthier outlet for his anger and more productive in the long run.

The approach? Select service to selected business clientele. Retain valued relationships with insurance agents and providers. Group Insurance Management Insurance Agency, Inc. was born.

The one hundredth day was Christmas, 1997. "We got what we were aiming for tactically," said Gregoire. His new business already outstripped his former partner's in size. Phase Two, growth through acquisition, began.

One of Nicolai's associates assisted Gregoire in obtaining a much-sought-after Small Business Administration loan. They advised him to establish an S corporation and handled the paperwork.

"I went to Nicolai Law Group for business litigation advice. I came out with a business partner," said Gregoire. "Together we've built a strategic plan for the future of my business." His firm is merging with IRM, business insurance specialists with property and casualty experience that complement Gregoire's group health and employee benefit background.

His new partners are equally impressed with Paul Nicolai, he said. "I've come to value Paul as a trusted business advisor," he said. "What counts are the dynamics. He's a good meld. I look forward to a long-term relationship with his firm."