Let’s merge and be full partners! Oh wait, never mind, you can be my employee.

Professional Engineer & PE Exam Forum

Help Support Professional Engineer & PE Exam Forum:

This site may earn a commission from merchant affiliate links, including eBay, Amazon, and others.

Fluvial

The Ditch Witch
Joined
May 21, 2009
Messages
1,094
Reaction score
0
Location
Central MS
And, by the way, direct all your business to me !!

Eight years ago this month, I started a consulting engineering firm. I ran it out of my house. It was quite a struggle, as I was a single mom with no other source of income. Through a lot of hard work and late hours, I became successful and now my company has a good reputation in the area. I get along well with other engineering firms in the area; I get enough work to make it worthwhile; my work is respected by the regulatory agencies; and I love what I do.

There is another firm in town which does exactly the same kind of work I do. This is a partnership of two gentlemen (let’s call them Moe and Joe) who retired from a government agency about twelve years ago. When I first started out, they would occasionally call on me to subcontract certain projects for them. As time went by, I’ve done more and more subcontracting of their work. I even rented office space next door to them (in the same building) 4 years ago to make it easier for us to do work together. By now about ½ to ⅓ of my business is subcontracted from these guys. They’ve also picked up another subconsultant who comes into the office and works for them on a part-time basis.

A couple of years ago Joe cuts down to working only 3 days a week. This past year he has decided to retire altogether at the end of December. Moe starts saying things like “there’s no need to have two separate companies” (meaning mine and his), and saying he’d like to cut down to working only 3 days a week. More recently, Moe has been emphasising that we subconsultants need to be sure to help him continue the business next year. We have some casual “what-if” conversations about ways to do that.

Finally, about the beginning of this month, he mentions (a couple of times) that the three of us could set up a 3-way partnership. Moe wants all of my future work to come into the partnership company (rather than through mine). I’m interested, and so is the other subconsultant. We start talking about moving the office location, and looking at office space. The other sub and I start talking about ways to structure the partnership, and ways to divvy up the project management tasks. We also talk about streamlining the business and modernizing the way they do business. I’m getting jazzed up about finally being able to manage my own projects over there, and about revitalizing the company.

Then on Thursday, Moe comes back from a meeting with their accountant, and he says: “Accountant tells us that I’d be better off hiring you two as employees, instead of doing the partnership. So that's what I'd like to do”.

I asked, “So, you still want me to direct all of my future business to your company?”. “Yes”. “Including my expert witness work?” “Yes, of course”.

:blink:

(deleted rude comment)

:madgo:

 
Last edited by a moderator:
Flu: That's too bad. I hope this jamoke comes to his senses, offers an apology, and gets back to the original offer.

 
Thanks MA. Part of what has me all wrapped around the axle about this, is that I just think the world of this guy. He's extremely well known and greatly respected for his body of knowledge. He's a really nice guy and means well - he just doesn't have much of a head for business (their company has been run more like a hobby than a consulting firm).

I'm pretty sure he doesn't realize what he's just done, there, by extending an offer and then replacing it with something else.

*sigh*

 
Last edited by a moderator:
I dunno Mary. I think that I will just politely decline the 'employee' offer, and say nothing more about the partnership. If he wants to keep on doing things the way they are, I'm fine with that. If he brings up the partnership thing, I think I'd better let him know pronto that I expect a detailed, binding written agreement. No agreement, no deal.

He's kind of in a predicament if he doesn't sub this work out, as he's not going to be able to turn it out all by himself. He needs us (or somebody) to continue to do the subcontracting. In contrast, I think I could survive the loss of that work stream, with a little belt-tightening and some aggressive marketing to make up the difference. So he's not really got much leverage in the situation.

I suppose he could always sell out to someone else entirely. I don't think he's entertaining that notion at the moment however. He'd always hinted that he would like to see me 'inherit' the business.

This was just so .... unexpected. And aggravating !

 
What if you and the other "consultant" were to form your own company and invite the retired government worker to come work for you two? I am assuming he is near retirement, 4 to 5 years from now. He would then have you and the other consultant at his mercy to purchase "his" company. I am assuming that he bought out his old partner ande is trying to recoop his that investment.

 
That sucks. Any chance he'll go back to the partnership idea?
Don't offers demand a counter-offer? If he's got the gonads to offer something ridiculous, have the gonads to counter-offer something beyond reasonable... and then you can both settle with reasonable!

 
Flu: That's too bad. I hope this jamoke comes to his senses, offers an apology, and gets back to the original offer.
And I'm thinking... what the hell is a jamoke? Urban dictionary says

"A racist term for a Jamaican worker at the Navy base at Guantanamo Bay, Cuba"
or

"In general, a blue-collar male of a specific physical or cultural profile, typically of an East Coast derivation, burly and boisterous. As a term of affection, similar to "big lug"."
or

this word can substitute almost any thing and make it just that much funnier, but mainly the term for an idiot
Definitely an East Coast thing though, huh?

 
Last edited by a moderator:
Not sure where along the way I picked up the term, but my general context and usage is "mainly the term for an idiot".

FWIW, I am a lifelong MA/east coaster.

 
What if you and the other "consultant" were to form your own company and invite the retired government worker to come work for you two? I am assuming he is near retirement, 4 to 5 years from now. He would then have you and the other consultant at his mercy to purchase "his" company. I am assuming that he bought out his old partner ande is trying to recoop his that investment.
I've thought of that, but I don't want to rock the boat. The current situation is just fine with me. As far as his retirement, he's been talking about working for another five years or so. As far as buying Joe out, I've no idea what their agreement is, although I get the impression that there is enough money already in the bank to settle with Joe for his half.

Don't offers demand a counter-offer? If he's got the gonads to offer something ridiculous, have the gonads to counter-offer something beyond reasonable... and then you can both settle with reasonable!
Heh, maybe I need to borrow one of yours? ;) Right now I'm leaning towards a "do-nothing" policy. Continue subbing work from him and getting to know his clients (although I have a good working relationship with most of them already). Continue to promote my business at conferences and things like ACEC meetings. He can decide what he wants to do when he finally gets ready to retire for good.

The moral of this story is: Have a succession plan worked out with your company long before you get ready to retire. ;)

 
Fluv, if I were you, I think I'd just keep my company and maintain the status quo. I think it'd be awfully hard to move away from being the BIG BOSS to being a partner.

Just my $0.02.

 
This morning I'm in agreement with you, Cap'n. I think it would be a stupid career move to throw away 8 years of hard work, getting to the point of name recognition with the big firms I get work from, just to work for somebody else. It'd be like going backwards.

At this point, I'm very cautious about entering into any kind of an agreement with Moe, because of something that was pointed out to me over the weekend. That is that right now, any misrepresentation he makes is *his* responsibility. If we were in a partnership, then MY name is also attached to that. I do not want to be in a position of having to run around doing damage control because of him.

I've also been advised to have a sit-down discussion with the three of us, to talk about what might be beneficial for us and what kinds of arrangements we'd be interested in. But, I think that I'm going to talk to an attorney about the possible different kinds of business arrangements before I start throwing too many things out onto the table.

 
But, I think that I'm going to talk to an attorney about the possible different kinds of business arrangements before I start throwing too many things out onto the table.
This is probably the wisest move - right now in the current small business climate, things are potentially going to become harsh for the small business owner. Reputation, to the small business owner (consultant) is tantamount - so that is yet another reason to think really hard about becoming an employee. My understanding is that there are some serious implications for insurance as well. Also, it sounds like status quo is serving you well now and I would have to agree that going from boss to employee, if even on paper, wouldn't be very palatable.

All things considered - you are probably best to agree with things remaining 'as-is'.

Good luck!

JR

 
This morning I'm in agreement with you, Cap'n. I think it would be a stupid career move to throw away 8 years of hard work, getting to the point of name recognition with the big firms I get work from, just to work for somebody else. It'd be like going backwards.
I am not sure you would be throwing away 8 years of hard work. Instead of calling Fluvial Inc, they would call ABC Inc to get your services. Of course it depends on the arrangement if it is worthwhile, but there are benefits. You may get access to new clients and grow your work, you may be able to expand geographically, you might have more capital to develop business, you may be able to smooth out downturns. Also, it may actually open a way to cash in on your 8 years of hard work and reputation, by giving you an exit strategy when you want to retire.

I am actually surprised that the accountant told him to not take on partners since it would give him a way to "cash-out" some of the equity he has built in his business (I have no idea if it is worth anything)

 
My experience in consulting is that clients are more interested in the person than the company itself. Especially with the smaller contractors, I mean I doubt they will really care if the name at the top of your business card says.

Secondly, shocking that his accountant gave him this advice, sure it would be better for him to hire you as an employee, but there is no way in hell, I would do this if I were you. I highly doubt you would be happy being his employee after calling your own shots. And I don't hate accountants, my Mom is one, but I will take my Mechanic Dad's business advice over her's. She understands where the money comes from and goes to, but he knows how to make it. There is a big difference.

Heck my Dad's Automotive business (with 6 employees) is probably worth 3x as much as most 20 person consulting firms. Because they own stuff, ......Engr Firms typically don't, yet Partners get stupid about partnering up with the right people.

Lastly, this is a very common problem in the Engineering field, "the Firms" are usually worth very little on paper, but it is the people that are the real value of the small consulting companies, but most time the partners don't see it that way. They think because they are making a nice income that the company is actually worth a bunch of money, this is rarely the case.

My advice, play hardball, in a nice way of course, but unless you can't make ends meet, do not become his employee.

 
^- Right, its probably better for him, I would stick to your guns and either partnership, LLC, etc or no deal

sounds like either way you have something nice going, congrats!

 
Fluvial Inc an LLC or S-corp? Just curious.
I'm an LLC; they are an S-corp.

Thanks RoadGuy. I've decided to step up my marketing starting right now. I'm going to sponsor a break at a meeting this week - not a big deal, I know, but my firm's name will appear in the program. Also I'll be there networking my fool head off. :)

 
I would definately consult with an attorney, but also with a tax consultant and accountant as well. Obviously Moe changed his offer due to possible tax/financial benefits for himself, but you have to look into those benefits for YOUR company too. Make sure that you don't end up forfeitting a huge tax benefit just so he can pocket some cash.

I also agree on the partnership hesitation from the standpoint of "you covering for his mistakes," especially if you feel he is someone who needs to put his foot in his mouth on a regular basis.

It may end-up working best that you and the other sub partner up (if you trust this other sub, of course) and just continue with the sub-consulting business. Since you have a good relationship with these clients already, I don't think it would be too dificult to "absorb" these clients as your own once Moe decides to quit.

 
i'd figure out what he's charging the customers, contact them directly, undercut Moe+Joe's costs by 50% until you run them out of business, then jack your prices back up to normal after they're gone.

but that's just me. :D

(jk)

 
Back
Top