This article orig­i­nally appeared in the Summer 2013 issue of the North­eastern Law Mag­a­zine.

Andy Brooks was trying to save the planet while doing some­thing he enjoyed when he launched a com­posting busi­ness out of his back­yard in Jamaica Plain two years ago. Ped­aling door-​​to-​​door on his bicycle, Brooks would pick up buckets of food scraps from his cus­tomers, take them to local farms to be com­posted, and return most of the com­post to his clien­tele for use in their gar­dens. He charged his envi­ron­men­tally con­scious cus­tomers $8 a week and donated most of the left­over com­post to com­mu­nity gar­dens and schools.

To his sur­prise, within a few short months his idea grew so pop­ular that he had more than 100 cus­tomers throughout the Greater Boston area, with more joining each day. Things really exploded after a young mar­keting whiz, Igor Khari­to­nenkov, made a video about the inno­v­a­tive com­pany, and Brooks asked Khari­to­nenkov to join him as a busi­ness partner. At that point, the pair real­ized it was time to treat Boot­strap Com­post as a real com­pany, which meant they needed written con­tracts with cus­tomers. But they wor­ried about losing the grass­roots feel of Boot­strap by pre­senting cus­tomers with long pages of legal jargon drafted by teams of expen­sive lawyers in busi­ness suits. That’s where the law school’s new Com­mu­nity Busi­ness Clinic—which pro­vides free legal ser­vices to star­tups, entre­pre­neurs, and small busi­nesses, espe­cially those in eco­nom­i­cally dis­ad­van­taged neighborhoods—proved the per­fect match.

Long spent hours talking with the part­ners about the com­pany. “It was much more chal­lenging than I antic­i­pated ini­tially,” she says, with a laugh, “but it was so much more rewarding at the end when they got the con­tract and said, ‘Yeah, that’s how we want to present ourselves!’”

One of the pro­vi­sions of the res­i­den­tial con­tract is that the com­pany will not be respon­sible for what people do with their com­post. So the con­tract says, ‘Don’t wear your com­post as a hat!’” Khari­to­nenkov notes. “We don’t want the con­tract to scare anyone away. It’s short, to-​​the-​​point and has our lan­guage and cul­ture written within it.”

The expe­ri­ence was such a suc­cess that Boot­strap Com­post returned to the clinic this spring for assis­tance with drafting a share­holders’ agree­ment to pro­vide for the company’s future under var­ious sce­narios, such as the death of one of the part­ners. Khari­to­nenkov describes it as a “very intense expe­ri­ence” made much more pleasant by their next stu­dent lawyer, Paul Gehrke ’13. “Paul was super moti­vated,” including urging them to meet the dead­lines he’d set for them, Khari­to­nenkov says. “It was a really great process, and def­i­nitely pushed us as a com­pany in a way we hadn’t been pushed yet.”

And relying on the clinic saved Boot­strap a small for­tune. “You don’t have the money for lots of legal fees. You could go to legal​zoom​.com [which pro­vides web-​​based legal ser­vices for busi­nesses], but in my opinion it’s much better to work with a real indi­vidual,” says Khari­to­nenkov. “And there’s a ben­efit to the stu­dent, too. Paul wants to go into busi­ness and cor­po­rate law, so giving him that expe­ri­ence is great.”

Gehrke, who hopes to even­tu­ally become an in-​​house counsel, agrees. “The com­mu­nity has a real need for attor­neys in a busi­ness con­text, espe­cially lawyers helping under­served people, and the law school has the need to give stu­dents the expe­ri­ence of working with busi­nesses,” he says. “The fact that the clinic is able to meet both those needs in the same pro­gram is great.”

Instant Hit
Just wrap­ping up its first year, the Com­mu­nity Busi­ness Clinic is an out­growth of the work of Pro­fessor Jim Rowan in the Poverty Law and Prac­tice Clinic, which rep­re­sents community-​​based orga­ni­za­tions that assist low-​​income people, as well as the schol­arly work of Pro­fessor Rashmi Dyal-​​Chand ’94 in the areas of poverty law and eco­nomic devel­op­ment. While it’s widely believed that small busi­nesses are a back­bone of the Amer­ican economy, there is very little infor­ma­tion about whether such busi­nesses, when started by low-​​income indi­vid­uals, are a reli­able means of either alle­vi­ating poverty or of increasing eco­nomic devel­op­ment. It’s also not clear what fac­tors lead to suc­cessful busi­ness devel­op­ment below the poverty line. Two years ago, Rowan and Dyal-​​Chand set out to study these ques­tions as well as to think about launching a related clinic.

A small, pilot clin­ical pro­gram was tested at North­eastern in the summer and fall of 2010. Then, Dyal-​​Chand and Rowan landed a $500,000 grant from the U.S. Depart­ment of Com­merce to fund a lon­gi­tu­dinal study, which they are con­ducting, as well as to develop a center to pro­vide free legal ser­vices to low-​​income and other under­served entre­pre­neurs. Through the efforts of Jay Gruber ’85, a senior attorney with AT&T, the clinic also received a gen­erous grant from his com­pany that covers the cost of hiring a fellow.

Last year, the law school hired Peter Sessa, a prac­ti­tioner with 35 years of deep trans­ac­tional and social jus­tice expe­ri­ence, as director of the clinic. Sessa’s career path has included housing and family law at Cape Cod Legal Ser­vices, starting a domestic vio­lence shelter in Appalachia, and advo­cating for grass­roots and com­mu­nity orga­ni­za­tions. While North­eastern has long been con­sid­ered a national leader in clin­ical legal edu­ca­tion, the school’s clinics have pri­marily focused on lit­i­ga­tion; the Com­mu­nity Busi­ness Clinic is the school’s first trans­ac­tional clinic. When it launched for­mally in spring 2012, Sessa reports it was an instant hit with stu­dents. Waiting lists have already begun to form since the clinic accepts only seven third-​​year stu­dents each quarter. In its first quarter, 17 stu­dents applied; by this winter, as word spread about the inter­esting work stu­dents take on, there were 34 applicants.

The level of interest is through the roof, and who can blame them?” says Dyal-​​Chand, because working with entre­pre­neurs is about “building some­thing rather than tearing it apart and fig­uring out who should win.”

With guid­ance from the Met­ro­pol­itan Area Plan­ning Council in Boston and refer­rals from other com­mu­nity part­ners, the clinic is attracting a growing roster of clients, including Haley House, which employs home­less indi­vid­uals and for­merly incar­cer­ated people in a café, and St. Francis House, which assists the homeless.

Pos­si­bil­i­ties, Not Road­blocks
Under Sessa’s super­vi­sion, stu­dents tackle a wide range of business-​​related legal chal­lenges, from over­coming reg­u­la­tory bar­riers to nego­ti­ating and drafting con­tracts and leases to applying for licenses, drafting loan doc­u­ments and more. CBC stu­dents meet twice a week for classes addressing drafting con­tracts, entity for­ma­tion, client inter­viewing and other essen­tial trans­ac­tional skills. Much of the work focuses on helping enter­prises choose the appro­priate busi­ness entity—corporations, coop­er­a­tives, part­ner­ships, sole pro­pri­etor­ships and so forth—for their needs.

Sessa’s friend Roger Marino, founder of EMC Cor­po­ra­tion and a North­eastern Uni­ver­sity grad­uate, has spoken to CBC stu­dents about what entre­pre­neurs want from their lawyers. Lawyers tend to be risk-​​averse, which is often the wrong approach for entre­pre­neurial clients, according to Sessa. “Too many times, when people go to a lawyer all they hear is, ‘no.’ I want them to look for pos­si­bil­i­ties, not road­blocks,” he says.

While stu­dents handle client inter­views on their own, the class typ­i­cally role-​​plays how these meet­ings should be han­dled, and Sessa pro­vides feed­back to stu­dents who also report on how the client inter­ac­tions turn out. He also holds weekly “grand rounds,” in which stu­dents describe their work and seek direc­tion from each other, learning to present their cases in con­cise terms. Sessa, who plays the role of a man­aging partner, likes the col­lab­o­ra­tive feel. “By the fourth or fifth grand rounds, I look up at them and say, ‘You’re a firm.’ And they are. They bond. It’s incred­ible how tight-​​knit they are,” Sessa says.

The grand rounds were “invalu­able,” says Gehrke. “It helped to bounce my ideas off other people since a lot of this stuff was so new. And it was helpful hearing about other cases, what was working and wasn’t, and the dif­ferent types of client inter­ac­tions people were having. It was like get­ting seven times the experience.”

Julie Han­cock ’13, who will be joining the real estate group at Boston’s Nixon Peabody this fall, worked with two clients in the clinic: a com­mu­nity group and a com­pany selling hand­made hand­bags. She drafted for­ma­tion doc­u­ments and sup­plier agree­ments, and coun­seled clients on choosing a busi­ness entity. While it was a great deal of work, she says it was “totally worth it. The expe­ri­ence you get working directly with clients and doing all the work your­self … you learn so much more than just sit­ting in a class­room.” As she heads into com­mer­cial prac­tice, she says, “I think the trans­ac­tional expe­ri­ence I got through the clinic will stick with me and make me feel a lot more comfortable.”

Boot­strap Com­post, mean­while, is now up to 550 clients and has diverted more than 225,000 pounds of food scraps headed for land­fills into com­post, helping Bosto­nians grow their own food and sup­porting a more sus­tain­able food system while keeping the planet green. And, when future legal needs arise, the com­pany will return to the clinic. “For young com­pa­nies and star­tups, these kinds of pro­grams are so impor­tant,” says Kharitonenkov.

Elaine McArdle is a con­tributing writer based in Albuquerque.