Folklore Farm Seeks Assistance with Lease-To-Own Agreement

Background:  Michael Hayden has been farming in coastal Maine for almost five years.  Michael raises vegetables, including carrots, onions and garlic at Folklore Farm in Cherryfield, Maine. The bulk of what Michael grows goes to local schools and provides fresh, nutritious local produce to school lunch programs.  In addition, Michael has contracts with the Maine Sea Coast Mission to grow food for its “backpack program”, allowing children from food-insecure families to bring fresh produce home.  Michael’s commitment to this effort has been detailed in The Portland Press Herald.

Legal Need:  Michael currently has a “loose lease” with his landlord.  They have decided to move forward with a formal lease-to-own arrangement.  Michael contacted the Hub seeking assistance in drafting the appropriate legal documents.

The Relationship:  Legal Food Hub matched Michael with Peg Smith at Pierce Atwood.  They are currently working toward helping him achieve his dream of owning his own farm.

Saintly Cider Seeks Assistance with Contract Negotiation

Background:  Saintly Cider is a hard cider company owned and operated by Caleb Noble in Rowley, Massachusetts. Caleb fell in love with hard cider while attending college in Vermont and after graduation he began brewing his own. Two years and 47 batches later, Caleb perfected his champagne-style hard cider recipe and founded Saintly Cider to bring this delicious drink to the masses.

Legal Need:  Caleb contacted the Legal Food Hub for legal assistance with two contracts. First, Caleb needed an attorney to review and negotiate a contract with a nearby brewery, which would allow Saintly Cider to use the brewery’s equipment and manpower to produce its cider. Second, Caleb needed an attorney to review and negotiate a contract with a distributor.

Relationship:  The Legal Food Hub matched Caleb with an attorney at WilmerHale and they are currently working together to make sure Saintly Cider’s first large-batch production goes off without a hitch.

Delice Bakery Seeks Assistance with Business Expansion

Background:  Delice is a French bakery known for madeleines as well as pastries, cookies, and special occasion cakes. Blondine Jean Charles is the sole owner of Delice and operates her business out of CommonWealth Kitchen, a community kitchen in Dorchester. Blondine’s baked goods are so delicious that they are sold at local Whole Foods Markets.

Legal Need:  Blondine planned to expand her specialty baking business by leasing her own space where she could bake and sell her goods directly to customers.  Blondine contacted the Legal Food Hub for advice on entity formation and, specifically, whether she should establish an LLC prior to entering into a commercial lease.

Relationship:  The Legal Food Hub matched Blondine with the Harvard Law School Transactional Law Clinic, which assisted her with forming an LLC and advised her on entering into a commercial lease agreement.

Heritage Breed Farmer Seeks Assistance With Entity Formation

Background:  Round The Bend Farm is a nonprofit, working farm in South Dartmouth, Massachusetts, devoted to a collective vision of “a community of growers, educators and ‘agripreneurs’, who support themselves through food and farming businesses and nurture the public with real food and place-based education.” Geoff Kinder is a co-founder and farmer at Round The Bend Farm; he also sustainably raises heritage breed pigs, cows, and sheep on the farm’s property. Through his active management of grazing, the animals help to maintain optimum soil conditions by rooting the soil and consuming invasive species, thereby contributing to the well-being of the farm and neighboring lands. Geoff sells his pasture-raised, GMO-free pork and grass-fed beef and lamb directly to consumers through an increasingly popular Community Supported Agriculture program.

Legal Need:  Geoff contacted the Legal Food Hub for assistance in forming an LLC separate from Round The Bend Farm.

Relationship: The Legal Food Hub was able to match Geoff with an attorney at Beveridge and Diamond to assist him with equity formation for his farm business.

Cooperatively Run Farm Becomes LLC

Background: A group of five friends cooperatively run the Streamside Farm located in Brooks, Maine, where the young farmers grow fresh, pesticide-free produce on about one acre of leased farmland. The produce has been growing in leaps and bounds – the energetic crew plans to double their acreage for the next growing season.

Legal Need: The farmers decided to form an LLC for their farm operation. They came to the Legal Food Hub for assistance with drafting the certificate of formation and operating agreement.

The Relationship: The Legal Food Hub matched Streamside Farm with attorney William Logan from Soule, Soule & Logan. Bill has provided critical expertise to help Streamside Farm become an LLC.

Heiwa Tofu Comes to Hub to Purchase New Production Facility

Background: Tucked away in the picturesque seaside town of Belfast, Maine, is a small business with a big idea. While teaching high school physics and chemistry, Jeff Wolowitz noticed a high demand for locally grown tofu. Struck by this need, he launched a journey to produce certified organic tofu and soymilk from New England-grown soybeans. Thus was born Heiwa Tofu. Jeff and his family are committed to eating local, organic, seasonal food, so when it came to his products at Heiwa Tofu, he encouraged the same values. All ingredients are organic and sustainably grown. With a small staff of two part-timers, this modest but growing operation sells mostly to restaurants and retailers.

Legal Need: Heiwa Tofu outgrew its processing facility, so Jeff needed a new space to expand his business. Jeff found a suitable facility and reached out to the Legal Food Hub for legal assistance with purchasing the property and setting up an LLC to hold the real estate. Jeff also needed advice regarding an environmental inspection.

The Relationship: The Legal Food Hub matched Heiwa Tofu with an attorney at Robinson, Kriger & McCallum. Jeff was thrilled to be connected with a skilled attorney to answer his questions and address Heiwa Tofu’s essential legal matters.  Jeff is “very grateful” for the pro bono legal services that helped nurture his small business at a critical juncture.

Halcyon Farm Secures Lease to Expand Production

Background: Halcyon Farm is a small-scale, intensive annual vegetable farm on Cape Cod owned and operated by Lucas Dinwiddie. For the past six years, Lucas has cultivated organic produce for direct-to-consumer sale on only one acre of land located on a busy highway in a residential neighborhood.

Legal Need: A housing development abuts Halcyon Farm. The development association is very supportive of the farm and agreed to lease a 1/5-acre parcel so that Lucas could expand his production. Halcyon Farm reached out to the Legal Food Hub for legal assistance in drafting this lease.

Relationship: The Legal Food Hub matched Halcyon Farm with Richard Stang, an attorney in Westport. Throughout the lease process, Lucas was thrilled to work with an attorney who was “extremely personable and helpful with getting this rolling.” In Lucas’s words, the lease process was “a pretty seamless experience” and he “couldn’t be more pleased with our work thus far.”

Jubali Juice Seeks Legal Assistance with Contract Formation, Investment Terms, and Partnership Structuring

Background: Jubali Juice produces organic juices, smoothies, tea infusions, nut milks, and cleanses for health-conscious consumers. Jubali Juice was founded with the goal of making the highest quality products while also respecting the environment and giving back to the community. Jubali Juice uses locally sourced ingredients whenever possible. They also work with schools and hospitals in their commitment to local communities and participate in a carbon-offset program to be more sustainable.

Legal Need: Jubali Juice came to the Legal Food Hub with three distinct legal needs: drafting an exclusivity agreement with a national restaurant chain, revising an investor term sheet, and restructuring a partnership agreement.

 Relationship: The Legal Food Hub matched Jubali Juice with an attorney at Nixon Peabody in Boston to address its legal needs.

Southeastern Massachusetts Livestock Association Receives Assistance with Formation of New Non-Profit Entity

Background:  Southeastern Massachusetts Livestock Association (SEMALA) is a nonprofit organization comprised of farmers and local food advocates dedicated to addressing problems facing livestock farmers in southeastern New England. SEMALA was formed after the local slaughterhouse closed in 2007 and its members identified the need for a local animal processing facility. As such, SEMALA seeks to build and operate a new USDA-inspected slaughterhouse and processing facility in Westport, MA. This facility will primarily service southeastern Massachusetts, Rhode Island, and eastern Connecticut.

In addition, SEMALA is working with local educational institutions to develop curricula involving the processing of animals and value-added products and to involve students in studying the economic impacts of this facility on their community.

Legal Need:  SEMALA contacted the Legal Food Hub seeking to form a new nonprofit entity.

The Relationship:  The Legal Food Hub matched SEMALA with lawyers from Ropes & Gray who helped create a new nonprofit entity so that the association can continue to plan for a new slaughterhouse facility.

New Roots Farm Receives Legal Assistance to Form Cooperative

Background: Several refugee Somali Bantu farmers, who currently farm individually, are working to form an agricultural cooperative. The purpose of the cooperative is to allow them to leverage their resources by working together rather than separately. They hope to gain better access to farmland and to share that land, equipment, and marketing.  Each farmer currently grows diversified produce and has an interest in livestock production. Several area organizations have been helping these new American farmers begin to thrive in their new country.

Legal Need: Forming a cooperative takes a lot of time and effort. The challenge is even greater for a community of new American farmers who are not yet fluent in English. Through their own determination and key help from others, they drafted bylaws and articles of incorporation.  But they needed an attorney to review all these documents.

The Relationship:  Through their cooperative mentor, the farmers came to the Legal Food Hub to ensure that the documents they had worked together to draft for their new venture were all in order. The Legal Food Hub matched New Roots Cooperative Farm with a skilled attorney at Pierce Atwood, who was more than happy to help this remarkable group of new Americans get their cooperative off the ground.

Seaweed Snack Company Comes to Hub to Protect Trademark

Background: Tara Treichel had the idea of starting an innovative seaweed company in Maine, offering kelp snacks and other seaweed products. Thus was born SeaMade. Tara aims to serve health-conscious consumers by providing education and convenient access to seaweed through tasty foods and other seaweed products. SeaMade is committed to socially responsible business and environmental sustainability and will donate a percentage of profits to ocean conservation.

Legal Need: Tara wanted to make sure her brand was protected. She came to the Legal Food Hub with questions about her trademark.

The Relationship:  The Legal Food Hub matched Tara with a small, dynamic firm in Portland, Maine—Opticliff Law.  The firm’s pro bono legal assistance has helped launch Tara’s product on firm legal footing.

Dovetail Family Farm Gains Assistance from Hub to Create an LLC

Background: Maddrey and her husband, Frank, started Dovetail Family Farm in remote rural Maine several years ago. Frank’s mother, Norma, helps organize resources and assists with watching Maddrey and Frank’s children. Dovetail encompasses around 80 acres. They grow a variety of produce, including a long list of salad greens, and use season extenders to get the most out of the shorter growing season in far Downeast Maine.  Dovetail also boasts sheep for wool, dairy, and meat, along with several cows for beef. They have put lots of blood, sweat, and tears into the land. There was no tillable land when they arrived on the property. This hardy and resilient family has revitalized a farm that had been dormant for many decades.

Legal Need: Maddrey, Frank, and Norma wanted to ensure that their farm into which they are pouring their hearts and souls is properly protected from liability.  So, they approached the Legal Food Hub to assist them with forming a business entity for the farm. Because the farm not only grows food but also wants to offer various agritourism activities, such as pony rides and cabin stays, they needed a business form that would provide liability protection and give them a solid financial foundation.

The Relationship: The Legal Food Hub matched Dovetail Family Farm with a skilled lawyer at Drummond & Drummond, a full-services law firm in Portland, Maine. Dovetail is now officially a limited liability company (LLC).  Or, in the words of Norma, “We are an LLC!  Yippie!”

Heavenly Blix, Inc Explores Trademark Concerns

Background:  Heavenly Blix, Inc.  is a start-up fruit-based ice cream company located in Greenfield, MA, founded on the belief that desserts can be good for you. Started in early 2015, the company manufactures ice cream using bananas as the base ingredient and has a variety of flavors. Heavenly Blix is committed to sustainable operations, and is working to build partnerships with local grocers in the greater Boston area to collect bananas too ripe to be sold.

Legal Need:  For the first few months of operation, founder Giulia Siccardo was calling her ice cream company “Just Bananas.” However, when she learned that there was another food product on the market under the name “Just Bananas,” she knew it was time to consult with an intellectual property attorney.

The Relationship:  The Legal Food Hub matched Heavenly Blix with an attorney at the Greenfield, MA firm of Curtiss, Carey, Gates and Goodridge to explore and resolve any trademark issues. Ultimately, the legal advice led to a name change – Heavenly Blix—and allowed Giulia to avoid any potential legal battles over her company name.

Spritzal Cookie Company, LLC Consults with Attorney on Trademark Questions

Background:  Spritzal Cookie Company, LLC is a small-scale cookie company located in Norwell, MA using the original spritz cookie recipe of the owner’s great grandmother.  Relying on only five ingredients, including three locally-sourced ingredients, the cookies are sold at local farmers’ markets and through some wholesale, but the company was looking to expand the business due to its success.

Legal Need:  When the Spritzal Cookie Company decided to move into a new commercial kitchen space, they knew it was a good idea to consult with an attorney to discuss protecting the company name, logo, and recipes.

The Relationship:  The Legal Food Hub matched Spritzal Cookie Company, with a lawyer from Boston-based Wolf Greenfield, which specializes in Intellectual Property. The attorney was able to perform a trademark search and file for the company’s trademark.  The firm also created a non-disclosure agreement for the company to use when it moved to the shared kitchen space.

Nonprofit Community Kitchen Receives Legal Assistance for Entity Formation and Employment Contracts

Background:  Commonwealth Kitchen (CK), which operates Boston’s only shared-use commercial kitchen and culinary business incubator, currently supports about 40 food entrepreneurs.  CK provides access to fully-equipped kitchen facilities for hourly rental on a membership basis combined with technical support, training, oversight, and guidance for wide range of wholesale and retail start-up and emerging food businesses. Since 2009, CK has graduated 28 businesses into a mix of retail, wholesale and contract manufacturing operations, creating well over 300 new permanent jobs.

Legal Need:  When CK realized that it needed to fulfill a variety of legal needs in order to fulfill its mission of supporting our local food entrepreneurs, it sought assistance from the Legal Food Hub on questions about tax-deductible charitable gifts, insurance premiums, for-profit and non-profit entity formation, and employment and contract law.

The Relationship:  Through the Legal Food Hub, CLF matched CK with several skilled attorneys from Nixon Peabody and Goulston & Storrs to cover all of their legal questions.  “CLF’s Legal Food Hub has been an invaluable partner for [Commonwealth Kitchen] and a fantastic resource for the businesses we serve.  They’ve connected us with tremendous legal expertise on everything from basic business entity formation and City permitting issues to complex tax and equity investment structuring, and even assistance with hiring and labor issues,” said Executive Director Jen Faigel. “They’re creative and incredibly responsive, and a terrific partner for any small food business who needs any sort of legal help to expand their operations and serve more customers.”

Boston Public Market Receives Advice on Lease Negotiations

Background:  The Boston Public Market (BPM), slated to open in July 2015, will house over 40 permanent, year-round vendors who will sell locally produced items such as farm fresh produce, meat and poultry, cheese, fish and shellfish, bread and baked goods, flowers, and an assortment of specialty and prepared foods.  While Boston has more than twenty seasonal, open-air farmers’ markets, the city still lacks a year-round central marketplace. This will be Boston’s first venue that serves as a low-cost outlet for Massachusetts farmers and supports local food entrepreneurs.

Legal Need:  Vendor selection for the Boston Public Market is an ongoing, robust, multi-stage process that involves a variety of stakeholders, including BPM staff, industry experts, community members and national consultants.  When BPM realized that every vendor required an individual application and lease agreement that included each vendor’s stall design, it contacted the Legal Food Hub for legal assistance with drafting these lease agreements.

The Relationship: Staff at the Legal Food Hub matched the Boston Public Market with skilled real estate attorneys at Nixon Peabody. “We’re so grateful that the Legal Food Hub was able to match us with Nixon Peabody,” said Liz Morningstar, CEO of the Boston Public Market. “By connecting farmers and food entrepreneurs in Massachusetts with expert legal advice, the Legal Food Hub allows these small food businesses to expand, professionalize, and focus on their real work—growing and producing fresh local food.”

“We’re thrilled to be helping the Boston Public Market negotiate leases with vendors from around Massachusetts and New England, allowing these local food businesses to sell directly to customers in Boston,” said Jennifer Simon Lento, an Associate at Nixon Peabody. “Participating in the Legal Food Hub is a great way for the legal community to contribute to the growth of our local food economy.”

Fresh Food Generation, LLC Creates Investor Term Sheets with Attorney Support

Background: Earlier this year, two young Boston entrepreneurs were in the thick of starting a food business called Fresh Food Generation (FFG). Their mission was to cook and serve on-the-go meals made with ingredients sourced from local farms out of a food truck in low-income neighborhoods of Boston. Through this venture, the duo aimed to increase access to healthy, affordable, cooked foods for populations with limited access to quality foods and with high rates of diabetes and obesity.

Legal Need:  FFG launched a successful Kickstarter campaign and raised more than half of what they needed to get their first food truck equipped and out on the road. When they had two investors at the table who were willing to supply the rest of the financing if FFG crafted the equity financing structure, co-founders Cassandria Campbell and Jackson Renshaw recognized they needed professional legal help to do so properly.

The Relationship:  Cassandria and Jackson heard about the Hub through their partners at Commonwealth Kitchen, a local culinary business incubator (also a Hub participant). Through the Legal Food Hub, CLF matched these two young entrepreneurs with a set of skilled attorneys at WilmerHale specializing in equity finance agreements. With this legal assistance, the team now has the appropriate foundational documents to help launch a strong and successful business. “The lawyers have been really responsive,” said Cassandria. “We take our work very seriously, and we needed people on the other end to take it seriously as well. They have done a great job.”

Elizabeth Ryland, a WilmerHale attorney who worked with FFG, agreed that the process went smoothly.  “It was very enjoyable to work with them,” she said.  “We work with a lot of start ups, and [FFG] has the same needs as any start up.  It’s a great opportunity to work with people who are active in the community, people with interesting ideas that might just be smaller scale than what we normally work with. At the end of the day, it is always great to work with passionate founders.”

“I like being able to donate time and work with people who have a dream and a vision and want to do good in the world.”