Taking A Cue From Business: Using Technology to Help More People With Less Resources

Screen Shot 2016-07-01 at 12.52.12 PM

It’s become ubiquitous on customer service web pages: the chat box.

Searching through a site’s FAQs, a box pops up with an avatar of a person who looks eager to help encouraging you to type your question in the box.

Years ago, legal aid lawyers began wondering if we could use a chat box to help people who lived far away from the nearest legal aid office or who didn’t have transportation to their local legal aid office.

Nationally, several groups started working on the idea.

What if we could leverage internet chat to allow lawyers to help low income people from their desk?

Enter Texas Legal Services Center (TLSC) and the Texas Access to Justice Foundation. TLSC proposed and received a grant from the Foundation to start a chat service. We call it Live Help, and it’s still up and running on the Texas Law Help website, www.texaslawhelp.org.

Screen Shot 2016-07-01 at 12.54.41 PM

The site and Live Help are geared to legal issues faced by low income Texans; however, the site contains a plethora of useful information about Texas law. It’s well worth a visit.

The first chat lawyer, Elliott Fontenette, is now the project manager leading a team of paid and volunteer attorneys. I consider him to be a visionary. When we started Live Help in 2010, Elliott and I were swimming in uncharted water. Now, legal aid groups around the world are using chat to help people access legal information, and the service has proved popular here in Texas with nearly 28,000 Texans having used the service.

I was reminded of my time at TLSC and working on Texas Law Help when Elliott and I were interviewed for a recent ABA Journal article about legal aid agencies that use web chat: http://www.abajournal.com/magazine/article/legal_aid_agencies_are_using_webchat_to_answer_queries/?utm_source=maestro&utm_medium=email&utm_campaign=tech_monthly

Thanks, Elliott, TLSC and Texas Access to Justice Foundation for continuing to bring quality legal services to those who cannot afford it. Well done!

 

Holiday Gift For Salaried Workers: OVERTIME

Department of Labor

The Department of Labor has finally issued a long anticipated rule raising the “white collar exemptions”, that is, the salary exemption level for executive, administrative, and professional workers. Traditionally, salaried administrative workers were not eligible for overtime pay unless their salary was very, very low. Beginning December 1, 2016, the overtime eligibility threshold for salaried employees will raise to $47,476 per year or $913 per week. What this means is that salaried employees making less than $47,476 yearly will be entitled to overtime pay for working more than 40 hours in a work week.

The exemption threshold had not been updated since 2004. The new rule provides for automatic updates every three years to maintain the exemption threshold at the 40th percentile of full time salaried workers’ earnings in the lowest wage region according to the U.S. Census.

Plan now to be in compliance on December 1. Salary alone is not the only factor for determining whether a salaried employee is entitled to overtime or is exempt. There is actually a three part test:

  • The employee is paid a salary as opposed to an hourly wage;
  • The salary must be at least $47,476 annually for a full time worker to be exempt; and
  • The employee’s primary job must be executive, administrative, or professional, e.g., management, exercise of discretion and independent judgment, or work that requires advanced knowledge.

Otherwise, the employee is entitled to overtime pay at time and a half the employee’s hourly equivalent rate for each hour worked beyond a 40 hour work week.

Payroll-Time-Sheet-For-Human-R-79529149

The Department of Labor enumerated four options for employers to comply with the new rule:

  • Raise salaries to maintain the exemption;
  • Keep current salaries, and plan to pay overtime;
  • Adjust workloads and schedules so that employees are not working overtime; or
  • Adjust wages by converting salaried employees to hourly.

Raising salaries and paying overtime is simply not financially feasible for many businesses. Employees may negatively view adjustments in workloads and schedules or conversion from salaries to hourly pay. There is another way to comply with the new rule without undertaking additional financial burdens: adopt a workplace policy mandating that non-exempt employees cannot work overtime without prior written approval from a supervisor. Enforce the policy consistently. This will help the business be able to predict and control labor costs while encouraging healthy work-life balance for employees.

Businesses have only a few months to plan for the new rule. Start analyzing your options now. A business lawyer can help your business make the transition to the new rule.

The Department of Labor has published this fact sheet for employers: https://www.dol.gov/whd/overtime/final2016/general-guidance.pdf

New Federal Law Protects Business Trade Secrets

Pres Obama Signs

On May 11, President Obama signed the Defend Trade Secrets Act of 2016 into law. The Act protects businesses from misappropriation of trade secrets and gives businesses the ability to litigate trade secret cases in the federal courts. The text of the new law can be found here:

https://www.congress.gov/bill/114th-congress/senate-bill/1890/text.

Texas adopted the Uniform Trade Secrets Act in 2013. The Texas law is codified in Chapter 134A of the Texas Civil Practice and Remedies Code. The text of the Texas statute may be found here:

http://www.statutes.legis.state.tx.us/Docs/CP/htm/CP.134A.htm.

There are a few differences between the Texas law and the new federal law. The definition of a trade secret is essentially the same under both the federal and state statutes. A trade secret is information that is valuable because it is specific to the business and that the business reasonably tries to protect. Trade secrets typically include a company’s financial data, policies and procedures, customer lists, supplier lists, intellectual property, and other proprietary information such as formulas, techniques, processes, drawings, and the like

The new law allows a business to file a federal lawsuit to protect trade secrets “related to a  product or service used in, or intended for use in, interstate or foreign commerce.” 18 U.S.C. § 1836(b)(1). Courts traditionally interpret interstate commerce broadly, so many businesses will be able to litigate in federal court. One of the most interesting provisions of the new law is a pre-emptive strike: the law allows a party to obtain a court order for seizure of property to prevent the dissemination of trade secrets in “extraordinary circumstances.” The seizure order can be obtained without notice to the opposing party. A prevailing party may get an injunction to prevent dissemination of trade secrets, an order requiring the opposing party to pay a royalty, damages for actual business losses, damages for unjust enrichment, and attorneys fees. The law also allows an award of up to two times the amount of damages if the misappropriation was willful and malicious.

Protecting trade secrets is of paramount concern when a competitor hires a former employee. The Defend Trade Secrets Act allows a court to place conditions on the former employee’s employment when there is a threat of misappropriation.

There are some circumstances when employees or former employees have immunity from disclosing trade secrets. For example, an individual is immune from liability for disclosing a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a violation of law. If trade secrets are disclosed in documents filed in a court, the statute requires the filing to be sealed to prevent public disclosure.

Important: The Defend Trade Secrets Act requires employers to notify employees of the immunity provisions in the law. If your business has incorporated non-disclosure language in your employee handbook, or if you require employees to sign non-disclosure agreements, you will need to revise your handbook or agreements to properly notify employees that they are protected from liability when disclosures of trade secrets are made to government agencies or attorneys solely for the purpose of reporting or investigation violations of the law. An employer that fails to provide the required notice loses the right to recover attorneys fees and exemplary damages.

The availability of both state and federal court actions to protect businesses from misappropriation of trade secrets is a welcome development; however, most businesses need to revise their non-disclosure agreements, handbooks, or policies and procedure manuals as soon as possible to avoid losing valuable rights under the new law.

8 Reasons Why Your LLC Needs a Company Agreement

contract3

 

Jane, Mary, and Alice have a thriving business. They decided to operate as an LLC and handled the formation themselves by filing a certificate of formation with the Texas Secretary of State.

Everything was fine until Alice got divorced, and her ex was assigned half her membership shares.

Who’d have known their company shares were community property!

Now, the ex is making life miserable by demanding to see the books, demanding distributions, and threatening to sue. What a mess: a mess that was avoidable. Had they adopted a company agreement, the owners could have managed what happened to the company shares in divorce.

A company agreement, also called an operating agreement, describes the way a limited liability company will do business. The company agreement governs the relations among members, managers, officers, and the company. Even a sole member LLC can, and should, adopt a company agreement. Here are a few reasons why.

 

  1. Retaining control. A company agreement allows the members to determine how the company is governed and what happens to membership shares if a member dies, divorces, files for bankruptcy, or just wants out. These kinds of events can erode members’ control over the business. It is best to deal with these contingencies before they happen. A company agreement does that.
  2. If you don’t have a company agreement, the State of Texas will set the operating rules for your company through Chapter 101 of the Texas Business Organizations Code. Many of the Code provisions can be waived or modified to better suit your company.
  3. With a company agreement, you can establish different classes of ownership. For example, a you may want to retain control of the company but give others a share in ownership. This can be accomplished by having two classes of membership: voting members and non-voting members. Without a company agreement, an LLC is limited to one class of membership.
  4. A member of an LLC cannot withdraw or be expelled from the company unless you have a company agreement that describes a process for a member to withdraw or be expelled. In other words, if one member wants to leave, or if members want to kick out a non-performing member, you can’t do it unless you have a company agreement.
  5. A company agreement can limit assignment of interests. What if a member gets into financial trouble and wants to pledge membership shares as collateral for a loan? If the member defaults on loan payments, you may up with a business partner you never intended to have.
  6. A company agreement can describe the relationship between members and managers. While the certificate of formation states whether an LLC is managed by its members or managers, there is no guidance or restrictions on managers without a company agreement.
  7. A company agreement can expand or limit the duties, responsibilities, and liability of members, managers, and officers. Many members are shocked that Texas law does not impose a fiduciary duty between them. A fiduciary duty is a duty of loyalty to act in the best interest of another. If you want members to owe a heightened duty to one another or to the company, you must have a company agreement.
  8. Having a well-drafted company agreement saves money in the long run. By fully describing expectations in a company agreement, members have a means of resolving disputes without resorting to litigation. The initial investment in legal fees for drafting a solid company agreement is tiny compared to the cost of arbitration or litigation.

 

A company agreement is a valuable tool that allows LLC owners to control the destiny of their company and to manage relationships between themselves, their managers, and their officers.

They can expand or limit responsibilities and liability as they see fit.

Adopting a company agreement early can be a cost saving strategy that staves off expensive problems later, and the agreement can be modified as the company grows. It is critical to use an attorney to draft a company agreement, but it is money well spent.

The President’s Supreme Court Nominee: Chief Judge Merrick Garland What Would His Confirmation Mean for Small Employers?

Chief Judge Merrick Garland

In the wake of U.S. Supreme Court Justice Scalia’s death, there has been a lot of political hullabaloo about the confirmation process for Chief Justice Merrick Garland of the D.C. Circuit, President Obama’s nominee, to fill the position. However, little of the political maneuverings has anything to do with what is most important to small business owners: whether his judicial opinions have helped or harmed businesses.

Let’s take a look at a few opinions authored by Justice Merrick to see what we can glean.

First, there are several federal agencies that have regulatory power over American businesses including: the Department of Labor, the National Labor Relations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Internal Revenue Service, and the Federal Trade Commission. Justice Garland has a reputation for giving deference to agency determinations. Most of the time, agency contact with a business happens because the business has been accused of violating a rule, regulation, or statute.

When a business is appealing an adverse agency decision, Justice Garland appears to rule in favor of the agency more often than not.

Here is an example that explains why:

In a case involving the escape of a large amount of a corrosive and deadly chemical that sent 150 people to the hospital, the OSHA cited the business for multiple safety violations. The case went to a hearing in front of an administrative law judge who affirmed most of the violations. The company appealed to the D.C. Circuit, and in upholding the violations, Justice Garland wrote that the Court must uphold OSHA’s fact findings and conclusions so long as they are supported by substantial evidence and not arbitrary, capricious, abuse of discretion, or otherwise contrary to law.

This is simply a restatement of what the standard of review already is.

However, Justice Garland went on to quote a prior D.C. Circuit opinion stating, “We defer to [an agency’s] interpretation of the Act and regulations, upholding such interpretations so long as they are consistent with the statutory language and otherwise reasonable.”

The opinion goes on to painstakingly review OSHA’s fact findings. What this opinion tells me is that Justice Garland is not an activist judge. He follows historical precedents. Unfortunately, we are in an era when those precedents frequently favor employees over their employers.

This is not to say that Justice Garland hasn’t authored decisions favorable to businesses. He has.

When an employee wrongly tried to invoke protection of the Americans with Disabilities Act, Justice Garland sided with the employer. The employee asked for reduced work hours as a reasonable accommodation for arthritis. Days later, she fell and stopped working. For four months the employer asked for information about her health condition. She gave none, so the employer asked her to return to work. She didn’t. The employer terminated her. After that, she sent a doctor’s note saying she was totally disabled and could not work. She claimed the employer failed to give reasonable accommodation and retaliated against her. The trial court sided with the employer, and the employee appealed. Justice Garland wrote, “there can be no genuine dispute that [the employee] was not a qualified individual  . . .one who can, with or without reasonable accommodation, ‘eperform the essential functions’ of her position.”  Noting that an essential job function is the ability to appear for work, the Court found that the employee’s termination was legitimate, so there was no retaliation.

These are only two of the many legal opinions authored by Justice Garland.

However, they illustrate that he is a jurist that painstakingly reviews the facts of each case and who analyzes and complies with legal precedent. This is consistent with the observations of most commentators who have described Justice Garland as a moderate and as more conservative than President Obama’s previous nominees. What is apparent from the two cases described here is that Justice Garland appears to be neutral – neither pro-business nor anti-business.

Interestingly, Justice Garland’s father ran an advertising business out of the family home. Justice Garland describes it as the smallest of small businesses. He is known for being tough on crime and for having served as lead investigator and prosecutor of the Oklahoma City bombing case. Perhaps most importantly, Justice Garland has garnered praise from both sides of the aisle – Republicans and Democrats.

Regardless of the outcome, the path this nominee takes through the confirmation process will be interesting to watch.

Is an Employee Handbook a Contract?

 

employment-contract-300x200

Texas is an employment-at-will state. That means either party can end the employment relationship at any time without reason. In an employment-at-will state, the employer does not have to have good cause to fire an employee. However, an employee who is terminated without good cause related to the job may be eligible to collect unemployment benefits.

Like any legal concept, there are a few exceptions.

An employment contract that specifies the situations when the relationship can be terminated will form a contract that overrides employment-at-will. That is why it is important that an employee handbook not create a contractual relationship between the employer and the employee.

A well-crafted employee handbook is a valuable asset to your business. A handbook describes operating policies, employee benefits, and sets clear expectations for the employment relationship. A common practice is for employees to sign and agree to abide by the policies outlined in an employee handbook; however, careful wording is necessary to avoid creating an employment contract that would abridge the employer’s ability to terminate the relationship at will.

What turns a handbook into a contract?

An enforceable contract must contain a mutual agreement and consideration (benefit). To avoid turning an employee handbook into an employment contract, set expectations but avoid making promises, state clearly that either party can terminate the relationship without cause, make no promises of continued employment, and avoid creating inflexible discipline systems. Employers whose handbooks contained discipline systems that abrogate the right to terminate the employee at will have inadvertently created employment contracts.

The simplest way to avoid turning an employee handbook into a contract is to provide a disclaimer that acknowledges the handbook contains guidelines only, does not create a contract of employment, and that it is subject to change including revocation by the employer at any time. Including a disclaimer protects the employer from claims that an employee handbook creates an employment contract that modifies the at-will employment relationship.

Contract vs. Agreement

What’s the difference between a contract and agreement?

Non-Compete

Is there a difference?

We seem to use the words interchangeably. The word “agreement” is broader in scope. Like all horses are animals, but not all animals are not horses; all contracts are agreements, but not all agreements are contracts.

An agreement is simply a meeting of minds. The Merriam-Webster dictionary defines an agreement as the act of agreeing or an arrangement by which people agree about what is to be done.

Black’s Law Dictionary defines a contract as a deliberate agreement between two or more persons with lawful consideration.  

So, a contract is an agreement with consideration. Consideration is the thing bargained for in a contract. Consideration is usually in the form of a benefit to be conferred, such as money, or foregoing something, for example, agreeing not to do something. The most common form of contract is a sales contract. The seller gives up legal title to an item. In return, the buyer pays the seller money. Each party gives up something, and each gains something.

Whether you call it an agreement or a contract, make sure everyone involved agrees to every term and that everyone involved understands what they are agreeing to. The best way to achieve clarity is to write it down.

 

Writing it Down: 4 A Recipe for Writing Simple & Personal Agreements

Contract

My last post explored common problems with handshake agreements.

Now that you’re convinced to write stuff down, what do you write?

A contract is no good if it isn’t enforceable. To be enforceable, a contract must be made by people who are legally able to make a contract (generally, adults who understand what they are doing), must have a lawful purpose, and must have an offer, acceptance, and consideration.

An offer is exactly what it sounds like – a promise to do something if the other person will do something else. Acceptance means both parties agree to hold up their end of the bargain. Consideration is payment. Consideration can be money, a promise, an action.

The Texas Comptroller’s Office has a handout that describes the legal elements of a binding contract: 

http://comptroller.texas.gov/procurement/pub/contractguide/LegalElementsofaContract.pdf.

Continue reading

What’s the Deal with Open Carry?

Lots of people are asking about Texas’ new Open Carry law because it takes effect next week. Many people are wondering if Texas businesses have to allow customers to openly carry firearms on their premises starting January 1. The short answer is: No, if you notify customers not to carry handguns on the premises. Let’s take a look at Texas’ new open carry law.

The open carry law is HB 910; it goes into effect January 1, 2016.

 Read it in full here. 

Previously, eligible Texans could apply for a license to carry a concealed handgun. This has been changed to a license simply to carry a handgun. In other words, a handgun license allows the holder to carry a handgun openly or to conceal it. An openly carried handgun must be holstered. Note that the open carry law only covers handguns. The new law does not apply to shotguns, rifles, assault rifles, or other long guns. In fact, Texas law is silent about carrying long guns in public except for Penal Code section 42.01(a)(8) which makes it a crime to intentionally or knowingly display any firearm in a public place in a way that is calculated to cause alarm.

TexasOpenCarry_s878x554

Photo by: Eric Gay Scott Smith, a supporter of open carry gun laws, wears a pistol as he prepares for a rally at the Capitol on Jan. 26, 2015, in Austin, Texas. (Associated Press)

 

Businesses can prohibit both employees and customers from carrying handguns on their premises even if the person is licensed to carry a handgun. However, a business that wants to prohibit handguns must post a notice at every entrance. There are separate notices required to prohibit openly carried handguns and concealed handguns. The notices must be in 1 inch high block letters of contrasting colors in both English and Spanish. The contents of the notices are:

Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun.

Conforme a la Sección 30.06, Código Penal (traspasar portando armas de fuego), una persona con licencia bajo el Subcapítulo H, Capítulo 411, Código de Gobierno (ley de licencias arma de fuego), no puede entrar en esta propiedad con una pistola oculta.

 

&

 

Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly.

Conforme a la Sección 30.07, Código Penal (traspasar portando armas de fuego que se realiza abiertamente), una persona con licencia bajo el Subcapítulo H, Capítulo 411, Código de Gobierno (ley de licencias arma de fuego) no puede entrar en esta propiedad con un arma de fuego que se realiza abiertamente.

 

Many vendors sell notice signs that conform to the legal requirements. If a person carries a handgun into a business that has the notice sign posted, an employee or other authorized person should politely remind the handgun carrier that the business does not allow handguns and ask the carrier to remove the handgun from the building. Carrying a handgun on property where carrying is forbidden is a Class C misdemeanor – essentially the same as a traffic ticket. However, if a handgun carrier refuses to leave after being personally given oral or written notice of the prohibition, the offense is raised to a Class A misdemeanor. A person convicted of a Class A misdemeanor is subject to greater punishment than one who is convicted of a Class C misdemeanor.

Property owners can prohibit visitors from carrying long arms on their property by simply telling visitors that guns are not allowed on the property. No particular form of notice is specified to inform carriers of rifles, shotguns, or assault weapons.

Why are handguns treated differently than rifles, shotguns, assault rifles, and other long guns? Most likely because it is harder to hide a long gun. Handguns fit neatly into a purse, briefcase, or holster where they are not visible; whereas, rifles and other long guns are too large to easily hide on one’s body.

It is important to understand that the Legislature narrowly defined the word “premises” to essentially be inside a building. Even if a business owner prohibits carrying handguns on the “premises,” people may still keep a gun secured in their vehicle.

Continue reading

Writing it Down: 3 Excuses, Excuses

My last post noted how writing things down supports healthy business relationships. If writing things down is so important to protecting a healthy business, why don’t people do it?

Common reasons for resisting written agreements are:

“I do deals on a handshake. It’s a matter of trust.”

“It’s too expensive; I’d have to hire an attorney.”

“My friend wouldn’t break a promise. He’d never do that to me.”

None of these are good excuses from my perspective. I’ve seen too many business relationships deteriorate as a result of otherwise savvy business owners adopting these excuses. Let’s explore the problems with handshake agreements.

  • Verbal agreements are too broad. People invariably do not remember details exactly the same way; therefore, a handshake agreement often will lack all of the necessary terms of the agreement. Example: Joanna installs tile. Bert hires Joanna to install tile in his bathroom for an agreed price payable half up front and half when the job is complete. Joanna estimates the job will take 2 days to complete. Bert selects tile from Joanna’s sample books. Joanna installs the selected tile and matching grout. Bert is unhappy because he wanted contrasting grout. The grout decision was a missing term. Bert demands that Joanna remove and replace the grout at no extra charge. Joanna believes their contract requires Bert to pay the rest of the agreed price and re-negotiate a new contract for removal and replacement of the grout. The parties have created their own mess. At a minimum, Joanna should be using a written work order or estimate that clearly lays out what work will be done, what decisions the customer will make, and how changes will be handled.
  • Verbal agreements can be ambiguous. When terms are not reduced to writing, they are subject to differing interpretations much the same way that two people witnessing the same event often describe it differently. Even lawyers are guilty. Example: Samantha cannot afford a lawyer to handle her entire divorce. She hires Amanda’s virtual law firm to provide limited scope services to aid her in handling her own divorce. Both agree that for a flat fee, Amanda will draft the divorce petition and court orders, give Samantha instructions for filing the petition, and provide a publication explaining the divorce process including how to handle the final hearing. In the interim, Samantha agrees to pay her spouse a small sum every month to cover an unexpected home repair. Samantha expects Amanda to draft an agreed temporary order since their flat fee covers “court orders.” Amanda disagrees. Her intention was that “court orders” included only the final divorce decree. “Court orders” in this context is ambiguous. A written agreement signed by Amanda and Samantha would have given Amanda the opportunity to spot the ambiguity before agreeing to provide services and, even if imperfect, writing down the parties’ expectations would have given them a starting point for discussing adding services to their agreement.
  • Oral agreements are hard to enforce, and agreements are worthless if they are not enforceable. Agreements are not enforceable if all the parties have not agreed to all the terms. Example: Ben and Dan form a partnership to start a mobile car wash service. Ben owns a panel van that he will contribute to the business. He estimates the van is worth $10,000. Dan will contribute $10,000 in cash for start-up costs. Both will work without salary for 6 months, and Dan will “manage” the business. After 60 days, the relationship starts disintegrating. It seems Ben and Dan can’t agree on anything. Ben has had enough and kicks Dan out of the business. Ben claims all of the improvements Dan made to the truck belong to him. Dan wants his $10,000 back and wants to be paid for the time he spent building the business. Since the parties never agreed to an exit strategy, Dan has no contract that provides him reimbursement for his time or his money. Dan must rely on common law theories of recovery to get his money back and soon realizes that attorneys’ fees and litigation costs will exceed his initial $10,000 investment. While he may be able to recoup attorneys’ fees after a trial, he decides a lawsuit is a risk he does not want to take.
  • Verbal agreements are susceptible to differences in memory making the proof of terms a matter of which party is more credible. Lawyers call this a “he said/she said” dilemma. Example: In the previous example, Dan visits a lawyer. He explains his agreement with Ben, and wants to know how to get his money back and get paid for his time and efforts to build the business. After a few minutes of hard questioning, Dan realizes that by not writing things down, Ben can simply deny the terms of their agreement. Whereas a written agreement speaks for itself, to enforce their verbal agreement, Dan will have to find witnesses and other evidence to prove every part of the agreement. Most of the terms were made in private conversations between Dan and Ben, so most of Dan’s witnesses are relying on Dan’s description of the agreement. Dan’s lawyer calls this hearsay and explains it may not be useful in court. A legal action to enforce their agreement will come down to who is more believable under the pressure of a court proceeding.

A trusting relationship does not cure the parties’ failure to communicate effectively. The failure to define all important terms can be fatal to any agreement. Writing things down gives people the opportunity to avoid future problems.

Continue reading