Fall/Winter 2012

Six Orange County companies were honored as finalists in the 2012 British American Business Awards (BABA's) program founded and hosted by the British-American Business Council Orange County. The finalists were honored at a gala dinner event at the Island Hotel, Newport Beach. The event was co-sponsored by UK Trade & Investment.

The finalists were announced by John Miller, 2012 President of the BABC OC (l-r).Kirsten Mangers, CEO of Treehouse Corporation,

William Wang, CEO of VIZIO, David Perry, CEO & Co-Founder of Gaikai, Jim McCluney, CEO of Emulex, Reynolds Bish, CEO of Kofax, Adam Markman, Managing Director of Green Street Advisors.

Former winners and BABC OC members David Pyott, CBE, Chairman of the Board, President and Chief Executive Officer, of Allergan and Joey Benadretti Co-Founder, Co-Owner and President of Syspro, USA were featured speakers at the dinner event.

2012 Business Awards

Friday, December 14.

BABC OC's British Christmas Lunch

Champagne Reception, Bag Pipes, Christmas Lunch & Pudding, Crackers & Complimentary Wine

Plus ...Holiday Fun with DJ Blair Silver, Musical Entertainment by Stonebridge, and...SANTA

Tickets: Table of 10 - $850 Members $95 - Guests $105

RSVP early to avoid disappointmentTickets/Sponsorship/Prize Donation

Valerie 949-472-2221

The Pacific Symphony will give all attendees a voucher for two for an upcoming Classics Concert

Please register soon to guarantee your Special Pacific Symphony Gift

Special

$200 Value

Gift!

Hilton Anaheim Convention Way, Anaheim, CA 92802

new photo

Sponsoring Airline Tickets to London

Rick Reiff, Executive Editor of the Orange County Business Journal and host and executive producer of "SoCal Insider with Rick Reiff" on PBS SoCal, was the charismatic guest host of the event. Additional photos of the event can be found on the

back page of the Patriot and online click 'About' tab – or visit

www.babcoc.org

https://www.facebook.com/#!/BABCOC/photos

BABA Awardees

listen to what

emcee Rick Reiff

has to say

Darlene McGrath, UKTI (event sponsor) and a guest.

Adam Markman – Green Street Advisors Renolds Bish – Kofax William Wang - Vizio

Jim McCluney – Emulex Kirsten Mangers - TreehouseDavid Perry – Gaikai

Fiona Francois, HM Consul and Regional

Director UKTI presented the BABA Awards.

John Miller

2012 BABC OC President John Miller congratulates Shaun Robinson, incoming BABC OC President.

As the incoming President of BABC OC, I would first like to thank my great friend John Miller for the enormous energy and his great dedication to our group over the past two years. BABC OC has benefited greatly from John's terrific leadership and I feel very good about our pros-pects for the future.

I will certainly do my best to 'Keep Calm and Carry On' – although I hope the year will not be too calm as we have some exciting events in store for you in 2013.

We are planning a spectacular Culinary Gala event in the Spring that we know will not only

Shaun Robinson

be the talk of the town, but it will position the BABC amongst Orange County's most premier organizations, and most importantly benefit a carefully chosen and most worthy charitable cause. Our Commerce Committee has been lauded recently for their very successful British American Business Awards (BABA’s) event and we hope to continue this popular and noted event again next year along with other favorites and some new events and re-styled business mixers to keep things interesting.

As John has noted, you our members are the lifeblood of this organization and it is important to us that we continue to provide you value for your investment. If you have col-leagues, friends or family who you feel would benefit from being involved with the BABC, please bring them to an event and encourage them to join – not only will they thank-you for introducing them to this fine organization, but you'll benefit too with a $50 credit against your membership renewal for every new member that joins – how great is that!

I'm particularly looking forward to seeing you all at the Christmas lunch on December 14th – Mi casa es su casa – literally, as this event is being held at the Hilton Anaheim this year (so don't drive to the Hilton Costa Mesa). Until then, 'Keep Calm and Carry On' see you on the 14th!

The theme for this issue is 'Keep Calm and Carry On' from that quintessentially British poster that was designed in 1939 at the brink of World War II– a message to pull through difficult times during the blitz. Perhaps one could say we ourselves have experienced something of an economic blitz these past years! However, it does appear the economy is finally on the mend, with housing in particular and consumer confidence on the up. But as this year winds down to its illustrious end, it is also the end of my term as your BABC OC President. It has been a truly rewarding experience for me - and jolly good fun to boot! But as sad as I am to see it end, I am thrilled to be handing over the presidency to the exceptionally capable Shaun Robinson.

With the Keep Calm topic in mind though, all of us no doubt acknowledge that the road we travel as businessmen and women can occasionally provide a few bumps. So when we get in a pickle that calls for some legal help, who better to turn to than some of our BAGOL’s, (British American Group of Lawyers) to give advice and help us out of trouble. Check out the informative articles in this issue by some of our trusted BAGOL's; it will keep you calm and enable you to carry on regardless!

Thank all of you BABC members for your support and involvement this past year. We've had some truly impressive events including the Reception for the Olympians at South Coast Plaza, BritWeek itself, our Garden Party at The Montage and our particularly outstanding BA Business Awards dinner – and our recent Debate on Education; we've indeed run the gamut of remarkable business, social and philanthropic events. I'd also like to thank those of you who have supported the Patriot either by advertising or as a contributing writer. Good work!

Finally, thank you, all of you, for affording me the honor and privilege of serving as your BABC OC President these past two years – it's been a blast – and is both stimulating and refreshing to belong to such an engaging and supportive group of intelligent and diverse people, as well as making such terrific connections and true friends.

I certainly look forward to seeing you at the Christmas Lunch on December 14th and..... 'Keep Calm and Carry On!’

John Miller, 2012 BABC OC President & Broker Associate, Prudential California Realty.

949-735-3093 jsmiller@pruoc.com

Shaun Robinson, 2013-2015 BABC OC President & General Manager, Hilton Anaheim.

714 740-4440 shaun.robinson@hilton.com

you need office space. You will want to: 1) engage an experienced commercial (not residential) real estate broker; 2) discuss your current and future needs and finances; 3) visit sites after your broker has previewed to narrow possibilities and

You've outgrown your home office;

By Claudia Kihano Parker, Esq. Parker Law Group, Inc.

ing/negotiation stage when you are unlikely to prevail. Ultimately, if you are a non-credit worthy fledgling business, you will likely have to provide a guarantor.

Lease

Often, LOIs are not signed but become “roadmaps” for lease drafting. Landlords typically draft the lease for tenant's review. Leases can vary from fully customized to a “stan-dard” AIR© (Commercial Real Estate Association) form with interlineations/addenda. You and your broker will review the draft to ensure that your LOI terms are included. Your real estate lawyer should review, discuss potential issues and prepare a response.

A tenant's business/legal issues in most leases of limited size and term involve: (1) cost control, (2) building control, and (3) risk allocation. Relative bargaining strength between tenant and landlord will be determinative.

a. Cost Control

Tenant Improvements. If landlord is performing TIs using a TI allowance, include a substantial completion date; elimi-nate/limit construction management/oversight fees; require competitively bid contracts; specify guaranteed maximum sum/stipulated sum construction contracts; and prohibit

Negotiating a New Lease

make your selection; 4) formulate a non-binding Letter of Intent (“LOI”-- more on LOIs below); 5) settle on final/best offer; and 6) negotiate/enter into the lease.

Your team should include your broker, lawyer and insurance agent. A good commercial broker experienced in represent-ing tenants is key to saving time, money and attorneys' fees. Tenant/user clients will want to engage a commercial broker who represents only tenants/users to avoid conflict of interest issues. An experienced real estate attorney should review and negotiate the LOI and lease documents. Real estate law has specific pitfalls which may not be evident to a non-real estate attorney or lay persons.

Most office leases in multi-tenant buildings are called "gross" or “Full Service Gross,” which means that stated base rent is all-inclusive. You will find that landlords and their brokers often use those terms incorrectly and really mean "Modified Gross" which means that operating expenses for the build-ing/project are passed through to tenants. If the building is a single-tenant building, the lease is usually "triple net" (mean-ing that tenant pays taxes, insurance, and maintenance expenses, in addition to rent). Single-tenant building leases are unlikely to be considered by new businesses and are not discussed here.

Letter of Intent

Your broker begins drafting the LOI, which should identify: parties; property; leased premises and size; rent (any escalations); term (extension/early termination rights); expansion options; if applicable, tenant's proportionate share of operating or common area expenses (“CAM”) and any "cap" or exclusions from CAM; tenant improvements (“TIs”); scope/responsibility for TIs and TI allowance; permitted uses (broader is better); exceptions to usual assignment/subletting prohibitions; parking; heating/ventilation/air conditioning (“HVAC”) hours and after-hours charges; early occupancy rights; and site-specific issues. LOI negotiations usually occur at the broker/tenant-to-landlord level, but your attor-ney's review and input are essential. Unfortunate choices of LOI language often result in later landlord intractability during lease negotiations.

Today's excess of office space is an opportune time for credit-worthy tenants to go office shopping. Do not be surprised if a landlord seeks protection by requiring a personal guarantee. If landlord requires a guarantee, try to delete it then, rather than waiting for the lease draft-

continued on page 5...

ORANGECOUNTY’SHOME OF

LIVE SOCCER

(Santa Ana Only)

AWARD-WINNING FISH ‘N CHIPSAWARD-WINNING FISH ‘N CHIPS

OVER 20 QUALITY BEERS ON TAPOVER 20 QUALITY BEERS ON TAP

LARGE SELECTION OF SINGLE MALTSLARGE SELECTION OF SINGLE MALTS

FAMOUS STICKY TOFFEE PUDDINGFAMOUS STICKY TOFFEE PUDDING

Live Bands Every Thurs, Fri & Sat Nights

Christmas is coming...book your parties early!

www.theoldeship.com

The BABC's J-1 visa program can assist you in bringing (in or out of full-time

education), of and from , into the United States.

· Provide US work experience/training to employees and interns (potential employees) based elsewhere .

· Broaden the national/cultural demographics of your staff

· Enhance employee recruitment/retention by offering US assignments

· Improve communication and understanding between US and overseas offices.

· Quick: can process completed applications within 5 business days.

employees and/or internsany nationality anywhere

in the world

Why use the J-1 Visa?

Advantages of using BABC's J-1 Visa Program

British American Business Council Announces J-1 Visa Program

· Reliable: authorized by the US Department of State since 1986.

· User-Friendly: all administration/logistics handled by Program Administrator at BritishAmerican Business.

· Open to all nationalities, and to employees based anywhere in the world (if interns are still in education, they must be at UK educational institutions)

· Periods of up to 18 months for trainees and 12 months for interns.

· Company must have business relationship with UK.

· Business Sectors: Management, Business, Commerce, Finance, Law, Industry, Sciences, Engineering, Architecture, Information Media & Communications.

J-1 Visa Conditions

amendment of plans/specifications without tenant's consent.

Common Area Maintenance Costs ("CAM"). This is the fastest way to get into trouble. You and your broker should review the building's CAM charge history. Most tenants and unsophisti-cated brokers do not carefully review CAM provisions or the building's prior history. Requesting a CAM cap is the easiest way to limit exposure. If landlord balks, respond with a “laundry list” of CAM exclusions and obtain audit rights of landlord's books/records.

b. Building Control

Alterations. If asked, landlords typically allow tenants to make cosmetic, non-structural alterations costing less than a specified amount individually/in the aggregate per lease year. Related is tenant's obligation to remove alterations at termination. At a minimum, tenant should not be required to remove initial tenant improvements.

Relocation. Try to avoid landlord's right to relocate tenant which is expensive and interferes with operations.

After-Hours Use. Landlords typically limit HVAC use to speci-fied business hours, so specify an hourly rate for after-hours HVAC use.

c. Risk Allocation

Tenants are required to carry insurance for personal property, commercial general liability, workers' compensation and rental

interruption. Landlords are typically not so obligated. Carefully review with your insurance agent and lawyer the insurance and indemnity provisions. Your insurance agent will determine whether existing policies are sufficient, additional coverage is needed or will suggest other required changes.

Claudia Kihano Parker, Esq. of Parker Law Group, Inc. is located in Laguna Hills, California, www.parkerlawgroup.com. Ms. Parker's experience includes commercial real estate, finance and general business law. She has extensive experience representing business and non-profit organizations regarding their business, finance and real estate matters as well as various private and publicly traded clients with business interests and facilities world-wide in the technology, manufacturing and business process outsourcing fields.

...continued from page4

For more information please contact Valerie Blackholly

949 472-2221

valerie@babcoc.org

Executive Editor: Josh Teeple, Crowe Horwath LLP.(714) 668-1234

Managing Editor/Contributing Writer: Debra Shrider.(714) 990-6619

Art Director: Kenneth Slidders.(714) 779-5451

Advertising: Valerie Blackholly, BABC-OC. (949) 472-2221

josh.teeple@crowehorwath.com

debshrider@yahoo.com

kkssaa@roadrunner.com

valerie@babcoc.org

Long before “Safe” and “Toxin – free” were words that consumers cared about, the US based Neways developed a range of personal care, household and nutritional supplements that are free from over 3000 chemically controversial ingredients still used by our competitors. Neways' sales top $750 million, with the biggest market share in Japan, Australia, Europe and the UK, where health and safety regulations are far more stringent. Contact Christine to find out how you can enjoy a healthier personal lifestyle or develop your own business opportunity in a rapidly expanding market.

As the owner of two companies – Copy U.S. Inc. and The Label Alliance Inc., John provides one–stop print shopping for businesses of all sizes. Copy U.S. Inc. utilizes a high volume digital printing equipment, capable of producing a everything from the simplest one piece black and white piece, to business forms, to full-color, multi-page bound catalogs, media guides, seminar/instruction manuals or similar publications. The Label Alliance uses a continuous web process (flexography) and produces custom labels, tags and hang-tags, for an infinite variety of industries and applications.

Deirdre O Neill Machin is the principal of the O'Neill Group, a full-service event, conference, meeting and incentive company specializing in producing high-quality, world class events for corporations and non-profits. Originally from Dublin, Ireland Deirdre has been based in the US for 20 years. She has extensive international experience in the event, incentive and travel industry, and is a member of several professional industry groups. Contact Deirdre to take your next event to a higher level.

Please say hello and introduce yourself

Welcome New

Scott is President of Proxima’s North America business. He works closely with large organizations helping them to dramatically reduce their cost base and improve business performance. Proxima brings a different approach to cost take out through optimizing supplier relationships and improving business operations at the same time. The end result is greater shareholder value, achieved by aligning the full power of the broader supply market with their clients’ business objectives.

Martyn serves as Chief Marketing Officer for Kofax. He is responsible for all marketing initiatives and oversees the brand, product, industry and field marketing functions. Kofax® automates information-intensive processes to help enterprises streamline operations, increase productivity and better engage with their customers for competitive advantage and growth. Kofax serves banking, insurance, government, healthcare and other industries via its direct sales force and a global network of more than 800 authorized partners in 75 countries.

Christine O' Connor, Independent Distributor, Neways Healthy Homes949 293-2078 Email: URL: csoconnor@ca.rr.com http://healthyoptions.ineways.com

Martyn Christian, Chief Marketing Officer, Kofax 949 783 1452

Email: URL: martyn.christian@kofax.com www.kofax.com

Deirdre O'Neill Machin, The O'Neill Group Inc. 949 722 6551

Email: URL: deirdre@the-oneillgroup.com www.the-oneillgroup.com

John Stacey, President/Owner - Copy U.S. Inc/The Label Alliance 949 463-3872

Email: URL: jastacey360@yahoo.com www.thelabelalliance.com

Scott Sparks, President North America, Proxima Group 949-466-3055

Email: URL: scott.sparks@proximagroup.com www.proximagroup.com

Hornblower Cruises & Events has been California's leading charter yacht and public dining cruise company for 30 years. With 35 distinct vessels, ranging from cozy, custom-designed catamarans to the 3 largest dining yachts on the West Coast, Hornblower welcomes guests for classic sightseeing and dining cruises, corporate outings, weddings, special events, environmental tours and film shoots.

Linda is an Artist/Educator who teaches at the Laguna College of Art & Design. Combining her years of experience in management, creative direction and new technology her consulting business creates unique eLearning and instructional design solutions for industry and education.

Brad is the owner of the Rover Doctor a company that has been in continuous operation in the Irvine Auto Center since 1999. The staff has been trained in Land Rover/Jaguar dealerships, professional technical schools and state of the art college technical training courses. They are a proud member of the Automotive Service Councils of California (ASCCA) which requires the highest standards of ethics for its members. According to Brad, they strive to keep as much of your money in your pocket as possible. Service anyone?

Tony is a microbiologist for Exponent, a multi-disciplinary organization of scientists, physicians, engineers and regulatory consultants who perform in-depth investigations in more than 90 technical disciplines covering human health, environmental and engineering issues. Tony's practice is focused on health and environmental effects of microorganisms.

Members!

at the next BABC OC mixer or event.

continued on page 8...

Logomark is an Orange County based business, supplying promotional products to businesses of all sizes through a network of distributors who have extensive product knowledge, and the creativity to present a variety of ideas and items to meet client needs.

DocuSource helps companies achieve higher profits via improvements in all aspects concerning documents. This includes software to reduce paper and utilize automated workflow software to create significant efficiencies. DocusSource also provides Ricoh copiers, printers and scanners and are a HP authorized servicing dealer. Contact them for printer and copier fleets.

Howard Lovus, Senior Vice President,DocuSource 310 733-8288 Email: URL: hlovus@docusource.com docusource.com

Sarah Fedecky, Sales Event Manager, Hornblower Cruises & Events 949 650- 2412 Ext 3305 Email: URL: sfedecky@hornblower.com www.hornblower.com

Brad Larsen, President, Rover Doctor 949 462-0648 Email: URL: brad@roverdoctor.com www.roverdoctor.com

Linda Sellheim, Consultant/Educator 949 395-4943

Email: URL: lindasellheim@gmail.com lindasellheim.blogspot.com

Tony Jones, Managing Scientist, Exponent 949 242-6604 Email: URL: ajones@exponent.com www.exponent.com www.linkedin.com/pub/tony-jones/4/692/37a

Trevor Gnesin, President, Logomark 714 681-3587 Email: URL: trevor@logomark.com www.logomark.com

Business After Hours

Anqi – South Coast PlazaBusiness After Hours Luxury Brands & Whisky Tasting

...continued from page 7

Brad specializes in the purchase and refinance of home loan mortgages, including jumbo loans up to five million dollars. Looking to buy your dream home? Contact Brad to start the financing process with a complimentary consultation. He'll help you understand how much you may be able to borrow with a mortgage prequalification. NMLSR ID 698639

Glen is a seasoned investment banking professional with over 14 years in the financial investment industry with a proven track record of identifying and capturing market opportunities. As Chairman and CEO he will be responsible to facilitate long-term company growth through an extensive acquisition strategy developed to acquire reliable, growth oriented and environmentally responsible companies.

Bradstreet Smith, Home Mortgage Consultant – HomeServices Lending LLC. 949 433-0129 Email: URL: bradstreet.smith@hsl-ca.com www.bradstreetsmith.com

Glen W. Carnes, Chairman and CEO Versant International 949 281-6434. Email: URL: glen.carnes@versantinternational.com www.versantinternational.com

If you know of a potential BABC OC member – please contact Valerie Blackholly and she'll be happy

to follow up and you'll get a $50 credit on your next renewal for each paid membership.

(949) 472-2221Valerie@babcoc.org

More photos, more news...go to www.babcoc.org

Those in the US on one type of working visa or another have things to worry about in addition to the particular person-nel action they are impacted by. It is bad enough being made redundant. It is worse to learn that you are out of lawful visa status upon being terminated!

Reductions in Force (RIF) are the most common personnel actions impacting foreign nationals working in the US. It is critical for foreign nationals to be aware that in most employment authorized visa categories, there is no grace period when laid off. Most work visas are tied to a particular job, with a particular company. At the stroke of midnight on the date of termination, the foreign national is considered “out of lawful immigration status”. This is so even though his or her entry card is still valid to a future date. In some cases it may be appropriate to make an application for “change of visa status” to another visa category, if eligible or to apply for a “change of employer” in the same visa category if fortunate enough to secure subsequent employment. Interestingly, in the H-1B and O-1 work visa categories, there is an employer requirement to pay for the reasonable cost of transportation home for the terminated foreign national. The obligation does not extend to household goods or family members.

Immigration implications

of personnel actions

By , Esq. Fragomen, Del Rey, Bernsen & Loewy, LLP

Mitch WexlerA more subtle personnel action that could impact foreign nationals on visas is certain job changes. Most work visas are not only employer specific but job specific as well. Therefore, some promotions or job changes, if “material”, can affect the visa status of the foreign national. In some cases an “amended visa petition” must be filed in order to maintain valid visa status.

A RIF by a company may also adversely impact a foreign national's “green card” process. In most cases, a green card application process cannot be commenced if the employer laid off even 1 worker in the same or similar occupation as the foreign national, in the same location for 6 months. There are some exceptions but for the most part, this will delay the filing of an application which may be an issue if the applicant is edging towards the end of his or her period as a work authorized nonimmigrant.

Foreign nationals must be super vigilant in maintaining valid visa status. A violation may later rear its ugly head and cause problems during the green card application process.

www.fragomen.com

Mitch Wexler has been practicing immigration law for 27 years. He is certified as a Specialist by the State Bar of California in immigration & nationality law. Mitch is a Partner of the worlds' largest immigration law firm and is resident in its Irvine, CA office. He sits on the firm's Executive Committee. Mitch has also been a member and Board member of the BABCOC for over 15 years.

He can be reached at mwexler@fragomen.com

An Investment Strategist serving So. California since 1976

MEMBERS IN THE NEWS…

• Harp • Bombardier • Old Speckled Hen • Magners •

“You'll be a Stranger Here but Once!”

LIVE MUSIC

(Santa Ana Only)

Thursday, Friday, & Saturday Nights

Check for more infowww.theoldeship.com

1120 W. 17th St., Santa Ana CA 92706 714.550.6700

709 N. Harbor Blvd., Fullerton CA 92832 714.871.7447Email: admiralnelson@theoldeship.com

Join us on Facebook, follow us on Twitter.

Bye, Bye, Boring Bio!

Need a bio for your web page or social media profile...Call me today for a free quote!

Contact Deb Shrider, Principal

Put It In Writing!

I don't know about you, but the iconic image associated with these words seems to be everywhere I look these days. So I my interest was piqued enough to look up the origin of this meme... According to Wikipedia, the poster was initially produced by the Ministry of Information at the begin-ning of the Second World War. It was intended to be distributed in order to strengthen morale in the event of a wartime disaster.

Keep Calmand Carry On...

Over 2,500,000 copies were printed, although the poster was distributed only in limited numbers. In 2000, a copy of the "Keep Calm and Carry On" poster was rediscovered in Barter Books a second-hand bookshop in Northumberland. Since Crown Copyright expires on artistic works created by the UK government after 50 years, the image is now in the public domain.

The poster has appeared on the walls of places as diverse as the Prime Minister's Strategy Unit at 10 Downing Street, the Lord Chamberlain's office at Buckingham Palace, and the United States embassy in Belgium and now on the pages of the Patriot, so Keep Calm and Carry On...

949-369-7777Call Catherine for a free consultation

Experience Matters

Confused about Buying, Selling or Investing in Real Estate?

Residential, Commercial and Group Investments

Congratulations to BABC member Diane Mondini, Founder and CEO of Caring Companions At Home who was named Orange County's Visionary Women of the Year by the Alzheimer's Association of Orange County and was honored at a luncheon held at the Marriott Hotel, Newport Beach on September 28th.

Congrats also to BABC member Island Hotel for receiving its 21st AAA (Auto-mobile Association of America) Five Diamond Award for the 21st consecu-tive year, recognizing the luxury Orange County resort as one of the nation's top lodging destinations for 2012.

BABC member Michael Vu "Your portal to

everything in Orange County" was featured in several news reports recently due to the launch of their updated website that now links their directory with

www.easyOC.com

Your Portal to Orange County

easy .com

the events calendar and social media. The site is ranked top on Google's Search engine for “OC Directory and Orange County Directory”. According to Michael the next launch will feature a video directory. Visit easyOC com to find BABC OC events as well as tons of OC centric events and businesses.

Phone (714) 990-6619 debshrider@yahoo.com

www.linkedin.com/in/debrashrider

CR@CatherineRobinson.com

www.caringcompanionsathome.com

If a business deals in goods or services internationally, certain contractual terms become of heightened importance and should be given special attention in drafting the international contract. Although most businesses do not wish to consider the possibility that a party

may not perform as required, a lawsuit may ultimately be the only means by which a business may recover damages or obtain performance from a breaching party. In view of such circumstances, domestic and international businesses should be cognizant of their rights in drafting, analyzing or agreeing to an international contract and the means by which to minimize their costs in pursuing appropriate remedies. Specifically, if a dispute arises between the contracting parties, questions relating to which court or tribunal will hear the matter, which location is appropriate, which body of law will apply and the payment of legal fees are of great importance and often provide significant cost-saving advantages to the party that negotiates friendly or self-serving contractual terms.

Generally, at the time of contract formation, parties are permit-ted to privately agree to which court has jurisdiction over the dispute, the location the dispute will be heard and which body of law will apply to govern the dispute. For instance, if a California manufacturer is selling goods to a European buyer, the California manufacturer may draft its contract for the sale of goods to require that all disputes be subject to the exclusive jurisdiction of California, that California law will apply and that all disputes be determined through binding arbitration in Orange County, California. Some possible advantages in requiring such clauses often include (1) deterring the likelihood of a lawsuit, (2) reduction of legal fees, (3) predictability as to

Important Considerations

in International Contracts

Annual Business Dinner Debate

Wyndham Hotel, Costa Mesa

By Thomas A. Fasel, Fasel & Fasel LLP

the outcome of any breach, (4) insuring the dispute is governed by a fair and just legal system, (5) requiring that the dispute be litigated in a party's native language and (6) the reduction of travel costs and time barriers. As a general measure, it is typically a strategic advantage to a business involved in an international dispute to require litigation be performed in its own jurisdiction, with the application of domestic law.

Additionally, the payment of legal fees in an international dispute often comes as an unwelcome surprise to unpre-pared litigants. Although most American law stems from and is largely based on English law, a major difference is that in the United States, litigants are required to bear their own legal fees and costs, regardless of which party is ultimately successful. This is known as the 'American Rule' and is in conflict with the 'English Rule' which generally requires the non-prevailing party to pay the prevailing party's legal fees. One exception to the American Rule, which allows for the prevailing party to recover legal fees, is if the parties have privately agreed to the recovery of legal fees in their contrac-tual agreement. Thus, it is often imperative for a business to include a clause in its international contracts requiring the non-prevailing party in a dispute to pay the prevailing party's legal fees in order to reduce costly litigation-related legal fees and deter frivolous lawsuits altogether.

A qualified international attorney can assist a business operating internationally in drafting enforceable contractual clauses to substantially limit liability, reduce legal fees, provide predictability and deter meritless actions.

More photos, more news...go to www.babcoc.org

Contributing writer Thomas A. Fasel, Fasel & Fasel LLP (California Attorney & Solicitor England & Wales) is a BABC member.

714-966-2008 www.fasellawyers.com taf@fasellaw.com

Your Portal to Orange County

easy .com

2013BABC Members can look

forward to many great BABC events in 2013. Here’s a preview

of some proposed events:

BritWeekCulinary GalaWorkshopsLuxury Brands MixerAnnual Golf TournamentGarden PartyBurns NightBABA’sBusiness After Hours MixersChristmas Lunch

Visit regularly to view our updated calendar and to register for events and pay online, or contact Valerie Blackholly, Executive Director. Phone (949) 472-2221 e-mail:

www.babcoc.org

valerie@babcoc.org