By Richard A.C. Alton, Esq.
We cannot predict all that life will throw at us, but we can take proactive steps to better situate ourselves for those potholes and hail storms that linger off in the distance. Part and parcel of a business transactional lawyer’s job is to predict what can go wrong and try to situate a client in the best position to avoid pitfalls or appropriately defend themselves when the walls come crashing down. Attorneys are not fortune tellers and we have no crystal balls, but we are equipped with some unique insight that allows us to address the most common problems our clients may face.
Being proactive can mean many different things: whether it is having an employee handbook that lets your employees know what you expect of them and what will happen when those expectations are not met, or including appropriate language in a sales contract to ensure your desired goals are met. It means taking steps to ensure your business investment is kept confidential until you are ready for it to be released to the public. It also means addressing a problem before someone else can address it for you.
With this blog post, I’m taking a different approach to discuss an interesting act of proactiveness I’ve come across that will hopefully show the importance of being proactive.
Walt Disney World and the Florida Land Deals
When Walt Disney was first looking for property to make a substantial investment in a new theme park, he visited many locations along the East Coast, finally settling on a track of land south of Orlando, Florida that was then owned by several different landowners. Rumors and speculations had abounded about where Disney would like to put his next “big project”, and the executives of Disney’s company knew that if word slipped out that Disney was buying the land, prices would skyrocket. As such, Disney created multiple new companies with various names to sign options to purchase the land from those several landowners. The options to buy allowed Disney to secure contractual rights on the various properties to ensure they could collect each land parcel they desired prior to fully purchasing the entire desired land area.
Without the Disney name being plastered on these companies, it proved exceedingly difficult for the owners or even the media at the time to track down who the buyer was and whether all these companies buying land were related. News reports at the time ran various ideas, including a possible manufacturing company that needed all that land. However, no one was quite able to put all the clues together or pierce the Disney company’s trail of connections to these entities.
Thus, Disney was able to buy thousands and thousands of acres to build their next “big project” (at the time it was meant to be an Experimental Prototype City of Tomorrow, but that is a blog for another day) without anyone becoming aware of what was happening, until it was too late. When the news broke that Disney was the man behind the green curtain, prices in the surrounding acreage soared. But by that time the deals had been made and the majority of the land Disney wanted, of which he had purchased for pennies on the dollar, was his. The Disney executive team knew they had to be proactive in protecting their identity or the whole deal would have collapsed. The setting up of new companies to act as direct buyers was a stroke of genius. Of course, litigation soon followed and questions of ethics abounded as to whether Disney should have disclosed their true aim when negotiating these purchases, but all that was merely a drop in the bucket in the end, and the Disney company was well on its way to building the eventual Walt Disney World that millions of people visit every year.
Although not many of us may be purchasing thousands of acres of swampland with the idea of turning it into an enormous theme park, if you own a business or have a business idea that you wish to pursue, it is still extremely important to be proactive in protecting what is yours. The most common means are through confidentiality agreements, employment agreements, employee handbooks with appropriate provisions, and non-compete and non-disclosure agreements. We here at Alton Law want you to be proactive in your business dealings, and with Alton Law you know you are on the Alton Road to a Brighter Tomorrow.