MOVING IN-HOUSE

JAMES Barritt guided Australian coffee franchise Zarraffa’s Coffee in an advisory legal capacity for five years through Gold IP Lawyers, before moving in-house in May 2012.

Specialising in corporate and commercial and intellectual property law, Barritt had a background in franchise-related issues and had worked previously with a number of large franchisors and business owners.

His time at Gold IP Lawyers directly contributed to the firm being listed in the renowned Doyle’s Guide as a leading Queensland firm in intellectual property and he worked on many varied cases on behalf of business clients from SME, franchises and large multi-nationals.

Since his appointment as in-house legal advisor to Zarraffa’s Coffee, Barritt has steered the company’s purchase of Perth-based coffee chain, One for the Road, the largest acquisition for the company to date, and been appointed the company’s third executive director.

Brisbane Legal talks to Barritt about navigating the transition from private practice to in-house counsel.

How does working as an in-house counsel differ from working for a firm?

The main difference and biggest change in mindset has been that I am now the client. In private practice you provide advice with a load of disclaimers and hand back that advice for someone else to implement and ultimately take the risk.
With in-house advice you have to be prepared to assess the risk and be part of the decision-making process in a much bigger way than in private practice and be comfortable with that.

How has the role challenged you?

It was once said to me that ‘you can negotiate your way out of anything’ and so the challenge is to work through that.
The biggest way I would say the in-house role has challenged me is to think even further beyond just the rules of law and think outside of the square. I personally have always seen these as an integral part of being a lawyer, but when the decision-making process is for yourself in the business, it is heightened and must be done far more expediently because the issue will ultimately come back to you.

The other is remembering you don’t have to be as adversarial. There is no hiding behind a third-party client so you need to change the mindset and bring it back to how this matter can be resolved without defaulting to the adversarial context. And I’ll admit it took a bit to break the habit.

What is involved in your role day-to-day?

Given the duality of roles within the business, a day is never a ‘normal’ day compared to private practice where the clients, files, meetings and workload could be for the most part predicted.

As our business evolves daily, there is no standing still and so a day can change in a heartbeat of moving between meetings with franchisees, potential candidates, dealing with landlords to drafting and reviewing documentation, providing submissions to government or meeting with the government about the new laws, overseeing marketing requirements and generally assisting in setting the policies and procedures of the business. It is very dynamic.

You moved quite quickly through the ranks to become a board member. What do you think has made you such a good fit for the organisation?

Certainly working closely with the business before working in-house helped to understand the organisation and its culture. But more so, I think it was my ability to adapt and make commercial decisions not just provide a legal response.

It is true that in some situations commercial sensibilities must trump legal positions, so being able to set aside a rigid legal position when required has been a plus. I would also say that being willing to take the lead and stand up for the decisions made and be accountable for those has helped.
My legal background has provided me with great structure and discipline with regard to processes and systems, which in a franchise system is a natural fit.

Unsurprisingly, in meetings people automatically see me as a lawyer and this can invariably put up a roadblock to the discussion. Being able to walk into particular meetings as an executive director helps to break down that barrier.

How do franchises such as Zarraffa’s Coffee benefit from having an in-house counsel?

Ultimately, franchisees benefit because there is an overall reduction in risk in how we as a business operate. In a growing brand, applying skills from both a legal and commercial side when negotiating deals, arranging suppliers and shepherding new products and systems, can benefit the business through a more efficient process.

Business evolves quickly and we can adapt and change to meet market conditions in a more nimble fashion. Additionally, we can have documentation that suits our system and is not a ‘best guess’ based on instructions – this is because working in-house you can identify the commercial areas that aren’t covered from a legal perspective.

No matter how good external lawyers are, they cannot provide this level of insight because they simply don’t have the on-the-ground experience from being in the business day-to-day.

What would you say to those considering moving into an in-house counsel role?

The pace of business is much faster these days and in-house counsel is invaluable. Given the general trend of government to legislate, regulation and ‘red tape’ compliance is much higher also.

In my experience, I have found that working in-house requires a commercial mindset just as much, if not more, than looking at just the legal side of things. Therefore you have to love the commercial aspect just as much.

The commercial side of business has always fascinated and intrigued me and I wanted to immerse myself in that and be part of it. I like being part of the decision-making process and am not afraid to take the risk and hold the liability.
The advice I would impart, and have to colleagues, is determine for yourself how comfortable you are with risk and how willing you are to stick your neck out and what is it about the law that fascinates you. Being at the ‘coal face’ you practically implement and see the fruits of what you preach.