Feedback Wanted! Click HERE to Bring Up Full Post

Now that I have some new web design tools, I would welcome feedback on any of the following topics.

1) Anything that I can do to make the format of the site better. I am not gifted at design; my office at work, for example, spans the range of "spartan" to "cluttered" and back to "spartan" after routine maintenance without a layover at "chic." I would be especially grateful if any self-described class-conscious fashion victim snobs - i.e. people with a perspective different from mine - could chime in on making the site better-looking. I do not have a good feel for fonts, attractive design, etc.

Similarly, I would be grateful for input from the "geekigentstia" who understand bizarre things like JavaScript, Server Side Includes, etc. In particular I would be grateful to anyone who understands how to make a website calculate a date (e.g. for plug-in deadline calculations in court, etc.)

2) Input from law students on summer breaks or on summer session on how to make this site friendlier to law students. I do not know what I can do to assist with surviving law school itself, but perhaps this site could be useful to law students at Maryland, Baltimore and the DC law schools in some way. The wilder the idea, the better.

3) Feedback from practitioners - civil, criminal, State's Attorneys, transactional, you name it - on how this site can become more practical for your practice. One way is for the site to include useful links on a central page; preliminary pages appear here, here, and here along this line. In particular, I would be curious to note what websites practitioners use to do their work.

4) Any feedback from any Marylander on Maryland law, politics or life, especially regional topics that the Baltimore Sun and Washington Post are likely to miss.

-- Bruce Godfrey

Delaware Corporations - Don't Believe the Hype Click HERE to Bring Up Full Post

Every so often a client will ask about forming a corporation in Delaware for their business. When I inquire about their goals, clients usually say things like:

"It's tax free."

"It's better."

"I'm better protected."

None of these are usually true.

I am surprised at how many Maryland attorneys do not understand this area of law, particularly younger attorneys who passed the bar in the last five years. I have heard, but have not independently verified, that Maryland's two law schools have deemphasized tax and business entity law in recent years, but I digress.

Anyone who tells you that you can make money and not pay taxes on it lawfully is presumptively a fool, if not conclusively a liar. Delaware imposes a tax on doing business within Delaware and imposes annual franchise fees on all corporations incorporated there. In addition, if the corporation does business in our fine State, SDAT will collect an annual fee to maintain corporate status as a foreign corporation AND assess an "inventory tax" on all corporate tangible personal property. C Corporations face a 7% income tax on all Maryland income, even if incorporated in Delaware, and the Comptroller of Maryland has recently cracked down on some cute manuevers that Maryland corporations have employed to shift "paper" income tax liabilities out of state to lower-tax jurisdictions, such as holding companies for intangible assets. In short, William Donald Schaefer is one step ahead of you on this point.

If the company is doing business in Maryland, it will pay more in taxes and fees by filing first in Delaware and then again in Maryland as a foreign corporation, not less.

"It's better" means nothing. There is nothing special about filing in Delaware, unless you have a particular love of the State of Delaware and want to contribute to its road repair budget, toll booth maintenance expenses, casino marketing or other important civic functions in a neighboring state. The only exception to this rule applies to corporations that anticipate challenging intra-corporation legal disputes and lawsuits, e.g. leveraged buy-outs, derivative actions, shareholder revolts, D & O liability concerns, etc. If your clientele has these concerns, more power to you and I hope you enjoy your yacht. You should consider filing in Delaware since the Delaware Court of Chancery has equitable jurisdiction over such matters and is the most highly respected corporate court in the United States. You will not be at the mercy of the corporate law knowledge of a Circuit Court judge who may have earned his or her position through skill as a prosecutor or zoning attorney rather than as a corporate law guru.

"I'm better protected" is simply not true. Both Delaware and Maryland have exceptionally severe standards for piercing the corporate veil; one famous Court of Appeals case described the requirements as "Herculean," referring to the fellow who cleaned out the enormous Aegean Stables among other mighty labors. As a practical matter, a start-up company will need co-signatures on most contracts of any significance, and most torts will tend to bleed through to the owner-operator whether in Maryland or Delaware due to operator personal negligence, negligent supervision or negligent entrustment. No substitute exists for a comprehensive general liability policy with riders specifically covering owner/director/stockholder/officer liability.

Any Maryland client who wants to set up a business actually to do business in Delaware, e.g. an ice cream stand in Rehoboth Beach, would do well to incorporate in Delaware. Otherwise, Maryland clients intending to business in Maryland should incorporate in Maryland, period, and either save the Delaware filing and franchise fees or throw them down the slot machines at Delaware Park. Either choice is better than incorporating a Maryland commercial enterprise in the First State.

-- Bruce Godfrey

Technical Issues - Assets and Liabilities Click HERE to Bring Up Full Post

On the plus side, I have been able to update and improve the Circuit Court locations page layout.

On the minus side, my normally quick Web server seems to be sluggish, so you may have noticed some truly hideous layouts and color combinations that took a while to correct; problem was uneven "updating" of my Cascading Style Sheet from multiple edits.

I would be grateful to anyone who has a cracker-jack skill with JavaScript. Am learning, but am not so swift....

-- Bruce Godfrey

Very Modest Progress Click HERE to Bring Up Full Post

I have accomplished the following:

1/ Fixed a broken link to my District Court contact page;

2/ Began construction on my Circuit Court contact page.

-- Bruce Godfrey

WYSIWYG and Other Developments Click HERE to Bring Up Full Post

I have been looking for a solid WYSIWIG ("what you see is what you get", 5.5 Wkt rating on the Wonk scale of ten) Web editor for cheap. I found one. A British bi-monthly on Web design called, peculiarly enough, "Web Design", included a thin but well done magazine and a disk containing a full version 4 of Namo WebEditor (tm); version 6 retails for 69 pounds (about 170 dollars, maybe.) Version 4 is more than adequate for my needs, and the magazine and disk cost me $14.99 US at Barnes & Noble.

With this editor, I will be more able to expand this site as a whole. I have been winging it with broken links, somewhat weak content and poor formatting on my non-blog links on this site. If I can get some free time beyond the demands of employer and family, maybe I will be able to advance those projects as well. These days, every second seems to have multiple and reasonable claims, cross-claims and counterclaims from my wife, our sons, clients, department chair (upon whom Peace and Blessings) and others. I am not where I want to be on my pamphlet on surviving the police, so this is an aspiration and not a promise.

That said, I hope that Namo will enable me to be a bit smarter about web design and content.

-- Bruce Godfrey

Maryland Lawyer's Oath Click HERE to Bring Up Full Post

"I do solemnly (swear) (affirm) that I will at all times demean myself fairly and honorably as an attorney and practitioner at law; that I will bear true allegiance to the State of Maryland, and support the laws and Constitution thereof, and that I will bear true allegiance to the United States, and that I will support, protect and defend the Constitution, laws and government thereof as the supreme law of the land; any law, or ordinance of this or any state to the contrary notwithstanding." Annotated Code of Maryland, Business Occupations art. 10-212.

All of us Maryland attorneys have taken this oath before the Court of Appeals, seven men and now women who wear red robes reflecting the blood of the American Revolution. What does it really mean?

Well I guess that someone who advocated the violent or illegal overthrow of the State or of the United States would be ineligible to practice law. I am curious as to how it would apply to non-citizen attorneys, who presumably bear "true allegiance" to another state elsewhere.

Does the advocacy of the peaceful and law break-up of the United States constitute a violation of this oath? I suspect not. I considered this carefully before deciding whether to post an article about a theoretical devolution of the power of the United States into smaller units, said post to come soon.

What do "fairly and honorably" mean practically? I suspect that the Rules of Professional Conduct, particularly Rule 8.4, flesh out that provision.

One can read too much into oaths, but people take them seriously sometimes. Consider the rivers of ink spilt over the Pledge of Allegiance and the inclusion of the name of the Deity therein. We lawyers take the oath, probably in most cases just grateful that we passed the exam and that our parents can see us sworn in. But such things matter. At a minimum it provides a fair beginning by which the Court of Appeals can draft rules governing our profession, but then again the Rules of Professional Conduct have their roots more in the ABA in Chicago than on Rowe Boulevard. At minimum the oath bears consideration.

-- Bruce Godfrey

New Blog - Once and Future Craig Click HERE to Bring Up Full Post

I do not ordinarily discuss other people's private business. But my friend Craig Harman has made his private business - specifically, his very recent gastric band surgery and recovery therefrom - public to the entire web at Once and Future Craig.

Craig and I met about twenty years ago at Princeton as middle-class amateur anthropologists in a strange post-New England prep school Twilight Zone in central New Jersey. Between us I suspect we have at least one honest book of intellectual mockery, contempt and disdain yet to write.

Best wishes to Craig for rapid recovery!

-- Bruce Godfrey

Good Crabbing - Drew Barrymore Click HERE to Bring Up Full Post

ContactMusic.com has reported that when a fan of Drew Barrymore tried to have plastic surgery done on a reality TV show so that she would look just like the actress, Barrymore made the effort to call the contestant and persuade her not to undergo the surgery.

I am not a fan per se of Barrymore; she is bubbly, giddy and fun-loving, personality traits which drive my potatoes-and-beer Celtic-Teutonic DNA to a state of irritated gloom. That said, she did a very honorable thing and she gets the first award for Good Crabbing.

How obsessed we are as a culture with appearances, to the point of creating a cosmetic surgery industry and a television show thereafter. How good and decent of Barrymore, who could have feigned ignorance or a busy schedule instead of stepping up.

-- Bruce Godfrey

Religious Freedom and Maryland History Click HERE to Bring Up Full Post

Maryland's historical relationship with the concept of religious liberty is complicated.

Maryland's public schools frequently note facts supporting the case for Maryland's religious freedom, such as the Toleration Act in the early 1800s, which ended a requirement that certain office holders profess a belief in the Christian G-d. What commentators mention less often is that the bill barely passed and only after multiple votes over a period of decades. This so-called "Jew bill" did not embrace the concept of religious freedom, as it still required a profession of a belief in G-d for such offices.

For many years before, the Protestant Episcopal Church (i.e. the Anglican church, known more generally today as the Episcopal Church in America) was the established religion of the State/colony. While King James II did use Maryland as a dumping ground for dissident English Catholics, it was not a Catholic colony per se.

To this day, the Maryland Declaration of Rights, articles 36 and 37, allow the State to require that office holders and jurors profess a belief in G-d, although 1st Amendment jurisprudence applied to the states has effectively barred such a requirement.

Today Maryland is relatively liberal and diverse, serving as the home of much early U.S. religious history including much of the early history of Reform Judaism and of Zionist figures such as Henrietta Szold and others, of early American Methodism in Carroll County and of the first Roman Catholic basilica and archdiocese. Students of American religious history can learn a lot here.

-- Bruce Godfrey

Greater Baltimore Bus Initiative Click HERE to Bring Up Full Post

The Greater Baltimore Bus Initiative is the latest public transit proposal from the Ehrlich administration. It represents basically two new bus lines, the closure of many lines and service cuts in most others.

Had this proposal been put forth as a necessary cost-cutting move or a philosophical attack on the concept of bus transit or public transit generally, it would have been more honest. It is not an "initiative" unless a plant closure or a public hanging are also "initiatives."

Transportation Secretary Robert Flanagan has made known his preference for bus transit over rail in several contexts. One of the new bus lines is an experiment of his preference for bus over rail on the proposed Red Line from Woodlawn to Fells Point. New Bus Route 40 will be a limited stop east-west route with stops located roughly where the new line will have stops of some sort, with wider spacing between stops than the inefficient stops of most Baltimore bus lines.

Another new line, the M-8, will travel from Randallstown to Owings Mills via McDonough Road, a welcome transit addition to a growing part of the county. No service will serve the dense townhouses, apartments, shops and schools of New Town northwest of Owings Mills Mall; own a car there or get lost. Nor will any buses serve Owings Mills Boulevard itself despite fairly heavy population density and morning traffic.

Other than these two new lines, however, Secretary's Flanagan's beloved bus transit is being cut with a cleaver. One wonders if the Ehrlich administration is playing to suburbanite fear under the pretext of "consolidation" of transit lines.

In some cities, public transit is considered an urban asset like a great skyline or museums. Philadelphia, Portland, D.C. and even conservative, spread-out cities like San Diego and Dallas have embraced high-quality public transit. In Baltimore, however, public transit seems to be a curse. Traffic is the price that suburbanites pay - willingly, it seems - to keep a barrier between "us" in the suburbs and "them" in the city. What we do have is laughably inefficient, perhaps the most inefficient rail transit network on the North American continent. Transfers are poor between the four rail lines entering Baltimore, so poor that one probably could not make the connections poorer even as a thought experiment.

The MTA has just announced that it will be cutting overtime pay for Baltimore County police monitoring light rail stops, almost giving criminal advance notice to come to the stops and break into cars. Meanwhile, according to Sun reports, the Washington Metro Green Line is planned in the long term to extend all the way to Fort Meade, a long distance call from the Capitol building and a short distance call from Baltimore, the transit city that couldn't.

I do not generally entertain conspiracy theories, but if someone wanted to dismantle the hope for an efficient city-wide public transit system in Baltimore in the next fifty years, this might be how one would do it.

-- Bruce Godfrey

The Law of Crabs Click HERE to Bring Up Full Post

It is shocking that a website called Crablaw would fail to link to the law of crabs and crabbing. Please accept this correction of our blatant oversight.

-- Bruce Godfrey

The Mallet - Bombay Grill Click HERE to Bring Up Full Post

My parents love the Bombay Grill and introduced my wife and me to it some years ago. We always enjoy a visit there. When my beloved wife brought me to Northwest Baptist Church and the service ended early, we were frustrated because we wanted to go to Bombay Grill but we were too early. We went to Denny's instead, to our disappointment.

The Bombay Grill has multiple locations in Maryland; we go to the Owings Mills location near the New Towne Diner. Other locations are Mount Vernon (that's Baltimore's Mount Vernon for you folks from Bethesda), Towson, Frederick and Bel Air. The restaurant is pleasantly dark with a variety of Indian artwork and tapestries on the walls.

The buffet provides a variety of vegetarian and chicken dishes; the menu offers a broader selection including lamb and seafood. I am not sophisticated in my understanding of Indian cuisine; fortunately you don't have to be to have an excellent meal. The papad bread is spicy, the saffron-tinged rice delicate. One excellent vegetarian salad is quite hot with chili peppers deliciously visible; a yogurt "dressing" cuts the spice while adding more flavor. I do not know the proper names for all of these dishes but it is a wonderful place.

The Bombay Grill has a full bar, although I have not partaken of it at family meals. Prices are reasonable, especially in light of the quality. Very highly recommended.

11308 Reisterstown Road
Owings Mills, MD 21117
MapQuest Map

410-998-9295/410-998-9318
www.bombaygrill.com

October 31, 2005 Update: To my sadness, the Owings Mills location of the Bombay Grill is about to close permanently, but the other locations continue.


-- Bruce Godfrey

An Uncharitable View of Charles County Click HERE to Bring Up Full Post

This rude post will perhaps keep me from running successfully for public office in Charles County, Maryland. It contains some rather foul language and is therefore unprintable here under previously stated policies.

It brings up an interesting theoretical point: does linking to a site constitute incorporation of its content by reference? It is a question that will continue be litigated 100,000 times in 100 countries in the coming years. Is linking to a site comparable to giving the ISBN number of a book in a book review, or more like copying its content and including it wholesale? I would be grateful for comments on this topic from IP attorneys, web experts and general interest readers.

-- Bruce Godfrey

Attorney ID Numbers Click HERE to Bring Up Full Post

On the Wonk-ter scale from 0 to 10, 0 being Britney Spears' love life and 10 being the Internal Revenue Service actuarial guidelines for the fair market value of term life insurance, the topic of this Wonk-ish post is around an 9.2 Wonkter (Wnk). If you would like some material far less wonkish, I recommend that you visit here (0.1 Wnk) or perhaps here (0.25 Wnk).

Many state bars track their attorneys by attorney ID numbers. Maryland does not, per se. In the District Court civil division, attorneys do get ID numbers, the most recent being four digit numbers. Mine is 68XX, while some of my more experienced civil practitioners have much lower four or even three digit numbers. Approximately 20,000 attorneys have active Maryland law licenses. Pleadings, particularly District Court complaints, are supposed to bear that number.

The Circuit Court for Prince George's County has now issued me an ID number, a permutation of my name and a four digit code for use on pleadings. I am a member of the U.S. District Court for the District of Maryland, and I have a five digit ID number from that court, 24XXX, for use on court papers.

I also practice before the Maryland Office of Administrative Hearings, which probably has an official or unofficial number by which to identify me. I say this because I have received, or rather failed to receive, OAH hearing notices sent to an address which I have not employed for over nine years. Since that old address is not on my pleadings, it must be in the OAH central database.

I can understand the State and federal courts issuing separate ID numbers. Many state bar members are not federally licensed, so a different system may be appropriate. Since the filing of pleadings in Maryland's state courts (and the OAH and other agencies) requires a Maryland law license from the Court of Appeals, however, it seems reasonable that the institution that issues the law license should issue all markers needed to confirm, identify and distinguish that license holder from any other license holder. It does so in a sense through the maintenance of the Client Protection Fund database; that database does maintain an attorney ID number as well, but it is not for public use, just annual renewal of dues.

A unified ID number system would help prevent the unnecessary duplication of database management at considerable state-wide expense by multiple agencies, as well as reduce the risk of prejudice against parties and malpractice by attorneys. Dead addresses have caused me problems, and have also hindered opponents of mine in staying on top of litigation.

Perhaps the best aspect of a unified ID system would be the reduction in the total number of ID numbers and passwords dominating our personal and professional lives. The number of needed PIN codes, passwords and similar numbers online and offline seems to grow exponentially every month. If we could just cut our Bar IDs to one number, that would be most welcome.

-- Bruce Godfrey