We Bought a Zoo: a Case Study in Commercial Awareness for Law Students
About the Author
Samantha Love read Law at Merton College, Oxford, and is currently following the BCL course.
Commercial awareness is much less scary than it sounds; it is about having the understanding of how business and the world works so that you can apply your existing legal knowledge to it.
It makes complete sense that commercial lawyers should have basic business common sense, because without background knowledge of commerce there is little chance of them being able to perform tasks for their client correctly. You might not see potential future problems, or understand that something might need to be set up in a certain way or in a certain timeframe. And, of course, understanding the business landscape allows a firm to suggest future work to a client. This common-sense attitude is roughly what is being looked for by firms when they talk about commercial awareness, and it’s a simple enough skill to test for and to develop. As well as the obvious approach of keeping half an eye on the pages of the Financial Times, there is a much more fun tactic that is not unlikely to be set as an exercise in a training contract interview.
If your client were beginning a business, in what order would they have to organise all the required elements and what legal services would you advise they engage a lawyer for? Essentially, this is a task in logistics – knowledge of basic background knowledge about regulation is helpful, and to do this in a ‘real world’ situation you would need to know a lot, but the basic framework can be worked out with a bit of thinking. Think of it as a Dragons’ Den pitch; you need to convince the Dragons that you have your plans all laid out.
You could do this with any business, and indeed every business has to think about these things on some scale. The sector will obviously make a difference – setting up a food company will lead you to spend a lot more time thinking about banned additives, for example. But partly for fun and partly because it’s a fairly complex operation to run, today’s client is going to be a brand new zoo.
Please don’t take this as a set of detailed instructions as to how to organise a zoo. The point is that anyone can start thinking about these things, even before they start working in the business world. There are inevitably gaps and many details are missing!
Structure and funding
The first thing to note about this example is that a client who is planning to run a zoo is most likely a zoological society, and therefore a charity. This recognises the important work for society they achieve, in conservation and education. This creates certain obligations for reporting, and for what can be done with any money generated by activities of the Society. As a result, a zoo is likely to be run as a registered company so that it can make money – and donate it into the charity again. This is fairly complicated and may require a charity law expert to make sense of what gets kept under the charity arm and which elements are run as a business.
As for money, the way in which the zoo is funded will affect the control which the zoological society has over it. Obviously one option is for the company to be controlled by the charity, which prevents anyone else being able to decide its direction. This requires money to be found from existing funds of the charity, and most likely through borrowing from a bank, rather than getting new investors. In any case, you would need to make sure that the structure of the company and your funding arrangements were in place first. No company means no bank account, means nowhere to put the money and nobody to sign the cheques!
Land, insurance, licence and planning permission
An alarmingly obvious point, but it is best to have the land organised before you start sourcing animals from deepest darkest Peru. That land, moreover, has to come with planning permission to build all of the enclosures you will need, and be in an area with decent transport links. At this point you will need to start doing about three things at once, because there is little point buying this land if you aren’t going to get a licence to run a zoo. Councils decide if you get a licence or not, following the criteria of the Zoo Licensing Act 1981, and they look at various factors such as animal welfare. It is unlikely that a commercial lawyer is going to be involved in planning the strategy and systems of the future zoo, but it would be important for her to explain to the client that they ought to be thinking carefully about all of this before they buy their land. For one, the land will need to be well-designed with the animals’ welfare in mind, such as the enclosures being big enough, and it isn’t worth incurring the fees of building the zoo only to tear it all down again. Land can generally be sold on but it is worth ensuring that a clause in the contract makes the sale subject to planning permission, if that hasn’t already been achieved. It is also safer to get the zoo licence before construction work begins; it is cheaper than paying to sell the land on again in fees alone, as zoo licences range near the £300 mark. This requires 2 months’ prior notice before an application is sent, so there is plenty of forward-planning necessary.
Once your client has bought the land, he will need to start thinking about security staff. From here on in there will be valuable goods on the land, so the site will need to be secure and constantly monitored.
Unless already secured, planning permission comes next. The client will need to speak to a number of veterinarians and business advisors (for that all-important question of where to put the gift shop!), consider the layout of other zoos and hire an architect to put these plans into reality. The vets may well be members of the zoological society, but equally they may need to be hired on short-term or freelance contracts.
Insurance is also crucial to your client; they say never to work with animals or children and you will have lots of both in a relatively small area. The zoo will need to be insured both for damage to customers and for any done to the property or the animals.
Bricks and mortar
Next, it’s time to build the zoo! This will need to be closely supervised, to make sure that all requirements for the different animals are met. The client will need to choose between hiring one company that will sub-contract to smaller companies for individual elements of the project (such as lighting and putting in glass) or dealing with these contracts itself. The latter will give it more control over things, so if your client feels confident directing proceedings then this might be best. All of this not only has to be done perfectly to specification, it also will need to be at least mostly completed by the time the animals arrive – the lemurs may never go in the visitor centre, but if it is next door and the noise from the construction work is too loud then they may get anxious.
Finding the animals
Obviously by this point your client will have been in talks about finding suitable animals for the zoo, or they would not have been able to design all of the enclosures. And there will be a countless number of regulatory rules surrounding the international system of conservation and zoos, so that the zoo can enter the breeding programmes. It is not unlikely that a specialist in customs or transportation of animals would need to be involved in moving the animals to the zoo, but there are also transport contracts to be organised which are at least slightly more normal fare for City lawyers!
Hiring the zookeepers
By this point your client’s zoo is at the point where things become quite animal-specific; the right food needs to be ordered, the animals need to be checked as they arrive and so on. And of course, once you have all the building work done the area needs to be kept clean and tidy ready for everything moving in. So at about this point your client will want to start hiring everyone from keepers to café and gift shop staff; not least because they’ll need training in some of these jobs. Lawyers can advise on many things in this process, including how to make sure that the client follows an equal opportunities policy and drafting the contracts. If veterinarians or keepers are moving from outside the EU then there may be visa requirements to meet, which may be dealt with by the client’s HR team but equally might need input from your firm. Getting together a whole group of experts is not necessarily that easy!
Ongoing orders and basic supplies
Before any animals arrive, their food and bedding needs to be in place and a steady supply chain organised. It wouldn’t do to find out that your client’s bamboo supplier was unreliable just as your pandas were entering the country! Whilst it might be your client’s decision whom to enter into contracts with, it is, however, up to the lawyers to make sure that the contracts clearly set out the parties’ obligations so that any issues are dealt with quickly. The normal rules of contract law will do a lot of your work for you, but any particular requirements of your client may need to be specified in the contract, and that if these are breached the contract comes to an end or certain damages are payable.
As well as the supplies which might be found in the UK, it may be that certain plants need to be imported to go into the animal enclosures. There are quite a few limitations on importing plants into the UK so this process may need legal assistance too.
The animals’ arrival
So the big day comes, and so do the big cats. Unfortunately it’s unlikely that they will need a lawyer at the gates to welcome the lions and tigers and bears, but it would always be important to know that this process is underway and to be on hand in case any help is required.
Tickets and tourists
It is not unlikely that the zoo will have animals in for a while before it opens; they will need to settle in, for the staff rotas to be smoothed out and for the keepers to be comfortable before the masses are allowed in. So it might be about this point that your client really starts its advertising campaign, which may require a once-over for meeting advertising standards, and organising its ticket sales. Terms and conditions are really important here; it must be possible for any noisy guests to be ejected from the premises without difficulty and without them suing for a refund on their ticket.
By now any cafes or restaurants on the premises will also be ready for a food hygiene inspection, if not before.
Once the animals are all settled in, the staff are trained up and the gift shop is open for business then the zoo can open!
A lawyers’ work is never done
Of course, if you’ve done a good job as a lawyer then your client will want to maintain your relationship so that you can help with any ongoing problems or future ambitions. After all, you know so many of the fiddly parts of their business now and hopefully they feel that you understand their needs. Future work could include importing new animals, supporting your client through any staff issues including new appointments of the higher grade staff, entering into new supply contracts and dealing with any liability issues if you have a drive-in monkey section!
Unfortunately for lawyers, not too many zoos open a year. And this overview of how a zoo might go about organising its opening includes many legal issues that might never make it to the firm; as a zoological society your client might well be used to filling out import licence requests. However, this sort of exercise is a great way to see how well you could understand a client. Why not try drawing up your own plans for a future business and see how far you get? Every industry and area has its own quirks, so it’s always a new process.