The Old City Hall in Jefferson City, Tennessee, is over 150 years old. At the time the building was constructed, Jefferson City was known as “Mossy Creek.” In 1868, the rear part of the building started life as a Masonic Lodge and school for girls. In 1904—three years after Mossy Creek became Jefferson City—a new front section was added to the building. It was home to the city’s first public school, until 1930 when it became the City Hall, which included the city’s fire and police departments.
Despite its rich history, this stately building has stood largely ignored for decades. But thanks to the hard work of two Jefferson City residents and the Transactional Law Clinic at the University of Tennessee College of Law, this historic building is on a path to reclaiming some of its former glory.
The Transactional Law Clinic provides free legal representation to the East Tennessee community while equipping law students with practice experience in business and nonprofit law. It is one of seven clinics offered through UT College of Law’s nationally ranked Legal Clinic, and the only one focused on business law. Professors Eric Amarante and Brian Krumm teach the Transactional Law Clinic.
“Under the close supervision of Brian and me, students serve as lawyers to folks who would not otherwise be able to afford legal counsel,” Amarante says. “We focus on transactional legal matters, which may include drafting and negotiating contracts, securing intellectual property rights, or obtaining tax-exempt status. Brian and I spend much of our free time meeting with folks throughout East Tennessee to identify clients who are not only deserving of free legal advice, but also present engaging legal problems for our students.”
Old City Hall, Jefferson City, Tennessee
Gaining Business and Nonprofit Experience
For upper-level law students, the six-credit-hour Transactional Law Clinic provides hands-on experience representing small business and nonprofit clients in business matters. Such experience is critical for students like Berkley Mason. “I was excited, and also daunted, by the opportunity to dip my toe into legal work that I had no previous experience in, while under the guidance of an extremely experienced professor,” Mason says.
Making an impact for local business and nonprofit clients draws students like Carson Jennings to enroll. “It appealed to me because the clinic provides an opportunity to work with local charities and small businesses making a direct impact in my community,” Jennings says. Amarante explains that even though they are still in law school, the Transactional Law Clinic student attorneys provide an excellent work product equal to that of other attorneys. “I spent almost five years in large corporate firms,” he says. “The work produced through the Transactional Law Clinic is as good, if not better, than what I produced when firm clients were charged hundreds of dollars an hour for my work.”
Carson Jennings, Berkley Mason, Teresa Collins, and Jeanne Musick meet at the Old City Hall in Jefferson City, Tennessee
Preparation
Before students in the Transactional Law Clinic begin representing clients, they practice essential lawyering skills using simulations and familiarize themselves with the pertinent legal principles.
“For the first couple of weeks of the semester, we review the substantive law that the students will need to know for representation — much of which is covered in traditional 1L courses and the prerequisites [of Business Associations and Contract Drafting],” Amarante says. “Once the students have this foundation, they are introduced to the clients.”
Because clinic representation is free and the number of student attorneys limited, only certain types of clients qualify. The legal need must be a good fit for the student attorneys and provide them a significant learning opportunity. There must also be a financial need, as clinic representation is reserved for clients who otherwise couldn’t afford representation.
Mossy Creek Heritage
Jeanne Musick and Teresa Collins, founders of what would become known as Mossy Creek Heritage, dreamed of revitalizing the historic Old City Hall building. They wanted to transform it into a museum to tell the history of the city.
“Our main goal is to save the building,” Collins says. “The Heritage Center museum will tell the story of the founding of Mossy Creek and the surrounding communities in the Historic Mossy Creek District. The multi-complex building will also include retail, a restaurant, an events center, and lodging.”
Prompted by Lauren Hurdle, Jefferson County’s director of tourism, the pair contacted the Legal Clinic and spoke with Amarante, who arranged for a meeting at UT Law.
“I smile when I think of our first meeting with Eric. It was a beautiful warm Tennessee day, and we sat out on a picnic table on UT campus. He made us feel very welcome and comfortable,” Musick remembers. “He showed true interest in our endeavoring and gave us a boost of confidence in our dream to bring our building back to life again.”
Amarante recognized that the Mossy Creek proposal fit the clinic’s requirements. He assigned two of his Spring 2023 clinic students, Bianca Guzman and Deborah Moore, to help the client through the initial phase of setting up the nonprofit.
“At the first meeting, we walked through the Old City Hall building and listened to Jeanne and Teresa passionately talk about the plans they had for the space,” Moore says. “This was a great start to the representation because they were able to give us a clear picture of the end goal.”
Complexities
However, Guzman and Moore recognized that setting up the nonprofit wouldn’t be as simple as the client anticipated. Owning the building as a nonprofit meant that the client was limited in how it could raise and expend funds. The inclusion of restaurants and retail shops in the building would generate income which might jeopardize the nonprofit’s favorable tax treatment—a legal complication that had to be addressed.
“This representation provided an opportunity to brainstorm various structures of both nonprofit and for-profit entities,” Moore says. “Through the guidance of the professors and other student attorneys of the Transactional Law Clinic, I feel better equipped to take a creative approach towards transactional law issues.”
By the spring semester’s end, Guzman and Moore had set up the nonprofit client as Mossy Creek Heritage, Inc., drafted its articles of incorporation and bylaws, and secured its tax-exempt status. Guzman and Moore also provided a roadmap for how Mossy Creek Heritage can partner with the restaurants and retail shops planned by Collins and Musick without compromising its nonprofit status.
“I really enjoyed working with Bianca and Deborah,” Musick says. “The ladies came in at a frustrating time for us. They eased our minds and helped us through the rest of the process.”
In the fall, two new student attorneys—Carson Jennings and Berkley Mason—took over the representation to further assist Musick and Collins in navigating the nonprofit legal requirements, and even got the opportunity to draft lease agreements with two vendors.
“Carson and Berkley have continued to assist us with our business needs,” Collins says. “These young men are very detail oriented and passionate about their chosen profession.”
The Realities of Transactional Practice
From their clinic course and fieldwork, the four students each took away valuable knowledge, work experience, transferable skills, and a newfound confidence in matters of transactional law.
“I learned a new way to advocate, says Guzman. “And that it doesn’t always have to happen in a courtroom or in a motion.”
“What appealed to me about taking the Transactional Law Clinic was the opportunity to interact and build relationships with clients,” Mason says. “Our representation of Mossy Creek has been a great opportunity in this sense.”
Jennings agrees. “Working with clients who are new to these legal concepts, no matter how intelligent and driven they are, is an exercise in your understanding and ability to explain,” he says. “It taught me the importance of meeting clients where they are.”
Rave Reviews
The four student attorneys expressed unanimous appreciation for Professor Amarante’s guidance and noted his expertise, enthusiasm, attention, and professional support. Likewise, the founders of Mossy Creek Heritage praised Amarante and the student attorneys, expressing great appreciation for the legal services they received.
“We had a very positive experience with the Legal Clinic and would certainly recommend the services to other businesses and people in the community,” Collins says. “The guidance from the student attorneys and Eric Amarante has given us a great start.”
Musick echoes these sentiments. “I personally would absolutely recommend Legal Clinic. Anyone can have a dream. Teresa and I have one. The clinic helped us realize the first steps to opening a Heritage Center. We have stories we want to tell. It’s a huge challenge and we have taken on a huge responsibility. But there was so much more to it, and the Legal Clinic taught us so much,” she says. “We are so grateful.”