NBFAA Member Update for Tuesday, January 4, 2005

The staff at NBFAA wishes you and your family a safe and prosperous New Year. We look forward to continuing to serve the needs of our members in 2005 - and beyond!

Following on the heels of an extremely successful debut in Louisiana, NBFAA's National Training School (NTS) has announced the schedule for the Security Networking Institute for the first quarter of 2005.

The Security Networking Institute provides students with experience using live, networked devices, connections, cables, and other accessories. Students gain complete and practical training in all aspects of network security devices including network cameras, access control, video servers, fiber optic networking, and Wi-Fi communications.

The course designed for technicians, salespeople, and project managers will be held:

          January 25-26: Baltimore, MD
          February 9-10: Philadelphia, PA
          March 10-11: Greensboro, NC
          March 17-18: Metairie, LA

With networking a hot topic of interest given all of the changes and advances manufacturers are introducing with IT-based security equipment, the dates for the remainder of the year are filling in rapidly. NBFAA's NTS is planning on scheduling 15-20 of these classes across the United States in 2005.

"I expect that the upcoming classes will be sold out in no time," said NBFAA Education & Standards Director, Dale Eller. "Word about how informative the first class was has spread, and dealers across the country are requesting this course in their area."

The Security Networking Institute is a vendor-independent training, provided by author and SDM editor Dave Engebretson. Detailed course information is available at www.SecurityNetworkingInstitute.com.

The first Security Networking Institute was held on September 23 and 24, 2004 in Metairie, La. More than 30 students from twenty companies attended the course. The National Burglar and Fire Alarm Association founded the National Training School in 1985 to meet the ever-increasing need for standardized training within the electronic life safety, security, and systems industry.

Interface Security Systems Holdings Inc., the parent company of Interface Security Systems LLC, a Midwest regional electronic security company based in St. Louis, has become the majority shareholder of NBFAA member company The Greater Alarm Company Inc., based in Irvine, Calif.

The investment in Greater Alarm represents the 21st transaction Interface has completed since beginning an aggressive acquisition strategy in 2002. It also marks the company's first major move outside of the Mid-America States where the bulk of its growth has taken place. Michael Shaw, Chief Executive Officer of Interface, expressed excitement about the recently completed transaction.

"Greater Alarm is the premier provider of electronic security services in Northern and Southern California with expertise in providing fully integrated intrusion, fire, managed access, and video solutions to thousands of high-end commercial and residential clients," Shaw said. "George and Jim De Marco have built an outstanding company over the years, and we are pleased that they and the entire Greater Alarm team are now a part of the Interface family," said Shaw. Greater Alarm will continue to operate as a separate subsidiary of Interface with George De Marco serving in his current capacity of President and Chief Operating Officer.

Greater Alarm's George De Marco said, "The recent trends in the security industry indicate that well-capitalized alarm companies and systems integrators have the opportunity for exponential growth. Greater Alarm is excited about positioning itself to take advantage of new financial and operating synergies, allowing us to build a larger footprint through a more aggressive strategic plan. In order to do so, we will require the technological, financial, and human resources of a more substantial organization. Partnering with Interface is an important step forward for Greater Alarm, its employees, and most importantly, our valued customers."

In addition to paying annual dues, NBFAA Associate Members support the association in many ways, including advertising dollars and sponsorships.

So, each time you make a purchasing decision, consider doing business with one of our many fine Associate Members. When you buy goods or services from an Associate Member, you can be assured that you're also supporting NBFAA.

Legal News

Account Stated Documents and When to Use Them

Question:
What is an account stated and what consequences arise regarding the use of this document?

Answer:
All of us in business send and receive statements of account. It could be as simple as an invoice, or a consolidated statement of several invoices and previous balances due. If you are the sender of a statement of account, you may be hard pressed at a later date to try and change the statement. Obviously mistakes can be explained and rectified, but the burden of showing justification for the change would be on the sender of the statement of account.

What about the party receiving the statement of account? If you are the recipient and you don't agree with the statement or don't intent to pay the statement because you believe you shouldn't for some reason, can you ignore it or is some other action on your part needed? After all, you didn't initiate the statement, you merely received it.

An account stated is established when the recipient of a statement of account 1) receives the statement; 2) retains the statement; 3) makes no objection to the statement; and 4) fails to pay the statement after a reasonable time. When an account stated is established, an action can be brought for judgment on the account stated. This action is different from an action on the underlying reason for the debt, because all that needs to be proved to establish the cause of action are the four elements above: statement was received, retained without objection, and not paid. Unlike an action for breach of contract where the damages may not be set [the legal term is liquidated], an action on an account stated is for a liquidated amount and usually the clerk of the court will enter a judgment for the amount in the statement if the defendant fails to appear without the necessity of the plaintiff proving the amount due in court at a hearing, which is called an inquest.

In alarm collection cases, we typically bring a cause of action for breach of the contract, and we bring a separate cause of action for an account stated [assuming a consolidated final statement has been sent].

What would happen if you enter into an alarm contract, the subscriber defaults, you send final bill, and you then sue for breach of contract and on an account stated, and the subscriber -- defendant defends the action claiming that payment was not made and the contract terminated because you failed to properly perform your end of the contract? Could you avoid the issue of whether you actually performed and if the subscriber was within its rights to cancel the contract because of your breach by pressing only the action on the accounts stated? Does your answer change if you sent a final bill and the subscriber received it and did nothing else, making no objection?

The general rule of law is that an account stated cannot be made the instrument to create liability where none exists. Thus sending a statement to someone with whom you have no agreement and provided no service and then suing them when they simply ignore the statement, would be to no avail. The subscriber would still be able to defend the action, either the breach of contract or the accounts stated action, by claiming that it rightfully did not make payment.

When dealing with sale of goods the application of an accounts stated is different. A sale is made; defendant acknowledges receipt of the goods, and of a statement of account, which it retains for a significant time without objection. Perhaps there is a partial payment on the account. A lawsuit on an account stated would most likely be successful even if the defendant tried to defend claiming that the goods were nonconforming or defective. Retention of a statement of account for a significant time or a partial payment without objection on a disputed account constitutes strong evidence of the defendant's acknowledgment of the bill's validity and a virtual admission of the debt.

You should be sending statements of account consolidating all invoices. If not paid you will have an action for account stated as well as breach of contract.

Ken Kirschenbaum, Esq
Ken@KirschenbaumEsq.com

Business News

A Positive Attitude Equals Positive Results

Everybody has a bad day at work. If you're not careful, those bad days can become the norm rather than the exception for your business. Without a positive attitude among everyone involved with your business (including yourself), a business suffers in tangible and intangible ways. Employees with poor attitudes affect customers negatively, discourage other workers from doing their best, and do not perform to their own level of capability. Customers can sense when the person helping them is indifferent about their work and may wonder if it extends through the entire organization.

When examining employee attitudes, start with yourself. Be genuinely interested in the other people you work with-not only employees, but also customers and suppliers. Respect your employees' dignity. Be patient, understanding, and helpful. Let employees know that they are important to you and your business. Let them know that performance will be rewarded. Help employees identify what will make them feel fulfilled and happy within the job. While you want to be sensitive to the emotions of employees, do not ignore poor performance. When an employee does not perform up to standards or if they have made a mistake, meet with the employee in private to discuss the issue.

Include your employees as team members. Ask for their suggestions and respect their ideas-even if you do not always agree with them. When you use a good employee idea, remember to give the employee credit. Rewarding performance encourages other employees to speak up with their ideas. This practice also helps all employees feel more valued for the ideas, as well as the labor that they contribute.

Be sure to listen to your employees. For example, if your small business decided to conduct an employee survey, would you be willing to respond by making changes in the business? What if the survey revealed that all the executives' offices were air-conditioned and the workspaces for office workers were not. Would you add air conditioning for office workers? It seems a small issue, but these are the kinds of topics that arise within companies and can lead to employee dissent.

If you would like to discuss employee surveys and team building, contact the SCORE Association "Counselors to America's Small Business." SCORE is a non-profit organization of more than 10,500 volunteer, business counselors provide free and confidential to veteran entrepreneurs and those just starting out. For the SCORE chapter nearest you, call 1-800/634-0245, or sign up for e-mail counseling at www.score.org.

For Member Update Sponsorship information contact
NBFAA Director of Business Development Tonja Jenkins.

Happy New Year from NBFAA!

NBFAA's NTS Announces 1st Quarter 2005 Security Networking Institute Schedule

The Systems Depot Releases Premier Catalog

Interface Security Becomes Majority Shareholder in Greater Alarm

Support our Associate Members

Account Stated Documents and When to Use Them

A Positive Attitude Equals Positive Results