I have the opportunity to buy a store, lock, stock and lease from a
friend.
I am doing this with a home equity loan [at 3 percent] and am
hesitant to go into lawyerland thus postponing decisions with
useless paperwork and adding to the cost.
In my small town we know and trust each other. To a point.
My question is: what do I need to see, and ask, to write in a
contract, to assure a least painful transition? We are aiming for
February 1st.
Save yourself some money and hire an attorney and accountant to
analyze this purchase for you.
Sue Shaffer
Hi Cathe;
I have the opportunity to buy a store, lock, stock and lease from a friend.
Get a good accountant to look at their books. Part of the selling
price is going to be based on “good will”, meaning the established
reputation of the business, their customer base, sales history, etc.
It’a a pretty subjective thing and should be open to bargaining. An
accountant can give you a good profile of your costs of operation
such as rent, utilities, wages and taxes, etc. Also, an accountant
can give you an idea of the real value of inventory fixtures, and
other fixed assets.
Better get this right. You may need working captital and you need
good figures to determine how much you’ll need. There’s a lot of room
for bargaining on things like inventory and fixtures. You don’t want
to pay too much for inventory that isn’t going to move, and utilities
for a retail space can be significant. Take your time and you
absolutely need to come up with a business plan. I know, who the hell
can see the future, right? Well, take your best shot, err on the side
of being conservative, and just do it. Are you incorporated? Sub
chapter S and LLC are good choices, and your accountant can help you
choose. Don’t forget, you need insurance. Don’t even think of not
having at least a good liability policy. Somebody slips in front of
your place, you can be looking at bankruptcy. Even incorporation
can’t entirely protect you from being held responsible personally. It
should, in theory, but it’s far from bulletproof.
Like it or not, you still should hire a lawyer to draw up the
contract or review their contract. Good luck.
David L. Huffman
Do you understand “oye Va”?
If you’re paying for it in full, that may not be so much of a big to
do, except for:
If not done right, if there are any “hidden” debt, lawsuits and
tax problems and they sell it to you, you could be held liable.
if you will pay them over time and default, do you lose all of
your money you paid, some or none?
Bigger question is what are you paying for all of this?
When I sold my store 10 years ago to an employee we both used the
SAME ATTORNEY, but we did use an attorney. I’d suggest you do the
same.
As my father used to tell me
“What you DON’T know would fill a library.”
Sincerely
David S. Geller
JewelerProfit
Some states require a retail corporation calling itself a “Jewelry
Store” to have 6 types of security to get insurance (Mississippi for
instance)- I would ask about the cost per annum of business,
building and contents insurance and personal liability insurance
types and the security systems already in place.
2ed does the business have any Liens against it presently, or in
fact, any monies owed in eskrow, or any other accounts, etc by the
(friend’s) corporation.
Are there any law suits or other litigious or legal matters pending
against the company, the friend’s corporate entity or otherwise
connected to the business or expected to be filed - from any number
of actions from a dissatisfied customer to a Moisannite stone
shattering that you should know about. Likewise what is the total of
monies owed the business through failed collections, “lay away”, etc
that you would be assuming ? - or write in a conditional clause
stating that the seller must have all outstanding customer debts for
merchandise, corporate bills and suppliers etc. paid before the sale
is final/ you assume ownership, unless the seller is willing to
deduct those outstanding credit and related bills from the actual and
final selling price you hand over.
REVIEW THE LEASE terms- period. Make sure that you will mot be
taking out a mortgage to find the building owner is planning to
convert it for some other purpose in the next year. In affition to
the term in years of the proposed lease, what is the adjacent
properties zoning, projected use, etc- in other words is it in an
area that will remain retail friendly for the next few years or is
the town council planning some new development you are not aware of
at this time.
Is the actual structure in need of repair and whose responsibility
is it to bring the building up to code or to address any security,
fire and accident related issues etc. that you can identify with a
thourough walk-through (- a “must do” regardless of your thoughts on
how well you know the building already). Is the landlord responsible
for the 30 year old air conditioner that had to have the compressor
replaced twice last year? You really hate the stained acoustic ties
on the ceiling and want to rip them out to put up better lighting
and upgrade the interior’s appearance by exposing an old pressed tinm
ceiling and rafters - but the landlord told your friend that was out
of the question also when he/she asked a couple of years ago. That
stuff in the bathroom sure looks like asbestos to you!..And. more of
those pesky little things your friend may have forgotten to mention
when you began discussing a buying option!The physical condition and
appearance are of great concern to me personally when I open or
consult on a new business venture
What are the current business owner’s sales projections? Is there a
dead period in the year due to things like seasonal residents, etc.
that may mean having the funds to cover the business, your mortgage,
and personal living expenses for 30-60 days annually and can you
afford to do that with or without a clientele that is in place or
not currently.
What is the value of the tools, equipment and displays that are to
be sold with the business- are they in warranty, usable condition
that will not demand replacing in the near future (say in a 16 month
period from the date of purchase).
Are the fixtures what you have in mind from a Marketing standpoint
and your image that you want to proffer to your target market or
will that require additional outlay, and how much to convert the
retail space into your idea of a Jewelry Store. What about the staff
and related costs?
Is the actual structure in need of repair and whose responsibility
is it to bring the building up to code or to address any security,
fire and accident related issues etc. that you can identify with a
thourough walk-through (- a “must do” regardless of your thoughts on
how well you know the building already). Is the landlord responsible
for the 30 year old air conditioner that had to have the compressor
replaced twice last year? You really hate the stained acoustic ties
on the ceiling and want to rip them out to put up better lighting
and upgrade the interior’s appearance by exposing an old pressed tinm
ceiling and rafters - but the landlord told your friend that was out
of the question also when he/she asked a couple of years ago. Thaat
stuff in the bathroom sure looks like asbestos to you!..And. more of
those pesky little things your friend may have forgotten to mention
when you began discussing a buying option!The physical condition and
appearance are of great concern to me personally when I open or
consult on a new business venture.
Do you have an idea of the costs of employing people to run the
front of the house whiile you are at the becnch and would you offer
to keep the same people employed or have to hire and train/retrain
your staff and how much will that cost and when will that happen
presuming you are thinking one day they will lock the dorrs at the
end of the day and the next business day you will open them?
What reputation does the store have in town and what kind of press
releases or other advertising forms will be necessaryy to insure
that there is some traffic to your door after the town finds out
there are new owners and/ or management?
What professional or civic memberships are currently held by the
friend’s corporation and at what amount of dues for the year is their
total? If you are planning on keeping the friend’s business name and
identity what are their JBT, or D&B, etc. scores and will do they at
least match or exceed yours as they stand now? You don’t want to
assume a lower rating than that which you personally or as whatever
the structure of your corporation is presently holds (. i. e. - Sole
proprietorship, LLC, Ltd. etc). Given that would it then
be wiser to staart again with your own business identity and plan
rather than a turn-key into a standing of lesser prestige.
These are a few of the many considerations that you should think
about in addition to the gross details of beginning a new business
and truly knowing what you are getting yourself into. If they use as
a vendor and take advantage of their “family Plan” will the same
privledges be transferred given that you are assuming their
returnable inventory as well as conssidering the quantity and
quality of gemstones un the safe, right down to what you expect
employees to wear and their backgrounds and skills. Thoroughness is
quite important in assessing the viability of the venture and whether
or not it is a sound investment and risk for you at this time and
given the current market in your area and the larger market in terms
of commodities weighed against your experience beyond a passion for
jewelry making and marketing and management skills and the ultimaate
bottom line in terms of identifying the potential losses you may
incurr and how quickly in terms of writing your business oplan and
knowing it’s time to quit if the income is not meeting your needs
and prrofit projections by x date after you assume ownership given
the structure you keep or set up for the corporation you are
considering becoming.
There is so much to consider, I am hoping you are thinking beyond
just what it will cost to walk in the door and is it then worth it,
given the business as it is- and why is your friend selling it at
thistime, given the highest ccost of precious metals in years,
consumer luxury items spending down, and considering the nature of
your town’s ability to support however many jewelers already exist
there- both independant and chains/franchises in nearby malls or X
Mart’s.
Know what you are getting into. If you are a designing manufacturer
protect your designs by having any “grandfathered in” employees sign
non-compete and disclosure clauses in their contracts, to protect
your interests and by organizing the business so that you are not
personally liable for the whole if thing’s fail ( let your
corporation pay your salary and benefits) and don’t tie the house to
the business as collateral: in case it fails for some reason, you
want to have a roof over your head and walk away from the corporation
to the extent possible as though you are simply an upper mnagement
employee.
If you need me to clarify this or any of the other thousands of small
details you should consider before opening a business - since I don’t
know where you are and am presuming not rural, not in a tourist town
and not in a town with 5 well established jewelr’s and 3 chains like
Zales, Jared, etc. nor in a town of which the majority of residents
buy their “fine jewelry” at the local X-Mart nor of which there is a
trend towards real estate plummetting and the town’s population aging
into the "I don’t need or want any more thing’s as I’m about to die"
age!
Combined all of them would indicate not the best market to assume
the ownership of an independent jewelry business… Nonetheless, I am
willing to help in any way possible within reason to help you decide
if it is a viable idea given the market, your area, your personal
financial ssittuation and the risks. So contact me off list if
necessary.
Best regards in this venture, rer
I am doing this with a home equity loan [at 3 percent] and am hesitant to go into lawyerland thus postponing decisions with useless paperwork and adding to the cost.
For first time buyers it’s easy to fall in love with the deal and
ignore the risks. You’re afraid that you’re going to lose your dream
if you don’t hurry. In fact, the opposite is true. Your seller
doesn’t have options now (based on the economy) and he/she should be
jumping through hoops to keep you interested. I’ve purchased several
businesses over the years, and always have to rein in my emotions.
You’re not alone in feeling the urgency. However, buyers don’t come
along every day. Take your time.
So, how do you get this done? Avoid attorneys negotiating the deal.
Just use them to document your deal after you negotiate it (because
if you can’t come to agreement, there’s no use spending money on
attorneys). Buy a book (thousands out there on buying businesses) and
find out what the things are that you need to negotiate. Then
negotiate face to face, no third party. Start with the questions of
buying assets versus buying stock (i.e. shares). Night and day
differences. When you’ve reached an agreement, document the details
in a “non-binding letter of intent” that you both sign. It will
include what, when, who, how much, etc. Then take the letter of
intentto an attorney, who will draft a “contract for purchase.”
Keep in mind that your February target will benefit the seller. You
will have missed the impending Christmas season. And since the
closing on most deals slips by days, weeks or months, you probably
won’t benefit from Valentine’s day, and may even miss Mother’s day.
Make sure that you’re ready to carry the business until next
Christmas (unless you have a big resort season).
Keep in mind that without the “useless” paperwork, you may be at risk
for more than losing your home (through the home equity loan). How
many hidden liabilities are you assuming? Unpaid lease payments, back
taxes, unfunded pensions or vacation, warranties, customer deposits,
etc., etc., etc.) What commitments are outstanding that you’ll be
required to fulfill? Take your time and do it right. And during the
process when negative comes to light (and it will, if you
do it right), use it as leverage to get a lower purchase price. If
you had known everything up front, you would have offered the lower
price to start.
Good luck,
Jamie
Please DO get an attorney. Even though you and the seller agree and
are dealing in good faith apparently, you still need to protect
yourself from what neither of you may or may not know.
For example, if you ‘buy the company’ (a stock sale) you become
responsible for all past liabilities whether you and/or the seller
are aware of any or not. Perhaps there was an innocent accounting
’anomaly’ resulting in a substantial tax burden on the business,
which would be to say, on you. Or maybe a visitor was hurt on the
premises and waited a long time to sue. Your problem. Or some old
accounts payable item turns up unpaid after the sale of the company.
Your problem.
You could have wording in the agreement that the seller would
compensate you for any losses from the above or similar happenstance
BUT actually collecting would depend on the seller’s financial
condition and agreeability, if indeed at the time they are still
alive.
Depending on the particulars, it might be better to make the deal an
asset sale. You buy the merchandise, fixtures, and lease and
incorporate a new company. You need an attorney to make sure the
lease is assignable or else you’ll need to negotiate with the
landlord before you sign on the store purchase. You can even buy the
store name, if an attorney constructs the sale in such a way as to
limit your liability. (personally, unless the store name is crucial,
I wouldn’t buy the name) You can pay an attorney something small now
or maybe pay an attorney later big time if something comes up. Even
if you are in the right on some future issue you need to retain an
atty to fight it.
If you were thinking that by buying the company you’d be buying
yourself a credit rating, think again. Closely held companies are
subject to the credit rating of their owners. Once JBT or D&B learned
of the sale the rating would be reviewed.
If you and the seller nail down all the details of the purchase and
then you approach an attorney, it should not be expensive at all. If
all he/she has to do is review the document, with no extensive
consultation or negotiating involved the fee should be nominal. I had
such a situation when I bought my first company and the attorney’s
fee was a mere $500. That was in 1987 but still. Given that the
equity of your home is at stake, its a small investment in security
and peace of mind.
Add up the cash value of the assets. Try to pay something less than
that figure. Start your own company and operate under that name.
Clean, simple, lower risk. You can remain friends.
Cathe,
This is from someone who was in your position, and disregarded legal
advice and my own wits…
Get it ALL in writing. Do a complete inventory, down to the last jump
ring, and spend time researching and putting current value on
everything. Do this YOURSELF, don’t let anyone else do it. Don’t
guess, don’t estimate (that causes you problems in
local/state/federal tax arenas). Get yourself a lawyer and have the
seller get a lawyer. Have a purchase agreement draw up by the
lawyers, as your and the seller’s interests are different (no matter
what anyone tells you, or you tell yourself). List the
inventory/assets/liabilities and expectations of the seller, making
sure every thing is properly dated and evidenced.
Saving money on paperwork now can easily cost you much more later.
The best lawyer I have found since purchasing my store looked over
my purchase agreement and basically told me I was an idiot. I got
past the insult and listened to him speaking “legalese” for 10
minutes…
He was right, and earned my trust with blunt honesty. I should have
done everything I just wrote to you, but wanted to save a few bucks
on paperwork.
What you cannot foresee is what you are up against, pay an attorney
to lessen that risk.
Tim Dwornick
http://www.warpedmetal.com
Cathe -
This is not the time to skimp on an attorney; it could end up
costing you more in the long run. No matter how well you know and
trust people, putting everything in writing will remove any questions
about who agreed to do what when, and letting a lawyer write it will
make sure it’s written in language the court will understand if it
comes to that.
I wish you the best of success in your new endeavor, but definitely
include a legal counselor on the list of must-haves.
Linda
Although you would like to avoid lawyer land I recommend that you go
there. Contract wording is very important, especially if you live in
a small town. Have you seen the financials for this business? A
business may seem profitable to an outsider but upon examination of
the financials it may show less revenue that you anticipate or need.
The profit margin is important too. Good luck with your venture.
Pat Gebes
Cathe
Buying an existing business is a complicated process. I’ve done it
on my own and learned some painful lessons. Learning the business and
buying it at the same time is usually a bad idea. If you have worked
in the business, specifically this one, you have some idea what you
are getting into.
Long before you need a lawyer, you will need a good accountant to
help you thru the fine points. Following are some of the questions
you need to ask.
What are you buying?
Inventory? Inventory is not usually valued at its purchase price,
rather at its disposal price - melt or auction price. If it is more
than that, why would you spend more to buy inventory that hasn’t
sold? Your money would usually better be spent purchasing new items.
Equipment - what is its value - used. Get a list of everything.
Fixtures and sales equipment - used.
Obligations of the business - lease - how long, protection from
cancellation, is the cost in proportion to the income of the
business? Other obligations.
Customer list. Who, what they bought and when, address, phone,
email.
Vendor list - what they supply, how often.
Employee records - salaries paid, health care expense, travel paid.
Have the state and federal obligations been paid? Proof of same in
writing.
Obligations - what does the business owe to whom and how is it
financed? Are the obligations transferrable to you or are they due
and payable on the date you take the business?
Is the location appropriate for the business? Traffic and adjacent
businesses impact the value. What is the economy in the area?
How is the business valued? Is it on the past income and its future
expectations? The number should have some basis in history. You need
tax returns, bank records, the business records of sales and
expenses. All of this for the past three years at a minimum. These
records should exist, not be generated for purposes of the sale - you
can tell if this is history or recent fiction. Is the customer list
and the business name a major part of the value? Can you even keep
the name and do you want to keep it? If not, why would you pay for
it?
I don’t know what sort of business you are looking at - my guess is
a retail jewelry store. Find out how your potential industry is
valued. Is it a multiple of cash flow over years plus the tangibles?
Do you have an exit strategy? Can you make your numbers work so that
you can sell the business in the future?
If you want to be in this business, would you be better off to start
a new business rather than pick up the untidy parts of this existing
business?
Prospects - is the business up or down? Why is it on the market? Is
the owner going to compete with a new business?
Will the business history support paying the loan to purchase the
business and to pay you a salary going forward? With a loan to pay,
it isn’t the same business model as what you are purchasing. You need
more money coming in because you have all the ongoing expenses, plus
the loan obligations.
Are you going to buy it with no further obligation or participation
on the part of the seller? This would be a red flag to me. You want
your seller to have skin in the game long time. Your price should be
paid over several years, and it should depend on the business making
money going forward. The seller should have financial incentive to
make this work for you.
You say that you would finance the purchase by a home equity loan.
Talk to a banker. Would he loan you the money to buy the business?
Economy be damned, the bank makes money loaning to businesses. If he
says no, is it because you are a bad risk, lacking experience, the
market has collapsed for the business or what? Then go and talk to
the SBA - small business administration - same questions. If they
won’t lend to you, why do you think your money from your home should
be at risk? Your house is not a cash register, it is where you live.
Are you prepared to lose your entire investment? How long do you have
to pay back the home equity loan? You are gambling your future, and
retail is just that - a gamble. Do you have other means of support
while this doesn’t make money?
Now that you have done the homework above, it is time to see a
lawyer. This is not buying a car, it involves a lot more than the
little list I have suggested. Friendship should have no influence on
the purchase. If anything, it is an unneeded distraction. Business is
business, friends are friends and they need to remain separate.
For what it is worth, I spent several years of my life evaluating
and executing mergers and acquisitions of small companies. It is a
little less complicated than rocket science, but not much less. The
list above is a small part of the evaluation.
And much earlier in my career, I bought a small business. That was an
expensive lesson. I didn’t know the business well. There was a gas
shortage and the business was in a resort area accessible only by
automobile. There were two sets of books and I relied on the owner
to tell me that his version of the books was how to value the
business, not what he told the feds. The only good thing was that the
price of the business was to be paid over several years. When the
business lost money the first year, the owner took it back. I was
only out the sizable down payment and a year of my life. It could
have been much worse.
Judy Hoch
part of the reason for buying a business is you are paying for the
"Potential Income" that the particular business has developed over
the time it has existed as an entity.
How much “Potential Income” do you think that a jewelry business is
going to have during the next three years? you are swapping your
house for this business ?? you should be sure there will be room for
a cot and hot plate in the back of the store just in case.
warm regards goo
Tim Dwornick was right on with what he suggested.
Also, the “typical” value of a “typical” jewelry store is one number
Value of Inventory.
After depreciating showcases, safes, tool AND inventory it usually
comes down to inventory value.
I’ve helped a few folks buy a store. May times the owner think their
business is awesome even though it can’t pay the owner a great wage.
Lots of inventory over 3 years old is worth scrap or less.
David
David S. Geller
JewelerProfit
Pay the lawyer. Deals with best of friends, too often end in worst of
enemies. A good lawyer can (no guarantee) reduce this risk. Plus if
deal goes south, in a smaller towns everybody knows and takes sides.
No competition and confidentiality clauses an absolute must. Ill will
and rumors last decades.
Ed Wales
I am sure you will get a lot of responses to this one but here’s my
2 cents…If you value your friendship…get a lawyer and make
everything official. I have had bad dealings with friends over money
(and that is the bottom line here), I loaned, they defaulted. When I
drew up papers for one of the loans ( about $350.00)…I lost the
friendship. She thought I didn’t “need” the money and shouldn’t want
her to pay it back. There is a lot unspoken between people that can
only be solved with legal papers.
Gook luck!!
Mary
Namaste
I am sure you will get a lot of responses to this one but here's my 2 cents...If you value your friendship...get a lawyer and make everything official. I have had bad dealings with friends over money (and that is the bottom line here), I loaned, they defaulted. When I drew up papers for one of the loans ( about $350.00)...I lost the friendship. She thought I didn't "need" the money and shouldn't want her to pay it back. There is a lot unspoken between people that can only be solved with legal papers.
Hi Folks…
Mary’s right on here…
For some reason, folks will figure you don’t “need” the money…I
suppose that’s because you had it to lend in the first place…And
believe it or not, use that as a rationalization to not paying it
back…
Relatives are worse…
Gary W. Bourbonais
L’Hermite Aromatique
A.J.P. (GIA)
My advice is to avoid debt as much as possible. Debt is the number
one cause of small business failure. The current economic conditions
are less than ideal for starting a new venture or changing hands in
an operating business, and starting out owing too much money could
doom you from the start. Even at 3% a loan could add up to seriously
difficult payments, especially if your loan is adjustable or based
on the prime rate. If rates go up, even a little bit, your payments
could go up significantly.
It is a real bummer to work 60 to 80 hours a week just to make the
basic bills and the interest payment, resulting in your not being
able to do or buy the things that could make you more profitable
without going further into debt. This is a vicious circle, and it
can make your life miserable.
Please be sure you are not setting yourself up to be working that
hard only to provide some banker a great retirement. Do a business
plan as recommended by the Small Business Administration and run the
numbers, both good and bad to find out where you really stand.
Please do not skip the lawyer or accountant. Trust is great, it’s
what the industry is built on, but you don’t know what you don’t
know, and it is likely that what you don’t know is going to be what
will hurt you the most. Let the professionals help you find the
potholes.
Dave Phelps
My advice is to avoid debt as much as possible.
That’s dead on.
But there are some things you can do to mitigate debt, because there
will almost always be some sort of debt.
Ask the seller to take paper. Meaning to finance at least a portion
of the purchase price. If the business is sound this may be
palatable to the seller. If its unsound he will not do it. His
reaction may give you a clue. To be brutally frank on this, if the
day comes that you cannot meet the payments, a bank will foreclose
but a seller holding paper has a greater interest in working it
out…perhaps renegotiating the terms/price. In the event of bank
foreclosure, since its your home as collateral…well you can imagine
what could happen. If the seller holds paper and if you’ve read as
your lawyer) written the contract to your advantage you might be able
to get out of a sticky situation with your home intact (in other
words, if the seller finances do NOT use your home as collateral, use
the business assets)(and if he won’y accept the business as
collateral, what might that tell you about its value or viability?).
In such a contract he would feel better if it calls for periodic
reviewing of the books.
On the other hand, sometimes something like this may be your only
entry into the business. But I would carefully weigh doing your own
startup also. Yeah, its a lot tougher but you then have the capacity
to form the biz the way you need it, rather than the way its handed
off to you.
Something else you can do is lease the business with option to buy.
For a set amount of time you can try it out, really get to know the
biz. Then if it IS everything you want/need/expected you already
have a deal in place ready to go. Of course if it turns out there are
some things that would negatively effect the value of the business
but you still want it, you can renegotiate. Or you can walk away with
your home intact, your dignity and maybe even your friendship.
it might be best to buy the pieces that will produce income, and not
acquire the portions that will produce expense.
in this case, you probably want to avoid acquiring a lease - you
will almost certainly lose money the first 3 years.
or, you may be able to renegotiate the retail space lease at
probably 35-60% of its current rate. just a guess.
Friend do not sell friends businesses.
Mark Zirinsky
denver
You’ve hear many words of caution. I hope you are taking them very
seriously. What raises red flags for me is your intent to take out a
home equity loan to buy this business. I wonder if the seller would
carry the loan using only the business as collateral, so that if you
can’t make it, s/he gets it back???
Timing is rotten too. You need to maintain a cash flow so that you
can keep the doors open, and the best opportunity to take in money
(Christmas) is long past by Feb.1 Valentine’s Day may not be very
good in the current economic climate. We haven’t heard anything about
the economic complexion of your town - size, competition, climate,
stable jobs, unemployment level, etc.
Now speaking from the other side, as the business seller. I’ll bet
that the seller has valued his/her emotional attachment to the
business - meaning that it is over-priced. True story. After 20 years
of business, my spouse sold his convenience store some years ago. He
owned it, the land, and buildings outright. He wanted $250,000. It
didn’t sell so after several months, he auctioned it…for $105,000!
After paying the auction’s commission, he had even less. Understand
that there were rental storage units that brought in enough to cover
the mortgage payment for that amount - so in essence he gave the
business away, and recovered the value of the land and depreciated
buildings.
Can this business provide enough income that you can cover the bills
AND pay yourself enough to be building up your retirement account??
Don’t be a star-struck buyer - be a hard-nosed negotiator or walk
away.
“These boots are made for walkin’” Judy in Kansas, where the turkey
is thawed and cookin’ is about to commence!