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Composing a contract

USC Gould School of Law • August 22, 2023
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With Small Business Clinic, Bryce Bark JD 2023 helps a small Los Angeles symphony with legal details

By Greg Hardesty

JD student, Bryce Bark, stands in front of gray background and smiles at the camera.
Bryce Bark

Helping a small symphony in Los Angeles legally form as a business in 2022 hit the right note for 3L Bryce Bark. As a participant in USC Gould School of Law’s Small Business Clinic, Bark was assigned to assist South Side Symphony founder and songwriter/composer/musician Marcus Norris form a company and draft independent contractor agreements with the musicians he hires to perform his works. For Bark, who begins her career after graduation at the San Diego office of Morrison Foerster LLP, the assignment was eye-opening in more ways than one.

“It was really interesting to learn about [Marcus’] work,” Bark says. “And he was great to work with because he was very responsive and asked the right questions.”

Under the mentorship of Michael Chasalow, clinical professor of law and director of the SBC, Bark worked with Norris to form an LLC with S corporation status — a designation that can be beneficial for small business owners responsible to pay large amounts of self-employment taxes, such as Social Security and Medicare taxes.

In forming the LLC, Bark had to understand the role of, and navigate filings with the California Secretary of State and the IRS. In drafting the contract for the symphony, Bark became familiar with the nuances of recent state law concerning independent contractors. The contract included some intellectual property concerns since Norris owns the music he composes. The work gave Bark experience with assessing a client’s needs and translating those needs into contractual provisions.

“You have to think about all the good and bad outcomes that might occur and the effects of the words you draft in the legal documents,” she says. “[Norris] brings in individuals to perform his music in large settings, so it’s different from a normal band with everyone playing consistently. It comes with a lot of moving parts.”

The value of the SBC’s legal services range between $12,000 and $25,000 — a great deal for clients who could not otherwise afford the caliber of legal services provided by the clinic.

Chasalow says Bark succeeded by paying attention to the distinctive needs presented by Norris’ business.

“Bryce did a fantastic job on this matter,” he says. “There were a number of subtle and unique issues that needed to be addressed because a symphony is not a typical client and does not have typical needs. Bryce handled these issues with insight, creativity, expertise and great professionalism. Her work on this matter was at level of many second-year associates.”

As Bark sets off as an attorney, she can already count one happy client in Norris.

“Bryce was amazing and insightful,” he says. “She not only helped me with the things I went to her for, but identified other areas she could help me with that I didn’t even know I was in need of.”

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