The Community Enterprise Clinic (CEC) is dedicated to promoting vibrant, diverse, and sustainable communities by providing transactional legal services to nonprofit and community based-organizations, social enterprises, and neighborhood-based small businesses. The CEC was founded in 1991. We provide creative solutions to the transactional needs of clients in our mission to promote economic and racial justice and community and economic development in Detroit and other disinvested urban areas of the region.
Our clients work with student attorneys under the close supervision of faculty members who are licensed attorneys with significant transactional experience.
What We Do
The CEC offers nonprofits, community-based organizations, social enterprises, cooperatives, and neighborhood-based small businesses a broad range of legal services. We provide advice and representation in many areas, including:
Entity Formation, Structuring, and Governance
- Advice regarding the formation and structure of various entities, including the formation of nonprofit, for profit and cooperative organizations
- Drafting of by-laws, operating agreements, and other governance documents
- Assisting in the creation of joint ventures, affiliation agreements, and mergers
Drafting, Negotiating, and Reviewing Contracts and Other Agreements
- Commercial leases
- Fiscal sponsor agreements
- Purchase and sale agreements
- Customer and vendor agreements
- Supplier contracts
- Nonprofit income tax issues, including unrelated business income
- Nonprofit real estate tax exemption
- Trademark and service mark protection (including logos)
- Copyright protection
- Intellectual property or technology license agreements
- Structuring contests and sweepstakes
- Domain names, social media and other Internet issues
Real Estate and Land Use
- Real estate purchase, sale, and finance loan agreements
- Zoning and other land-use issues
- Urban agriculture and sustainable food systems research
- Licenses and permits
- Regulatory compliance
- Solicitation licenses
- Employee contracts
- Advice regarding independent contractors
- Labor compliance issues
- Employee manuals
- Risk assessment advice
- Liability waivers
The CEC provides transactional legal assistance to nonprofits, community-based organizations, social enterprises, cooperatives, and neighborhood-based small businesses in Detroit and throughout southeastern Michigan. Students engage in the supervised practice of law in a professional setting. The CEC's goals are to provide first-rate legal services to enable our clients to transform their vision into reality, advance economic and racial justice, enhance the community, and contribute to the economic vitality of the region, while providing our students the opportunity to enhance their professional capabilities by doing actual "lawyering."
How is the course organized?
You will assume primary responsibility for all matters affecting your clients under close faculty supervision. You will prepare for your client work through an intensive seminar and weekly supervision meetings. The course has three principal components:
You will be responsible for interviewing and counseling clients; planning your matters; drafting legal documents, memos and correspondence; and managing relationships with your clients and others. You will identify the legal issues, research them, consider different alternatives, negotiate agreements, and implement client decisions. Each student team will normally work on several client matters throughout the semester. We try to accommodate, where possible, your particular areas of interest or expertise, but are bound to represent clients that have retained the clinic and feel a responsibility to consider the needs of clients that have requested our assistance. Students will learn various substantive areas of law. Students interact with client CEOs, business owners, and board members. At times, clinic students provide community education workshops on substantive law issues pertinent to the clinic's practice areas.
We meet twice a week to discuss our work, lawyering skills, issues facing under-resourced communities in the Detroit metropolitan area and nationally, the role race and racism have played in creating and continuing the adverse conditions in these communities and the processes of community and economic development in these urban areas. The weekly seminar is a time for reflection and discussion with a strong emphasis on critical evaluation. We use simulation exercises to explore lawyering skills such as interviewing and counseling, among others. Part of the seminar is devoted to conversations, with students discussing what is new and difficult in their matters.
Students typically work in teams of two. The team will meet with their supervisor on a weekly basis. In the seminar and supervision meetings, you will explore important lawyering issues through the lens of your client matters, such as decision-making under conditions of uncertainty, the allocation of power between lawyer and client, and the challenges of representing groups and individuals. We will ask you to think through the ethical issues that arise in the matters and in representing organizations and small businesses. We will ask you to reflect on your work in seminar and through reflective essays.
How is the clinic graded?
You will receive seven credits for the clinic: three for the seminar and four for the client work. Each component is graded separately. Students are expected to work approximately 23–27 hours per week through the semester (including class preparation and attendance). Grades for the seminar take into account class attendance, participation, and preparation for exercises. In grading your client work, we will consider the quality of work you produce, success in collaboration, demonstrated professionalism and effort, reflectiveness, and "billable" hours, among other factors.
Who are the clients?
Some of the CEC's clients are new nonprofit organizations, small businesses, or social enterprises that need assistance in structuring, developing governance structures, obtaining tax exemption, and complying with government regulations. Others are more established clients that need assistance as their programs and businesses grow. For these clients, we may draft and negotiate contracts and leases, create worker-owned cooperatives and social enterprises, counsel them regarding land use and other regulations, provide tax advice regarding income-generating activities, advise on employment issues, counsel on risk management, and research and advise on copyright and trademark issues. The CEC represents a broad array of clients, including groups working in urban agriculture and food security, neighborhood-based startups, youth development, the sharing economy, art, media, and artistic production, and providing needed goods and services in communities.
Who should apply?
The CEC is relevant to students interested in corporate, government, social justice, community or movement lawyering, or public interest work. The clinic helps prepare students for work with organizational and entrepreneurial clients, as well as gives students an introduction to opportunities for transactional attorneys to serve the community, through pro bono, board service, and volunteer work.
The clinic can also satisfy the Capstone requirement for JD/MUP dual-degree students. Please contact the Urban Planning Program for additional information.
How do I enroll?
Registration for the clinic happens through the clinic registration process. There are no formal prerequisites for the clinic. The substantive law of enterprise organizations, tax, nonprofit, land use, intellectual property, and employment are often used in client work. Prior experience in business or corporate law is not necessary.
Who can become a client?
We welcome applications from nonprofit and community-based organizations, social enterprises, cooperatives, and neighborhood-based small businesses in Detroit and other disinvested urban areas of the region that need legal advice to start or operate their organization or enterprise. We select clients based on a variety of factors. For potential start-up clients, the CEC's services are best suited to clients that have spent time developing a plan for their organization or business and have clear ideas about their goals and methods for achieving them.
How do I become a client?
If you are interested in the clinic's services, you can complete our online application or call our Ann Arbor office (listed above). If it is the type of matter the clinic can take on, student attorneys will contact you to run a conflicts check and if the conflict check clears, conduct a screening interview with you. If we accept the matter after the screening interview, we will send you an engagement agreement which explains the terms of the lawyer-client relationship and describes the services the clinic will provide. Our representation begins when you have signed the agreement.
If you complete and submit the application online, you will receive a confirmation email stating that we received your application. In some cases you will receive a call from one of the attorneys to find out more about your organization or business. Some applicants may not be ready for legal services, so we may ask you to reapply after you further develop your plans.
Still others may have needs that are appropriate for the clinic to handle but that we do not have the capacity to service. We may notify you that we can assist you but cannot accept your matter at that time. In that case, we will keep you on a list and let you know when we may be able to accept your matter and/or have space.
Does the clinic charge for its services?
Our services are free, however, you will be required to pay all costs associated with the representation such as government or agency-imposed application or filing fees.
Can the clinic answer a quick question?
We cannot answer questions unless you are a client of the clinic. The clinic will from time to time hold community office hours and present community workshops on topics of general interest to nonprofit organizations and businesses.
- Resources for Nonprofit and Community Organizations
Resources for Businesses and Entrepreneurs
- Small Business Administration
- Small Business Administration - Office of Minority Enterprise Development
- US Department of Commerce Office of Small & Disadvantaged Business Utilization
- United States Patent and Trademark Office
- Internal Revenue Service
- Association for Enterprise Opportunity
- Business Resource Center
- Dun & Bradstreet
- Home Office Association of America
- National Association for Self-Employed
- National Business Association
State and local resources
- Ann Arbor Spark
- Build Institute
- Center for Empowerment and Economic Development
- Detroit Regional Chamber of Commerce
- Detroit Economic Growth Corporation
- Michigan Economic Development Corporation
- Michigan Minority Supplier Development Council
- Michigan Small Business Technology and Development Centers
- New Detroit
- Next Energy
- Small Business Association of Michigan
- Southwest Detroit Business Association
- State of Michigan: Michigan Business One Stop
Who We Are
Dana A. Thompson
- Clinical Professor of Law
- Director, Transactional Law Clinics Program
- Co-Director, Zell Entrepreneurship Clinic
- Director, Community Enterprise Clinic