Ohio Business Law Questions & Answers
Q: Can I get out of a partnership (sell my share) given this clause in the operating agreement?
Joseph Jaap's answer
It is very unlikely that the use of "her" would be a successful argument. Many agreements have boilerplate that says the use of any pronoun is deemed to include all genders. Even if your agreement does not have that provision, a court is not likely to agree that "her" excludes you. But use the Find a Lawyer tab to consult an attorney to review the agreement and advise you.
It is very unlikely that the use of "her" would be a successful argument. Many agreements have boilerplate that says the use of any pronoun is deemed to include all genders. Even if your agreement does not have that provision, a court is not likely to agree that "her" excludes you. But use the Find a Lawyer tab to consult an attorney to review the agreement and advise you.
Q: friend came up with a slogan for a shirt, I created the design for it. I want to use it as my company name. Do I owe him
1 Answer
| Asked
in
Business Law, Intellectual Property and Trademark
for
Ohio
on
Answered on Jun 5, 2017
Answered on Jun 5, 2017
Joseph Jaap's answer
A slogan is usually too short for copyright protection, so must be protected as a trademark or service mark. That either requires registration with the state or being used in commerce. If he has not registered it or used it in business, then he probably could not succeed on a claim against you. But anyone can sue for almost anything. And even if he doesn't sue you, he might feel cheated. Use the Find a Lawyer tab to consult a local business attorney about starting your business and also...
A slogan is usually too short for copyright protection, so must be protected as a trademark or service mark. That either requires registration with the state or being used in commerce. If he has not registered it or used it in business, then he probably could not succeed on a claim against you. But anyone can sue for almost anything. And even if he doesn't sue you, he might feel cheated. Use the Find a Lawyer tab to consult a local business attorney about starting your business and also...
Q: Is there a rule 76 or rule 79 that allows police to seize property from a business as evidence if they have no warrant?
1 Answer
| Asked
in
Business Law, Civil Rights and Criminal Law
for
Ohio
on
Answered on May 30, 2017
Answered on May 30, 2017
Q: Subject Matter Jurisdiction (personal)
1 Answer
| Asked
in
Contracts, Business Law and Civil Litigation
for
Ohio
on
Answered on May 25, 2017
Answered on May 25, 2017
Glenn B. Manishin's answer
No, appearance in court without contesting personal jurisdiction is consent and there's no "duped" exception.
No, appearance in court without contesting personal jurisdiction is consent and there's no "duped" exception.
Q: I'm creating a game that has people travel the city. If they are injured, am I liable? Do I need a waiver or insurance?
1 Answer
| Asked
in
Personal Injury, Products Liability, Business Formation and Business Law
for
Ohio
on
Answered on May 3, 2017
Answered on May 3, 2017
Peter Munsing's answer
As you describe it, if you make part of the rules they comply with all laws etc you shouldn't be liable. If it's a drinking game, that might be different.
As you describe it, if you make part of the rules they comply with all laws etc you shouldn't be liable. If it's a drinking game, that might be different.
Q: Can I contact an LLC's bank contacts, employers, etc informing them of a debt that is owed to me?
1 Answer
| Asked
in
Real Estate Law, Business Law, Civil Litigation and Collections
for
Ohio
on
Answered on May 2, 2017
Answered on May 2, 2017
Joseph Jaap's answer
If you make those contacts, then the LLC and its owners could sue you for slander, interference with business, and probably other claims that an attorney will include. Use the Find a Lawyer tab to consult a local attorney who can advise you on collecting your debt without getting into trouble. If the debt is $100K, and the LLC has assets to pay that amount, then you should be prepared to pay an attorney yourself to sue the LLC to collect on the note.
If you make those contacts, then the LLC and its owners could sue you for slander, interference with business, and probably other claims that an attorney will include. Use the Find a Lawyer tab to consult a local attorney who can advise you on collecting your debt without getting into trouble. If the debt is $100K, and the LLC has assets to pay that amount, then you should be prepared to pay an attorney yourself to sue the LLC to collect on the note.
Q: Can an old business partner collect debt from our time together if there was no expense contract only a lease?
Joseph Jaap's answer
Anybody can file a lawsuit. Whether a plaintiff wins depends on the facts, circumstances and evidence presented to the court. He could file in small claims court. Verbal contracts can be enforced by the court, but if there is differing testimony, with nothing to corroborate two conflicting versions, then it is difficult for the plaintiff to prove the claim.
Anybody can file a lawsuit. Whether a plaintiff wins depends on the facts, circumstances and evidence presented to the court. He could file in small claims court. Verbal contracts can be enforced by the court, but if there is differing testimony, with nothing to corroborate two conflicting versions, then it is difficult for the plaintiff to prove the claim.
Q: Is an operating agreement same as lease agreement between a holding & operating LLC?
Glenn B. Manishin's answer
No, an operating agreement governs how an LLC enitity is run among its members (essential shareholders), including division and distribution of profits, not an agreement between two or more LLCs or other legal corporate entities.
No, an operating agreement governs how an LLC enitity is run among its members (essential shareholders), including division and distribution of profits, not an agreement between two or more LLCs or other legal corporate entities.
Q: Does a Publicly Traded Co. have to treat allof its customers the same regarding payment, interest rate and late fees
Joseph Jaap's answer
Not necessarily. They can't engage in illegal discrimination or discriminatory business practices, but there are many businesses that offer different terms to different customers based on many different factors. If you have a specific issue, then you should use the Find a Lawyer tab to consult a local attorney who can review the specifics of your concern and advise you.
Not necessarily. They can't engage in illegal discrimination or discriminatory business practices, but there are many businesses that offer different terms to different customers based on many different factors. If you have a specific issue, then you should use the Find a Lawyer tab to consult a local attorney who can review the specifics of your concern and advise you.
Q: I have a business in ohio registered name since 1990. I just found out another company is using my name, same business.
Joseph Jaap's answer
You need to speak with an attorney about possible legal action. Whether or not you have a legal remedy, or can stop the other business from using the same name, depends on many factors. If they have been using it a long time, there might not be much you can do. You might have waited too long, and they are in a different state. If you had registered your business name as a service mark and/or trademark with the US Patent and Trademark Office, you might have had better options. Use the Find...
You need to speak with an attorney about possible legal action. Whether or not you have a legal remedy, or can stop the other business from using the same name, depends on many factors. If they have been using it a long time, there might not be much you can do. You might have waited too long, and they are in a different state. If you had registered your business name as a service mark and/or trademark with the US Patent and Trademark Office, you might have had better options. Use the Find...
Q: What kind of lawyer do i need for a commercial lease i want out of due to building problems caused by old water damage
Joseph Jaap's answer
Talk to the lawyer you worked with when you signed the lease. If you didn't use a lawyer, then use the Find a Lawyer tab to consult a local real estate attorney. The attorney can review your lease and advise you who has the responsibility to make repairs. If you were given an opportunity to inspect the premises before you entered the lease, or if the lease says you took the premises as-is, then you might not be able to get out of the lease, unless the landlord knew of a serious issue and did...
Talk to the lawyer you worked with when you signed the lease. If you didn't use a lawyer, then use the Find a Lawyer tab to consult a local real estate attorney. The attorney can review your lease and advise you who has the responsibility to make repairs. If you were given an opportunity to inspect the premises before you entered the lease, or if the lease says you took the premises as-is, then you might not be able to get out of the lease, unless the landlord knew of a serious issue and did...
Q: My wife works for a salon. She is an employee of the company and she doesn't rent a chair. Her salary is commisson
Joseph Jaap's answer
If you don't get any responses here on Justia, talk to your tax preparer or a business tax accountant. They would be familiar with these IRS rules for employees.
If you don't get any responses here on Justia, talk to your tax preparer or a business tax accountant. They would be familiar with these IRS rules for employees.
Q: Transferring ownership of single member LLC from father to son in Ohio, what needs to be done for this to happen?
2 Answers
| Asked
in
Business Law, Contracts and Mergers & Acquisitions
for
Ohio
on
Answered on Feb 1, 2017
Answered on Feb 1, 2017
Glenn B. Manishin's answer
The IRS assigns EINs to the legal entity, not individual member(s). As a single-member LLC, a sales agreement transferring your LLC shares (membership units) to your son should be sufficient. You should ensure as due diligence that the company's contracts with vendors, customers, etc., are all in the name of the LLC — if not, assign them first. Please note there may be federal income and/or gift tax implications if this transfer is for something other than fair market value and does not pass...
The IRS assigns EINs to the legal entity, not individual member(s). As a single-member LLC, a sales agreement transferring your LLC shares (membership units) to your son should be sufficient. You should ensure as due diligence that the company's contracts with vendors, customers, etc., are all in the name of the LLC — if not, assign them first. Please note there may be federal income and/or gift tax implications if this transfer is for something other than fair market value and does not pass...
Q: Can our warehouse supplier refuse to ship our orders because of past due invoices.
Joseph Jaap's answer
It would depend on any contracts between you and the supplier and the payment terms. If you have violated payment terms by not paying on time, then you would be in breach of the contract, and the supplier could then suspend or terminate further deliveries, and would likely not be liable if that harms your business. Supplier is not required to accept any payment plan terms that you might offer. Talk to a local business attorney.
It would depend on any contracts between you and the supplier and the payment terms. If you have violated payment terms by not paying on time, then you would be in breach of the contract, and the supplier could then suspend or terminate further deliveries, and would likely not be liable if that harms your business. Supplier is not required to accept any payment plan terms that you might offer. Talk to a local business attorney.
Q: Are non profit childrens sports programs required to conduct background checks on coaches? Ohio here.
Joseph Jaap's answer
Different associations might impose requirements on their member groups for background checks, like scouts. But the state does not generally require them. If you have a concern, talk to the leaders of the organization.
Different associations might impose requirements on their member groups for background checks, like scouts. But the state does not generally require them. If you have a concern, talk to the leaders of the organization.
Q: Can i withhold getting a final inspection on a project for a customer that has failed to pay on previous projects?
Joseph Jaap's answer
To preserve your mechanics lien rights under Ohio law, you should be obtaining a Notice of Commencement from the project owner on each job and timely sending a Notice of Furnishing to be able to claim mechanic's lien rights. Then if you aren't paid, you should be filing a Mechanic's Lien affidavit within 75 days of your last day of work on the project, and then send a copy of that to the GC and project owner within 30 days. You can also send copies of the lien to any construction lenders....
To preserve your mechanics lien rights under Ohio law, you should be obtaining a Notice of Commencement from the project owner on each job and timely sending a Notice of Furnishing to be able to claim mechanic's lien rights. Then if you aren't paid, you should be filing a Mechanic's Lien affidavit within 75 days of your last day of work on the project, and then send a copy of that to the GC and project owner within 30 days. You can also send copies of the lien to any construction lenders....
Q: I would like to know if it is illegal to break a company's terms of sale agreement regarding reselling merchandise
Matthew Williams' answer
It is illegal to create accounts in other people's names, yes. That should be obvious enough.
It is illegal to create accounts in other people's names, yes. That should be obvious enough.
Q: I live in Ohio and submitted a home fence project for bids. A company in Indiana won the bid.
Matthew Williams' answer
At this point, it may be best to engage an attorney to contact them and get the check returned so you can hire another company. Alternatively, you could file a lawsuit for breach of contract and conversion, or call the police. Many police departments have begun treating these got the money and never started work construction issues as thefts.
At this point, it may be best to engage an attorney to contact them and get the check returned so you can hire another company. Alternatively, you could file a lawsuit for breach of contract and conversion, or call the police. Many police departments have begun treating these got the money and never started work construction issues as thefts.
Q: How can I find out if a company out of state really exists?
Matthew Williams' answer
The secretary of state's website generally has a search feature allowing you to find out whether a company is registered in that state as a corporation, and who registered it. However, the minimal requirements for registering a corporation, can make it difficult to determine how real a registered company is.
The secretary of state's website generally has a search feature allowing you to find out whether a company is registered in that state as a corporation, and who registered it. However, the minimal requirements for registering a corporation, can make it difficult to determine how real a registered company is.
Q: I filed an LLC in Ohio, two other general members don't work on it. Do I need to change to a Sole proprietorship?
Matthew Williams' answer
If they will agree to the change in membership you can just keep the LLC with you as the sole member. Would they oppose such a thing?
If they will agree to the change in membership you can just keep the LLC with you as the sole member. Would they oppose such a thing?
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