Ohio Business Legal Questions

I believe you are referencing OAC 109:4-3-02(A)(1).  Proximity in this section refers to how close the material exclusions, reservations, limitations, modifications, or conditions must be to the written or printed advertising the maker is trying to limit.  The Admin Code does not state how close it must be, but OAC 109:4-3-02(C) states that a footnote denoted by an asterisk or other symbol next to the offer being limited it not in close proximity to the offer. ... Read More

You are mixing apples and oranges.  Civil cases are cases brought by aggrieved parties to redress private wrongs, as opposed to criminal cases which are brought by the government to address crimes.  All small claims cases are civil cases. Whether a case belongs in small claims court, as opposed to another court handling civil matters, depends on the amount and type of relief sought by the plaintiff.  If the plaintiff seeks $500 damages and no other relief, he/she/it should sue in small claims court; if he/she/it seeks $100,000 damages, the case cannot be brought in small claims court, and must be brought in a court having jurisdiction over more substantial matters.   Also, in many jurisdictions, small claims courts do not have jurisdiction to afford relief other than damages, such as an injunction so that, regardless of the money involved, you may have to bring that case in a court of general jurisdiction, not small claims court.  I don't know that the jurisdictional limit on small claims court is in Ohio, but you should be able to find out on the Court's website, or by asking the clerk of the court.  There is also a question of whether you want to sue in Federal or State Court.  If your case presents a federal question, for example if at least one of your causes of action is based on the alleged violation of a Federal statute (depending on the particular facts, false advertising may be a violation of the Lanham Act, a Federal statute), you may have the choice of suing in either Federal or State Court.  Sometimes, you won't have a choice, as Federal Courts have exclusive jurisdiction over claims brought under certain Federal statutes, for example cases brought under the Patent Act.... Read More

It is perfectly legal to use any name you want, as long as you are not doing it for purposes of defrauding someone.  As long as you are not using another name to avoid creditors or the police, or to try to collect someone else's benefits or cash their checks, or for some other nefarious purpose, you should have no problem.... Read More

Based upon your description, essentially and the assumption that you are in Ontario and the rental space is in Ohio, not the other way around, you have a month-to-month sublease from him for the space for free.  He is giving you a gift, once a month.  Because he told you that you could use the space, you shouldn't have assumed that that would be for eternity. He has now changed the terms, or is at least trying to do so.  Using an analysis as a sublease, and believing that the space in in Ohio (I don't know Canadian law) he has the right to terminate your leasehold agreement, but has to give you at least one "period" notice.  So, he needs to give you a month's notice that the rules are different.  You have an argument that because of your location out of the country that he needs to give you more notice, but I don't really think much of that position. Now, it is your choice.  Do you want to stay there or move the things you have stored into another space?  Again, based on this analysis and the fact that you have no "writing" (you say nothing was signed, I assume that that means that nothing was sent by email or otherwise, even if not signed). It sounds like you need to get our of that storage space, collect the money that is owed to you and go on with your separate lives.... Read More

Yes, you can be compensated, but only you can decide whether it is worth it to you.  It is likely to be a hassle.  Also, it is likely that the dry cleaning ticket has one or more disclaimers on it, such as a provision limiting liaiblity to $50, or something similar.  Such disclaimers may not be enforceable, but it is not a sure thing.  You may get more satisfaction by simply sending a complaint to your local better business bureau, chamber of commerce, etc.... Read More

The problem that you have, if not legal, is your credibility.  The concept of No Refunds is if THEY cancel, not you.  The risk of not getting enough seats filled should be your business risk, not your customers.  The cost of the bus, even with less than all of the seats filled is likely less than you risk losing by canceling and a LOT less than you would likely lose when, not if, people start to sue you, even worse is when it gets out that you did this to people, people will not trust you again. You should refund all the money or give them the option to leave the money with you and apply it to the next trip, perhaps with some kind of additional incentive.  If you can't give them the money right now, let them know what happened.  Don't let them think that you abandoned them.  I would rather hear that you are short on cash and are going to get me my money back than dead silence.  People go to attorneys when there is dead silence.... Read More

You can always stop payment on a check before it's cashed, even if it isn't post dated.  By the way, post dating a check doesn't mean that the holder of the check can't deposit it.  By Ohio law, you can't post date checks.  The only real penalty is that the bank can ignore the date and accept the deposit. If the check is going to bounce, you better stop payment because there are some criminal penalties as well as banking penalties, for bouncing checks.  Stopping payment doesn't mean that you are off the hook for payment.  The company may still be able to sue you.  If you are going to stop payment, I recommend that you also send them a letter advising them that you have stopped payment so they don't deposit it and have it bounce as well as other problems happen with they might then try to add to the money that they will claim that you owe them. You may want to hire a lawyer to help you with this before it gets out of hand.  Your lawyer may be able to negotiate a settlement of the claim they have.  You might also consider whether you have signed anything in the franchise documents which gives you personal liability for the debt.  YOu may already have personal liability if your company isn't a corporation or LLC.  Find a local lawyer and bring him or her all of your documents relating to your company, the franchisor and your bank account.  Even it you think it it too much or the attorney doesn't need to know "that" let the attorney decide.  Sometimes little things can change the outcome or a matter for the good or bad.... Read More

Before you consider whether you should be getting a lawyer involved in this, you should probably talk to your parents.  Frequently, a parent placing a telephone call has a much more successful result than a minor. You may have a right to recover your money because you are a minor.  See if your parents can help.  They might even be able to get to the bottom of the ban.  Maybe them talking to the right person can get it resolved and you can get back online.  Good luck... Read More

In this day and age it sounds really unusual not only for your employer to have you handle asbestos, but for them to even HAVE it.  Also, just because something contains asbestos doesn't mean that it is dangerous.  As an example, Vinyl Asbestos Tile, contains asbestos, but it isn't friable.  You can sue if you actually have any damages from handling or being exposed to asbestos, but the way you say this is that you handled the tape and were sick soon after.  That is highly unlikely.  Asbestosis is a disease that builds up over time.  Perhaps I am reading too much into the way you wrote this, but the sickness sounds like it is unlikely to be related.  See your doctor.  Tell your doctor what happened.  Your doctor, not a lawyer, is the one who will be able to tell you if you are actually injured and have the right to recover either under workers compensation or as a personal injury. Having said that, if your employer is having you handle raw asbestos, that by itself is likely an OSHA violation.  Don't expect any recovery just because there is an OSHA violation, but OSHA will inspect and may fine your employer. For more information I have attached the OSHA link for Asbestos http://www.osha.gov/SLTC/asbestos/ ... Read More

Do you have a written agreement about your commission?  I have seen this type of arrangement before, but it is usually when it is in the form of a draw against commission.  The wages could also be in the form of a guaranteed minimum payment, not so much that it is a loan, but an advance in the event that you don't make enough by commission to cover what they promised you. Start with the document and see if you can find any answers.... Read More

The short answer to your question is likely what you looked at first, "What does Your Lease Say?"  If you have no relief there, is there anything in writing that they gave you promising that you would have that right? The problem with a written document like a lease is that it is the contract, the full agreement.  There is likely a paragraph that says just that, something like, "this lease contains all agreements between the parties concerning the rental of the premises.  All other discussions are hereby superseded.  The next possibility is, "who told you that you had that right?"  Have you spoken directly with them?  Can you guilt them in to acknowledging the truth?  Are there any other temporary signs?  Talk to the other tenants, were THEY allowed to put up temporary signs (actually, it may be your neighbors who don't want you to have a temporary sign). One possibility if you can get no relief otherwise is, "is the landlord willing to pay for your new signage and then amortize the cost of the sign over the remainder of your lease?  That could be the best of both worlds for you, even if you had to pay a small premium for the use of their money during the term of the lease.... Read More

If you are going to an attorney that knows what they are doing, don't worry about having a waiver in your hand when you first get there.  Among all of the things that you will need to do to start a business that is fairly simple for the right kind of attorney.  With that in mind, you don't necessarily need the most expensive attorney in town to help you, but you also should hire the attorney based on price, particularly hourly rates, alone.  Someone who knows what they are doing and charges $300/hour and is able to do what you want in 1/2 an hour is less expensive than the "cheaper" attorney who only charges $100/hour but will take 2 hours. The other issues you mention are also important, having yourself properly insured and either forming an LLC or a corporation will shield personal assets from claims, unless you personally were the one to cause the injury.  So, if you are negligently operating the boat and a person is injured, a claim will likely be filed against the company and you as the boat "driver," since you had control.  Which is why you need the proper insurance coverage.  My suggestion on insurance is to go to someone who handles business insurance for a living, not someone who handled home and auto insurance and, oh by the way, does business insurance, too.  The former will have a better understanding of exactly which coverage you need.  Again on pricing, the higher priced insurance companies often give you less headaches when it comes to handling claims.  I am not saying that you should hire the most expensive attorney or buy the most expensive insurance, just because they are the most expensive.  What I am saying is that you usually get what you pay for.  You have seen the commercials on television about what "Mayhem" can do if you buy the lower priced insurance. Liability waivers can be very strong, especially for claims for identified hazards, such as slipping on a wet dock, especially if the "wet dock" is something that is reasonably foreseeable hazard.  Alternately, a waiver of liability for injuries sustained by the negligent operation of the pontoon boat, when you slam it into that same dock and people fall down is weaker.... Read More

Assuming that your original business was a corporation or LLC (you say that you are the sole member in a LLC, but don't say whether that LLC is the one that you want to close), it has its own tax payer ID, separate from your social security number.  If you are planning to have the original company own the franchise, then you will keep the same ID.  Unless there is some good reason to do that, I can't imagine one based on your comment that you, "want no more of this company."  It sounds like you should just form a new company and hold the corporation in that company.  You can be the sole shareholder of more than one company and, if they are a separate entity like a corporation or LLC, each SHOULD have its own EIN number. Filing new corporate or LLC papers with the state is easy to do.  Some lawyers charge a few to several hundred dollars to prepare and file ALL of the paperwork.  Often, that is money well spent as they should help you choose which type of entity will be the most beneficial for you (some have different tax advantages depending on the type of business) and will prepare the remaining documents with you.  Some may also help you choose whether you should select Sub-S treatment for a corporation, although that is often best left to your accountant to work through your financial projections as there will be different tax treatments which could be beneficial or detrimental depending on your start up and growth expectations.... Read More

Taking your questions in order: Practically, if you want to raise money to fund a startup, you will likely need a business plan to be able to sell your potential investors on becoming actual investors.  A business plan doesn't necessarily need to be complicated, but it should answer their questions.  Be careful, however, as telling them what you are doing is one thing, but actually selling them on how good of an investment this is going to be is another which takes me to your second question; How much money you will need for legal expenses will depend on a lot of variables.  First, what do you expect your attorney to do, just fill in the blanks on the form that is filed with the Secretary of State?  You can do that yourself, just go to http://www.sos.state.oh.us/SOS/Businesses.aspx.  There is a lot of free advice there and the forms to be filed are available for free.  There are other important issues where attorneys actually earns their keep.  There are other documents (which have different names depending on the type of entity you choose), the choice of type of entity, the issuance of stock, the share journal, tax registration (you may have your accountant do this portion.  You will want to take with your accountant on the question of whether you want to elect Sub-S treatment, meaning that the company becomes a tax pass-through--shareholders pay tax on the income at their personal rate rather than the corporation paying its own tax FIRST then the shareholders paying tax--there are pros and cons to each).  There are several other issues.  One huge issue is the number of shareholders you anticipate having and whether they will all be Ohio residents.  If you don't fall under the "3-O exemption" of http://codes.ohio.gov/orc/1707.03 you will have to register the securities.  If you have to register the securities with Ohio, you will also have to register them with the SEC (something you DON'T want to do as it is WAY too expensive).  Because you don't want to lose this exemption, you will have to keep your initial shareholders under 10 and abide with a lot of other rules.  If you are having an attorney help you with the standard items, your fee is likely to be in the few to several hundreds of dollars.  If you aren't eligible to take the 3-O exemption, your fee will be tens of thousands of dollars, meaning that unless you are raising hundreds of thousands of dollars, the cost is just too high.  ... Read More

That's a great question. ESRB is not backed by the government. It is private and independent. It has a "certification mark" and based upon its professionalism and reputation in the community, the certifications it awards are considered worthy of adoption by others. I remember when J.D. Powers was appearing on the scene doing quality control for individual companies. Within a few years, for many reasons, the ratings of J.D. Powers became recognized as certifications of quality. You could open your own ratings company. In fact, many web sites for games have their own ratings boards based on numerous factors. The challenge is to attract the following, recognition and respect of your public. There is no "monopoly" issue here since ESRB has never been alleged to have taken any action forbidden by statute or to prevent any competition.... Read More

There are regularly studies of legal fields where employment is predicted to be highest. Patent law and immigration law regularly are near the top of the lists. My answer would be different. Life is long. Develop at least one passion and really develop it. There will be an area of law related to it. I remember seeing the first lawyer to specialize in motorcycle accidents as opposed to auto accidents. He and his clients and former clients would go bike riding together. Bikers know bikers, and the lawyer did what he loved and thrived. Good luck.... Read More

Sorry for the delay in responding. Your inquiry doesn't contain enough information to provide a sensible answer to your question. Have you been making monthly payments all along? Have the payments been accepted by the delaer without objection? What, exactly, does your documentation say about "spot financing" (the right to require you to return the car or refinance if their lender rejects your loan application)?... Read More

An incorporator can be liable for a debt of a corporation in formation if he or she enters into an agreement on behalf of the "corporation" prior to its formation.  At that point the incorporator is acting more like a sole proprietor and will have personal liability.  After the formation of the corporation the corporation can become liable for the debt either through a ratification (corporation assumes primarily liability, but incorporator is still liable) or a novation (the incorporator assigns the agreement to the corporation and the other party and corporation agree to release the incorporator and transfer the contract to the corporation.  The novation releases the incorporator). Once a corporation is "formed," meaning that the articles of incorporation have been filed with the Secretary of State and shares have been issued to shareholder(s), contracts can be made by the corporation in its own name.  As the corporation is a separate entity at that point, with some limited exceptions such as personal guaranties and reasons to pierce the corporate veil (very limited), neither the incorporator nor the corporation's shareholders, officers or directors will have personal liability, although if the shareholders will still be liable for the unpaid balance of their subscription amount to purchase their shares, if they have not yet paid it in full.  ... Read More

There are various things you can do in a closely held company partnership dispute, like file a temporary restraining order to let you back in, but to really determine what's going on, any attorney would need much more information.  You should reach out to an attorney to discuss the situation in more detail.... Read More