Our Frequently Asked Legal Questions

What if my buyer backs out at the last minute? Will I have to go to court to settle my contract dispute? Do I need a trust if I already have a will? We answer questions like these—and many, many more—in our Frequently Asked Questions.

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  • How does the CARES Act affect changes imposed by the SECURE Act?

    IRA and 401K Road SignsThere is very little that the COVID-19 pandemic hasn’t touched since first disrupting our daily lives in March of 2020. Work, school, healthcare, restaurants, retail businesses, government agencies, mail delivery, and much more have been affected by shutdowns and interruptions of services. Ohio responded swiftly and drastically, possibly saving us from a much worse outcome. Needless to say, we are not out of the woods yet, but as the initial panic subsides for many of us, we might be looking at the future a little differently and wondering what we should do about retirement and estate planning.

    For people with Independent Retirement Accounts (IRAs), changes that went into effect in January of 2020 and COVID-related exceptions to those changes might be a source of confusion. We take a look at two recent federal acts that address retirement savings accounts: the SECURE Act and the CARES Act.

    What Did the SECURE Act Change?

    The Setting Every Community Up for Retirement Enhancement (SECURE) Act was passed by Congress in 2019 to overhaul the retirement savings system in the U.S. Under the Act, which went into effect in January of 2020, people with IRAs and 401k plans no longer have to start withdrawing from the account at age 70½. Instead, they can wait until they turn 72. This gives them 18 more months to earn interest and put off paying income tax.

    Another significant change has to do with how beneficiaries other than a spouse can receive funds after the death of the account holder. While beneficiaries used to be able to withdraw money over the course of their lifetime, they now have to empty the account within ten years. If there are significant funds in the account, the beneficiaries could owe substantial income tax, and they could be pushed into a higher tax bracket. This change means that some IRA holders should meet with an estate planning attorney or financial advisor to discuss changing how their IRA is distributed. This is an especially good time to meet with an advisor about your IRA because the government’s COVID-19 aid package, the CARES Act, also impacts these accounts.

    What Does the CARES Act Say About Retirement Accounts?

    The Coronavirus Aid, Relief, and Economic Security (CARES) Act was passed in March to help Americans affected by the coronavirus pandemic. Along with providing stimulus checks to many taxpayers, the Act also loosens up some of the restrictions that are normally in place for accessing retirement funds. Under the CARES Act, if you have contracted the coronavirus or lost income or childcare because of it, you may be eligible to:

    • Take a penalty-free distribution up to $100,000 of your retirement savings, even if you are younger than 59½.
    • Borrow $100,000 or 100% of your vested account balance (whichever is less) from a qualified retirement plan during the 180-day period beginning on March 27, 2020. You will have three years to pay this back without penalty.

    These options could provide people who have money tied up in an IRA an opportunity to invest in a family business or redistribute funds in a way that helps them now and protects their heirs in the future. Everybody’s situation is unique, and in our constantly changing world, it’s hard to know what you should do without talking to an expert about your specific situation.

    What Should You Do Now If You Have an IRA or 401k?

    Given the changes that went into effect in January under the SECURE Act and the opportunities provided by the CARES Act, now is a better time than ever to meet with estate planning attorney Ed Littlejohn to review your plan and find out how you can make the most of these new laws. Along with ensuring that you have all of the necessary and important estate planning documents in place, Ed will help you understand how the recent legislation could help you and your family during this uncertain time—and for many years to come. Call our office or fill out the contact form on this page to get started today.


  • Why do you recommend a healthcare power of attorney over a living will?

    Living Will Paperwork With GavelA well-meaning family member or even your doctor may advise you to create a living will to document your wishes for your care if you are unable to make treatment decisions for yourself. However, while a living will is a legally binding document that will be respected by caregivers if you become incapacitated, the estate planning attorneys at Littlejohn Law recommend that you instead draft a healthcare power of attorney.

    Why Is a Healthcare Power of Attorney Better Than a Living Will?

    A living will declaration is a simple document that is often available as a free, fill-in-the-blank form. In Ohio, a living will does the following:

    • Documents your wish that life-sustaining treatment be either administered or withheld if you are unable to make informed medical decisions. If you indicate that you want treatment to be withheld, this document effectively serves as a Do Not Resuscitate (DNR) order.
    • Indicates if you wish to donate your organs.
    • Provides the names of people you would like to be contacted in the event of your death.

    Under Ohio law, a living will declaration is applicable only to individuals in a terminal condition or a permanently unconscious state.

    What this document cannot do is take into account the specific circumstances of your illness or incapacity. A healthcare power of attorney, on the other hand, is a much more flexible option. With this document, you designate a trusted person, known as the agent, to make healthcare decisions on your behalf. The advantages of this option include the following:

    • Your agent can assess your current situation and, in consultation with medical professionals, make decisions about your care.
    • You do not have to be in a terminal condition or permanent unconsciousness in order for your agent to make decisions.
    • You can make your wishes known and give additional instructions regarding organ donation, end-of-life care, and more in the healthcare power of attorney document.

    Healthcare powers of attorney allow for better decisions to be made on your behalf and are most effective when you discuss and update your wishes with your agent when you are healthy.

    Talk to Our Team About Your Options

    Regardless of your age or the current condition of your health, we recommend including a healthcare power of attorney in your comprehensive estate plan. When we meet to discuss your plan, we will be happy to explain the limitations of a living will and the benefits of a healthcare power of attorney. Fill out the form on this page or call our office to talk to a member of our team today. It's never the wrong time to think about your estate plan!


  • Ohio Valley Law Firm answers Frequently Asked Questions about Trusts.

    How much time will be devoted as Trustee? 

    Once a Trust is established do we need an Attorney to move assets?

    What if the 5 year look-back changes, will I be grandfathered in with my assets?

    Can I downsize and get a smaller house? 

    Can the Trustee get sued for something that’s wrong with my house when they decide to sell it?

    Q: How much time will be devoted as Trustee?

    In general, Trustees have limited daily involvement when it comes to Trust. Most of the time devoted by a Trustee arises when a beneficiary decides to receive withdrawals or a grantor wants to add an asset to the Trust. Other than that a Trustee is generally on call or waiting until someone needs something.

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    Q: Once a Trust is established do we need an Attorney to move assets?

    No, a good estate planning attorney will sit-down with the Trustees and explain to them their duties and responsibilities as a Trustee. Once the Trustee gets the idea of how it works the Trustee can handle the day-to-day aspects of the Trust, if any are required. In this situation, your estate planning attorney will only be used in cases of emergencies or when the Trustee has no idea what to do.

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    Q: What if the 5 year look-back changes, will I be grandfathered in with my assets?

    The 5 year look-back is exactly what it is a 5 year look back. In essence, the government will look-back to the last 5 years to determine what assets that you had. But there is no-grandfathering if the law changes.

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    Q: Can I downsize and get a smaller house? And if so does the 5 year look-back start again?

    Yes, you can get a new house. But remember once your assets are in the Trust, they are owned by the Trust. Therefore, the Trustee would have to decide to get a new house for you. The 5 year look-back would not start again because you are not buying a new house or taking possession of a new asset, but rather it is the Trust by way of the Trustees that are doing so.

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    Q: Can the Trustee get sued for something that’s wrong with my house when they decide to sell it?

    In general, courts will not hold a Trustee liable for something that they did not know. However, if the Trustee actively participated in the concealment or some sort of fraudulent activity then the Trustee could be held responsible.

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  • Ohio Valley Lawyer answers Frequently Asked Questions if you're in a car accident.

    If the accident resulted in minor damage, or the other party admits fault, should I call the police?

    What type of information should I collect?

    Should I take pictures of the incident?

    Do I speak to other party’s insurance company if they call me or should I wait to contact a lawyer?

    How long should wait until I report the accident to my insurance company?

    What happens if I don’t have full coverage on my vehicle?

    What if I am not satisfied with the insurance companies estimate of damage to my vehicle?

    What type of doctor should I go to?

    How do my medical bills get paid?

    When do I stop treatment?

    What can I recover?

    What is Pain and Suffering?

    What are the benefits of having a Lawyer?

    How does my lawyer get paid?


    Q: If the accident resulted in minor damage, or the other party admits to fault, should I call the police?

     Yes. A common mistake that some people make is not calling the police in these types of cases. Even though there are relatively minor damages to your vehicle, having the police come out and document the incident helps determine who is at fault and provides an “almost” accurate of the events in the form of photographs and written statements.  

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    Q: What type of information should I collect?

    Try to write down as much information as possible in the accident aftermath, including: driver and passenger names, phone number and address of other drivers, license plate numbers, insurance information or card, makes and models of all vehicles involved, contact info for any eyewitnesses, location of the accident, and the name and badge number of any responding police officers. If a witness is there get their information before they leave. Sometimes bystanders and onlookers only stay until the police arrive. Get their names and phone numbers, if possible.

    Depending on the nature and extent of the damages done to your vehicle and whether anyone is significantly injured, the police may collect all of this information and document it in their report. But for minor accidents, its best if you get as much information as you can.

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    Q: Should I take pictures of the incident?

    Take photographs of any damage to your vehicle as soon as possible after the accident. Photos helps your insurance adjuster determine how much you should be compensated for the damage to your car and can help in court. Pictures of your car before the accident can offer a great "compare and contrast" to show the true extent of the damage sustained in the accident.

    Be wary of adjusters asking for copies of the photographs and insinuating that minor damage to the vehicle means minor injury to the person. And that just isn’t the case. Relatively minor car crashes have resulted in whiplash and other significant soft tissue damage injuries.

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    Q: Do I speak to other party’s insurance company if they call me or should I wait to contact a lawyer?

    DON’T speak to the other party’s insurance adjuster because they are recording your statements and anything you say will be used against you in your case and other legal proceedings. Contact a personal injury attorney shortly after the accident and let them handle all the legal matters including speaking with the other party’s insurance company and in many instances your own insurance company too. If called by the other insurance company, be polite, but ask them to call your attorney to arrange an interview. In many instances, they try to pressure you into believing that you don’t need a lawyer. Just remember they’re building a case against maximum recovery.

    If you speak to the other driver or witnesses don’t admit to anything. For example, if you say, "I'm so sorry I ran that red light! Is everyone okay?" you may be admitting legal liability for what happened. Immediately after an accident, it might not be clear who was at fault. Therefore, try not to admit anything unintentionally or unnecessarily.

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    Q: How long should wait until I report the accident to my insurance company?

     Many insurance companies have time limits on when a claim can be filed normally no more than 10 days, so promptly tell your insurance company you’ve been in an accident. It's best to know what your own insurance covers ahead of time -- you don't want to find out you'll be paying for a rental car out of pocket. So, it’s important to read over your policy and know what type of coverage you have.

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    Q: What happens if I don’t have full coverage on my vehicle?

     The term “full coverage” is often misleading. Most people who say they have “full coverage” really mean they have liability and comprehensive and collision coverage. Liability coverage helps pay for damage that you cause in an accident, while comprehensive and collision coverage can help repair damage to your car or replace it altogether. And depending on the type of coverage you may get a rental car.

     So even if you don’t have “full coverage” on your vehicle and someone crashes into your car, then their liability coverage will cover the damages up to the amount of insurance coverage that they have. In the event that they are underinsured or uninsured, then your uninsured motorist coverage will cover the damages up to the amount of insurance that you purchased.

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    Q: What if I am not satisfied with the insurance companies estimate of damage to my vehicle?

    Obtain your insurance company's damage valuation. If you aren't satisfied with how your insurance company has valued your vehicle, don't give up. Get two independent repair estimates or replacement quotes for comparable vehicles. If you can't agree on your car's value consult an attorney immediately. The insurance company wants to get you into a car as soon as possible to minimize on rental car expenses, if you decide to get one.

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    Q: What type of doctor should I go to?

     If you’re injured then you should go to the Emergency Room immediately. If you’re not sure, then you should go to your primary care physician or family doctor. Your doctor will establish a treatment plan and/or make a recommendation for appropriate type of doctor such as a chiropractor, physical therapist, or maybe even neurologist.

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    Q: How do my medical bills get paid?

     If you’re injured in a car accident there are 4 common ways that medical bills get paid:

    1. Auto Insurance provider with Medical payments depending on the amount of “medpay” that you have.
    2. Your Health Insurance provider pays your medical bills now and gets reimbursed from any proceeds. This applies even if you have Medicare/Medicare Advantage or Medicaid as a health insurance provider.
    3. Medical Facilities enter into an agreement to provide services now and receive compensation once your case has been settled.
    4. No One pays them and they get sent to collections.

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    Q: When do I stop treatment?

     From time to time, someone will ask when they stop treatment and the truth of the matter is that you stop treatment once you are feeling better. Many chiropractors and physical therapist want patients to come 3 to 4 times per week for treatment, which may not be practical or feasible depending on your work schedule. But at the same time, you don’t want the insurance adjuster to make the claim that you didn’t follow your health care provider’s treatment plan.

     Continue treatment until you are completely better or until your health care provider has determined that you are as good as you will get based on your injuries. In Ohio, Pennsylvania, and West Virginia you have two years to bring a lawsuit for bodily injury and in some instances people continue treatment after their case has been resolved.

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    Q: What can I recover?

     You can recover all of your medical expenses, pain and suffering, disfigurement, damage to your vehicle, loss wages and loss of consortium (which is the effect of your injuries on your relationship with your spouse).

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    Q: What is Pain and Suffering?

     In personal injury cases, such as ones involving car accidents, pain and suffering refers to a particular type of damages that a victim may be compensated for. Pain and suffering, in legal terms, is the physical, emotional, and mental distress you suffer as a result of the accident. This includes the physical pain from actual injuries (broken bones, burns, aches, bruises, etc.) as well as emotional pain, such as depression or embarrassment from scarring or deformities. These damages may be permanent or temporary and may not become evident for some time following the accident that caused them.

     Pain and suffering are typically considered part of the “general damages” recoverable from an insurance company settlement or in a lawsuit. The specific amount of money awarded for pain and suffering depends on many different factors in an accident case. It’s best to consult with an attorney experienced in these types of cases. Give us a call today at 740.346.2899.

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    Q:What are the benefits of having a Lawyer?

     Attorneys can keep track of all your medical treatment including any doctors, physical therapists, chiropractors, or other medical professionals that you receive treatment from, and each medical provider that referred you to other caregivers. They can also request copies of all medical reports and bills as these help you prove your medical expenses later. Medical expenses are relatively easy to document but pain and suffering is harder to prove. Be sure to keep a record of how your injuries have impacted your daily life including any missed workdays, list any routine activities you can't undertake, and describe how the injuries have affected your family life.

     Most importantly, an attorney can also negotiate a settlement between you and the insurance company. There is a lot of work that goes into this by confirming that all your physical injuries have been treated. Some injuries don't show up or reach their greatest level of discomfort until many days, weeks, or months later. Don't settle a claim until you know you'll be compensated for all your injuries and consult an attorney before signing any settlement documents. An attorney can help you maximize your recovery if you're injured or better defend yourself if you're at fault.

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    Q: How does my lawyer get paid?

     Many personal injury attorneys work on a contingency fee basis, which means that they only get paid if they get money for you. Feel free to contact our Personal Injury Team today for a free evaluation of your case. 740.346.2899. 

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  • What Not to Do if you're in a car accident?

    Leave the Scene after an accident: You've collided with another car but the damage is minor. No one appears to be injured at first glance. So you may think its ok to drive away, right? Actually, you're not. Regardless of whether a wreck looks serious, you always have to stop, check on the other person involved, exchange insurance information and report it to law enforcement. If you don't, you've committed a crime.

    Forget to Call 911: Some people may believe that if no one was hurt in a wreck, it's not necessary to call 911 and report the accident. This is actually a very bad idea, and here's why. Let's say you and the other driver make a sort of a "gentleman's agreement" to let the insurance company handle things, but not to report the wreck to police. But even if the other driver seems sincere, how do you know their insurance is up to date? Or even real? How do you know the driver that hit you doesn't have active arrest warrants? Also, someone may be in need of medical attention, so it never hurts to call and report what happened.

    As many as one in seven drivers has no car insurance. Many are skirting the system by carrying a fake or expired insurance card. If you don't get a police report documenting your collision, what proof do you have that it even happened? It can help speed up the claim if you get a police report.

    Lose your cool: A car crash is never a pleasant experience. Afterward, your emotions are usually running high and you may even be injured. In spite of this, it's never a good idea to lose your cool, especially at the other driver. (Yes, even if the wreck was their fault.)When you're dealing with the other driver, the first thing to ask is, "Are you alright?" Don't start laying blame on them or yelling at them. It's not going to fix anything and it's not doing anyone any good. Take some deep breaths and stay calm. You need to be in a good frame of mind to assess the situation and do everything you need to do in terms of documenting the accident.

    Forget your proper documentation: Don't forget to properly document the wreck and get the right insurance information from the other motorist. Try to clear your head and figure out exactly what happened. What were you doing just before the crash? What street were you on, and in what direction were you headed? When did the other driver enter into the picture? You'll need to have a consistent and accurate account of the wreck to give to law enforcement and insurance providers. You may even find yourself telling this story several times.

    Neglect the Aftermath. First of all, were you injured in the accident? Have you had pain or persistent health problems since it happened? If so, you need to see a doctor right away. You may also want to get in touch with a lawyer if you think you're facing big medical bills. And if another driver is threatening legal action against you, you'll probably need to get a lawyer of your own.

  • Frequently Asked Questions About Small Claims Court

    What is small claims court?

    What’s the difference between small claims court and county court?

    Can a lawyer represent me in small claims court?

    Who can sue or be sued in small claims court?

    How do I file my claim and how long does it take?

    I’ve been sued, what do I do?

    Can the claim be settled before the hearing?

    How do I prepare for my court date?

    Q: What is small claims court?

    A: Small claims is a division of a municipal or county court designed to provide easy court access to non-lawyers. The cases are heard by a magistrate, who is a lawyer appointed to resolve the dispute. Small claims courts handle cases involving only monetary damages of no more than $3,000.
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    Q: What’s the difference between small claims court and county court?

    A: A county court is similar to a municipal court, but it covers a territorial area. For both county and municipal courts, the court can hear cases which do not exceed $15,000 dollars. In many instances, a county court has a small claims court within it that is presided over by a magistrate.
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    Q: Can a lawyer represent me in small claims court?

    A: Yes, an attorney can represent you in small claims court, but it is not required. In fact, the goal is to make the court accessible to non-lawyers. When you file the complaint and represent yourself in court, you are appearing pro-se.
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    Q: Who can sue or be sued in small claims court?

    A: In general, anyone 18 years or older can sue or be sued in small claims court. A minor under the age of 18 may file a lawsuit through a parent or guardian. Corporations, partnerships, and limited liability companies may be sued in small claims court. You may present evidence concerning your side in a dispute, but you may not engage in advocacy. If you advocate on behalf of an organization, you may violate rules about the unauthorized practice of law.
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    Q: How do I file my claim and how long does it take?

    A: You begin a lawsuit on a small claim by filing a formal statement of claim with the small claims court. Your statement must contain a description of the nature and amount of your claim.
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    Q: I’ve been sued, what do I do?

    A: Remember, if someone has filed a small claim against you, the court will send you official notice. The notice and its attachments will give you important information, such as the name and address of the plaintiff, the basis and the amount of the claim, the name of the court where the claim was filed, and the date & time that you must appear to resolve the claim.

    In many cases, the official notice from the court will also tell you how to respond to the claim, but the nature of your response depends on what you think about the claim that is being made.

    Whether you file a written response or not you must appear at the hearing on the date and time in the official notice.
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    Q: Can the claim be settled before the hearing?

    A: Yes, the claim could be settled before the hearing. For a settlement to occur, the parties must agree upon an amount to settle the claim and notify the court in writing. This is important because your written notice of settlement will be made part of the record and your case will then be dismissed.

    Be advised that the court will not return any fees or other court costs that were paid. So be sure to include that when you consider a settlement amount.
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    Q: How do I prepare for my court date?

    A: It doesn’t matter if you’re the plaintiff or the defendant, your job at the formal hearing (trial) is to give the judge the facts and convince the judge that he or she should decide in your favor. Don’t forget that the hearing is your opportunity to present your claim, defense, and counterclaim. Both sides will have an opportunity to present a case and evidence to support it.

    Before the hearing, collect your evidence, contact your witnesses, and make a written outline of your case. Your evidence may include:

    • Your testimony
    • The testimony of witnesses
    • Written items such as sales receipts, contracts, leases, warranties, promissory notes, IOUs, memos, notes, letters, postal return receipts, unclaimed letter notices, etc.
    • Items relevant to the case – for example, a piece of faulty merchandise on which your claim or defense is based
    • Photos or diagrams, perhaps of the damage to some item or the scene of the incident
    • Anything that can support your case may be useful as evidence

    Be on time to the hearing. You don’t want to lose simply because your case was called and you were not there.
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  • Frequently Asked Questions About Business Law

    What is business law?

    What factors should be considered in choosing the type of business form for my business?

    What is the difference between a subchapter C and S corporation?

    What does it mean to “pierce the corporate veil?”

    What is the difference between a joint venture and a partnership?

    What is a non-profit corporation?

    How often should a corporation hold meetings and update its minutes?

    Is it a good idea to have a Buy-Sell Agreement?

    What does involved in a corporate merger?

    I am planning on starting a business with a business associate, but I am not sure how to set it up. What is the best way to do it?

    My partner and I do not agree on how to run our business. I am considering buying him out. I am not sure what to offer him. How do I buy out my partner without losing everything?

    I think that our best move is to declare bankruptcy. If I do this, does it mean that I won’t owe any more to my vendors?

    I want to set up a Limited Liability Corporation (LLC). Will this protect me more than a sole proprietorship?

    My ex-partner is suing me. Even though his claims are not true, I am worried that I may lose thousands of dollars. What should I do?

    I’ve owned my business for years. What can an attorney do for me that I don’t already know?

    Q: What is business law?

    A: Business law encompasses the many rules, statutes, codes, and regulations that are established which govern commercial relationships and provide a legal framework within which business may be conducted and managed. Business law is highly diverse and includes areas, such as:

    • Business formation and organization
      • Transactional business law (contracts)
      • Business planning
      • Business negotiations
      • Mergers and acquisition
      • Divestitures
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    Q: What factors should be considered in choosing the type of business form for my business?

    A: Although there are many important things to think about when choosing a business form, some of the main considerations include your preference of tax treatment, how you intend to capitalize the business, whether you plan to issue stock and trade it publicly, how you intend to structure the management of your business and issues surrounding the liability of the business owners, among other things. It is very important to plan your business and to work closely with someone who can help you choose the business form that will meet your needs.

    How can a properly established business entity, such as a corporation, shield me from personal liability for business debts and obligations?
    Personal liability arising from business obligations can devastate the accumulated wealth of a lifetime of work. Personal liability may extend to business losses, but other obligations may also reach individuals, including:

    • Damage awards in lawsuits
      • Tax penalties
      • Back wages and benefit payments

    Limited liability offered by corporations and other business entities shelters business owners from personal liability. Nonetheless, if an owner or director performs certain personal acts, behaves illegally, or fails to uphold statutory requirements for corporate status, he or she may face personal liability despite the corporate shelter.
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    Q: What is the difference between a subchapter C and S corporation?

    A: The Internal Revenue Code allows for two different levels of corporate tax treatment. Subchapters C and S of the code define the rules for applying corporate taxes. Subchapter C corporations include most large, publicly-held businesses. These corporations face double taxation on their profits if they pay dividends: C corporations file their own tax returns and pay taxes on profits before paying dividends to shareholders, which are subsequently taxed on the shareholders’ individual returns.

    Subchapter S corporations meet certain requirements that allow the business to insulate shareholders from corporate debts but avoid the double taxation imposed by subchapter C. In order to qualify for subchapter S treatment, corporations must meet the following criteria:

    • Must be domestic
      • Must not be affiliated with a larger corporate group
      • Must have no more than one hundred shareholders
      • Must have only one class of stock
      • Must not have any corporate or partnership shareholders
      • Must not have any nonresident alien shareholders.

    Additionally, after a business is incorporated, all shareholders must agree to subchapter S treatment prior to electing that option with the Internal Revenue Service.
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    Q: What does it mean to “pierce the corporate veil?”

    A: Sometimes, courts will allow plaintiffs and creditors to receive compensation from corporate officers, directors, or shareholders for damages rather than limiting recovery to corporate assets. This procedure bypasses the usual corporate immunity for organizational wrongdoing and may be imposed in a variety of situations. The specific criteria for piercing the corporate veil vary somewhat from state to state and may include the following:

    • Courts may not allow owners to benefit from a corporation’s limited liability if the underlying business is indistinguishable from its owners.
      • If a corporation is formed for fraudulent purposes.
      • Courts may impose liability on the individuals controlling the business if a business fails to follow certain corporate formalities in areas such as record-keeping.
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    Q: What is the difference between a joint venture and a partnership?

    A: Joint ventures and partnerships share certain characteristics. A joint venture is a sort of partnership where two or more entities join together for a particular “short-term” purpose. In both partnerships and joint ventures, each partner has equal ability to legally bind the entire entity. A partner can represent the entire organization in the normal course of business and his or her legal actions on behalf of the joint venture or partnership create legal obligations.

    Though the powers of individual partners in a partnership or joint venture can be limited by agreement, such agreements do not bind third parties. Because business contacts outside of the partnership may have no knowledge of the limitations, they may be entitled to rely on the apparent authority of an individual partner as determined by the usual course of dealing or customs in the trade.
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    Q: What is a non-profit corporation?

    A: A non-profit corporation is a corporation formed to carry out a charitable, educational, religious, literary, or scientific purpose. A nonprofit corporation doesn’t pay federal or state income taxes on profits it makes from activities in which it engages to carry out its objectives. This is because the IRS and state tax agencies believe that the benefits the public derives from these organizations’ activities entitle them to a special tax-exempt status.

    The most common federal tax exemption for nonprofits comes from Section 501(c)(3) of the Internal Revenue Code, which is why nonprofits are sometimes called 501(c)(3) corporations.
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    Q: How often should a corporation hold meetings and update its minutes?

    A: Any time a corporation undertakes a major change or transaction, it should be reflected in its minutes. In addition, meetings of shareholders and directors should take place at least annually if for no other reason than to elect new officers and directors. Failure to adhere to the formality of regular meetings can jeopardize the corporation’s ability to shield its officers, directors, and shareholders from personal liability for the corporation’s actions.
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    Q: Is it a good idea to have a Buy-Sell Agreement?

    A: Corporations with more than one shareholder should seriously consider a buy-sell agreement. A shareholder’s death, divorce, disability, or termination of employment can create serious problems for a corporation and its other shareholders. A buy-sell agreement can help minimize these problems by providing for an orderly succession in such plans. Similar provisions are recommended for partnership.
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    Q: What is involved in a corporate merger?

    A: Like most corporate law, mergers are regulated at the state level. While these laws vary by jurisdiction, many aspects of the merger process are the same across the nation. Generally, the board of directors for each entity must initially approve a resolution adopting a plan of merger that specifies the names of the entities involved, the name of the proposed merged company, the manner of converting shares of both entities, and any other legal provisions to which the corporations agree. Each entity notifies all of its shareholders that a meeting will be held to approve the merger. If the proper number of shareholders approves the plan, the directors sign the papers and file them with the state. The secretary of state issues a certificate of merger to authorize the new corporation.

    Each state has its own corporate statutes that govern the procedure for mergers. Furthermore, state or federal agencies may wish to investigate the potential anticompetitive effects of a proposed merger. Because of the requirements and variables involved in merging, a corporation considering a merger should consult a lawyer who is experienced in mergers and acquisitions law.
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    Q: I am planning on starting a business with a business associate, but I am not sure how to set it up. What is the best way to do it?

    A: It depends on the circumstances and the type of business you are starting. It actually is quite important that your business is set up correctly from the beginning. You should contact a Steubenville business law attorney to help you determine the right legal set-up for your business. It could be a sole proprietorship, a partnership or a corporation. Call Littlejohn Law, LLC so we can help you decide the best type of business set-up for your company.
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    Q: My partner and I do not agree on how to run our business. I am considering buying him out. I am not sure what to offer him. How do I buy out my partner without losing everything?

    A: Each case is different. There are several factors involved when buying out a partner. There is how much equity is in the company currently, how much inventory, and what the predicted future income of the company is. It is best when considering ending a partnership to contact Littlejohn Law, LLC to assist you. One can get into real problems with partnerships if the dissolution of the partnership is not done properly with legal counsel. The legal filings must be done correctly. Negotiations on the buy-out are vital. This is the right time for legal advice from Littlejohn Law, LLC. Our attorneys will work to protect you and increase the chances of a reasonable buy-out price from your partner.
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    Q: I think that our best move is to declare bankruptcy. If I do this, does it mean that I won’t owe any more to my vendors?

    A: There is more than one type of bankruptcy. It would be best if you are considering bankruptcy to discuss it with an attorney at Littlejohn Law, LLC. The situation you are facing with your company is individual. Not all kinds of bankruptcy mean that you will not owe your vendors. The bankruptcy court determines what is done to handle all outstanding liabilities of the company. Call an attorney at Littlejohn Law, LLC so we can help you figure out which bankruptcy type is the correct one for your situation.
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    Q: I want to set up a Limited Liability Corporation (LLC). Will this protect me more than a sole proprietorship?

    A: An LLC is similar to a corporation. You are protected by it legally in certain ways. However, the LLC is still liable and needs to have the standard protections such as insurances. It is important that if you set up an LLC it is done properly. You may be taxed either as a corporation or as a partnership, depending on how it is set up. It is recommended that you meet with an attorney from Littlejohn Law, LLC and get legal advice so that your LLC is set up as you envision it, and the legal protection you are seeking is maximized.
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    Q: My ex-partner is suing me. Even though his claims are not true, I am worried that I may lose thousands of dollars. What should I do?

    A: Business litigation is a specific area of the law. In business disputes, it is crucial that you have an attorney that is familiar with business law. It is vital that you immediately contact a business law attorney from Littlejohn Law, LLC to discuss your case. The attorney will work to increase the chances of a good outcome in your dispute and will protect your rights.
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    Q: I’ve owned my business for years. What can an attorney do for me that I don’t already know?

    A: We know that anyone who has started their own business – or even people who are on the cusp of their own business start-up – possess an entrepreneurial spirit, discipline, and great ambition. These are great qualities to have, and in fact, are needed in many business lawyers. So, you may believe that you are qualified to take on your own legal matters, but the truth is, business laws are so complex that we would hate for one complication or one oversight to ruin the business that you have built in a lifetime.

    Every aspect of business law is complicated, and every business is unique. As a result, someone who does not know Ohio’s business laws inside and out cannot utilize these laws to their advantage. So, why choose us? With a knowledgeable and experienced contract attorney, you can end up protecting your business, saving money, planning effectively for the future with a commercial estate plan, and avoiding costly litigation cases like contract disputes or disgruntled employee cases. In addition to protecting your business, an attorney can assist you in other matters as well. If you are contemplating growth or company expansion, we can assist you with business partnerships, business formations, or buying or selling a business.
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    Contact a business law attorney at Littlejohn Law, LLC in Steubenville, OH if you have questions about setting up a business, or need legal protection in a business dispute.

  • Frequently Asked Questions About First-Time Real Estate Purchases

    I have just signed a contract to purchase real estate. What should I do next?

    Why do I need an attorney?

    Why do I need a home inspection?

    What are the different ways to hold title to property?

    Q: I have just signed a contract to purchase real estate. What should I do next?

    A: Immediately after signing the contract, follow these steps for a successful closing:

    1. Contact attorneys to discuss legal representation. Your realtor will provide names and numbers. Ask the attorneys what their closing fee will be, if the fee includes the title exam, and whether the fee will be waived if the contract fails to close.
    2. Deliver a copy of the signed contract to the attorney you retain. Your attorney needs the contract to order the title work and ensure that your rights are protected. Your attorney should be retained and given a copy of the contract within one week of it being signed.
    3. Apply for a mortgage loan. To expedite the loan approval process, immediately deliver copies of the following documents to your lender: the contract; two years of W2’s; a year-to-date paycheck stub; three years of tax returns; and current bank statements.
    4. Retain a home inspector and a termite company to examine the property, and a surveyor to plat its boundaries. Your contract has deadlines on reporting property or title defects to the seller. Ask either your attorney or realtor to assist you with these matters.
    5. Apply for hazard and flood insurance policies. To expedite the underwriting process, immediately provide the following information about the residence to your insurance company: the year it was built, the number of heated square feet, the type of construction, and its elevation above sea level.
    6. Be prepared to obtain a certified bank check for the funds needed to close the contract. A personal check is not acceptable. Your attorney will let you know the exact amount needed to close the day before closing.
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    Q: Why do I need an attorney?

    A: Ohio real estate law is quite complex and you need an attorney to examine the title records for prior conveyances, liens, encumbrances and errors in the deeds within the chain of title.

    The purchase of a home is the biggest investment most of us will ever make, and a real estate closing is a complicated legal process involving the execution of many legal documents which have significant financial implications; for example, the contract of sale, promissory note, mortgage, settlement statement, deed, and many other documents. An attorney will examine the closing documents on your behalf to make sure your rights are protected. Anxiety is a natural part of buying or selling a home, and the guidance of a competent attorney can reduce anxiety and make it a positive experience for you.
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    Q: Why do I need a home inspection?

    A: The purchase of a home is probably the largest single investment you will ever make. You need to learn as much as you can about the condition of the property before you buy so that you can minimize unpleasant surprises and difficulties afterward.

    The standard home inspector’s report will review the home’s heating and air conditioning system, interior plumbing and electrical systems, the roof attic and visible insulation, walls, ceilings, floors, windows and doors, foundation, basement, and visible structure.

    Your real estate contract may obligate the seller to repair any defects to the home. However, unless you notify the seller of the defects prior to closing and request that they be remedied, you may lose your right to have the seller make the repairs.

    A home inspector is typically contacted immediately or within a few days after the contract has been signed. Do not delay in ordering the home inspection or delivering a copy of the inspection report to the seller; often, the contract will limit the seller’s repair obligations to matters which the seller has received written notification of within 14 days of the contract date. Also, before you sign the contract, make sure there is an inspection clause in the contract, making your purchase obligation contingent upon the findings of a professional home inspection.

    Even if the home inspection proves the home to be in good condition, it was still a good idea to have one done. With the home inspection report in hand, you can complete your home purchase with full knowledge of the condition of the property and all its equipment and systems. You will also have learned many things about your new home from the inspector’s written report and will want to keep that information for future reference.
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    Q: What are the different ways to hold title to property?

    A: Most property owners hold title in one of three ways: sole ownership, tenants-in-common, or joint tenants.

    • Sole ownership: This is the most common way a single owner holds title. When the sole owner dies, his interest in the property is passed to whoever he names in his will or to his heirs (if he has no will) in accordance with the South Carolina laws of descent and distribution.
    • Tenants-in-common: Two or more people who take title to property usually take title this way. Tenants-in-common do not have to own equal interest in the property. For example, one owner could own one-third of the property and the other could own the remaining two-thirds. However, each tenant-in-common has an “undivided interest” in the property and a tenant’s interest cannot be broken down into a “you own this bedroom and I’ll own this bedroom” situation without a separate written agreement. Any of the tenants-in-common can sell their interest in the property to a third party without the consent of the other owners. When one of the tenants-in-common die, his interest in the property is passed to whoever he names in his will or to his heirs (if he has no will).
    • Joint tenants: This is the most common form of ownership between married people, although the tenants do not need to be married to take title as joint tenants. The most important aspect of joint tenancy is that there is an automatic right of survivorship. For example, if a husband dies and he and his wife held title as joint tenants, then his interest in the property automatically passes to his wife (even if his will provides for it to pass to someone else).

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