Nolan Law, LLCNolan Law, LLC2025-03-31T13:16:59Zhttps://www.nolanlawllc.com/feed/atom/WordPress/wp-content/uploads/sites/1502634/2020/02/cropped-favicon-nolan-law-32x32.gifOn Behalf of Nolan Law, LLC<![CDATA[Force majeure clauses in commercial leases can help landlords too]]>https://www.nolanlawllc.com/?p=482802024-08-19T01:20:23Z2024-08-19T01:20:23ZWhat a force majeure clause does
Some people call a force majeure clause an “act of God clause.” It is essentially a last line of protection for businesses that can no longer continue operating due to uncontrollable circumstances. Natural disasters, acts of terrorism and lengthy supply chain disruption can all potentially trigger a force majeure clause in a commercial lease.
Such clauses allow commercial tenants to essentially eliminate a commercial lease when they cannot continue using the rented space due to circumstances outside of their control. They can end the lease years early in some cases or negotiate with the landlord to cease rent payments until they can continue operating the company.
While such terms could be somewhat disadvantageous to landlords, it is possible to make them mutually beneficial. The landlord can also have protection from the obligation to continue providing rental space or the maintenance services they provide in unusual and extreme circumstances. In some cases, landlords may add force majeure clauses that protect them as the landlord to the contract without negotiating special terms with a tenant.
When a tenant requests the addition of a force majeure clause, the landlord renting a commercial unit can always limit the scenarios in which the tenant can invoke the clause. Imposing very clear standards, such as disruptions that last a certain number of months, can help prevent the abuse of clauses added to a commercial lease in good faith.
Commercial landlords often need to carefully consider the unique risks associated with a specific property and the proposed operations of a business tenant. Exploring unique contract terms can help landlords mitigate operational risks.]]>On Behalf of Nolan Law, LLC<![CDATA[3 considerations when preparing to sell a business]]>https://www.nolanlawllc.com/?p=482772024-07-03T16:07:03Z2024-07-03T16:07:03ZIdentifying and correcting liability
Any investor seeking to acquire an ownership interest in a business has to perform their due diligence. They look over a company's financial records and resources to determine what risks they have to absorb if they acquire the company. The current owner can help eliminate many factors that might deter prospective buyers. They can pay off loans, repair damaged equipment or renegotiate arrangements with employees who play key roles at the company. By addressing factors ranging from financial obligations to Talent retention ahead of time, the current owner of a business can pave the way for the new owner to quickly and comfortably take possession of the business.
Establishing a realistic fair market value
Every professional looking at an organization could have a slightly different idea about what the company is worth. Factors ranging from the value of equipment and facilities to the contracts that the company has with different vendors and customers can influence how profitable the organization is and what the company is worth on the open market. Conducting an appropriate business valuation can help business owners ask for a reasonable price that doesn't scare away investors or put the company at risk in the future.
Identifying perspective buyers
There are often major players in different market niches who may have an immediate interest in the acquisition of a particular business. Perhaps a competitor has long expressed an interest in a company's secret recipe. Maybe a national company has made small forays into the local market but has yet to establish a toehold. It is frequently a smart move for business owners to identify prospective buyers ahead of time. They can pitch the business sales to a limited pool of prospective buyers before attempting to list the company for sale on the open market. Doing so could substantially speed up the transaction and prevent any reputation damage that might come from listing the business for sale in a public manner.
Having knowledgeable support when preparing to sell a business may allow people to optimize what they receive for the acquisition of one of their most valuable assets. Those who plan ahead of time are in a better position to secure the maximum value when they sell a company.]]>On Behalf of Nolan Law, LLC<![CDATA[How do Ohio judges divide custody during a divorce?]]>https://www.nolanlawllc.com/?p=482762024-06-03T13:52:43Z2024-06-03T13:52:43ZJudges want what is best for the children
Adults preparing for divorce litigation sometimes approach the matter with the wrong perspective. They focus on their own rights and wishes. However, the courts want to prioritize the best outcome for the children in the family. After all, they have no control over the situation and could experience significant emotional and social setbacks when their parents divorce.
Judges in Ohio look at many details about the family to determine the best way to divide parenting time and decision-making authority. The ages and needs of the children, the existing relationship those children have with their parents and even household schedules can influence the terms set.
Even parents who have historically had minimal parenting time due to career obligations can step up and become involved parents after a divorce. That is typically what a judge wants from parents. Judges prefer to see parents cooperating with each other and focusing on the needs of the children rather than using their children as ways to hurt or punish each other.
If one parent intends to seek sole custody or a majority of the parenting time with the children, they typically need evidence to support their claim that such arrangements are what is best for their children. Parents typically need to find ways to set aside their conflicts to prioritize their children when they divorce.
Those who understand how judges make custody choices can develop more effective strategies as they prepare for family court. Setting achievable custody goals can potentially reduce the unnecessary conflict between parents who have decided to end an Ohio marriage.]]>On Behalf of Nolan Law, LLC<![CDATA[3 common ways commercial tenants violate their leases]]>https://www.nolanlawllc.com/?p=482752024-04-29T22:17:17Z2024-04-29T22:17:17ZChanging business functions
Commercial leases often include specific terms outlining exactly how a business tenant can use the commercial space. For example, a landlord may allow a tenant to occupy the space and use it for production but may include terms that prevent customers or clients from coming to the space due to premises liability concerns. If a business pivots to a different model or changes what services it offers, leadership at the organization may need to verify that those changes are acceptable to the landlord. A major change in the utilization of the space could potentially constitute a lease violation.
Attempting to assign the lease without permission
Commercial leases often include clear provisions outlining whether or not a tenant can arrange for another party to take over their lease. Lease assignment can help struggling businesses terminate a lease that may otherwise last for years. Particularly when the agreement with the landlord explicitly prohibits lease assignment, the attempt to arrange for another business to take over the lease could constitute a violation of the lease and may not necessarily protect the business tenant from liability for future rent payments.
Failing to maintain the facilities
It is common for commercial leases to split maintenance and repair responsibilities between the tenant and the landlord. Landlords who assign maintenance responsibilities to tenants may need to make arrangements for regular inspection. That way, they can act promptly if a tenant's failure to maintain the space could diminish the overall value of the facilities.
Commercial landlords often benefit from carefully customizing each lease agreement to reflect the needs that they bring to the table and the requirements of their tenants. Taking appropriate steps to enforce a lease can be as important as adding the right terms initially for the protection of a landlord's financial interest in a property.]]>On Behalf of Nolan Law, LLC<![CDATA[When do civil court judges order specific performance?]]>https://www.nolanlawllc.com/?p=482742024-04-04T10:51:45Z2024-04-04T10:51:45ZSpecific performance can resolve challenging disputes
An order of specific performance essentially involves the courts requiring one party to perform certain actions. Specific performance might entail delivering goods as agreed upon in the contract. It might also involve having a contractor finish a project or redo work that did not meet contractual standards.
In scenarios in which awarding plaintiffs damages might not be a reasonable solution or may not fully resolve the issue, specific performance might be what a judge decides is the best option. Other times, it might be the expense or difficulty involved in obtaining the same materials or support from another party that convinces a judge that specific performance is the right solution to a contract breach.
Often, the way that a plaintiff presents their case, the evidence that they have to support their allegations of a contract breach and the impact it has had on their organization may influence what a judge ultimately determines is a reasonable solution. Orders of specific performance can be beneficial in some cases, but they can also cause challenges in others.
Particularly when there is reason to believe that the other party may engage in malicious compliance, possibly by doing mediocre work, asking for other solutions might be in the best interests of the business pursuing the breach of contract lawsuit. Other times, compelling the other party to follow through on contractual obligations might be the optimal outcome.
When it is possible to resolve a breach of contract lawsuit by compelling the plaintiff to complete certain actions, a judge might order specific performance instead of or in addition to awarding the plaintiff damages. Learning more about the solutions for contract-related lawsuits may benefit those preparing for civil court, so that they can make informed decisions about their options and seek guidance accordingly.]]>On Behalf of Nolan Law, LLC<![CDATA[Considerations to think about during property division]]>https://www.nolanlawllc.com/?p=482732024-03-04T14:02:01Z2024-03-04T14:02:01ZSeparate property, which is retained by the spouse who owns it, consists of the following as long as they’re kept separate from marital assets:
Gifts that are received by one spouse
Assets one person had coming into the marriage
Personal injury awards
Inheritances specifically named for one spouse
Marital property is generally divided based on what’s viewed as fair. This doesn’t mean everything is divided perfectly equally.
Contributions of each spouse
Ohio courts consider each spouse’s contributions to the marriage. This isn’t limited only to financial contributions. The court also considers non-financial contributions such as caring for the marital home or raising children. This recognizes the value of both monetary and non-monetary support to the family's well-being.
Duration of the marriage
The length of the marriage plays a significant role in property division. Shorter marriages might result in assets being divided based on what each person had coming into the marriage because assets haven’t been comingled as long. Longer marriages may see a more equitable distribution of assets because of the spouses' intertwined financial and personal lives.
Economic circumstances of each spouse
Courts consider the economic circumstances of each spouse when dividing property. This includes each spouse’s earning capacity, age, health and future financial prospects. The goal is to ensure that the division doesn’t disproportionately disadvantage one party, allowing both individuals to maintain a standard of living as close as possible to what they enjoyed during the marriage.
Tax consequences
Different assets come with varying burdens of tax or benefits. For example, dividing retirement accounts may require specific orders, such as a qualified domestic relations order, to avoid significant tax penalties. Understanding these implications can help both parties make informed decisions about dividing property.
Ultimately, the property division process is a major consideration for any divorce. Legal assistance to better determine how various division options will impact an individual’s future is, therefore, important. This is an opportunity to get an individual’s new phase of life started on the best foundation possible.]]>On Behalf of Nolan Law, LLC<![CDATA[What are the benefits of an LLC?]]>https://www.nolanlawllc.com/?p=482722024-02-02T14:29:29Z2024-02-02T14:29:29ZPersonal liability protection
One of the primary benefits of an LLC is the limited liability protection it offers. This means that the owner's personal assets are typically protected in the event of business debts or legal issues. If the LLC faces a lawsuit or incurs debt, the owner’s personal assets, such as homes and personal bank accounts, usually aren’t at risk. This protection is similar to a corporation's and is a significant advantage over sole proprietorships and partnerships, where owners can be held personally liable for business obligations.
Tax flexibility
By default, LLCs are treated as pass-through entities for tax purposes, meaning the business itself isn’t taxed directly, unless an LLCs members opt to have their enterprise taxed as a unique entity. Instead, the profits and losses of the business pass through to the owner, who reports them on their personal tax returns. This can avoid the issue of double taxation, which is often seen in corporations where both the company and the shareholders are taxed.
Ease of operation and flexibility
LLCs have fewer record-keeping and reporting requirements compared to corporations. An LLC doesn't have a board of directors, doesn't need to hold board meetings and isn't required to keep minutes. This makes the administrative aspects much simpler.
Additionally, LLCs offer flexibility in profit distribution if there’s more than one owner. Unlike a corporation, where profits must be distributed in proportion to the number of shares held, an LLC can distribute profits however the owners agree, regardless of investment proportion.
Starting a business is a considerable effort. Seeking legal guidance throughout the process is often beneficial, especially for entrepreneurs who aren’t familiar with how things work and the steps they need to take to safeguard their personal and business interests alike.]]>On Behalf of Nolan Law, LLC<![CDATA[3 types of clauses to include in a vendor contract]]>https://www.nolanlawllc.com/?p=482712024-01-02T23:17:41Z2024-01-02T23:17:41ZNon-disclosure agreements
Restrictive covenants included in contracts can impose limits on what either party who signs the agreement can do. Although people often associate them with employment contracts, they can be useful in any kind of written agreement. Non-disclosure agreements help ensure that a vendor providing raw materials won't share a company's trade secrets with others. The information that vendors have about how an organization operates could undermine the company's competitiveness if made public. Therefore, prohibiting vendors from sharing details about the company and the contract is often a smart decision.
Penalty clauses
Non-delivery of materials could be a real issue for an organization that has to meet certain deadlines for clients. Businesses could suffer financial setbacks and reputation damage if they cannot complete a production run or a project because a vendor failed to deliver supplies. Penalty clauses allow either party in a contract to demand compensation from the other when the circumstances meet specific standards. They can also increase the damages a company can claim if a dispute leads to litigation.
Alternative dispute resolution clauses
Going to court over a dispute with a vendor can be very expensive. It could also do permanent damage to the relationship between the companies. If the parties can resolve things by attending mediation or arbitration, it may be easier to preserve a healthy working relationship in the future.
Taking the time to include thoughtful terms in a vendor agreement can minimize the likelihood of disappointments and conflicts in the future.]]>On Behalf of Nolan Law, LLC<![CDATA[How can joint business owners effectively navigate a divorce?]]>https://www.nolanlawllc.com/?p=482702023-11-30T09:50:10Z2023-11-30T09:50:10Zthree different options couples may want to consider as they contemplate their professional situations during divorce.
Division of assets – including the business
In a divorce, assets are usually split up between both spouses. If the family business counts as marital property (acquired during the marriage), it is likely subject to property division. The extent of this division can depend on various factors, including each spouse's contribution to the business, their roles at the business and its value overall. Oftentimes, dividing this type of property means selling the business, but this is not the only way to approach division of a company’s value.
Executing a buyout for one spouse
In some cases, one person may choose to buy the other person's interest in the family business to maintain sole ownership. They still want to be a business owner, rather than selling to a third party. This can involve negotiations on the business's value and the terms of the buyout. For instance, spouses may trade assets. One person keeps the family business and the other keeps the family home, or something of this nature.
Continuation of operations as joint owners
Arrangements may need to be made to ensure the continuity of the business despite the divorce, such as assigning roles, responsibilities or ownership shares. Both people can potentially choose to work together after the divorce, as business partners, even when the marriage ends. They just need to make sure they clearly define this new relationship.
The handling of a family business during a divorce can be intricate and require legal expertise. Each situation is unique. It's important for all involved to know what legal steps to take to decide how to proceed with the business while dividing assets in a divorce.]]>On Behalf of Nolan Law, LLC<![CDATA[Why Ohio property owners shouldn’t ignore boundary issues]]>https://www.nolanlawllc.com/?p=482692023-10-26T10:56:57Z2023-10-26T10:56:57ZBoundary issues could lead to adverse possession claims
When one party openly and continually uses someone's property, they can eventually ask to become the owner of that property. The adverse possession statutes in Ohio allow those who have occupied land for at least 21 years to ask the courts to change the ownership records so that they now are the official owner of that property. They need to openly use the property and become the only party regularly utilizing it.
Whether someone puts a fence one foot over the boundary line in the city or in the middle of someone's unimproved acreage, those violations might lead to the actual owner eventually losing their rights to the property. The only way to protect against such challenges is to enforce the boundary. A survey may be necessary to clarify the boundary and validate that there has been a violation of some sort.
In many cases, property owners will need to take the matter to court to force someone to move a fence or to effectively evict them from property that they continue to access without permission. Although small sections of land may not seem like a major concern, losing part of a city plot or a portion of one's acreage could significantly reduce the overall value of the property and impact what someone can do with their real estate.
Recognizing when real estate litigation may be necessary can help people protect an investment that they have already made. Seeking legal guidance is a good way to start exploring one’s rights and options in this regard.]]>