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Cleveland Business & Commercial Law Blog

What is a "quasi contract?"

Valid contracts can take different forms. The type that as a business professional you may be most familiar with is known as an express contract, which is an agreement set forth in a signed writing and the terms of which are included in the agreement document.

There are a couple of other contract types that you may not be familiar with, but which are still enforceable. One is the oral agreement, in which the two sides agree to a course of performance without ever setting forth the details in writing. The other is an implied contract that a court may impose on the parties, which is also known as a "quasi contract."

Considerations in drafting a nondisclosure agreement

If you have done business-to-business negotiations for any length of time, then you are likely familiar with one of the ubiquitous aspects of such dealings: a confidentiality, or nondisclosure agreement. These are typically anywhere from two to five or six page documents that seek to protect from unauthorized information that one or both parties considers to be sensitive to its business, such as trade secrets or other proprietary information.

Many of these agreements are “boilerplate” in nature, meaning that they contain roughly similar terms and conditions such as how confidential information is to be defined and marked, how long it should be protected, the duration of the term of protection, and whether such information needs to be returned to the disclosing party after the end of the agreement. Especially if you have encountered several such agreements, you may be tempted to think that you have “seen them all” and to simply give them a cursory glance-over before signing them. That could, however, be a costly mistake.

What are the different types of alternative dispute resolution?

In an earlier post we touched upon the reasons why your business may want to consider alternative dispute resolution in lieu of litigation in the event of a contract dispute. In this post we will briefly consider some of the specific forms that alternative dispute resolution (ADR) can take.

Arbitration. This is probably the most-used and most familiar form of ADR. Its advantages include the ability of the parties to the dispute to choose an arbitrator (or arbitrators) who is familiar with the subject matter of the agreement, as well as having the arbitrator's decision be binding and enforceable in court.

What is justifiable reliance on a representation?

Recently we have been covering the topic of misrepresentation -- in both its intentional and negligent forms -- as part of the broader subject of business torts under Ohio law. In this post we continue with our coverage by examining what constitutes justifiable reliance on a representation.

For a legal claim of misrepresentation to be successful, it is not enough to demonstrate that your business has suffered harm that can be measured in money damages. You must be able to prove that you relied on the misrepresentation, and that such reliance was justifiable under the circumstances. In this respect, you need to be aware that courts in this state and elsewhere will hold you, as a business person, to a higher standard of knowledge and awareness than an individual. This is because business-to-business transactions often have characteristics that require a party relying on a representation by the other party to be savvier. 

Commercial real estate issues: how we can help

Whether you are starting a new business or expanding an existing one, you understand the importance of finding the right piece of real estate. Once you do find the right location for your business—whether it is a retail store, office building, or another type of facility—there are many factors you must consider before you move in.

One of the most important first steps is to negotiate your lease agreement. Negotiating the terms of a commercial lease is not only beneficial for you, but it is usually expected. Through the negotiation process, you may be able gain concessions from the landlord. For example, you might be able to negotiate a cap on rent increases. Or you may be able to negotiate who pays for improvements to the property. 

What constitutes negligent misrepresentation?

In an earlier post we introduced the business tort of misrepresentation, and in particular the tort of intentional misrepresentation. This post continues on the subject of misrepresentation with an examination of the tort of negligent misrepresentation.

Misrepresentation in its various forms involves one person giving inaccurate or false information to another, coupled with the justifiable reliance by the other person on that information and harm resulting from it. Negligent misrepresentation may not appear to be as egregious a tort as its intentional counterpart, but it can still result in real monetary injury to another person or business.

What is the business tort of misrepresentation?

In an earlier post we raised the subject of business torts, which reflect the possibility that like an individual, a legal entity such as a business can engage in wrongful conduct that is actionable in court in Ohio. We began our examination of business torts with intentional interference with business relationships. In this installment, we will consider another legal theory under which a business can find itself the defendant in a civil lawsuit: misrepresentation.

Misrepresentation can harm another person or business if it causes that person or business to act, or to refrain from acting, in such a way that economic or other loss results. Misrepresentation may be either intentional or negligent, with intentional misrepresentation being the more serious tort. 

Creating a successful business in Ohio

Ohio is a great state for entrepreneurs. Small businesses open up seemingly every day, and many of them do quite well. But unfortunately, many also fail. Seeing these businesses fold may discourage you from creating a company of your own. There are a few things you need to keep in mind in order to create a successful business.

First, understand that business formation is not a part-time gig. It will absorb most of your waking hours — and some you usually devote to sleep. It is not for those who are not completely devoted. As such, starting a business is likely one of the most stressful things you will ever do. Getting licenses, finding customers, guaranteeing quality, a sporadic income — all of these will factor into your stress level.

Rights of Ohio corporations

The state of Ohio has written out in explicit detail the rights of corporations in the Ohio Revised Code, Title XVII. While many of the regulations are rather obvious and straightforward, such as trademarks and patents, there are nuances that can become quite complex. As such, it is important for businesses to understand their rights and what they can do if said rights are violated.

While this blog is too short to cover every law in depth, there are a few major ones to note. First, a corporation has the right to sue over business disputes and other matters -- and to be sued. On the other side, they may also accept and give gifts to and from the public and other entities. They may also do contract work for the national government for national defense or in times of war.

Tortious interference with business relationships: what is it?

In the individual context, a tort occurs when one person cause harm to another that is the result of a breach of ordinary or reasonable care owed to that other person. Being artificial persons, businesses can be liable for torts as well: either for wrongs done against individuals, or for wrongs committed toward another business, known appropriately as business torts.

Most of the time business torts are the result of one business taking free market competition too far. Unfair competition is one species of business tort; so is wrongful interference, which can be defined as one business deliberately attempting to harm the contractual relationship of another business, or to try to supplant that contractual connection. Wrongful interference is more than simply competing with another company for the same contract, which is legitimate. It frequently consists of a business attempting to sabotage the contractual relations of a competitor.

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