Barkan & Robon Ltd.Maumee Business Litigation Lawyers | Toledo | Barkan & Robon Ltd.2026-05-31T15:18:57Zhttps://www.barkan-robon.com/feed/atom/WordPressOn Behalf of Barkan & Robon Ltd.<![CDATA[How contingencies protect people who are buying homes]]>https://www.barkan-robon.com/?p=504452026-05-31T15:18:57Z2026-05-31T15:18:57ZWhat do contingencies protect?
Sellers who accept offers typically stop marketing their homes. They are at risk of delays and duplicate expenses if a transaction falls apart after they accept an offer. Earnest money can indicate a buyer's sincere intent to purchase the property. It can also help compensate sellers for inconvenience for an unnecessary or frivolous closing cancellation.
Sellers can make a claim against earnest money deposited by the buyer if the buyer cancels the transaction. Real estate contingencies outline specific scenarios when the buyer can cancel without risking their earnest money.
Those who need to sell their homes while purchasing a new house often include sale contingencies. Financing contingencies are common as well, as people never know when they might lose a job and be unable to secure a mortgage. Appraisal and inspection contingencies are also helpful for many buyers.
Discussing a potential purchase with a real estate attorney can help buyers identify potential issues in advance and better ensure that their offers include appropriate contingencies. Custom offer and purchase agreement paperwork drafted with the insight of a real estate attorney can minimize the financial risk associated with purchasing a home.]]>On Behalf of Barkan & Robon Ltd.<![CDATA[Breaking up with your business partner? Things to know]]>https://www.barkan-robon.com/?p=504442026-05-26T13:13:01Z2026-05-26T13:13:01ZEnding a business partnership can feel as personal as ending a long relationship. When partners no longer share the same goals or one partner’s actions put the company at risk, a separation may be the best way to protect the business.
Understanding why these breakups happen and how to navigate them can help reduce conflict and keep operations stable.
How it began
Your partnership may have begun with shared enthusiasm, but circumstances can change. Disagreements about finances, workload or long‑term strategies can strain the relationship. Sometimes one partner wants to retire or pursue a new opportunity. In other cases, concerns about mismanagement or potential liability make it necessary to reevaluate the partnership. When these issues affect the company’s performance or reputation, a structured exit plan can help you avoid unnecessary conflicts or litigation.
Examine your partnership agreement
Ideally, your partnership agreement included provisions for partner buyouts and procedures for resolving disputes. These terms can guide the process and help prevent disagreements about ownership or compensation. If the agreement is outdated or silent on key issues, partners may need to negotiate new terms that reflect the current needs of the business.
Keep communication lines open
Clear communication also helps the process run more smoothly. Setting expectations about timelines, responsibilities, and transition plans can reduce uncertainty for employees and customers. Partners should document decisions in writing and keep financial records organized to avoid disputes later.
Get the business valuated
A business valuation is often necessary to determine a fair price for a partner’s interest. According to Forbes, regular valuations help business owners prepare for unexpected transitions and support more predictable outcomes during ownership changes.Breaking up with a business partner is rarely easy, but a thoughtful approach can protect the company and preserve professional relationships. When handled carefully, a transition can give both the business and the departing partner a stable path forward.]]>On Behalf of Barkan & Robon Ltd.<![CDATA[Why should new entrepreneurs consider an LLC?]]>https://www.barkan-robon.com/?p=504432026-05-11T15:09:56Z2026-05-11T15:09:56ZAnyone considering starting a business should learn about their options for business structure. While some might lean toward a sole proprietorship because it’s the easiest, it’s critical to consider a limited liability company (LLC).
An LLC is a common business structure because it allows the obligations of the business from the personal assets of the owner. This gives the owner significant protection for their personal assets.
How does the separation work?
When an LLC is properly formed and maintained, creditors typically can’t go after the business owner’s assets if the company owes them money. Since the LLC is its own legal entity, it will face lawsuits in its name. There are some exceptions to the division, so it’s critical that owners operate the company properly. Owners should keep the finances for the company and their personal matters separate. This means having a personal account and a business account for banking. Company funds can’t be used for any personal expenses. It’s critical that owners don’t blur the lines between business and personal assets. If the lines are blurred at all, a court may determine that the LLC isn’t a separate entity, which could limit or remove the protection from the owner’s personal assets. An LLC doesn’t cover personal wrongdoing, so there isn’t protection for fraud, personal loan guarantees, failure to pay certain taxes or harm caused by the owner’s specific actions. It’s important that anyone starting a business understands exactly how the chosen business structure functions. It may be beneficial to work with someone familiar with these matters so they can assist with situations that come up.
]]>On Behalf of Barkan & Robon Ltd.<![CDATA[When should a business sue for breach of contract?]]>https://www.barkan-robon.com/?p=504422026-04-28T00:00:46Z2026-04-28T00:00:46Z
You had a legally binding agreement, you and the other party signed it, and then that party didn’t hold up their end. Now you are left dealing with unpaid invoices, a delayed project and losses that are starting to affect your bottom line.
It can be frustrating, disruptive and expensive, but is it worth suing over? It depends on the circumstances. While many contract issues can be resolved without going to court, certain breaches make legal action necessary. Let’s look at what often separates the two.
Significant financial harm to your business
When financial losses become too significant to ignore, the breach stops being a routine contract issue and starts becoming a threat to business stability. Missed payments, halted deliveries or operational disruption can quickly compound into broader issues that can affect cash flow and even disrupt your ability to meet your own contractual obligations. At that point, continuing to wait for voluntary compliance may increase the damage.
Informal resolution is no longer effective
Most contract disputes begin with communication and attempts to resolve the issue without litigation. When those efforts fail because the other party ignores demands, refuses responsibility or continues breaching the agreement, legal action may be the only way to resolve the matter.
The contract clearly supports your position
When the contract clearly sets out each party’s obligations, deadlines and performance standards, it becomes much easier to establish who fell short and why. A lawsuit may be more viable in such situations because the dispute is defined by the contract itself rather than conflicting interpretations.
Understand your options before you act
Before moving forward with litigation, it’s important to evaluate the full range of remedies available. For instance, negotiation, mediation or a demand letter may still achieve a practical resolution. In addition, some contracts include alternative dispute resolution (ADR) provisions that must be considered before filing a lawsuit. Seeking early legal guidance when dealing with a breach of contract can help you choose the most effective path forward to protect your business interests.
]]>On Behalf of Barkan & Robon Ltd.<![CDATA[Inverse condemnation: When the state takes but does not buy]]>https://www.barkan-robon.com/?p=504412026-04-07T16:33:21Z2026-04-07T16:33:21ZHow inverse condemnation differs from eminent domain
Eminent domain and inverse condemnation both deal with a government taking private property, but they begin in different ways. In eminent domain, the government starts the process, appraises your property, makes an offer and files a court action if negotiations fail.
Inverse condemnation turns that situation around. You bring the claim because the government effectively took your property without starting a formal case. The Fifth Amendment and Ohio law protect your right to receive fair payment when the government uses private property for public purposes, and that protection applies even when no official transfer of title takes place.
Why Ohio's process stands apart
Most jurisdictions allow property owners to file an inverse condemnation lawsuit directly in court, prove the taking by a preponderance of the evidence and recover compensation in a single proceeding. Ohio does not follow that approach.
Instead, property owners must file a writ of mandamus. Unlike a direct compensation claim, this remedy asks a court to compel the government to begin the appropriation process it failed to initiate.
The state also imposes a higher burden of proof, requiring clear and convincing evidence rather than the more common preponderance standard, which can make these cases more time-consuming, costly and uncertain for property owners.
Which actions may support a claim
Inverse condemnation claims in Ohio generally stem from two areas: physical invasions and regulatory actions. For example, a government project that permanently floods your land may constitute a physical taking. Regulatory takings, on the other hand, occur when zoning or other rules restrict your property so severely that they destroy its economic value.
Venue also matters. While cases against local governments are filed in the county where your property sits, any action against the Ohio Department of Transportation must be filed in Franklin County.
What deadlines apply to your case
Timing plays a central role in any Ohio inverse condemnation matter. Because the claim is pursued through mandamus, you face a strict four-year statute of limitations.
This timeline begins to run once you know, or reasonably should know, that a taking has occurred. Waiting too long to act can result in the loss of an otherwise valid case.]]>On Behalf of Barkan & Robon Ltd.<![CDATA[Eminent domain and commercial leases in Ohio? Who gets paid?]]>https://www.barkan-robon.com/?p=504402026-04-07T03:32:31Z2026-04-07T03:32:31ZWhen the government takes commercial property through eminent domain in Ohio, it does not just affect the owner. Tenants often have real financial stakes in the property as well.
That raises a key question: when leased property is taken, how is compensation divided?
How does the undivided fee rule come into play?
Under Ohio law, property taken through eminent domain is typically valued as if it were owned by a single property, even when multiple parties have interests in it. This is known as the undivided fee rule. In practical terms, that means:
The government determines the total fair market value of a property as a whole
That total fair market value is then awarded to the invested parties in a single figure
The landlord and tenant then divide that amount based on their respective interests
The government won’t calculate what the landlord gets and what the tenant gets, but lets the parties sort out how the funds must be split.
Who gets what when the money is divided?
The property owner usually gets the largest share of the award. This usually includes the value of the land and buildings, the income potential of the property and the value of their existing leases. Tenants are not excluded from compensation, however. In Ohio, a commercial tenant may recover compensation for their leasehold interest (if the rent is below market value), certain improvements they made and their relocation expenses. They are not usually entitled to lost business profits, but may qualify for some reestablishment expenses. Ultimately, the lease between the landlord and tenant controls how compensation is handled. Many leases include condemnation clauses that give the landlord the right to all or most of the award but allow the tenant to pursue a limited, separate claim. Whether landlord or tenant, facing a condemnation through eminent domain without legal guidance is unwise. ]]>On Behalf of Barkan & Robon Ltd.<![CDATA[Can you decline to sell your property through eminent domain?]]>https://www.barkan-robon.com/?p=504382026-03-18T14:47:34Z2026-03-18T14:47:34ZWhat happens if you refuse the government’s offer
If you decline the government’s purchase offer, the process may move into a legal stage. Government agencies can file a condemnation case in court to obtain property for public projects, such as highways or rail systems.
If the agency files a case, a judge will review the request to approve the transfer of the property. Through this process, federal agencies have long used eminent domain to obtain land for public projects.
Nonetheless, even if you cannot stop the acquisition, you may challenge the compensation for your property. Many property owners question the value assigned to their land or buildings. You can hire an independent appraiser who determines your property is worth more than the government’s estimate. A court may review the evidence before determining the final compensation.
How to respond when eminent domain affects your property
While you may not refuse or stop a valid eminent domain action, you still have your rights during the process. Courts can review your property value, relocation costs and other financial impacts related to the acquisition.
If this situation raises questions about your property or compensation, you can address your concerns about eminent domain by learning more about your legal rights and protections. Understanding the process can help you approach negotiations with confidence.]]>On Behalf of Barkan & Robon Ltd.<![CDATA[What is the difference between direct and derivative claims?]]>https://www.barkan-robon.com/?p=504342026-03-09T15:06:18Z2026-03-09T15:06:18ZOwnership disputes can escalate fast. You may believe another owner harmed you or that the company suffered.
Under Ohio law, that difference shapes the entire case. It affects who controls the lawsuit, who receives any recovery and how much disruption your company will face. If you wish to limit cost and risk, it helps to understand how Ohio courts classify the claim.
When the harm is personal to you as an owner
A direct claim exists when you suffer harm as an individual owner, which must be separate and distinct from harm to the company. Courts review who felt the loss and who would receive the recovery. Common scenarios include:
Claims based on oppressive or unfairly prejudicial conduct in a closely held corporation
Breach of a buy-sell agreement
Denial of voting or inspection rights under Ohio law
In these cases, you sue in your own name and any recovery goes to you, not the business.The scope of the case may be more targeted, which can reduce discovery and limit strain on daily operations. However, discovery can still be extensive especially when the dispute involves valuation or fiduciary duties.Courts dismiss claims that only restate harm to the company, which makes clear framing crucial from the start.
When the company is the real party in interest
A derivative claim arises when the company suffers the primary harm. You bring the claim on behalf of the business. Depending on the type of entity and facts under Ohio law, you generally must make a written demand on directors or managers before filing suit. You must also explain why the company must act. Courts review this closely while considering the operating agreement and bylaws.Any recovery belongs to the company, you do not collect damages personally. Even so, successful derivative cases may indirectly benefit you.These cases often involve deeper review of finances and governance, which can increase cost and distraction. Ohio courts ultimately focus on whether the alleged misconduct reduced company value as a whole.
Choosing the right path can control risk and cost
Mislabeling a claim can lead to delay or dismissal in Ohio courts and increase fees and internal conflict. The key questions stay simple: Who suffered the harm? Who would recover? How will the case affect operations? Careful analysis may protect both your ownership interest and your company’s stability.]]>On Behalf of Barkan & Robon Ltd.<![CDATA[When is litigation necessary to end a contract after a breach?]]>https://www.barkan-robon.com/?p=504322026-02-19T21:16:38Z2026-02-19T21:16:38ZBreaches do not invalidate all contracts
The specific language and clauses included in a contract determine whether or not a breach invalidates the arrangement between the parties. While it seems reasonable to assume that a material breach of contract renders the agreement invalid and unenforceable, severability clauses are common inclusions in many contracts. Contracts may include language that makes the agreement overall enforceable and valid after verifiable breaches of certain terms occur.
If there is a severability clause in the contract and one party stops making payments or sending deliveries due to the breach committed by the other party, the party that initially breached the agreement could then allege a breach of contract and initiate a lawsuit. A judge has the authority to terminate contract obligations as one of the remedies in a breach of contract lawsuit.
Working with an attorney to document contract violations and navigate contract litigation can be valuable for those who want to end a contract governing a business relationship. If a contract includes a severability clause, formal attempts to terminate the contract may be necessary to protect the party affected by a breach of the agreement.]]>On Behalf of Barkan & Robon Ltd.<![CDATA[What is the purpose of quiet title actions in civil court?]]>https://www.barkan-robon.com/?p=504312026-02-07T23:38:02Z2026-02-07T23:38:02ZWhat happens during a quiet title action?
Title records show who owns a property and who may hold a lien against it. They also show the chain of ownership and even a history of easements held by outside parties. Sometimes, the records maintained by the county recorder's office are not accurate. They may still report a satisfied lien or an extinguished easement. They may list a former owner as a current owner.
Quiet title actions can resolve those issues. A judge reviews the most recent title records for the property and other documentation provided by the owner who files the lawsuit. They can order the correction of inaccurate and outdated title records. Quiet title proceedings can help ensure that the current owner’s interest is protected and that they can bypass title complications if they list the property for sale or choose to refinance their mortgages.
Real estate litigation can be a complicated matter, but it may be necessary to protect the interests of real property owners. Quiet title actions are common and can pave the way for a smooth real estate transaction in the future.]]>