Partners Bradley Barbin and Karl Schneider completed a criminal jury trial in March, 2008 involving tax and conspiracy charges in the Eastern District of Pennsylvania Federal District Court. Karl Schneider, along with colleague Trina Goethals completed a civil jury trial in early June, 2008 in the Butler County Common Pleas court involving alleged real estate broker negligence as well as concealment of foundation damage.

Maguire & Schneider, L.L.P. is pleased to announced that KEITH W. SCHNEIDER, partner, has been elected by his peers as a member of the Columbus Bar Association Board of Governors for the 2008-2009 year. Keith Schneider's practice focuses on all aspects of labor and employment law, general litigation, complex litigation, white collar crime, banking law, municipal law, administrative law, real estate law, and class action.

Lisa Wu Fate has been asked to speak at a one-day seminar on April 18, 2008 titled "What You Need to Know About Public Records and Open Meetings in Ohio". Ms. Wu Fate is recognized statewide as an expert in the areas of public records and open meetings law.

Bradley Davis Barbin, a partner of Maguire & Schneider, has been asked to speak at the "Document Retention and Destruction in Ohio" seminar on February 29, 2008. Mr. Barbin has held several key positions in federal and state government over his twenty-four year legal career. Mr. Barbin devotes his practice to civil and criminal litigation in the state and federal courts.

Lisa Wu Fate has been appointed to the Supreme Court of Ohio, Commission on Technology and the Courts, term ending December 31, 2009.

The Commission was established in December 2007 to advise the Supreme Court of Ohio on rules and policies, etc. pertaining to information technology systems in the Courts; delivery of technology services, educational and training programs for judges and court personnel; exchange of data information between courts to promote greater efficiency; and other issues promoting comprehensive use of technology in the Ohio courts.

The Commission consists of 25 members, appointed by various members of the judiciary, Clerks of Court and Bar Associations, among others. The President of the Ohio State Bar Association is entitled to one appointment, and he appointed Ms. Wu Fate to serve.

Ms. Wu Fate is a member of the litigation group and has expertise in public records law and in many different jurisdictions. She graduated with Honors from the Ohio State University Moritz College of Law and with High Distinction from the University of Michigan.

Lisa Wu Fate and Karl H. Schneider presented an educational seminar regarding short sales to over 200 associates from Real Living HER, Inc. at the company’s 2008 All-Agent Kick-Off Meeting. The meeting is a quarterly event attended by hundreds of the company’s associates and is intended to keep Real Living’s associates at the cutting edge of developments in their chosen field. Recent events involving the mortgage market nationwide have caused increased risk of foreclosure and many homeowners find themselves in need of selling their properties on the open market to avoid a distressed foreclosure sale. Sometimes, to accomplish the arms-length sale, short sale negotiations are required. This option, however, creates a host of legal and ethical considerations for Ohio real estate agents, which were discussed in detail at the event.

Gadolinium is used to obtain a brighter and better image on MRI (magnetic resonance imaging) and MRA (magnetic imaging angiography) scans. In people with kidney problems it can cause an incurable disease known as NSF/NFD.

NSF/NFD typically starts with swelling and tightening of the skin, frequently with red or dark patches. Usually only arms and/or legs are involved. It can progress rapidly to woody, thickened, distorted skin that can become so severe that the person cannot walk. There is no effective treatment.

Download Gadolinium Fact Sheet (MS-Word)

Download Gadolinium Fact Sheet (PDF)

Download FDA Warning Document (PDF)

You may want to consider contacting us if you have NSF/NFD or think you might have it, to discuss your legal rights. You can contact our Pre-Paid Legal Provider department at 1-800-464-2266.

Congratulations to Karl H. Schneider who has been named a 2008 “Super Lawyer”. “Super Lawyers” is a comprehensive and diverse listing of exceptional attorneys representing a wide spectrum of practice areas, firm sizes and geographic locations. The list is based on surveys of thousands of lawyers and peer reviews. Only the top five percent of lawyers from nearly sixty practice areas are named “Super Lawyers”. This is Mr. Schneider’s fourth year being listed in this publication. 2005-2007 he was recognized in the practice area Criminal Defense: White Collar and in 2008 he was recognized in the practice area Professional Liability: Defense.

Amy has the experience and connections. Betty has the money. Together they open a little shop. The grand opening of A&B is a dream come true. They have properly incorporated, hired a CPA, drafted a business plan, carefully selected employees, obtained insurance, and got a great deal with suppliers.

When the honeymoon is over and the real work of developing a small business begins, Betty the minority shareholder is ignored or worse.

Amy, the majority shareholder, runs the store on a day to day basis but does not keep good records. The cash register is broken so all sales are maintained (or not) on a notepad. Amy makes the cash deposits on a regular basis but diverts some of the cash to another similar business she owns alone. Amy doesn’t see the need to advertise in light of the ads she runs for her other business. Betty is never in the store but relies on sporadic communications from Amy. Since the venture was well funded and they have been friends for years, Betty assumes all is well.

Out of the blue, Amy withdraws from the little shop after nine months of operation. The doors are closed. Of the $50,000 invested by Betty, only $1,500 remains in the corporate bank account. How could this happen?

Records of sales are nearly non-existent. Paid invoices provide a clue as to the number of sales. Bank records indicate transfers were made to Betty’s other business account. The former employees confirm that shop sales exceeded the deposits listed. What is a minority shareholder to do?

Fiduciary duty between shareholders of a close corporation imposes on the members of the firm the obligation of the utmost good faith in their dealings with one another with respect to the company’s affairs, of acting for the common benefit of all in transactions relating to the firm business, and of refraining from taking any advantage of one another by the slightest misrepresentation, concealment, threat, or adverse pressure of any kind.

A majority shareholder has a fiduciary duty not to misuse her power by promoting her personal interests at the expense of corporate interests.

In our example, Amy’s failure to keep adequate records or to promote the business as agreed in the business plan is a breach of fiduciary duty. She clearly wanted the cash to promote her other business venture to the detriment of A&B. Betty is now in a position to sue her partner (and former friend).

Amy’s deposit of A&B money for her own purposes is also an act of Conversion. Conversion is a wrongful exercise of dominion or control over property of another in denial of or under a claim inconsistent with her rights. Betty can show, through the sales receipts she has and bank statement that Amy converted the A&B cash to her other accounts. This is another count in the lawsuit.

Betty, of course, will win her breach of duty lawsuit against Amy. But a Judgment from the Court does not guaranty the collection of her initial investment. Amy has no money since she sunk all the cash into her other business which has also closed due to poor management. The sad ending - Betty is out $50,000 with little hope of recovering even a small portion.

This does not have to happen to you. Fiduciary duty rules are great, but you need to BE INVOLVED. In a close corporation, a minority shareholder is entitled to information regarding the activities of the business in which the investment is made. Minority shareholders can call meetings, request accountings, and be given notice of material changes in the business. A well drafted shareholder agreement is an excellent way to spell out how the business will be run and what information a minority shareholder is entitled; but that does not mean the agreement will be followed. You need to stay involved, particularly in the first year. The most important lesson to take from this example is – if you are looking for a passive investment where you do not need to be involved in the operation of the business, a close corporation may not be for you. Small businesses have many pitfalls –operationally, taxes and others. As a shareholder, you must be ready for the work involved to make a small business successful.

Ohio offers consumer protection in several different types of transactions. For instance, there is a Lemon Law for new car purchases which allows a buyer to bring a claim against the vehicle’s manufacturer if the buyer has experienced problems within the first year or first 18,000 miles of delivery. The problems must substantially impair the use, value, or safety of the car and must have been reported to the manufacturer within the first year or 18,000 miles.

Protection is also provided to consumers under the Consumer Sales Practices Act, the Telephone Solicitation Sales Act, the Home Solicitation Sales Act, as well as legislation including but not limited to automobile repairs, home mortgages, credit cards, store refund and return policies.

Despite a popular belief that consumers have a right to cancel a contract within 3 days of signing, no such right exists. Some exceptions which allow cancellation within 3 days under certain circumstances include mortgage refinance contracts, sales made to a consumer in the consumer’s home and prepaid entertainment contracts. Buyers should consult an attorney before signing any contract.

While consumer protection laws exist, buyers still need to exercise care when signing contracts; whether it is a credit card receipt for an in-store purchase or a contract to buy a home.