Small Business Ownership can be incredibly rewarding. Few people know the satisfaction of growing something from nothing like a small business owner. There’s a certain satisfaction that comes from knowing that your success is the result of your own industriousness, ingenuity, or specialized expertise. 

We often hear from small business clients who are in the grind of “trying to do it all,” and they feel overwhelmed by the legal issues that touch their businesses. They often don’t have the time to proactively address the legal issues every business faces – from employment law compliance and drafting contracts to financing and succession planning. That’s why our approach is rooted in a simple truth: We get it. We really do. Because we’re a small business too.

We Know the Value of Every Dollar

At McCarthy Lebit, there’s a saying: “For our small business clients, every dollar they spend with us is a dollar that’s not in their pocket at the end of the year.” That mindset, inspired by Ken Liffman, guides our client interactions.  

When we provide legal advice, we’re always thinking about the return on your investment. We understand that every dollar counts and that legal services must enhance your business goals. We never want our clients to hesitate to involve us; we should be viewed as a resource, not a drain on resources. We accomplish this through practical, solution-oriented advice guided by your business’s unique goals and challenges. While some complex legal problems cannot be avoided, we are always mindful of the burden these situations place on our clients, and our lawyers work to deliver a great result that is pragmatic and as economical as possible.

We Move at Your Speed

Small businesses need responsive partners. When issues arise, you can’t afford to wait a week for a call back. As a mid-sized firm with small business in our DNA, we prioritize accessibility, clear communication, and timely answers. We know the importance of being available and nimble. 

We Understand Growth

Many of our clients are in growth mode – whether through mergers and acquisitions, adding talent, entering into real estate transactions, or raising capital. We’ve been there, and we, too, have grown deliberately over time. Our own experience, along with the insight we’ve gained from representing thousands of growing small businesses, informs how we counsel our clients through these transitions. 

Strategic. Proactive. Prepared.

Often, our clients involve us when problems arise, and in those instances, we are tenacious advocates, marshaling our years of litigation and dispute resolution experience. For our small business clients, though, our value isn’t just about solving problems after they arise. It’s about helping you build a business that’s resilient, well-structured, and positioned to grow and thrive.

If you’re a small business owner looking for a legal partner who truly understands your world, let’s talk. Reach out to request a consultation or call us at 216-696-1422.

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In celebration of National Small Business Month, we proudly recognize the contributions of small businesses in our community. McCarthy Lebit is committed to supporting entrepreneurs and business owners with trusted legal guidance through every stage of their journey, from formation to growth and beyond. As a law firm deeply connected to the small business community, we’re proud to serve as trusted advisors and advocates for business owners throughout the region.

The post Why McCarthy Lebit Is Right for Your Small Business appeared first on McCarthy Lebit - A Cleveland/Ohio Law Firm.

The Importance of Title & Survey Review

A review of a title commitment confirms the seller owns the property and has the legal right to sell it. Without this confirmation, buyers can inherit undisclosed liens, outdated mortgages, restrictive covenants, easements, or unresolved ownership claims. Any of these issues can delay closing, reduce the value of the property, and create legal disputes.

Survey review is equally as important as title review, and the two go hand-in-hand. A survey reveals the property’s physical boundaries and identifies easements, encroachments, setbacks, and other conditions that impact land use. These issues may be detailed on the title commitment but are often misunderstood until they are revealed by a current survey of the property.

Title insurance also plays a major role. A clean title is usually a prerequisite for a title insurance policy, which protects against future claims or undiscovered issues. Further, most commercial lenders will not fund a transaction without it.

A Real Estate Lawyer’s Role in the Title & Survey Review Process

Real estate lawyers serve as both legal translators and risk managers in the title and survey review process. On the title side, they examine the title commitment issued by the title company, flag concerning exceptions, and negotiate their removal or mitigation. Lawyers will also ensure that the property title complies with the representations and warranties in the purchase agreement.

When it comes to the survey, it is cross-referenced with the title documents to identify any conflicts, encroachments, or unrecorded easements. The analysis focuses on how the property’s physical and legal boundaries could affect intended use, such as future expansion plans, parking layout, compliance with local zoning regulations, or more.

Beyond identifying issues, the goal of a real estate attorney is to help mitigate risk. This may involve recommending specific endorsements to the title policy, drafting or revising agreements, or coordinating with the title company, engineers, and lenders to resolve issues before closing. It is also essential to ensure the proper issuance and recording of deeds and other legal documents.

Small Business, Big Stakes

Small business owners often invest their personal savings and take significant risks when acquiring property. That is specifically why due diligence in commercial real estate transactions is not just for major corporations. It is even more crucial when the stakes are personal, margins are tighter, and an owner stands to lose everything. This makes careful legal diligence not a luxury for small businesses, but a necessity.

If you are buying, leasing, or developing property, a real estate attorney can help you uncover hidden risks, negotiate protections, and close with clarity and peace of mind.

To seek counsel from our Real Estate & Construction group, please reach out to request a consultation or call us at 216-696-1422

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In celebration of National Small Business Month, we proudly recognize the contributions of small businesses in our community. McCarthy Lebit is committed to supporting entrepreneurs and business owners with trusted legal guidance through every stage of their journey, from formation to growth and beyond. As a law firm deeply connected to the small business community, we’re proud to serve as trusted advisors and advocates for business owners throughout the region.

The post Title & Survey Review: The Hidden Commercial Real Estate Safeguard appeared first on McCarthy Lebit - A Cleveland/Ohio Law Firm.

Secure Your Business Domain Name Early

Your domain name is your business’s address on the internet, so it’s crucial to claim it before someone else does. Whenever possible, register a domain that matches your business name exactly (for example, YourBusinessName.com). Once you obtain rights in a domain name, no one else can use it, making it one of the easiest ways to protect your online presence. Be sure to claim domain names tied to your business name, key brands, and trademarks early – ideally, as soon as you settle on a business name and/or brand name – to avoid having cyber-squatters claim your preferred domain name(s). 

Protect Your Brand with Trademark Registrations

A trademark registration is a legal tool that protects your trademarks – for example, words, slogans, and logos – that you market and sell your goods or services under. Federally registering your marks allows you to prevent anyone else in the country from using them to market or sell similar goods or services. They are a powerful tool and provide cost-efficient protection. 

Use Clear Terms of Service to Protect Your Content

Your website’s Terms of Service (TOS) is not just fine print, it’s a valuable tool for protecting your original content and setting the rules for site visitors. In your TOS (sometimes called Terms of Use or Terms & Conditions), include language that explicitly states your business owns all the content published on the site (text, images, videos, etc.) and that you reserve all rights to that material. By clearly declaring your ownership, you put visitors on notice that things like your blog posts, product descriptions, and photos belong to your business and are not free for others to copy or republish.  Having a well-drafted TOS offers additional benefits as well. It can limit your liability, set guidelines for user behavior, and generally establish a professional tone for your website.  

Protecting your small business’s online presence from copycats might sound daunting, but it really comes down to a few proactive steps. By taking action early, you can prevent confusion among customers and save yourself the headaches associated with dealing with imitators later on. In the end, defending your online presence allows you to focus on what matters most: running and growing your business with confidence.

To seek counsel from our Intellectual Property practice group, please reach out to request a consultation or call us at 216-696-1422.

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In celebration of National Small Business Month, we proudly recognize the contributions of small businesses in our community. McCarthy Lebit is committed to supporting entrepreneurs and business owners with trusted legal guidance through every stage of their journey, from formation to growth and beyond. As a law firm deeply connected to the small business community, we’re proud to serve as trusted advisors and advocates for business owners throughout the region.

The post Protecting Your Small Business’s Online Presence From Copycats appeared first on McCarthy Lebit - A Cleveland/Ohio Law Firm.

What is a Contract?

A contract is generally defined as a promise, or a set of promises, actionable upon breach. The essential elements of a contract include an offer, acceptance, contractual capacity, consideration (the bargained-for legal benefit and/or detriment), a manifestation of mutual assent, and legality of object and of consideration.

Contracts can be either written, verbal, or implied. Even agreements that aren’t fully finalized can be enforced, as long as both sides clearly meant to be bound by the deal and the terms are specific enough to follow through.

When Do Contracting Parties Find Themselves in Dispute?

Aside from the failure to exchange the agreed-upon consideration (i.e., the failure to perform or to pay), this article will informally explore some of the five (5) most common contract disputes.

1. Ambiguous Contract Language

The first, and often most obvious, is when a contract is ambiguous. Contractual language is ‘ambiguous’ only where its meaning cannot be determined from the four corners of the agreement or where the language is susceptible to two or more reasonable interpretations. When both parties offer plausible interpretations of the agreement drawn from the contractual language itself, this demonstrates that the provision is ambiguous. Even when a contract is ambiguous, it can still be enforced, but courts (and juries) must look to extrinsic evidence, like communications or past behavior, to determine intention. In commercial contracts, evidence of course of performance, course of dealing, and usage of trade may be considered.

2. Disputes Over Indemnification Clauses

Frequently disputed contract terms include indemnification clauses, representations, warranty and covenant clauses, and limitations or exclusions of remedies. To avoid conflict and dispute, careful consideration should be given to the language used in these types of clauses.

The nature of an indemnity relationship depends on what the parties intended, as expressed by the contract’s language. Ohio courts interpret indemnity clauses strictly and will not extend them beyond what is clearly and unequivocally expressed. These clauses are typically used to shift or specify which party is responsible for errors, omissions, and/or performance (or lack thereof) under the contract.

3. Misrepresentations & Disputes Over Representations

A representation in a contract is an assertion or statement of fact, given by one party (maker) to induce another party (recipient) to enter into a contract or take some other action. A representation must be truthful to avoid claims of fraudulent inducement. Language may be used in a representation to avoid or limit the impact, such as “to the best of the maker’s knowledge” or “to the maker’s actual knowledge, without investigation.”

4. Warranty Disputes

A warranty is a promise that something is true. If that promise turns out to be false, the person making it may be responsible for any resulting harm. Warranties can cover both present conditions and future performance. Some warranties are express, which are clearly stated in the contract to induce a prospective purchaser to buy. Others are implied considering the nature of the deal, the relationship between the parties, or the surrounding circumstances. In a warranty, a maker should only give truthful statements and should use language to limit the impact.

A covenant is a promise or agreement about a future act. Some covenants are implied, while others are specific.

5. Limitations or Exclusions of Remedies

A limitation or exclusion of remedies must be a part of the parties’ bargain in fact. These clauses are used to prevent certain types of damages or remedies, including indirect, consequential, punitive, or treble damages. Limitations or exclusions of damages or remedies should stand out in the contract, so they are brought to the other’s attention, often in bold print, all capitals, and/or larger print.

For all contract provisions, clear and concise language should be used. Parties should read and re-read all provisions, including the fine print.

To seek counsel from our Litigation practice group, please reach out to request a consultation or call us at 216-696-1422.

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In celebration of National Small Business Month, we proudly recognize the contributions of small businesses in our community. McCarthy Lebit is committed to supporting entrepreneurs and business owners with trusted legal guidance through every stage of their journey, from formation to growth and beyond. As a law firm deeply connected to the small business community, we’re proud to serve as trusted advisors and advocates for business owners throughout the region.

The post Avoiding Top 5 Contract Lawsuits Small Businesses Face appeared first on McCarthy Lebit - A Cleveland/Ohio Law Firm.

Start Succession Planning Early

Planning well in advance allows business owners to explore various tax-efficient strategies. Early planning helps mitigate potential tax liabilities and provides ample time to implement changes.

Utilize Family Gifting

Transferring ownership through gifting can be an effective way to reduce estate taxes. The IRS allows annual tax-free gifts up to a certain limit per recipient, which can be used to gradually transfer ownership to family members.

Establish a Trust

Trusts, like Grantor Retained Annuity Trusts and Intentionally Defective Grantor Trusts, can be utilized to transfer business assets during life while minimizing gift/estate taxes. These trusts allow appreciating assets to pass to beneficiaries with reduced tax consequences.

Employee Stock Ownership Plan

An employee stock ownership plan (ESOP) allows business owners to sell their shares to employees, providing tax benefits such as deferral of capital gains tax and no entity-level tax. ESOPs can also enhance employee motivation and retention, ensuring the company’s legacy continues.

Plan for Capital Gains Tax

When selling a business, understanding the capital gains tax is crucial. Structuring the sale as an installment sale can spread the tax burden over several years, potentially lowering the overall tax rate.

Engage Professional Advisers

Consulting with a team of tax advisers, estate planners and legal professionals ensures that business owners are aware of the latest tax laws. This helps to tailor advice and maximize tax efficiency.

Effective business succession planning requires a proactive approach to managing tax implications. By utilizing these strategies, business owners can ensure a seamless transition while preserving the financial health of their enterprise.

For more information or to seek counsel from our Taxation group, please reach out to request a consultation or call us at 216-696-1422.

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In celebration of National Small Business Month, we proudly recognize the contributions of small businesses in our community. McCarthy Lebit is committed to supporting entrepreneurs and business owners with trusted legal guidance through every stage of their journey, from formation to growth and beyond. As a law firm deeply connected to the small business community, we’re proud to serve as trusted advisors and advocates for business owners throughout the region.

The post Consider Tax Efficiencies During Business Succession Planning appeared first on McCarthy Lebit - A Cleveland/Ohio Law Firm.