business law workshop :: wedding laws

The Law Office ofBryan M. Griffith, LLC

ABC/WBC Educational Conference ::Wedding Laws

#BizLaw BMGLaw.com

04/13/2023Copyright © 2011 Bryan M. Griffith, LLC

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What you will learn today Why to organize your business as a legally

protected business entity?

What keywords should you look for when reading a contract?

When to involve an attorney in your business?

Why have other wedding professionals been sued?


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Disclaimers :: Yes, I am a Lawyer While I am an attorney, I am not YOUR

ATTORNEY, and no attorney-client relationship is being formed by your attendance today.

IRS Circular 230 Disclosure. Consistent with IRS regulations, this is to notify you that any federal tax advice contained herein is not intended or written to be used, and cannot be used by anyone for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code, or for promoting, marketing, or recommending to another person any transaction, arrangement, or matter addressed herein.


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How to ask a legal question in a public forum Do:

Ask hypothetical questions

Ask about an issue your “friend” is having

Ask about general legal principals

Expect that the facts of your issue may change the answer

Seek the advice of YOUR ATTORNEY.

Do Not: Ask about active

litigation Ask your question to

an attorney representing an opposing party

Expect confidentiality


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Business Law Workshop ::Wedding LawsToday’s Agenda1. Entities ::

Why to use a statutory business entity and how to choose one?

2. Contracts ::Basic contract law and keywords to look for

3. In the Courts ::Wedding professionals who have been sued.

4. Questions & Open Forum


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ABC/WBC Educational Conference ::Getting married? Use protection!

Why you don’t want to be a sole proprietor or partnership.


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Entities :: Managing Two Types of Risk Legal Liability

Negligence Lawsuits Creditors Employee lawsuits

Engage an attorney to discuss the potential liability for your business

Tax Liability

Engage a tax advisor early to help with entity selection

RISK 3: REPUTATION


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Managing Risk Tools and Methods for Managing Risk

Entities Insurance Contracts Business Processes Be selective about your clients


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Entities :: Default Entities

Sole Proprietor General Partnership

Statutory Entities Limited Partnership Corporation Limited Liability Company

Tax Status Subchapter C (C Corporation) Subchapter S (S Corporation) Disregarded Pass Through Entity


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Entities :: Default Entities Default Entities

Sole Proprietor General Partnership

If you already started your business and you didn’t file anything with the state, then your business is one of these.

Liability is only limited by the protection of bankruptcy


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Entities :: Statutory :: Corporations and LLCs

Corporation LLC

Advantages Free transfer of

ownership interests Familiar to business

partners Some tax advantages

Disadvantages Double Taxation Record keeping Free transfer of

ownership interests

Advantages Inexpensive Limits Liability

Disadvantages SE Tax Disfavored for venture

capital


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Using Your Entity :: How to sign like an agent Ideal

Bryan M. Griffith, LLCby: Bryan M. Griffith, member

Bryan M. Griffith, Inc.by: Bryan M. Griffith, shareholder/director

Write in the missing parts anywhere you can. Train your employees who are authorized to

sign on behalf of the company.


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Business Entities :: When to use an Attorney Business Formation

Starting a business, or re-organizing entity New Markets

Entering a new line of business Entering a new geography

Mergers, Partners, Investors Any change in ownership Accepting investment

Exit strategy To plan or execute your exit strategy Retirement


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Wedding Laws :: Entity Summary

Create a business entity as soon as you realize you have started a business

Engage two important advisors before entity formation: Business Attorney Tax Advisor

Use your entity Sign documents as an agent of your entity Put the legal name of the entity on documents,

and signs


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ABC/WBC Educational Conference ::Contracts, or Vows, if you prefer.

Contract law basics, and the keywords to look for


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What is a contract? A contract is a promise or a set of promises for

the breach of which the law gives a remedy Restatement (1st) of Contracts § 1

A set of private laws between consenting parties.


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When and Why to Contract?

Marketing Tool Legal Tool

A great call to action Highlights important

features Qualifies customers

Evidence of the deal Describes

relationship Establish penalties Override default law


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Basic Legal Terms :: Intellectual Property Confidentiality or Non-Disclosure

An agreement not to share something you may know

Patent, Copyright, & Trademark Exclusive rights to a process, expression fixed in a

medium, or the use of a mark in commerce Trade Secret

Exclusive rights to anything you want to keep a secret

License The right to use someone’s intellectual property


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Basic Legal Terms :: Warranties and Representations Representation

A promise regarding the facts of the deal Warranty

A promise to deliver as represented

Difference: Damages. Misrepresentation allows tort damages and

contract rescission (More $$$) Breach of Warranty makes buyer whole as

warranted

Implied Warranties may exist.


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Basic Legal Terms :: Force Majeure Literally: Superior Force DO NOT CONSIDER IT “BOILERPLATE” Relieves one or both parties for liability in the

event of circumstances “beyond their control” Examples:

Fire, flood, earthquake War Computer virus

Was 9/11 a force majeure act?


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Basic Legal Terms :: Integration Clause No previous oral or written representations An issue of evidence

Does this exclude the content of your website and brochures? Probably not.


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Basic Legal Terms :: Arbitration & Mediation Mediation

Facilitated dispute resolution to try and permit the parties to agree on a solution.

Generally non-binding (contract controls). Arbitration

Facilitated dispute resolution permitting a non-judicial arbiter to decide the rights and obligations of the parties.

Generally binding (contract controls).

Considerations Who pays? What are the rules? Can you appeal?


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Basic Legal Terms :: Attorneys’ Fees Default Rule: Everyone pays their own

attorney

Contracts may alter this: Loser pays You always pay

Considerations Can be an effective penalty or discourage

litigation Can be expensive if you are required to pay Must the fees be reasonable?


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Reading a Contract :: When to use an Attorney Before you read any contracts

Guidance on your business and industry Examples of ideal language

Big deals & New Markets When the risks are great

David vs. Goliath When you are the smaller party with less

bargaining power, an attorney can even the playing field

Gut instinct When reading the contract makes you

uncomfortable


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Wedding Laws :: Contract Summary

Identify the important clauses: Your Rights Your Obligations Damages Force Majeure Arbitration Termination & Renewal

Ask What-If Questions What if I don’t get paid? What if I am at fault? What if a subcontractor is at fault?


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Wedding Laws ::In the courts


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In the courts :: Ohio v. Southern Comfort Catering 08 CV 4096

Columbus, Ohio Facts: “failed to bring enough food, utensils,

plates or servers… arrived late or never arrived at all. The Ohio Attorney General sued for violations of Ohio’s Consumer Protection Statutes.

Result: Consent Decree http://www.10tv.com/live/content/local/stories/2008/03/19/caterer.html?sid=

102

http://www.10tv.com/live/content/local/stories/2008/03/19/caterer.html?sid=102

http://www.10tv.com/live/content/local/stories/2008/03/19/caterer.html?sid=102


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In the courts :: Anderson v. Bo-Ka Flowers 2004-Ohio-4401

Findlay, Ohio Facts: THE FLOWERS WERE NOT THE RIGHT

COLOR! Result: Breach of the implied warranty of

fitness and awarded $1,256.50 plus 10% interest for the value of the wedding party's bouquets.


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In the courts :: Scott v. Marckel 2008 Ohio 2743

Defiance, Ohio “The display then toppled over and landed on

the cake table, striking Buster as it fell.” The DJ: “I saw Buster Scott get hit by a pillar

box display there that evening. I had just gone on break and I was standing approximately six feet from the "Roman-Ruins" pillar box display. I saw the entire event from start to finish.”

Result: Case dismissed But: Consumed 4 years, $ of attorneys/expert


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In the courts :: Deitsch v. The Music Co. 6 Ohio Misc. 2d 6 (1983)

Hamilton County, Ohio Facts: Contract for 4 piece band at a wedding

reception, for $295 with a $65 deposit. The band never showed up.

“After much wailing and gnashing of teeth, plaintiffs were able to send a friend to obtain some stereo equipment to provide music, which equipment was set up at about 9:00 p.m.”

Result: Judgment for $815. “…compensation for their distress, inconvenience,

and the diminution in value of their reception.”


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In the courts :: McGrane v. Lighthouse Inn 2007-Ohio-4477

Toledo, Ohio Facts: The groom's brother, Michael Cannon, was

involved in an altercation with two guests, one of whom required medical treatment. Original case settled.

Appellants alleged that the employees of appellee negligently served alcohol to an intoxicated person and/or failed to take steps to control Cannon's activities.

Diacou testified that in the 35 years he had been in the banquet and nightclub business, this was the only instance he recalls of an altercation during a wedding reception.


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In the courts :: McGrane v. Lighthouse Inn Result: The court found that appellee had

provided reasonable security as provided for under the contract, that there was insufficient credible evidence that appellee's agents had served alcohol to an intoxicated person.

But: Lighthouse Inn already settled with one or more plaintiffs, and paid for attorneys fees.


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In the courts :: Lakeside Center & the Neighbor Weinfeld v. Welling, 2005-Ohio-4721

Perry Township, Ohio (Stark County) Facts: Intentionally and deliberately

operated noisy pieces of lawn equipment in an attempt to disrupt the events being conducted at the center.

Jury Verdict: $260,000.00 (later reduced and new trial granted.)


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In the courts :: Moore v. Tall Timbers Banquet 2006-Ohio-3249

Reynoldsburg, Ohio Facts: Attendee at a wedding reception

exited through a door and fell off a ramp, sustaining injuries.

Result: Sent back to the court to determine if the ramp was an “open and obvious danger”

Result: Case settled six years after wedding reception.

Costs: Attorneys’ fees and time.


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Wedding Laws ::Questions


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Wedding Laws ::Questions & Open Forum

Thank you for your attendance and participation today.

Please visit my website: BMGLaw.com Please call or e-mail me for an individual

[email protected]

04/13/2023Footer40

Hidden SlideWedding Laws :: Engagement Rings

Gift in contemplation of marriage Must return the ring if the wedding doesn’t happy. McIntire v. Raukhorst, 65 Ohio App.3d 728 (1989),

Wheeler v. Martin, 2004-Ohio-6936 Even after annulment. Kelly v. Kelly, 2005-Ohio-4740 See Annotation, Rights in Respect of Engagement and Courtship

Presents When Marriage Does Not Ensue (1972), 46 A.L.R.3d 578

Unjustifiable broken engagement Return it, unless donor is at fault.

Wion v. Henderson (1985), 24 Ohio App.3d 207. Mostly abandoned in Ohio.

Patterson v. Blanton (1996), 109 Ohio App.3d 349

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