Robison, Curphey & O'Connell Feed Jun 2019firmwise Update on Enforceability of Non-Compete Provisions in Employment Contracts May 2019News<p>Non-competition provisions are common in employment agreements. Employers use these agreements to prevent employees from unfairly taking their skills and knowledge to a competitor, and to protect trade secrets and other confidential information. Employees and some courts dislike non-competition agreements, however, because they can limit future job opportunities and stifle free trade and competition. Moreover, many employers, especially in high-tech industries, oppose the use of these agreements because they make it harder to attract new talent. As a result of this opposition, proposed legislation and court developments may drastically alter the legal landscape for these clauses in the near future.</p> <p>Currently, courts in Ohio and Michigan will enforce reasonable non-competition agreements. Enforceable agreements must further the employer&rsquo;s legitimate interests and must not restrict an employee&rsquo;s opportunity to work using his or her own knowledge, apply for too long, or apply in an overly broad geographic area.</p> <p>Proposed legislation currently pending in the Michigan House would limit employers&rsquo; ability to obtain non-competition agreements from current employees. If passed, House Bill 4755 would render such agreements with employees earning less than $31,200 unenforceable. The legislation also would prohibit selecting the law of another state in a contract to avoid non-enforcement by courts. Violations of the proposed statute would result in a $5,000 fine for each violation. This legislation has been in committee since June 2017, and the House has taken no action on the bill since its introduction.</p> <p>Massachusetts recently adopted a law restricting the use of non-compete agreements. The law applies to agreements entered into on or after October 1, 2018. Among other changes, no non-compete affected by the law can last longer than twelve months after the end of employment, although that time limit can be extended through an employee&rsquo;s unlawful conduct. The new law requires additional consideration beyond continued employment if the agreement is made after employment begins. A non-compete provision is presumed necessary if the employer&rsquo;s legitimate interest in protecting confidential information or goodwill cannot be protected through non-solicitation or confidentiality agreements. The law also provides additional limits on the geographic scope of the agreement. Only non-compete agreements with garden leave provisions, which require the employer to pay at least 50% of the employee&rsquo;s highest annualized salary over the two years prior to termination of employment for the duration of the restricted time period, are valid. Non-compete agreements cannot be enforced against non-exempt employees under the Fair Labor Standards Act, employees under 18 years old, or employees terminated without cause or laid off.</p> <p>California prohibits courts from enforcing non-competition agreements. This prohibition extends to all employees. The law provides limited exceptions related to the sale of a business. Under California law, employees may sue employers if termination results from an employee refusing to sign such an agreement. Montana, North Dakota, and Oklahoma also disallow non-competition agreements. Pending legislation would prohibit enforcement of most non-compete agreements in Pennsylvania and Vermont. Other states, while not making non-competition clauses unenforceable, have limited their scope. In Hawaii, Act 158 banned non-competition clauses for technology business employees only. Also in Hawaii, a bill banning non-compete agreements among low-wage workers is pending in committee. Oregon and Utah have both limited the length of the clauses to a year and eighteen months respectively. Alabama set two years as a presumptively reasonable length of time for non-compete agreements.</p> <p>Two bills affecting non-compete agreements have been referred to U.S. Senate committees in the past year, but no further action has been taken on either. The Workplace Mobility Act of 2018 would ban all non-compete agreements, while the Freedom to Compete Act would prohibit non-compete agreements between employers and employees classified as non-exempt under the Fair Labor Standards Act . The Workplace Mobility Act has been dormant in committee since April 2018, while the Freedom to Compete Act has been in committee since January 2019.&nbsp;</p> <p>In most states, including Ohio and Michigan, non-competition agreements are enforced if employers draft their provisions reasonably. However, the validity of these agreements may rapidly change in the near future. Employers should be aware of these potential sea changes in this area of the law.</p> Welcomes Summer Associate Zack Lemon May 2019News<p><img src="" hspace="0" vspace="0" align="absmiddle" alt="" border="0" width="437" height="373" /></p> <p>Zack Lemon, a third-year law student at The University of Toledo, has joined RCO Law as a Summer Associate. Zack will be working with RCO&rsquo;s Practice Groups including Business, Healthcare, Labor and Employment, Litigation, and Wealth Preservation.</p> <p>Zack is a native of Cleveland, and earned his undergraduate degree from Ashland University, Ashland, OH.</p> <p>Previously, he was a general assignment and suburban reporter for The Blade.</p> <p>As a second-year law student at UT, he served as an intern with The Honorable Magistrate Judge James R. Knepp,II, in the U.S. District Court for the Northern District of Ohio.</p> Presents Commemorative Gavel to Judge Alfonso Gonzalez on Behalf of Lucas County Bar Association May 2019News<p>Attorney Chad M. Thompson presented Judge Alfonso J. Gonzalez, the newest member of the Lucas County Court of Common Pleas, with a commemorative gavel during Judge Gonzalez's May 1, 2019 investiture ceremony. Mr. Thompson made the presentation in his capacity as First Vice President of the Lucas County Bar Association and as part of a longstanding tradition whereby the Association welcomes new judges to the bench with an engraved gavel.</p> Addresses Society of Financial Service Providers on Estate Planning May 2019News<p>RCO Attorney Paul Croy will address the Society of Financial Service Providers in Toledo on Thursday, May 16, from 8:30 a.m. to 11 a.m. at Brandywine Country Club. Croy will be speaking on &ldquo;Estate Planning &ndash; What to do with Guns &amp; Other Collectibles.&rdquo;&nbsp;</p> <p>Breakfast and check-in begin at 8:30 a.m. with the presentation at 9:00 a.m. &nbsp;Two hours of continuing education credits will be provided for OH Insurance, MI Insurance, CFP, CLE, CPE &amp; PACE.</p> - An Historical Perspective May 2019Insight<p>Contracts have been an important part of personal and business life since the dark ages of English common law (the ancestor of the U.S. legal system) hundreds of years ago. In medieval times it was common for contracts to be oral (verbal) as few people except nobility and clergy could read and write, and a common law system of law and procedure developed for judging oral contracts, the remnants of which are embodied in U.S. law.</p> <p>While oral contracts may have a place in modern life (do you have a written contract for your neighbor teenagers to cut your grass or shovel your snow?), the conventional practice is to have written contracts for significant personal and business undertakings.&nbsp; The first decisions to make are which transactions require a written contract and what assistance is required in drafting or reviewing the contract.</p> <p>In everyday life, many written contracts are thrust upon you, the impact of which may not be known in the absence of a failure to perform.&nbsp; Think of the fine print on the back of a parking receipt, the sales documentation for your new car, the lease contract for your apartment, your credit card agreement, or various types of insurance contracts.&nbsp; Many people accept these arrangements as a part of modern life with the expectation that things will somehow work out in the event of a problem.</p> <p>On the other hand, many people seek advice on more complex matters such as the purchase of a house or business-related matters such as employment agreements, or when applicable, contracts related to the structure and operation of a closely-held business.</p> <p>When applicable, advisors should be sought who are familiar with the law in the field of the contract to be prepared, such as real estate, business formation, operation and licenses, employment, etc. as the contract will inherently reflect the underlying law in the expression of the contractual undertakings.</p> <p>For example, the contracts will typically address topics such as:</p> <ol> <li>The Parties</li> <li>The rights and obligations of the Parties</li> <li>The goods, services, or property to be delivered</li> <li>Representation, Warranties and Indemnities</li> <li>The consideration, such as money to be paid</li> <li>The schedule of performance and payments</li> <li>Term and Termination</li> <li>Rights on breach</li> <li>Applicable law and dispute resolution</li> </ol> <p>In many situations which do not lend themselves to standard contract terms, an ounce of prevention may be worth a pound of cure in clearly expressing the undertaking in writing.&nbsp; While oral contracts have their place, they can be difficult to prove, often lack implementing details and suffer from fading memories.</p> <p>The lawyers at RCO Law can help with questions.</p> Hosts St. John's Jesuit Senior to Promote Law Career May 2019News<p><img src="" hspace="0" vspace="0" align="absmiddle" alt="" border="0" width="437" height="327" /></p> <p>RCO Law hosted Nathan Aloi, from St. John&rsquo;s Jesuit High School, as part of his SJJ Senior Project. Nathan is headed to John Carroll University next fall and has expressed an interest in pursuing law as a career. &nbsp;During his time with RCO last week, he shadowed Managing Partner Pete Lavalette (above), Jim Brazeau, Dave Arnold, Corey Tomlinson, Kayla Henderson, and Kyle Jazweicki.</p> Enjoys Mud Hens Baseball May 2019News<p>RCO Law employees enjoyed attending the Mud Hens game on Saturday, May 4, to see the Hens play the Columbus Clippers.</p> <p><img src="" hspace="0" vspace="0" align="absmiddle" alt="" border="0" width="426" height="640" /></p> <p>Enjoying time in the suite with Muddy were Attorney Sarah Corney and her children (L to R) Elias, Addison, Calvin and Andrea.</p> Greenhouse is a Family Affair for Attorney Kathryn Mohr Apr 2019News<p align="left">Published by Tecumseh Herald on Thu, 04/25/2019 - 11:40am</p> <p align="left">By:<br /> MARY KAY McPARTLIN</p> <p align="left"><img src="" hspace="0" vspace="0" align="absmiddle" alt="" border="0" width="437" height="245" /><br /> Mark Prielipp, Kathryn Mohr and son, Paul inside the nursery at 7722 Britton Hwy. Photo by Jim Lincoln.</p> <p align="left">Like so many people in the area, farming is in the blood of husband and wife, Mark Prielipp and Kathryn Mohr. Both grew up on family farms and continued their relationship with the land &ndash; Mark as part of a family farm and greenhouse and Kathryn as an attorney specializing in farm succession planning.</p> <p align="left">Their three children &ndash; Paul, Anna and Adam &ndash; all want to be part of the family farming tradition, inspiring Mark and Kathryn to create a family farm model that fit the Prielipp traditions. They understand the hard work involved in planting and harvesting as well as working with the public. Everyone in the family has mastered interpersonal skills from working at farmers markets.</p> <p align="left">&ldquo;In our opinion in order to pass the farm to our children we needed to separate from the past and start a new business if our children were to have a future in agriculture,&rdquo; said Kathryn. &ldquo;We had to create a pathway for our children. Mark and I are partners with our son Paul and his wife Adrienne in Mark Prielipp Greenhouse and Mohr, LLC. We also formed Prielipp Ag Co., LLC, which farms our 1,800 acres. Paul was one of two farmers in Lenawee County last year to grow organic soybeans.&rdquo;</p> <p align="left">In addition to a love of the land, each of the four partners understands the business side of farming. Paul and Adrienne met as business majors at Adrian College. Adrienne also has an MBA with a marketing emphasis.</p> <p align="left">Mark Prielipp Greenhouse and Mohr didn&rsquo;t hesitate to harness nature to help make the business sustainable and environmentally friendly. Sun, wind and rain all help the business to operate optimally.</p> <p align="left">The water held in the two-acre greenhouse pond is there to help irrigate plants and is captured from the rainwater that runs off the roof. According to Paul, the 45 gutter drains on the greenhouse pull 28,000 gallons of water for every inch of rain.</p> <p align="left">&ldquo;It&rsquo;s totally self-sustaining,&rdquo; he said.</p> <p align="left">Heat is controlled within the greenhouse through roof venting as well as roof shades, which kept the greenhouse warm this winter without needing as much help from heaters. This summer, temperature inside the greenhouse will be cooler thanks to the shades and the ability to vent the roof.</p> <p align="left">The cost for these innovations was steep, but the financial benefits began immediately. &ldquo;It&rsquo;s really cut our heating costs dramatically,&rdquo; said Paul. &ldquo;It&rsquo;s pretty amazing.&rdquo;</p> <p align="left">Beyond a financial benefit, there is also an improved environment for everyone in the greenhouse &ndash; workers and customers.</p> <p align="left">&ldquo;We also have created a beautiful, calming atmosphere that is clean and friendly for folks that may have mobility issues to visit and love our flowers as we do,&rdquo; Kathryn said.</p> <p align="left">In addition to the plants and produce, there is also an area featuring specialty garden items.</p> <p align="left">For people visiting the greenhouse with a plant lover who are not interested in plants and flowers, there is a special seating area to relax during the visit. A children&rsquo;s play area provides a spot for the younger gardeners in the family to have fun while Mom and Dad shop.</p> <p align="left">Plants get their start in late January and early February from seed or cuttings. The greenhouse is open eight or nine months out of the year with a variety of product and produce (see sidebar).</p> <p align="left">In the community, people have been looking forward to the greenhouse opening, ready to support a long-time Britton farm family. &ldquo;The postmaster, every time I go in to pick up packages, assures me that everyone is excited,&rdquo; said Kathryn.</p> <p align="left">&ldquo;We&rsquo;ve been grateful that the community has been excited,&rdquo; Paul said. &ldquo;A lot of people have stopped by.&rdquo;</p> <p align="left">Mark Prielipp Geenhouse and Mohr is located at 7722 Britton Highway, one mile north of M- 50. Open for business, Monday through Saturday, 8 a.m. to 6 p.m., the greenhouse hours will expand to seven days a week from 8 a.m. to 8 p.m., with a grand opening planned for Mother&rsquo;s Day weekend.</p> <p>All methods of payment are accepted, including Apple Pay and Google Pay. For more information, follow Mark Prielipp Greenhouse and Mohr on Facebook or call 517.673.4323.</p> Provides Estate Planning Presentation to StoryPoint Senior Living Apr 2019News<p>Attorney Paul E. Croy will be presenting <i>Pigs Get Fat &ndash; A Different View on Estate Planning</i> to residents of StoryPoint in Waterville, Ohio, on Wednesday, April 3.</p> <p>Croy&rsquo;s presentation covers important information on estate planning along with light-hearted humor. StoryPoint opened in 2018 to provide senior living facilities and care.</p> To Speak at the Tecumseh Land Trust Family Farm Workshop on April 6 Apr 2019News<p>RCO Attorney Paul E. Croy will speak on Wednesday, April 6, at the <i>Planning for Transition Workshop: Ensure Smooth Succession</i> at the Clark State Community College, Springfield, Ohio. The workshop is sponsored by the Tecumseh Land Trust, Ohio Ecological Food and Farm Association (OEFFA), and Clark State Community College. &nbsp;Croy&rsquo;s topic will be on <i>Keeping the Farm in the Family. </i>His presentationwill include information on utilizing trusts and LLCs, managing taxes, and conservation easements. The&nbsp;<strong>Tecumseh Land Trust</strong> is a nonprofit conservation organization serving Greene and Clark counties of Ohio and surrounding areas. The purpose of the Tecumseh Land Trust is to preserve agricultural land, natural areas, water resources, and historic sites, in voluntary cooperation with landowners, and to educate the public about permanent land preservation.&nbsp;For additional information or to register, go to the Tecumseh Land Trust website, <a href="" target="_blank"></a>, or contact <a href=""></a>.&nbsp;</p>