Robison, Curphey & O'Connell Feedhttps://www.rcolaw.com/?t=39&format=xml&directive=0&stylesheet=rss&records=10en-us06 Apr 2020firmwisehttp://blogs.law.harvard.edu/tech/rssCOVID-19 Resources and Linkshttps://www.rcolaw.com/?t=40&an=107328&format=xml06 Apr 2020News<p><b><u>FEDERAL LAWS</u></b></p> <p><a href="https://www.congress.gov/bill/116th-congress/house-bill/6074/text" target="_blank"><b><i>Phase 1 - Coronavirus Preparedness and Response Supplemental Appropriations Act (CPRSAA)</i></b></a></p> <p>This bill provides $8.3 billion in emergency funding for federal agencies to respond to the coronavirus outbreak.<br /> This was signed into law by President Trump on March 6, 2020.</p> <p><b><i><a href="https://www.congress.gov/bill/116th-congress/house-bill/6201/text?q=%7B%22search%22%3A%5B%22H.R.+6201%22%5D%7D&amp;r=1&amp;s=2" target="_blank">Phase 2 - Families First Coronavirus Response Act (FFCRA) </a></i></b></p> <p>This bill responds to the coronavirus outbreak by providing paid sick leave and free coronavirus testing, expanding food assistance and unemployment benefits, and requiring employers to provide additional protections for health care workers.<br /> This was signed into law by President Trump on March 18, 2020.</p> <p><b><i><a href="https://www.congress.gov/bill/116th-congress/senate-bill/3548" target="_blank">Phase 3 - Coronavirus Aid Relief and Economic Security Act (CARES Act)</a></i></b></p> <p>This bill provides a $2.2 trillion economic stimulus package in response to the COVID-19 crisis.<br /> This was signed into law by President Trump on March 27, 2020.</p> <ul> <li>This bill&nbsp;addresses economic&nbsp;impacts of, and otherwise responds to,&nbsp;the COVID-19&nbsp;(coronavirus) outbreak.</li> <li>The bill authorizes emergency loans to distressed businesses, including air carriers, and&nbsp;suspends certain aviation excise taxes. <ul> <li>With respect to small businesses, the bill: <ul> <li>establishes, and provides funding for,&nbsp;forgivable bridge loans; and</li> <li>provides additional funding for grants and technical assistance.</li> </ul> </li> </ul> </li> <li>The bill also provides funding for&nbsp;$1,200 tax rebates&nbsp;to individuals, with additional $500&nbsp;payments per qualifying child. The rebate begins phasing out&nbsp;when&nbsp;incomes exceed $75,000 (or $150,000 for joint filers).</li> <li>The bill establishes limits on requirements for employers to provide paid leave. <ul> <li>With respect to taxes, the bill: <ul> <li>establishes special rules for certain tax-favored withdrawals from retirement plans;</li> <li>delays due dates for employer payroll taxes;</li> <li>amends the federal income tax rule applicable to the use of net operating losses (&ldquo;NOLs&rdquo;) for C corporations;</li> <li>revises other provisions, including those&nbsp;related to&nbsp;losses, charitable deductions, and business interests.</li> </ul> </li> <li>With respect to health care, the bill: <ul> <li>provides additional funding for the prevention, diagnosis, and treatment of COVID-19;</li> <li>limits liability for volunteer health care professionals;</li> <li>prioritizes Food and Drug Administration (FDA) review of certain drugs;</li> <li>allows emergency use of certain diagnostic tests that&nbsp;are not approved&nbsp;by the FDA;</li> <li>expands health-insurance coverage for diagnostic testing and requires coverage for preventative services and vaccines;</li> <li>revises other provisions, including those&nbsp;regarding the medical supply chain, the national stockpile, the health care workforce, the Healthy Start program, telehealth services, nutrition services, Medicare, and Medicaid.</li> </ul> </li> <li>With respect to education, the bill: <ul> <li>temporarily suspends payments for federal student loans; and&nbsp;</li> <li>otherwise revises provisions related to campus-based aid,&nbsp;supplemental educational-opportunity grants,&nbsp;federal work-study, subsidized loans, Pell Grants, and foreign institutions.</li> </ul> </li> </ul> </li> <li>The bill also authorizes the Department of the Treasury&nbsp;to temporarily guarantee money-market funds.</li> </ul> <p><b><u>FEDERAL ADMINISTRATIVE MATERIALS AND LINKS</u></b></p> <p><b><i>Department of Labor</i></b></p> <p><a href="https://www.dol.gov/coronavirus" target="_blank">Coronavirus Resources</a></p> <p><a href="https://www.dol.gov/agencies/whd/pandemic" target="_blank">COVID-19 and the American Workplace</a></p> <p><a href="https://www.dol.gov/agencies/whd/pandemic/ffcra-questions" target="_blank">FFCRA Questions and Answers</a></p> <p><a href="https://www.dol.gov/agencies/whd/pandemic/ffcra-employee-paid-leave" target="_blank">FFCRA Employee Paid Rights</a></p> <p><a href="https://www.dol.gov/agencies/whd/flsa/pandemic" target="_blank">COVID-19 and the Fair Labor Standards Act - Questions and Answers</a></p> <p><a href="https://www.dol.gov/agencies/whd/fmla/pandemic" target="_blank">COVID-19 and the Family and Medical Leave Act - Questions and Answers</a></p> <p><a href="https://www.osha.gov/SLTC/COVID-19/" target="_blank">OSHA COVID-19 Overview</a></p> <p><a href="https://www.osha.gov/Publications/OSHA3990.pdf" target="_blank">OSHA&rsquo;s Guidance on Preparing Workplaces for COVID-19</a></p> <p><b><i>Centers for Disease Control</i></b></p> <p><a href="https://www.cdc.gov/coronavirus/2019-ncov/index.html" target="_blank">COVID-19 Health Related Information</a></p> <p><a href="https://www.cdc.gov/coronavirus/2019-ncov/community/organizations/businesses-employers.html" target="_blank">Resources for Businesses and Employers</a></p> <p><a href="https://www.cdc.gov/coronavirus/2019-ncov/community/guidance-business-response.html" target="_blank">CDC Guidelines for Employers</a></p> <p><a href="https://www.cdc.gov/coronavirus/2019-ncov/prepare/disinfecting-building-facility.html" target="_blank">CDC Recommendations for Cleaning and Disinfecting Building Facilities</a></p> <p><b><i>Small Business Administration</i></b></p> <p><a href="https://www.sba.gov/funding-programs/disaster-assistance" target="_blank">Disaster Assistance</a></p> <p><a href="https://www.sba.gov/disaster-assistance/coronavirus-COVID-19" target="_blank">SBA Disaster Assistance in Response to the Coronavirus</a></p> <p><b><u>OHIO</u></b></p> <p>&nbsp;<b><i>Governor Mike DeWine&rsquo;s Executive Orders</i></b></p> <p>1- <a href="https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/executive-order-2020-01-d" target="_blank">Declaration of Emergency</a></p> <p>2- <a href="https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/" target="_blank">Emergency Amendment of Certain Ohio Administrative Code rules</a></p> <p>3- <a href="https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/executive-order-2020-03-d" target="_blank">Lifting Certain Unemployment Compensation rules</a></p> <p>4- <a href="https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/executive-order-2020-04d" target="_blank">Establishing a Temporary Child Care License</a></p> <p>5- <a href="https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/executive-order-2020-05d" target="_blank">Emergency Medicaid rules</a></p> <p>6- <a href="https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/executive-order-2020-06d" target="_blank">Rules Regarding the Ohio Board of Pharmacy</a></p> <p>7- <a href="https://governor.ohio.gov/wps/portal/gov/governor/media/executive-orders/executive-order-2020-07d" target="_blank">Emergency Adoption of Rules Regarding the Department of Job and Family Services</a></p> <p><b><i>Ohio Department of Job and Family Services (Unemployment Information)</i></b>&nbsp;</p> <p><a href="http://jfs.ohio.gov/ouio/CoronavirusAndUI.stm" target="_blank">Coronavirus and Unemployment Insurance Benefits page</a></p> <p><a href="http://www.odjfs.state.oh.us/forms/num/JFS00671/pdf/" target="_blank">Mass Layoff Instruction Sheet</a></p> <p><a href="http://jfs.ohio.gov/ouio/InstructionsForFilingWeeklyClaimsRelatedToCOVID-19.stm" target="_blank">Instructions for Filing Weekly Claims Related to COVID-19</a></p> <p><b><i>Ohio Department of Health Orders and Joint Orders</i></b></p> <p><a href="https://coronavirus.ohio.gov/static/DirectorsOrderStayAtHome.pdf" target="_blank">Director of the Ohio Department of Health (ODH) - Stay at Home Order</a></p> <p><a href="https://coronavirus.ohio.gov/wps/portal/gov/COVID-19/home/public-health-orders/public-health-orders" target="_blank">Additional ODH Public Health Orders</a></p> <p><a href="https://coronavirus.ohio.gov/wps/portal/gov/COVID-19/home/public-health-orders/public-health-orders" target="_blank">ODH Joint Director&rsquo;s Orders</a></p> <p><b><u>MICHIGAN</u></b>&nbsp;</p> <p><b><i>Department of Labor and Economic Opportunity</i></b><b> <i>(Unemployment Information)</i></b></p> <p><a href="https://www.michigan.gov/leo/0,5863,7-336-78421_97241_98585---,00.html" target="_blank">Unemployment Benefits Resources for Employees</a></p> <p><a href="https://www.michigan.gov/leo/0,5863,7-336-78421_97241_98677---,00.html" target="_blank">Unemployment Benefits Resources for Employers</a></p> <p><a href="https://www.michigan.gov/coronavirus" target="_blank">COVID-19 Employer and Employee Resources</a></p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10COVID-19 General Business Informationhttps://www.rcolaw.com/?t=40&an=107717&format=xml03 Apr 2020News<p><u>Deferral or Forbearance of Loan Payments</u></p> <p><b>Subsidy for Certain Loan Payments &ndash; </b>The CARES Act requires the SBA to pay all principal, interest, and fees on all existing SBA loan products, including 7(a), Community Advantage, 504, and Microloan programs (except for the Paycheck Protection Program), for six months as relief to small businesses negatively affected by the COVID-19 pandemic. Loans that are already on deferment will receive six months of payment by the SBA, beginning with the first payment after the deferral period. Loans made in the first six months after enactment will also receive a full six months of loan payments by the SBA.</p> <p><b>Foreclosure Moratorium and Consumer Right to Request Forbearance </b>&ndash; The CARES Act prohibits foreclosures on all federally-backed mortgage loans for a 60-day period beginning on March 18, 2020. It provides up to 180 days of forbearance for borrowers of a federally-backed mortgage loan who have experienced a financial hardship related to the COVID-19 emergency. Applicable mortgages include those purchased by Fannie Mae and Freddie Mac, insured by HUD, VA, or USDA, or directly made by USDA.</p> <p><b>Forbearance of Residential Mortgage Loan Payments for Multifamily Properties with Federally Backed Loans</b> &ndash; The CARES Act provides up to 90 days of forbearance for multifamily borrowers with a federally backed multifamily mortgage loan who have experienced a financial hardship. Borrowers receiving forbearance may not evict or charge late fees to tenants for the duration of the forbearance period. Applicable mortgages include loans to real property designed for five or more families that are purchased, insured, or assisted by Fannie Mae, Freddie Mac, or HUD.</p> <p><b>Student Loans</b> - All payments of principal and interest for certain federal student loans are suspended through September 30, 2020. The suspended payments are treated as if made for consumer credit reporting.</p> <p><u>Employment Issues</u></p> <p><b>Equal Employment Opportunity Commission</b> (EEOC) &ndash; The EEOC enforces workplace anti-discrimination laws including the Americans with Disabilities Act (ADA) and the Rehabilitation Act. This includes the requirement for reasonable accommodation and rules about medical examinations and inquiries. The EEOC has offered guidance to employers regarding COVID-19. In its guidance the EEOC stated that during the COVID-19 pandemic employers can do the following without violating the provisions of the Americans with Disabilities Act (ADA) or the Rehabilitation Act:</p> <ul> <li>ask employees if they are experiencing symptoms of COVID-19, provided that the information is maintained as a confidential medical record;</li> <li>measure employees&rsquo; body temperatures;</li> <li>tell employees who become ill with symptoms of COVID-19 to stay home (or leave work);</li> <li>require employees returning to work to provide a doctor&rsquo;s note stating they are fit for duty;</li> <li>screen job applicants for symptoms of COVID-19 after making a conditional job offer, as long as it does so for all entering employees in the same type of job; and</li> <li>withdraw a job offer when it needs the applicant to start immediately but the individual tests positive for COVID-19 or has symptoms of it.</li> </ul> <p>More information available <a href="https://www.eeoc.gov/eeoc/newsroom/wysk/wysk_ada_rehabilitaion_act_coronavirus.cfm" target="_blank">here</a>.</p> <p><b>Occupational Safety and Health Act (OSH Act) &ndash; </b>OSH Act assures that employees have safe and healthful working conditions by enforcement of standards required under the act. The Occupational Safety and Health Administration (OSHA) released guidance on preparing workplaces for COVID-19. &nbsp;OSHA has divided workplaces and work operations into four risk zones, according to the likelihood of employees&rsquo; occupational exposure during a pandemic. These risk zones are useful in determining appropriate work practices and precautions. The guidance also provides steps all employers should take to reduce workers&rsquo; exposure to COVID-19. These steps include:</p> <ul> <li>developing an infectious disease preparedness and response plan;</li> <li>preparing to implement basic infection prevention measures;</li> <li>developing policies and procedures for prompt identification and isolation of sick people;</li> <li>developing, implementing, and communicating about workplace flexibilities and protections;</li> <li>implementing workplace controls; and</li> <li>following existing OSHA standards.</li> </ul> <p>There are no specific standards covering COVID-19, however OSHA has stated that there are standards that could apply to preventing occupational exposure to COVID-19. Among the most relevant are:</p> <ul> <li>OSH Act's Personal Protective Equipment (PPE) standards which require using gloves, eye and face protection, and respiratory protection. <ul> <li>When respirators are necessary to protect workers, employers must implement a comprehensive respiratory protection program in accordance with the respiratory protection standard (29 CFR 1910.134).</li> </ul> </li> <li>The General Duty Clause which requires employers to furnish to each worker &ldquo;employment and a place of employment, which are free from recognized hazards that are causing or are likely to cause death or serious physical harm.&rdquo;</li> </ul> <p>More information available at:<br /> <a href="https://www.osha.gov/Publications/OSHA3990.pdf" target="_blank">https://www.osha.gov/Publications/OSHA3990.pdf</a><br /> <a href="https://www.osha.gov/SLTC/covid-19/standards.html" target="_blank">https://www.osha.gov/SLTC/covid-19/standards.html</a></p> <p><b>National Labor Relations Act (NLRA)</b> &ndash; Employers with unionized employees should review their collective bargaining agreements (CBAs) to determine their rights and obligations. Where the plain language of the CBA broadly grants employers the right to implement new policies or procedures or to revise existing ones, an employer may make unilateral changes to the CBA, provided no other provision of the agreement limits those changes. If the CBA does not give the employer the right to proceed unilaterally, then the employer likely has a duty to bargain over changes to mandatory subjects of bargaining. Mandatory subjects of bargaining include rates of pay, wages, hours of employment, and other conditions of employment. However, the National Labor Relations Board (NLRB) has recognized an exception to the duty to bargain where &ldquo;economic exigencies&rdquo; compel &ldquo;prompt action.&rdquo; The NLRB has applied this exception in cases involving &ldquo;extraordinary events&rdquo; that: have a major economic effect; require the employer to take immediate action; and are caused by external events, are beyond the employer&rsquo;s control, and/or are not reasonably foreseeable. Circumstances caused by COVID-19 could create economic exigencies that compel prompt action.</p> <p><b>Paid Leave</b> -&nbsp;&nbsp; Families First Coronavirus Response Act (FFCRA) responds to the COVID-19 outbreak by providing paid sick leave and free coronavirus testing, expanding food assistance and unemployment benefits, and requiring employers to provide additional protections for health care workers.</p> <p>&nbsp;</p> <table width="95%" border="1" cellpadding="1" cellspacing="1"> <tbody> <tr> <td>&nbsp;</td> <td> <p align="center"><b>Emergency</b><br /> <b>Family and Medical Leave Expansion Act (FMLEA)</b></p> </td> <td style="text-align: center;"><b>Emergency Paid Sick Leave Act (EPSLA)</b></td> </tr> <tr> <td valign="top">Amount of Leave</td> <td valign="top">12 weeks of job-protected paid (FMLA) leave &ndash; of which the first 10 days may be unpaid.</td> <td valign="top"> <ul> <li>Employers will be required to provide full-time employees 80 hours of paid sick leave. &ldquo;Full-time&rdquo; is not defined for purposes of the bill.</li> <li>Employers will be required to provide part-time employees a number of hours of paid sick leave equal to the number of hours that employee works, on average, over a 2-week period.</li> </ul> </td> </tr> <tr> <td valign="top">Eligibility</td> <td valign="top">The leave benefit covers all employees (full-time and part-time) who have been working for at least 30 calendar days.</td> <td valign="top">Eligible employees do not have to be employed for a certain length of time in order to be eligible for the paid leave provision.</td> </tr> <tr> <td valign="top">Reasons for Leave</td> <td valign="top">Eligible employees are those unable to work (or telework) due to a need for leave to care for the son or daughter under 18 years of age of such employee if the school or place of care has been closed, or the child care provider of such son or daughter is unavailable, due to a public health emergency.*</td> <td valign="top"> <ol> <li>The employee is subject to a Federal, State, or local quarantine or isolation order related to COVID-19;</li> <li>The employee has been advised by a health care provider to self-quarantine due to concerns related to COVID-19;</li> <li>The employee is experiencing symptoms of COVID-19 and seeking a medical diagnosis;</li> <li>The employee is caring for an individual who is subject to an order as described in subparagraph (1) or has been advised as described in paragraph (2);</li> <li>The employee is caring for a son or daughter of such employee if the school or place of care of the son or daughter has been closed, or the child care provider of such son or daughter is unavailable, due to COVID-19 precautions*; or</li> <li>The employee is experiencing any other substantially similar condition specified by the Secretary of Health and Human Services in consultation with the Secretary of the Treasury and the Secretary of Labor.</li> </ol> </td> </tr> <tr> <td valign="top">Amount of Pay</td> <td valign="top"> <ul> <li>After the first 10 days, employer must compensate employee in an amount that is not less than two-thirds of the employee&rsquo;s regular rate of pay and the amount should reflect the number of hours the employee would otherwise be normally scheduled to work.</li> <li>The amount of paid leave cannot exceed $200 per day and $10,000 in the aggregate.</li> </ul> </td> <td valign="top"> <ul> <li>Pay is at an employee&rsquo;s regular rate if the employee takes leave to treat his or her own health issues related to COVID-19 or if the employee is subject to a quarantine or isolation order. (Uses (1), (2), and (3) described above). For any other qualifying leave reason, the bill mandates paid leave at two-thirds of an employee&rsquo;s regular rate (Uses (4), (5), and (6) described above).</li> <li>In no event shall such paid sick time exceed: <ul> <li>$511 per day and $5,100 in the aggregate for uses (1), (2), or (3): and</li> <li>$200 per day and $2,000 in the aggregate for uses (4), (5), or (6).</li> </ul> </li> </ul> </td> </tr> <tr> <td valign="top">Employer Threshold</td> <td valign="top">Only applies to employers with fewer than 500 employees</td> <td valign="top">Only applies to employers with fewer than 500 employees</td> </tr> <tr> <td valign="top">Tax Credit</td> <td valign="top"> <ul> <li>Provides employers with a refundable tax credit equal to 100% of qualified family leave wages paid.</li> <li>The amount of qualified family leave wages taken into account for each employee is capped at $200 per day and $10,000 for all calendar quarters.</li> </ul> </td> <td valign="top"> <ul> <li>Employer shall receive a refundable tax credit equal to 100% of qualified paid sick leave wages paid for each calendar quarter.</li> <li>The amount of credit per employee is capped at $511 per day for employees who must self-isolate, obtain a diagnosis, or comply with a self-isolate recommendation with respect to COVID-19.</li> <li>The amount of the credit is capped at $200 per day for employees caring for a family member or a child whose school or place of care has been closed.</li> </ul> </td> </tr> <tr> <td valign="top">*School or Childcare</td> <td valign="top" colspan="2">Both the FMLEA and EPSLA address benefits for employee parents whose child&rsquo;s school, place of care or care provider is unavailable due to Covid-19 concerns. While they both address the same issue, they mandate different benefits for eligible employees.&nbsp; According to the U.S. Department of Labor, a full-time employee in this situation could reap the benefits of both the FMLEA and the EPSLA.&nbsp; A full-time employee may be eligible for up to 12 weeks of leave (two weeks, meaning up to 80 hours, of paid sick leave under the EPSLA followed by up to 10 additional weeks of partially paid leave pursuant to the FMLEA at two thirds the employee&rsquo;s regular rate of pay).&nbsp;</td> </tr> </tbody> </table> <p>&nbsp;</p> <p><u>Government Programs</u></p> <p><b>Paycheck Protection Act &ndash; </b>The portion of the CARES Act that provides 100% federally-guaranteed loans to small and medium size businesses to help cover payroll and overhead expenses. Entities suffering due to COVID-19 with less than 500 employees are eligible for these loans. &nbsp;Eligible entities include businesses; 501(c)(3) nonprofit organizations; veterans organizations; certain tribal business concerns; eligible self-employed individuals; independent contractors; sole proprietorships; and businesses in the accommodation and food services industry that have less than 500 employees per physical location.</p> <p>Loan proceeds may be used for payroll expenses, employee paid sick leave, employee healthcare, rent or mortgage interest (not mortgage principal), utilities, and interest on other debt obligations. Payroll expenses include: employee salary, wages and commissions; payment of cash tips; payment of vacation; parental, family, medical or sick-leave; allowance for dismissal or separation; payment required for group health benefits (including insurance premiums); payment of retirement benefits; or payment of state or local tax assessed on employee compensation; and sole proprietor income or independent contractor compensation not in excess of $100,000.</p> <p>Loans are available for up to a 10-year term at 4 percent interest, with six months (and up to one year) deferral of principal and interest payments. Certain SBA requirements are waived. Loans are available with no personal guaranties of shareholders, members or partners; no collateral; no proving recipient cannot obtain funds elsewhere; no SBA fees (may still have to pay lender processing fee); and no prepayment fee. The amount of the loan is equal to 2.5 times an employer&rsquo;s average monthly payroll, with the maximum loan being $10 million.</p> <p>The forgiven amount will be equal to the amount actually paid for payroll costs, salaries, benefits, rent, utilities and mortgage interest during the eight weeks following disbursement of the loan. Additional wages paid to tipped employees under Section 3(m)(2)(A) of the Fair Labor Standard Acts may also be forgiven. Borrowers must apply for forgiveness with the lender servicing the loan. Loans are available through more than 800 existing SBA-certified lenders, including banks, credit unions, and other financial institutions.</p> <p><b>Emergency Economic Injury Disaster Loans (&ldquo;EIDLs&rdquo;)</b> &ndash; The SBA provides low-interest emergency economic injury disaster loans (&ldquo;EIDLs&rdquo;) to help small businesses recover from declared disasters. The CARES Act expanded eligibility for EIDLs. For the period between January 31, 2020 and December 31, 2020 (the &ldquo;covered period&rdquo;) EIDL eligibility is expanded to individuals operating sole proprietorships, independent contractors, cooperatives, non-profits and ESOPs with not more than 500 employees. EIDLs may be approved solely on the basis of an applicant&rsquo;s credit score or by use of alternative methods to gauge the applicant&rsquo;s ability to repay.</p> <p>The CARES Act also provides for emergency grants. Applicants may request an advance of up to $10,000 within three days after the Administrator receives the application, subject to verification that the entity is eligible under this program. The advance may be used for any allowable purposes under &sect;7(b)(2) of the Small Business Act and is not subject to repayment, even if the loan request is ultimately denied.</p> <p>Small businesses can apply for EIDLs at <a href="https://covid19relief.sba.gov/#/" target="_blank">https://covid19relief.sba.gov/#/</a>.</p> <p><b>SBA Express Bridge Loans &ndash; </b>The Express Bridge Loan Pilot Program allows small businesses that currently have a business relationship with an SBA Express Lender to access up to $25,000 with less paperwork. These loans can provide vital economic support to small businesses to help overcome the temporary loss of revenue they are experiencing and can be a term loan or used to bridge the gap while applying for a direct SBA Economic Injury Disaster loan. If a small business has an urgent need for cash while waiting for decision and disbursement on Economic Injury Disaster Loan, they may qualify for an SBA Express Disaster Bridge Loan.The loans are available for up to $25,000. The loans promise fast turnaround and will be repaid in full or in part by proceeds from the EIDL loan.</p> <p><b>Enhanced Unemployment Benefits</b> &ndash; The CARES Act expands eligibility for unemployment benefits to include those who are furloughed or out of work as a direct result of COVID-19, self-employed or gig workers, and those who have exhausted existing state and federal unemployment benefit provisions. Individuals who have the ability to telework with pay and those who are receiving paid sick leave or other paid benefits are expressly excluded. Additionally, the Act provides an increase of $600 per week in the amounts customarily available for unemployment under state law.&nbsp; The increase applies for unemployment payments made from the date of the law&rsquo;s enactment through July 31, 2020.</p> <p><b>Employee Retention Credit</b> &ndash; The CARES Act provides for an employee retention credit. Eligible employers will receive a credit against applicable employment taxes for each calendar quarter in an amount equal to 50% of the qualified wages with respect to each employee. The amount of qualified wages taken into account for each eligible employer will not exceed $10,000 per calendar quarter and the credit will not exceed the applicable employment taxes owed for such calendar quarter. An eligible employer is defined as any employer: (i) which was carrying on a trade or business during calendar year 2020, and (ii) the operation of their trade or business was fully or partially suspended due to governmental order as a result of COVID-19.</p> <p>If an eligible employer has 100 or fewer full-time employees, all employee wages are qualified wages. &nbsp;For eligible employers with more than 100 employees, qualified wages are wages paid&nbsp; to an employee unable to provide services due to either (i) the employer&rsquo;s operations being fully or partially suspended by governmental authority due to COVID-19, or (ii) the employer&rsquo;s decline in gross receipts.</p> <p><b>Extension of Tax Deadlines</b> - The deadlines to file and pay federal <u>income taxes</u> are extended to July 15, 2020. The 2019 income tax filing and payment deadlines for all taxpayers who file and pay their federal income taxes on April 15, 2020, are automatically extended until July 15, 2020. This relief applies to all individual returns, trusts, and corporations. This relief is automatic, taxpayers do not need to file any additional forms or call the IRS to qualify. This relief also includes estimated tax payments for tax year 2020 that are due on April 15, 2020. Penalties and interest will begin to accrue on any remaining unpaid balances as of July 16, 2020.</p> <p>Individual taxpayers who need additional time to file beyond the July 15 deadline can request a filing extension by filing Form 4868 through their tax professional, tax software or using the Free File link on IRS.gov. Businesses who need additional time must file Form 7004.</p> <p><u>Ohio</u> &ndash; Ohio has followed the federal government and IRS in extending the deadline to file and pay the state income tax to July 15, 2020. The filing extension, and waiver of penalty and interest, will be available to those filing the Ohio individual income tax, the school district income tax, the pass-through entity tax, and to those taxpayers that have opted in to have the commissioner administer the municipal net profit tax through the state&rsquo;s centralized filing system. Individuals, estates, trusts and certain businesses making quarterly estimated income tax payments, have also been granted additional time to file and pay without penalty or interest. The first and second quarterly payments, normally scheduled for April 15 and June 15 for most taxpayers, have both been extended to July 15, 2020.</p> <p><u>Michigan</u> &ndash; Governor Whitmer signed an executive order extending the April 2020 Michigan income tax filing deadlines. State and city income tax returns and payments due on April 15, 2020 are now due before midnight on July 15, 2020. Cities with income taxes due on April 30, 2020 will now be due on July 31, 2020.</p> <p><b>Delay of Payment of Employer Payroll Taxes</b> &ndash; The CARES Act allows for most employers to defer paying their share of the social security tax from the time the Act was signed into law through December 31, 2020. Half of this deferred amount would be due on December 31, 2021 and the other half by December 31, 2022.</p> <p><b>Modifications for Net Operating Losses (&ldquo;NOL&rdquo;)</b> - The CARES Act amends section 172(b) to allow for the carryback of losses arising in a taxable year beginning after December 31, 2017, and before January 1, 2021, to each of the five taxable years preceding the taxable year of the loss.</p> <p><b>Modification of Limitation on Losses for Taxpayers Other Than Corporations </b>&ndash; The CARES Act provides that for any taxpayer other than a corporation:</p> <ul> <li>For any taxable year beginning after December 31, 2020 and before January 1, 2026, any excess business loss of the taxpayer for the taxable year will not be allowed.</li> <li>For a taxable year beginning after December 31, 2017 and before January 1, 2026, subsection (j) (relating to a limitation on excess farm losses of certain taxpayers) would not apply.</li> </ul> <p>Regarding treatment of capital gains and losses the Act provides that deductions for losses from sales or exchanges of capital assets will not be taken into account. The amount of gains from sales or exchanges of capital assets taken into account will not exceed the lesser of (1) the capital gain net income determined by taking into account only gains and losses attributable to a trade or business, or (2) the capital gain net income.</p> <p>The amendments shall apply to taxable years beginning after December 31, 2017.</p> <p><b>Modification of Limitation on Business Interest</b> &ndash; The Cares Act temporarily increases the amount of interest expense businesses are allowed to deduct on their tax returns, by increasing the 30% limitation to 50% of taxable income (with adjustments) for 2019 and 2020.</p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10COVID-19 Information – Contract Issueshttps://www.rcolaw.com/?t=40&an=107721&format=xml03 Apr 2020News<p>Many businesses, including manufacturers and other suppliers within industry supply chains, are closing temporarily because of the COVID-19 emergency, sometimes because of state &ldquo;stay at home&rdquo; requirements and sometimes because their customers are shutting down or stopping all orders. Even if companies remain open, counterparties with whom they have a supply agreement &ndash; as buyer or as seller &ndash; may not be functioning.</p> <p>Current conditions will raise significant issues throughout supply chains for both buyers and sellers of goods. Some likely questions will include &ndash;</p> <ul> <li>Is my performance under the supply agreement excused by the pandemic?</li> <li>If I am open and need parts, but my supplier is closed, will I breach the supply agreement if I buy from another supplier?</li> <li>How do I obtain assurance from my supplier or customer that they will honor their future obligations under the supply contract?</li> <li>What do I do if a critical supplier tells me it can continue to supply my needs only if I significantly increase the prices I am paying?</li> </ul> <p><b>Excusing Performance</b> &ndash; Most supply agreements contain a prevision excusing a party&rsquo;s performance under certain extreme circumstances. These are often referred to as <i>force majeure </i>clauses. Here is a typical provision &ndash; this one is in the terms and conditions of a supply contract between a Tier 1 parts supplier in the automotive industry and one of its Tier 2 suppliers:</p> <p style="margin-left: 40px;">Neither party will be liable to the other party for any delay in delivery or failure to perform caused by natural disasters, wars, acts of God, actions by governmental authorities, embargoes, acts of terrorism, or&nbsp;court injunctions or orders, if such is without such party&rsquo;s fault or negligence (an &quot;Excusable Delay&quot;). For the avoidance of doubt, an Excusable Delay does not include (i) acts or omissions of Supplier's subcontractors or suppliers (including price increases or the inability of Supplier to obtain necessary manufacturing inputs from its normal or customary sources), (ii) labor disputes of Supplier, its subcontractors or its suppliers, including lockouts, strikes or slowdowns, or (iii) failure to comply with applicable Law. If an Excusable Delay occurs, the affected party will promptly notify the other party of the nature and anticipated duration of the delay or failure. XYZ will be entitled to terminate the Purchase Order if the Excusable Delay event persists or, in XYZ's reasonable opinion, is likely to persist long enough to jeopardize XYZ or any of XYZ's production. If XYZ determines that it must procure the Products from an alternative source during an Excusable Delay, the parties will discuss in good faith an equitable sharing of any excess cost incurred by XYZ in procuring the Products (or products similar thereto) from such alternative source.</p> <p>The threshold question is whether this clause applies to the present situation. COVID-19 is not a &ldquo;natural disaster, war, act of God, &hellip; embargo, act of terrorism, or court injunction or order.&rdquo; &nbsp;An order by the state government in which the company is located may, however, be an &ldquo;action by governmental authorities.&rdquo;&nbsp;Because the federal government has not taken any generally applicable action requiring businesses to close, each state is reacting to the pandemic in a different way.&nbsp;For example, in Ohio the Director of the Department of Health has issued an extensive &ldquo;Stay At Home Order&rdquo; that specifies which industries are deemed essential, in which case they are permitted to remain open. Companies that are in the supply chains of essential industries are also allowed to remain open to continue supplying goods to the essential companies.<sup><a href="#fn1">1</a></sup></p> <p>Accordingly, manufacturers and suppliers in Ohio that determine that they are either considered an essential industry or in the supply chain of an essential industry have not been ordered to shut down. Consequently, under the force majeure clause quoted above, such companies have not been ordered by a governmental authority to close (unless their local jurisdiction have issued such an order apart from the State of Ohio), and the pandemic will not excuse their performance under that supply contract.</p> <p>Since contracts differ across industries and companies, it will be critical for buyers and sellers who are parties to supply agreements to carefully review the force majeure clause in their supply contract, and to contact counsel for assistance if there is any question.</p> <p><b>Obtaining or Selling Goods Elsewhere </b>&ndash; If only one of the parties to a supply agreement is closed, and the other needs to continue to buy or sell goods, the party that remains open for business will have to decide if it can obtain needed goods from another supplier or sell goods to another customer. If the supply agreement is exclusive, or if the buyer has agreed to purchase 100% of its requirements from the supplier, unless performance is excused by the present circumstances purchasing from a different seller or selling to a different buyer will be a breach of the contract. Thus, the question of whether a breach is occurring will depend on the answer to whether the force majeure provision in the supply agreement excuses the performance of one or both parties. Exercising a force majeure provision to excuse performance will be a two-step process &ndash; determine first if the clause applies to the pandemic and the situation in your state or locality, then find out if your supplier or buyer intends to continue to honor their obligations under the supply agreement. The answer to these two questions will determine your next step.</p> <p><b>Assurance of Future Performance </b>&ndash; The Uniform Commercial Code, which is the basic law governing the sale of goods and is applicable in all states, provides a mechanism for obtaining assurance from a counterparty to a supply agreement that the party will continue to perform. If one party to a contract is reasonably concerned about the other party&rsquo;s performance, the concerned party can write to the other party and demand assurance of future performance. A lawyer in our Business Practice Group can assist you in preparing that letter.</p> <p><b>Supplier or Buyer Demands for Accommodations </b>&nbsp;-- In some cases, the counterparty to a supply contract will use the emergency to refuse to buy or sell unless critical issues like price or delivery terms are adjusted. This can occur under at least two scenarios.&nbsp;One, the performance of other party may be excused under the applicable force majeure clause. In that case, the counterparty is essentially saying &ldquo;I am not required to supply (or buy) but I will for a premium price (or a price reduction).&rdquo; In this scenario, the other party will have to decide if its business need to buy or sell the goods is such that it would make economic sense to agree to accommodate the demands. For example, a seller may decide that its margins are sufficient that it will still make money (or at least not lose money and be able to stay in production) with the adjusted price. If it would not make economic sense to agree to the accommodation, the demand can be refused because it would be a breach of the supply agreement, and the counterparty will then have to decide if it wishes to invoke the force majeure clause.</p> <p>A second scenario could be that the force majeure provision does not apply. In this situation, the counterparty seeking an adjustment may be saying that it cannot continue to operate and produce goods (or buy goods) because of economic conditions generally &ndash; for example, if other customers or suppliers have disrupted its supply chain. In this case, since the force majeure provision does not apply the party demanding accommodation is on weaker ground. The other party should agree to waive the breach of the contract only if it makes clear economic sense. For example, that party may need the supply of the party requesting accommodation to meet its obligations to its customers, a common occurrence for Tier 1 suppliers in the automotive industry, who are often caught in the middle.</p> <p>Attorneys in our Business Practice Group have experience with all of these thorny issues. For example, we have negotiated and prepared dozens of accommodation agreements during previous trying times to ensure the continued functioning of the supply chain. Please let us know if we can assist you.</p> <hr /> <p><sup><a name="fn1">1</a></sup> This description of the Order is general and does substitute for a careful review of the Order and consultation with counsel for questions about its coverage and meaning. The Order is available for download at https://governor.ohio.gov/wps/portal/gov/governor/media/news-and-media/ohio-issues-stay-at-home-order-and-new-restrictions-placed-on-day-cares-for-children.</p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Applying for Small Business Loanshttps://www.rcolaw.com/?t=40&an=107728&format=xml03 Apr 2020News<p style="text-align: left;">The information provided below gives general guidance on applying for small business loans. For guidance offered by selected local SBA approved lenders see Appendix A.</p> <p><b>Paycheck Protection Program: </b></p> <ul> <li><u>Who can Apply</u> <ul> <li>Small businesses with 500 or fewer employees&mdash;including nonprofits, veterans organizations, tribal concerns, self-employed individuals, sole proprietorships, and independent contractors&mdash;are eligible. Businesses with more than 500 employees are eligible in certain industries.</li> </ul> </li> <li><u>When to Apply </u> <ul> <li>April 3, 2020: small businesses and sole proprietorships can apply.</li> <li>April 10, 2020: independent contractors and self-employed individuals can apply.</li> <li>The U.S. Department of Treasury encourages applying as quickly as possible because there is a funding cap.</li> </ul> </li> <li><u>Where to Apply </u> <ul> <li>Apply through any existing SBA 7(a) lender or through any federally insured depository institution, federally insured credit union, and Farm Credit System institution that is participating.</li> <li>&nbsp; &nbsp; &nbsp; Other regulated lenders will be available to make these loans once they are approved and enrolled in the program. Consult with your local lender as to whether it is participating in the program.</li> <li>For a list of lenders that offer loans visit: https://www.sba.gov/funding-programs/loans.</li> </ul> </li> <li><u>What is Needed to Apply </u> <ul> <li>Application <ul> <li>Available <a href="https://home.treasury.gov/system/files/136/Paycheck-Protection-Program-Application-3-30-2020-v3.pdf" target="_blank">here</a>.</li> <li>Information needed to complete application: <ul> <li>basic identifying information of business, business TIN number, average monthly payroll, the number of jobs supported by the company, and what specifically the loan money will be used for. Additionally, applicants must list all owners who hold at least a 20 percent ownership stake in the company and affirm that they are not party to federal crimes.</li> </ul> </li> </ul> </li> <li>Additional Documents <ul> <li>Lenders will need to be provided with payroll documentation.</li> </ul> </li> <li>Certification <ul> <li>As part of the application, applicants must certify in good faith that: <ul> <li>Current economic uncertainty makes the loan necessary to support ongoing operations.</li> <li>The funds will be used to retain workers and maintain payroll or to make mortgage, lease, and utility payments.</li> <li>That they have not and will not receive another loan under this program.</li> <li>That applicant will provide to the lender documentation that verifies the number of full-time equivalent employees on payroll and the dollar amounts of payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities for the eight weeks after getting the loan.</li> <li>Loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities. Due to likely high subscription, it is anticipated that not more than 25% of the forgiven amount may be for non-payroll costs.</li> <li>All the information provided in application and in all supporting documents and forms is true and accurate. Knowingly making a false statement to get a loan under this program is punishable by law.</li> <li>Acknowledge that the lender will calculate the eligible loan amount using the tax documents you submitted. You affirm that the tax documents are identical to those you submitted to the IRS. Applicants must certify that they understand, acknowledge, and agree that the lender can share the tax information with the SBA&rsquo;s authorized representatives, including authorized representatives of the SBA Office of Inspector General, for the purpose of compliance with SBA Loan Program Requirements and all SBA reviews.</li> </ul> </li> </ul> </li> </ul> </li> </ul> <p><b>Emergency Economic Injury Disaster Loans (&ldquo;EIDLs&rdquo;)</b>:</p> <ul> <li><u>Who can Apply</u> <ul> <li>Businesses with less than 500 employees, individuals operating sole proprietorships, independent contractors, cooperatives, non-profits and ESOPs with not more than 500 employees are eligible for EIDLs.</li> </ul> </li> <li><u>When to Apply </u> <ul> <li>Applicants can apply online now.</li> </ul> </li> <li><u>Where to Apply </u> <ul> <li>Can apply online <a href="https://covid19relief.sba.gov/#/" target="_blank">here</a>.</li> </ul> </li> <li><u>What is Needed to Apply </u> <ul> <li>As part of the application process applicants need to: <ul> <li>Verify Eligibility <ul> <li>Certify that the business falls within the parameters of the Economic Injury Disaster Loan (EIDL) Program.</li> <li>Certify that the business is not engaged in certain disqualifying activities.</li> </ul> </li> <li>Provide Business Information <ul> <li>Information that must be provided includes: the legal and trade names of the business; Federal EIN number or Social Security number; gross revenue and cost of goods sold for the 12 months leading up to January 31, 2020; date business was founded and; the number of employees.</li> </ul> </li> <li>Provide Business Owner(s) Information <ul> <li>Information that must be provided for each owner includes: percentage of business ownership; home address; phone number; social security number; date and place of birth; and citizenship status.</li> </ul> </li> <li>Provide Additional Information <ul> <li>Applicants will be asked about criminal history, previous issues regarding dealings with the federal government, and the name and contact information of anyone who assisted with the loan application.</li> </ul> </li> <li>Emergency Grant <ul> <li>Applicants will be asked if they would like to be considered for a $10,000 advance on the loan. This is the $10,000 emergency grant provided by the CARES Act. Businesses who are approved should receive the grant three days after the Administrator receives the application. The grant does not need to be paid back.</li> </ul> </li> </ul> </li> </ul> </li> </ul> <p><b>Express Bridge Loans (EBL)</b></p> <ul> <li><u>Who can Apply</u> <ul> <li>Businesses who currently have a business relationship with an SBA Express Lender can apply for up to $25,000.</li> </ul> </li> <li><u>When to Apply </u> <ul> <li>Businesses can apply now.</li> </ul> </li> <li><u>Where to Apply </u> <ul> <li>Businesses should contact the SBA Express Lender they have an existing banking relationship to seek an EBL. <ul> <li>SBA Express Lenders may only make EBL loans to eligible small businesses with which the Lender had an existing banking relationship on or before the date of the applicable disaster. A relationship with any of the SBA Express Lender&rsquo;s affiliates will not satisfy the requirement of an existing banking relationship.</li> </ul> </li> <li>EBL loans can only be made by SBA Express Lenders that had a valid SBA Form 2424, &ldquo;Supplemental Loan Guaranty Agreement SBA Express Program,&rdquo; in effect as of the date of the applicable disaster. (For the COVID-19 Emergency Declaration, the date of the applicable disaster is March 13, 2020.)</li> </ul> </li> <li><u>What is Needed to Apply</u> <ul> <li>Businesses should contact the SBA Express Lender they have an existing banking relationship with to determine what is needed to seek an EBL.</li> </ul> </li> </ul> <br clear="all" /> <p align="center"><u>Appendix A </u></p> <p><b>Fifth Third Bank</b></p> <ul> <li>5/3&rsquo;s website offers an overview of the Paycheck Protection Program. There is no guidance on applying for the program.</li> <li>Overview available <a href="https://www.53.com/content/fifth-third/en/alerts/covid-sba-cares-act.html" target="_blank">here</a>.</li> </ul> <p><b>Huntington National Bank</b></p> <ul> <li>Huntington offers a Business Banking Resources and Support for COVID-19 page available <a href="https://www.huntington.com/coronavirus/business-resources#eidl" target="_blank">here</a>. <ul> <li>The page provides an overview of the SBA programs and informs customers that Huntington is awaiting SBA guidance and plans to quickly provide customers access to the small business loan programs provided by the CARES Act. Encourages customers to check back for updates.</li> <li>Customers are encouraged to be &ldquo;application-ready&rdquo; by gathering the following information: <ul> <li>2019 and 2020 year-to-date monthly profit and loss statement</li> <li>2019 and 2020 year-to-date payroll reports</li> <li>State income, payroll, and unemployment insurance filings</li> <li>TAX ID/EIN and complete ownership information</li> </ul> </li> <li>Huntington offers a Response to COVID-19 page at: https://www.huntington.com/coronavirus <ul> <li>The page provides small business owners with the details of Huntington&rsquo;s response to COVID-19 including deferral programs.</li> <li><u>Small Business Loan Payment Deferral Program</u> &ndash; In an effort to look out for our small business customers, Huntington is offering up to 90 days of payment deferral on all small business loans for those experiencing financial hardship due to COVID-19. Please note that interest will continue to accrue during the payment deferral period.</li> <li><u>Credit Card Payment Assistance</u> - Beginning on March 19, 2020, Huntington has suspended charging late fees related to credit card payments. This suspension is effective through the end of May 2020 and we will evaluate whether to extend this program. Need-based credit card payment deferrals can also be requested by contacting the Business Credit Card Customer Assistance Team at (888) 696-9982, daily 7:00 a.m. to 7:00 p.m. ET, 7 days a week.</li> <li><u>Suspension of Late Fees on Business Loans </u>&ndash; Beginning in March 2020, Huntington has suspended charging late fees on business loan payments. This suspension is effective through the end of May 2020 and we will evaluate whether to extend this program.</li> <li><u>Small Business Economic Injury Disaster</u> &ndash; We are working directly with the Governor&rsquo;s offices to facilitate a disaster declaration from the SBA for businesses to be eligible for Economic Injury Disaster loans.</li> </ul> </li> </ul> </li> </ul> <p><b>PNC Bank</b></p> <ul> <li>PNC&rsquo;s website provides a general overview of the Paycheck Protection Program and includes a frequently asked questions section. Available at: https://www.pnc.com/en/customer-service/paycheck-protection-program.html</li> <li>PNC asks businesses interested in applying for the loan to fill out a contact form so a PNC Business Banker can contact them regarding what steps to take. <ul> <li>PNC business clients with an annual revenue of <u>greater</u> than $5 Million can fill out their contact information <a href="https://commercialstore.pnc.com/PaycheckProtectionProgram/contact" target="_blank">here</a>.</li> <li>PNC business clients with an annual revenue of <u>less</u> than $5 Million can fill out their contact information <a href="https://www.pnc.com/en/customer-service/paycheck-protection-program/contact-us-small-business.html" target="_blank">here</a>.</li> </ul> </li> </ul> <p><b>Key Bank</b></p> <ul> <li>Key Bank&rsquo;s website provides an overview of programs available to small businesses. Available <a href="https://www.key.com/about/announcements/coronavirus-information.jsp?sqkl=SB_homepage_promotile1_coronavirus_info_0326" target="_blank">here</a>. <ul> <li><u>Borrower Assistance</u> <ul> <li>You may be eligible for immediate help including extensions, waived late fees or waived penalties through our Borrower Assistance Programs.</li> <li>More information available <a href="https://www.key.com/personal/loans-lines/borrower-assistance.jsp" target="_blank">here</a>.</li> </ul> </li> <li><u>Temporary Assistance Loan</u> <ul> <li>Starting at 1% APR, our shorter term, no collateral loans are easy to apply for and quickly funded&mdash;you could have your money as soon as the same day.1 Available to existing clients only.</li> </ul> </li> <li><u>Support through the C.A.R.E.S. Act</u> <ul> <li>The Coronavirus Aid, Relief, and Economic Security Act is a $2 trillion relief package including rebates for individuals, small business loans, increased unemployment benefits and a variety of tax breaks. Through CARES and the Small Business Administration, KeyBank is offering small business Paycheck Protection Program loans.</li> </ul> </li> </ul> </li> <li><u>Applying for the Paycheck Protection Program</u> <ul> <li>Those interested in applying for the Paycheck Protection Program can connect to a Small Business Wellness Advisor by submitting their information <a href="https://www.key.com/small-business/promo/stimulus.jspO" target="_blank">here</a>.</li> </ul> </li> </ul> <p><b>Citizens Bank </b></p> <ul> <li>Citizens Bank&rsquo;s website offers a COVID-19 resource center <a href="https://www.citizensbank.com/learning/coronavirus/overview.aspx?WT.ac=CB_H_Alert_Learning_CO_ResourceCenter_A117#faq-section" target="_blank">here</a>.</li> <li>Relief for Business Banking Customers Includes<b>:</b> <ul> <li>Payment deferrals for up to 180 days with no credit bureau impact</li> <li>Cash Management service fee waivers for up to 90 days</li> <li>Late fee and overdraft fee waivers</li> <li>Small business referral facilitation for SBA Economic Injury Disaster loans</li> </ul> </li> <li>The website does not address the CARES Act loans.&nbsp;</li> </ul>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10When to Negotiate and When to File a Lawsuit Are Questions for Your Attorneyhttps://www.rcolaw.com/?t=40&an=104689&format=xml10 Mar 2020Insight<p><b>By Zack G. Lemon with Attorney W. David Arnold</b></p> <p>When long-standing buyer-seller relationships begin to falter, sellers may hesitate to file a lawsuit to collect unpaid bills, instead trying to work out a resolution informally. If these negotiations go on too long, or if the buyer starts and stops payments over time, the seller&rsquo;s lawsuit could be barred by the four-year statute of limitations. However, a recent Ohio appellate court decision offers some hope for recovery for sellers who file a lawsuit after lengthy negotiations fail to resolve the issues, or the buyer doesn&rsquo;t live up to a payment plan.</p> <p>In <i>N. Frozen Foods, Inc., v. Farro</i>, 2019-Ohio-5344, Plaintiff was a distributor of food and other restaurant supplies, and Defendants were a group of affiliated restaurant owners. The parties had a long-standing relationship, with Plaintiff selling Defendants approximately $4 million of products annually starting in 1995. The restaurant group started falling behind on its payments in 2009. The seller tried to work with the buyer, maintaining the relationship for another three years and agreeing to extended payment terms. By 2012, the buyer had an outstanding payable of $1.8 million, and the parties agreed to another negotiated payment plan. In 2013, the buyer again failed to meet the terms of the new agreement. This pattern continued for years, but it wasn&rsquo;t until 2017 that seller filed a lawsuit seeking the unpaid sums the buyer still owed it.</p> <p>The trial court granted summary judgment against the seller on statute of limitations grounds, because the lawsuit had been brought more than four years after the claim for payment originally arose. Effectively, because the seller spent so much time working to maintain a long-standing business relationship, entering into repeated installment payment plans, the trial court held it lost its chance to sue for the money the buyer owed.</p> <p>On appeal, Ohio&rsquo;s Eighth District Court of Appeals overturned the trial court&rsquo;s decision, holding that equitable estoppel principles can be used to prevent the application of the statute of limitations. Promises to make a better settlement if a suit is not brought, affirmative statements that the statutory period to bring the suit is longer than it actually was, or other similar statements or actions that cause a seller to reasonably delay filing suit can be used to prevent application of the statute of limitations and keep the case in court.</p> <p>This is an important case for sellers of goods on credit, who typically want to work with existing customers instead of hauling them into court. Working with a customer, including negotiations and one or more payment plans, can be the most effective business strategy, but it takes time and may result in finally bringing a lawsuit too late.&nbsp; The doctrine of equitable estoppel &ndash; essentially using equity to prevent the buyer from asserting a limitations period -- can be used by the seller to prevent a buyer from successfully asserting a statute of limitations defense should negotiations or payment plans fail.</p> <p>When to negotiate and when to file a lawsuit can be tough decisions for any business. RCO Business attorneys can guide you through these decisions at the beginning of the conflict to protect your legal rights.</p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Trouble with Buyer-Seller Relationships? Timing is Crucial in Resolving Credit Issueshttps://www.rcolaw.com/?t=40&an=104456&format=xml25 Feb 2020<p><b>By Zack G. Lemon with Attorney W. David Arnold</b></p> <p>When long-standing buyer-seller relationships begin to falter, sellers may hesitate to file a lawsuit to collect unpaid bills, instead trying to work out a resolution informally. If these negotiations go on too long, or if the buyer starts and stops payments over time, the seller&rsquo;s lawsuit could be barred by the four-year statute of limitations. However, a recent Ohio appellate court decision offers some hope for recovery for sellers who file a lawsuit after lengthy negotiations fail to resolve the issues, or the buyer doesn&rsquo;t live up to a payment plan.</p> <p>In <i>N. Frozen Foods, Inc., v. Farro</i>, 2019-Ohio-5344, Plaintiff was a distributor of food and other restaurant supplies, and Defendants were a group of affiliated restaurant owners. The parties had a long-standing relationship, with Plaintiff selling Defendants approximately $4 million of products annually starting in 1995. The restaurant group started falling behind on its payments in 2009. The seller tried to work with the buyer, maintaining the relationship for another three years and agreeing to extended payment terms. By 2012, the buyer had an outstanding payable of $1.8 million, and the parties agreed to another negotiated payment plan. In 2013, the buyer again failed to meet the terms of the new agreement. This pattern continued for years, but it wasn&rsquo;t until 2017 that seller filed a lawsuit seeking the unpaid sums the buyer still owed it.</p> <p>The trial court granted summary judgment against the seller on statute of limitations grounds, because the lawsuit had been brought more than four years after the claim for payment originally arose. Effectively, because the seller spent so much time working to maintain a long-standing business relationship, entering into repeated installment payment plans, the trial court held it lost its chance to sue for the money the buyer owed.</p> <p>On appeal, Ohio&rsquo;s Eighth District Court of Appeals overturned the trial court&rsquo;s decision, holding that equitable estoppel principles can be used to prevent the application of the statute of limitations. Promises to make a better settlement if a suit is not brought, affirmative statements that the statutory period to bring the suit is longer than it actually was, or other similar statements or actions that cause a seller to reasonably delay filing suit can be used to prevent application of the statute of limitations and keep the case in court.</p> <p>This is an important case for sellers of goods on credit, who typically want to work with existing customers instead of hauling them into court. Working with a customer, including negotiations and one or more payment plans, can be the most effective business strategy, but it takes time and may result in finally bringing a lawsuit too late.&nbsp; The doctrine of equitable estoppel &ndash; essentially using equity to prevent the buyer from asserting a limitations period -- can be used by the seller to prevent a buyer from successfully asserting a statute of limitations defense should negotiations or payment plans fail.</p> <p>When to negotiate and when to file a lawsuit can be tough decisions for any business. RCO Business attorneys can guide you through these decisions at the beginning of the conflict to protect your legal rights.</p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Winter is Best Time to Review Ohio's Slip and Fall Lawhttps://www.rcolaw.com/?t=40&an=104321&format=xml17 Feb 2020News<p>Winter is here again. The cold, ice, and snow create particular concerns for premises liability caused by customer slips and falls. Slips and falls occur year-round, however, and this refresher on Ohio premises liability will help you stay informed.</p> <p>Concern for premises liability exposure permeates all retail businesses. Any customer could walk through the door, fall, sustain injury, and sue. Businesses can face significant liability in these circumstances.</p> <p>Slip and fall cases are negligence claims. In every negligence action, a plaintiff must prove that the defendant owed the plaintiff a duty, the defendant breached that duty, and that the breach caused plaintiff to suffer harm. These essential elements are common throughout all types of negligence actions. Courts have adapted these elements to more particularly address different circumstances, including slip and fall lawsuits.</p> <p>In the context of a slip and fall, businesses are not insurers of customer safety, but do have a duty to exercise reasonable care in keeping their premises safe for their customers. Businesses who act unreasonably breach this duty, which can lead to liability.</p> <p>To prove a business acted unreasonably, in breach of their duty to customers, a plaintiff must generally show that one of the following elements of liability is present: 1) the business created the hazard; 2) the business had actual knowledge of the hazard and did nothing to address it; or 3) the hazard existed for such a long time that lack of reasonable care can be inferred.</p> <p>Once the plaintiff proves one of the above, the remaining legal elements of causation and damages are typically easy to prove in the circumstances of a slip and fall. As such, the liability issues listed above become the focus of most slip and fall cases.</p> <p>Businesses may avoid liability when the hazard causing a fall is open and obvious. Open and obvious hazards must be observable and recognizable, so that an ordinary person would protect themselves from the hazard.&nbsp;While this doctrine may be used to avoid liability, courts will specifically&nbsp;evaluate the circumstances at issue and make a case-by-case determination as to whether the hazard was in fact open and obvious.</p> <p>Courts have further refined the law for falls occurring during winter on ice and snow. Ordinarily, a business is not liable for slip and fall injuries caused by the natural accumulation of ice and snow. Like the open and obvious hazards, the law imposes a duty on people to protect themselves from the known risks created by natural winter weather. However, this carve out is not limitless. It does not apply to unnatural accumulations of ice and snow or when ice and snow conceal otherwise open and obvious dangers that should be known to the premises occupier.</p> <p>If a business is liable, damages often reach into the six figures. Falls commonly cause fractures and head trauma. The resulting medical bills, including surgeries and rehab, add up quickly. In addition to medical bills, courts will typically include a monetary award for pain and suffering.&nbsp;Fortunately, there are many things businesses can do to mitigate the risk of a slip and fall lawsuit. Common sense goes a long way. Entryways and floors at retail businesses should be clean and clutter free. Avoid using extension cords across walkways and creating other common tripping hazards. Employees should be trained to clean at regular intervals. When they become aware of a spill or some other hazard, they should clean it up immediately. Warning signs for wet floors and other hazards also help.</p> <p>Although this seems obvious, your business should be adequately insured to protect you in the event of a slip and fall lawsuit. Re-evaluating your insurance needs and coverage as your business grows and before an incident occurs is important.</p> <p>Hopefully, your business will never face a slip and fall lawsuit. However, the risk remains. With knowledge of the law and adequate insurance, you can mitigate the risks faced by your business.</p> <p>This article only provides general information. If you have specific questions, or are facing threatened litigation, contact an attorney immediately to review your specific factual circumstances. Your attorney will provide assistance based upon your individual needs.</p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Brazeau and Tucker Nominated as Litigation Counsel of America Fellowshttps://www.rcolaw.com/?t=40&an=104302&format=xml13 Feb 2020News<p>James E. Brazeau and Robert C. Tucker have joined the Litigation Counsel of America (LCA) Fellowship.&nbsp; LCA is an invitation-only trial lawyer honorary society which recognizes excellence among American litigation and trial counsel across all segments of the bar. Fellows are selected and invited into Fellowship after being evaluated for effectiveness, &nbsp;accomplishments in litigation and trial work, with ethical reputations.</p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10CLSA Honors Sieler as Top Construction Lawyerhttps://www.rcolaw.com/?t=40&an=104303&format=xml13 Feb 2020News<p>Jean S. Sieler has been invited to join the Construction Lawyers Society of America (CLSA) as a Fellow. CLSA is a construction lawyer honorary society with selective membership by invitation only. Fellows are selected based upon excellence, accomplishments and ethical reputations in construction law and related specialties from transactional to trial and appellate levels.</p>https://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10Changes to Retirement Plan Rules: Good News, Bad News, and a Silver Lininghttps://www.rcolaw.com/7599B1/assets/files/News/Secure_Act_Article_By_Kara_J_Jennings.pdf06 Feb 2020Newshttps://www.rcolaw.com?t=39&format=xml&directive=0&stylesheet=rss&records=10