Finney Law Firm is pleased to add to our team of attorneys J. Andrew Gray.  Andrew is a recent graduate of the University of Cincinnati College of Law where he served as chair of the Honor Council, the student-run organization dedicated to academic integrity and enforcing the College of Law’s Honor Code.

Andrew also brings to our firm and the practice of law his background in engineering.  In 2020 he earned his bachelors degree in Industrial & Systems Engineering from The Ohio State University.

Prior to joining the Finney Law Firm, he clerked for a long-serving local Common Pleas judge, helping the court resolve civil matters ranging from personal injury suits to complex construction litigation.

Andrew joins our burgeoning litigation team.

*** PLEASE CAREFULLY READ ***

If you are an owner or officer of any closely-held corporation or limited liability company (or any other business entity or serve as a fiduciary of any entity) – or intend to be, you need to carefully read about these new federal regulations that mandate disclosure of the ultimate beneficial ownership of that entity – the consequence being as much as a $500 per day fine for non-compliance.

For small business owners:

  • We strongly recommend attention to this matter and compliance.
  • If you have a long-dormant LLC or corporation, now may be a time to consider dissolving the same to avoid filing requirements under this regulation.

On January 1, 2024, the Corporate Transparency Act (“CTA”) took effect, requiring non-exempt entities (both foreign and domestic) that are registered to conduct business in the United States to submit certain information regarding their “beneficial ownership” to a confidential database housed within the Financial Crimes Enforcement Network (“FinCEN”).  Unless exempt, the CTA affects:

  • Corporations, LLCs, and other similar entities created by the filing of a document with the Secretary of State, whether formed prior to or after the effective date of January 1, 2024; and
  • Corporations, LLCs, and other entities formed under the laws of a foreign country but registered to do business in any U.S. State, whether formed prior to or after the effective date of January 1, 2024.

These non-exempt entities are referenced in the CTA as “Reporting Company(ies).” The Reporting Companies required to submit information under the CTA are not just limited to corporations and LLCs, but also include limited liability partnerships, limited partnerships, and business trusts.

How do I know if my entity is exempt?

FinCEN recognizes 23 exemptions to the CTA’s BOI reporting requirement.

Please note that these exemptions contain many nuances. If you are unsure whether your entity may qualify for an exemption, we are happy to help you in your evaluation. Additionally, FinCEN’s Compliance Guide (linked below) contains a wealth of information to consider when making this determination.

https://www.fincen.gov/sites/default/files/shared/BOI_Small_Compliance_Guide.v1.1-FINAL.pdf

We anticipate the most common exemption for our clients will be No. 21 (large operating company).  Large operating companies are those that (a) employ more than 20 full-time employees (30+ hours per week) within the United States, (b) maintain a physical location with an operating presence within the United States, and (c) can demonstrate over $5 million in gross sales or receipts via federal tax return or other applicable IRS form.

What information am I required to disclose?

Reporting Companies are required to complete and submit a form detailing their “beneficial ownership information” or “BOI.” A beneficial owner is any individual who, directly or indirectly, (a) exercises substantial control over the Reporting Company, or (b) owns or controls at least 25% of the ownership interests of the Reporting Company (“Beneficial Owner”). In other words, FinCEN wants to know who owns and controls entities operating within the United States at an individual level.

  • Examples of a beneficial owner who exercises substantial control of a Reporting Company include, without limitation:
  • Officers and directors (or those who exercise the authority of an officer or director), g., CEO, CFO, COO, President, Treasurer, etc.;
  • Individuals with the authority to appoint or remove officers or the board of directors;
  • Individuals with ownership or control of a majority of the voting power or voting rights of the Reporting Company;
  • Individuals with rights relative to the Reporting Company associated with any financing arrangement or interest in a company;
  • Individuals who exercise control over one or more intermediary entities that separately or collectively exercise substantial control over a Reporting Company; and
  • Individuals who direct, determine, or have substantial influence over important decisions made by the Reporting Company.
  • Examples of an ownership interest include, without limitation:
  • Individuals with an interest in the Reporting Company by virtue of equity, stock, or similar instrument; preorganization certificate or subscription; or transferable share of, or voting trust certificate or certificate of deposit for, an equity security, interest in a joint venture, or certificate of interest in a business trust;
  • Individuals with any capital or profit interest in an entity; and
  • Individuals who have an “option” relative to any of the foregoing.

Minors, individuals acting solely as employees, and those whose only interest in the Reporting Company is via a future right of inheritance are NOT considered beneficial owners.

In determining the percentage of ownership interest in corporations, entities taxed as corporations, and other entities that issue shares of stock, an individual’s percentage of ownership interest is the greater of (a) the total combined voting power of all classes of ownership interests of the individual relative to the total outstanding voting power of all classes of ownership interests entitled to vote, or (b) the total combined value of the ownership interests of the individual relative to the total outstanding value of ownership interests.

For entities that issue capital and profit interests (including entities treated as partnerships for tax purposes—e.g., many one or two-member LLCs), the individual’s total capital and profit interests are compared to the total outstanding capital and profit interests of the Reporting Company.

The person(s) who prepares and/or files the BOI Report is referred to as the “Company Applicant.” This can be an owner or representative of the Reporting Company, such as an attorney. Each Reporting Company will need to provide the name, residential street address, and a copy of a photo ID for each of its Company Applicants AND each of its beneficial owners.

A copy of the BOI Report template can be found here: https://boiefiling.fincen.gov/fileboir.

What is the deadline for submitting the BOI Report?

In short, the deadline for Reporting Companies to submit their BOI Reports differs depending on when the Reporting Company was formed.

  • Reporting Companies formed prior to January 1, 2024 must submit their BOI Reports by January 1, 2025. However, we recommend getting these reports submitted sooner rather than later in case the FinCEN database experiences any technical issues due to increased traffic toward the end of 2024.
  • Reporting Companies formed on or after January 1, 2024 but prior to January 1, 2025 are required to submit their BOI Reports within 90 days of formation (the date on which they receive confirmation from the Secretary of State in most instances).
  • Reporting Companies formed on or after January 1, 2025 are required to submit their BOI Report within 30 days of formation.
  • Any update or change to a Reporting Company’s BOI must be submitted within 30 days of when the change occurs.

What happens if my Reporting Company does not submit its BOI Report within the required timeframe?

FinCEN has provided that:

The willful failure to report complete or updated beneficial ownership information to FinCEN, or the willful provision of or attempt to provide false or fraudulent beneficial ownership information may result in a civil or criminal penalties, including civil penalties of up to $500 for each day that the violation continues, or criminal penalties including imprisonment for up to two years and/or a fine of up to $10,000. Senior officers of an entity that fails to file a required BOI report may be held [personally] accountable for that failure.

Furthermore, any individual who refuses to provide information required to be included in the BOI Report, or who provides false information, may also be subject to civil and/or criminal penalties.

Next Steps

If your entity is a Reporting Company created prior to January 1, 2024, you have time. However, you should be compiling the necessary documents and information required to complete the BOI Report. Finney law Firm is offering BOI Consultations, during which time we will (a) help you determine whether your entity is a Reporting Company or whether an exemption applies, (b) hep you identify your company’s beneficial owner(s), and (c) submit your Reporting Company’s BOI Report to FinCEN as a Co-Company Applicant.

If your entity was formed on or after January 1, 2024, your deadline may be quickly approaching, and it is extremely important that you file the BOI Report and/or contact us right away.

Please contact the business law attorney with whom you work at Finney Law Firm or Casey Jones (513) 943.5673 for filing compliance and for more information.

The elements of a contract include the following: an offer, an acceptance, contractual capacity, consideration (the bargained-for legal benefit or detriment), a manifestation of mutual assent, and legality of object and of consideration.  Kostelnik v. Helper (2002), 96 Ohio St.3d 1, 2002-Ohio-2985, 770 N.E.2d 58, ¶ 16. A meeting of the minds as to the essential terms of the contract is a requirement to enforcing the contract. Episcopal Retirement Homes, Inc. v. Ohio Dept. of Indus. Relations (1991), 61 Ohio St. 3d 366, 369, 575 N.E.2d 134.

Many contracts contain incorporation clauses.  Black’s Law Dictionary (5th Ed. 1979) defines “incorporation by reference” as the “method of making one document …become a part of another separate document by referring to the former in the latter, and declaring that the former shall be taken and considered as a part of the latter the same as if it were fully set out therein.”

Incorporation clauses are legal provisions referencing other documents or agreements, which are then considered part of the contract. This means that the terms and conditions of the referenced document are incorporated into the contract by reference. The purpose of the incorporation clause is to avoid the need to repeat the same information in multiple documents and to ensure that all parties are aware of the terms and conditions of the referenced document. Further, incorporation clauses are often provided in a Contract to preclude the addition of outside evidence to determine the terms of the Contract.

Almost all contracts that we sue on HAVE an incorporation clause that says two things: (a) before and during: All agreements between the parties are incorporated into this contract and there are no other agreements between the parties and (b) after: All amendments to this agreement must be in writing and signed by both parties or they are ineffective.  Contract integration calls for a prior understandings to be rejected in favor of a subsequent one containing a complete agreement. TRINOVA Corp. v. Pilkington Bros. P.L.C., 70 Ohio St.3d 271, 275 (1994).

An “integration clause is nothing more than the contract’s embodiment of the parol evidence rule, i.e., that matters occurring prior to or contemporaneous with the signing of a contract are merged into and superseded by the contract.” Rucker v. Everen Securities, Inc. (2002), 102 Ohio St.3d 1247, 2004-Ohio-3719, 811 N.E.2d 1141, ¶ 6. The rule prevents a party from introducing extrinsic evidence of negotiations occurring before or while the agreement was being finalized. Bellman v. American Internatl. Group, 113 Ohio St. 3d 323, ¶ 7 (2007).

There are exceptions to the law surrounding integration clauses and contracts. The parol evidence rule does not prohibit a party from introducing parol or extrinsic evidence for the purpose of proving fraudulent inducement. Drew v. Christopher Constr. Co., Inc. (1942), 140 Ohio St. 1, 23 Ohio Op. 185, 41 N.E.2d 1018, paragraph two of the syllabus. Specifically,

The principle which prohibits the application of the parol evidence rule in cases of fraud inducing the execution of a written contract * * * has been regarded as being as important and as resting on as sound a policy as the parol evidence rule itself. It has been said that if the courts were to hold, in an action on a written contract, that parol evidence should not be received as to false representations of fact made by the plaintiff, which induced the defendant to execute the contract,  they would in effect hold that the maxim that fraud vitiates every transaction is no longer the rule; and such a principle would in a short time break down every barrier which the law has erected against fraudulent dealing.

Fraud cannot be merged; hence the doctrine, which is merely only another form of expression of the parol evidence rule, that prior negotiations and conversations leading up to the formation of a written contract are merged therein, is not applicable to preclude the admission of parol or extrinsic evidence to prove that a written contract was induced by fraud. Annotation, Parol-Evidence Rule; Right to Show Fraud in Inducement or Execution of Written Contract (1928), 56 A.L.R. 13, 34-36.

“It was never intended that the parol evidence rule could be used as a shield to prevent the proof of fraud, or that a person could arrange to have an agreement which was obtained by him through fraud exercised upon the other contracting party reduced to writing and formally executed, and thereby deprive the courts of the power to prevent him from reaping the benefits of his deception or chicanery.” 37 American Jurisprudence 2d (1968) 621-622, Fraud and Deceit, Section 451.

The Ohio Supreme Court explained further in Galmish v. Cicchini, stating,

However, the parol evidence rule may not be avoided “by a fraudulent inducement claim which alleges that the inducement to sign the writing was a promise, the terms of which are directly contradicted by the signed writing. Accordingly, an oral agreement cannot be enforced in preference to a signed writing which pertains to exactly the same subject matter, yet has different terms.” Marion Prod. Credit Assn. v. Cochran (1988), 40 Ohio St. 3d 265, 533 N.E.2d 325, paragraph three of the syllabus. In other words, “the parol evidence rule will not exclude evidence of fraud which induced the written contract. But, a fraudulent inducement case is not made out simply by alleging that a statement or agreement made prior to the contract is different from that which now appears in the written contract. Quite to the contrary, attempts to prove such contradictory assertions is exactly what the parol evidence rule was designed to prohibit.” Shanker, Judicial Misuses of the Word Fraud to Defeat the Parol Evidence Rule and the Statute of Frauds (With Some Cheers and Jeers for the Ohio Supreme Court) (1989), 23 Akron L.Rev. 1, 7.

Galmish v. Cicchini (2000), 90 Ohio St. 3d 22, 29.

Thus, ” the rule excluding parol evidence of collateral promises to vary a written contract does not apply where such contract is induced by promises fraudulently made, with no intention  of keeping them * * *.” 37 American Jurisprudence 2d, supra, at 623, Section 452. However, the parol evidence rule does apply “to such promissory fraud if the evidence in question is offered to show a promise which contradicts an integrated written agreement. Unless the false promise is either independent of or consistent with the written instrument, evidence thereof is inadmissible.” Alling v. Universal Mfg. Corp. (1992), 5 Cal. App. 4th 1412, 1436, 7 Cal. Rptr. 2d 718, 734. Another common exception is that parol evidence will be permitted to clarify mistaken or ambiguous terms.  Williams v. Spitzer Autoworld Canton, L.L.C., 122 Ohio St. 3d 546, 555 (2009).

The parol evidence rule, however, does not bar evidence of a subsequent agreement, modification of an agreement, or waiver of an agreement by language or conduct. Paulus v. Beck Energy Corp., 7th Dist. No. 16 MO 0008, 2017-Ohio-5716, ¶ 41. Additionally, the parol evidence rule does not apply to the introduction of a subsequent agreement between one party and a third party to determine issues unrelated to the meaning of a contract term. Wells Fargo Bank, N.A. v. Horn, 142 Ohio St. 3d 416, 416 (2015).

Another exception is proof of a “condition precedent to a contract.” Beatley v. Knisley, 183 Ohio App.3d 356, 2009-Ohio-2229, 917 N.E.2d 280, ¶ 15 (10th Dist.). “[A] condition precedent is one that is to be performed before the agreement becomes effective. It calls for the happening of some event, or the performance of some act, after the terms of the contract have been agreed on, before the contract shall be binding on the parties” Mumaw v. W. & Southern Life Ins. Co., 97 Ohio St. 1, 11, 119 N.E. 132, 15 Ohio L. Rep. 455 (1917).

The purpose of the parol evidence rule (and thereby the purpose of integration clauses) is to protect the integrity of written contracts and prevent a party from introducing extrinsic evidence of negotiations occurring before or while the agreement was being finalized. See Galmish v. Cicchini, 90 Ohio St.3d 22, 27, 2000 Ohio 7, 734 N.E.2d 782 (2000).

Thus, apart from these limited exceptions, incorporation clauses carry significant teeth with the courts; they are enforceable.

 

 

 

 

Since 1990, the Americans with Disabilities Act (ADA) has played a pivotal role in promoting equality, accessibility, and non-discrimination for individuals with disabilities. Among its key provisions, the Association Provision stands out as a cornerstone in ensuring that people are not deprived of opportunities due to their relationships with individuals with disabilities.

The Association Provision, as found in Title 1 of the ADA, prohibits discrimination against an individual based on their relationship or association with a person with a disability. This provision recognizes that individuals who have close ties with people with disabilities should not face discrimination in various aspects of their lives, including employment. Importantly, a familial relationship is not required for an individual to be protected under the Association Provision.

Under the Association Provision of the ADA, an employer may not refuse to hire a qualified applicant, deny an employee a promotion, subject an employee to harassment, or terminate an employee due to that person’s known association with an individual who has a disability.  Importantly, this line of protection also extends to healthcare. An employer may not refuse to extend health insurance to an employee who has a relationship or association with an individual who is disabled. For example, it is illegal for an employer to deny an employee health care coverage because they have a spouse or child who suffers from a disability.

It is important to note that the Association Provision does NOT require an employer to provide a reasonable accommodation to a person without a disability due to that person’s association or relationship.  Under the ADA, an individual with a disability may be eligible for a reasonable accommodation from their employer. A reasonable accommodation is a change, adjustment, or modification to a job that better enables an individual with a disability to successfully perform. However, only qualified applicants are eligible to receive reasonable accommodations. This means that employers do not have to modify their policies for non-disabled employees solely because they have a spouse, child, or friend who suffers from a disability. Instead, under the ADA, all an employer is required to do is treat employees equally when someone has a known association with a disabled person.

Despite the legal protections afforded under the ADA, disability discrimination persists. Therefore, it is important for individuals who believe they have been subjected to discrimination to be aware of their rights and seek legal assistance if necessary, and for employers to be aware of their obligations under the law.

Employers and employees should consult experienced legal counsel to be fully advised of their rights and obligations under the law. If you or a close friend or family member needs assistance in this area, consult the Employment Team at the Finney Law Firm.  Please contact Samantha Isaacs (513.797.2859) for more assistance on such a claim.

 

Introduction

Is your neighbor violating a county, township, village, or city zoning ordinance? Have you reported the violation to your local government, but the local government refuses to take action? If your neighbor’s violation affects your property value, you may be able to sue directly and enforce the zoning code.

In this article, I will be discussing the right of private landowners to sue under and enforce county, township, village, and city zoning codes against nearby property owners or users, specifically those who are impacting the landowner’s property value or rights.

Background

Zoning ordinances, codes, and regulations are laws enacted by local governments, such as counties, townships, villages, and cities. Zoning laws are designed by local governments to control what a landowner may do with their property and how the property can by improved or changed. The most impactful form of zoning laws relate to land use; for example, a property zoned for a residential land use can only be used for homes, apartments, or condominiums, restricting the landowner from opening a commercial use like a store. Some zoning laws further restrict the intensity of land uses, stopping a landowner from building an apartment within a zone designated for single-family homes. Further, zoning laws can affect the size and placement of buildings, fences, and other improvements through maximum building height restrictions, minimum setback requirements, and minimum parking requirements.

As a general rule, most zoning ordinances, building and housing codes, and other local laws cannot be enforced by a private party. Typically, the local government is the only party with “standing” to enforce such a law. “Standing” is the legal term for the right of a person to file a lawsuit. However, some state laws create a private cause of action to stop or prevent a zoning violation, granting a landowner standing to sue a neighbor or adjoining landowner, as discussed below.

Statutes

Three Ohio statutes grant private landowners the right to sue for a neighbor’s violation of a zoning ordinance – R.C. 713.13 for landowners in cities and villages, R.C. 519.24 for townships, and R.C. 303.24 for counties. These statutes allow private landowners to sue for an injunction against neighbors acting in violation of the zoning statutes if the private landowner is or would be “especially damaged by such violation… .”[1] Injunctions are remedies which do not provide for damages, or monetary relief, but are court orders which directs a party to act or not act in a certain way. For example, if your neighbor is running a business out of their garage, an injunction could force the neighbor to close the business or move it to a different location.

Legal Standing to Sue

In order for a private landowner to have standing to sue for zoning violations, the statutes require that landowners be “especially damaged” by the zoning violation they are trying to enjoin. Ohio courts have fleshed out several avenues by which a landowner can show special damages from a zoning violation sufficient to grant standing to sue.

Lowered property values constitutes special damages; the landowner’s or an appraiser’s testimony that the landowner’s property value has diminished is sufficient to prove standing.[2] Additionally, Ohio courts have found that a landowner has established special damages from a zoning violation where the “character of the neighborhood would be affected in a different manner from other [similar] properties by the proposed use.”[3] Finally, a landowner has a special injury and standing to bring suit where the zoning violation interferes with the landowner’s use and enjoyment of their land.[4]

While R.C. 303.24, R.C. 519.24, and R.C. 713.13 grant a landowner the right to sue for a neighbor’s violation of a zoning statute, whether an injunction is granted is determined by the circumstances, including the costs of compliance with the law and the harm to the landowner created by the violation.[5]

Conclusion

If you need help with local zoning codes or real estate law in Ohio, wish to enforce a local zoning law as discussed in this article, or would like to learn more about zoning and other property codes, contact Chris Finney 513.943.6655, Jessica Gibson 513.943.5677, or J. Andrew Gray 513.943.6658 today.

[1] R.C. 303.24; R.C. 519.24; R.C. 713.13.

[2] Conkle v. S. Ohio Med. Center, 4th Dist. Scioto No. 04CA2973, 2005-Ohio-3965, ¶ 14.

[3] Ameigh v. Baycliffs Corp., 127 Ohio App.3d 254, 262, 712 N.E.2d 784 (6th Dist.1998), see also Verbillion v. Enon Sand & Gravel, LLC, 2021-Ohio-3850, 180 N.E.3d 638, ¶ 46-47, appeal not accepted for review 166 Ohio St.3d 1414, 2022-Ohio-554, 181 N.E.3d 1209.

[4] Miller v. W Carrollton, 91 Ohio App.3d 291, 296, 632 N.E.2d 582 (2d Dist.1993).

[5] Garcia v. Gillette, 11th Dist. Ashtabula No. 2013-A-0015, 2014-Ohio-1868, ¶ 29.

Nancy Nix, the Butler County, Ohio Auditor, has released her summary of the outcome of the property tax revaluations for 2023 (released with the 2024 tax bills).  The report is linked here.

Some report highlights:

  • She explains that eight of the school districts are “below the 20-mil floor,” meaning that there is no tax relief in those school districts due to the “reduction factor” that otherwise automatically rolls back taxes in Ohio as valuations increase.  Those school districts are: Edgewood, Hamilton, Madison, Middletown, Monroe, New Miami, Ross, and Talawanda.
  • The median increase in valuations in Butler County was a whopping 37%.
  • The resulting net tax increases by district are enumerated (but not the valuation jumps alone) and range from a high of 28.41% in parts of the Talawanda school district and as low as 4.61% in parts of the Lakota School District.

This “tax year” is one for the record books.

 

 

One of the hardest struggles faced by parents today is finding the perfect balance between working and raising children.  Over the last century, women have entered the workforce at record breaking rates. As a result, the rapid engagement of mothers in the labor force has not only contributed to the country’s efficiency and economic growth but has also presented new challenges for employers and working women.

Under Title VII of the Civil Rights Act of 1964, employers are prohibited from discriminating on the basis of sex. This includes protection against sex-based discrimination for workers with caregiving responsibilities, such as working mothers. Despite a progressive shift in the workforce, women are still impacted by discriminatory practices that disproportionately affect working mothers.

Title VII does not prohibit discrimination based on parental or caregiver status. As a result, an employer does not violate Title VII if it treats working mothers and working fathers differently than childless workers. However, an employer will be found to have violated Title VII if working mothers are subjected to disparate treatment that working fathers are not.

Although women typically assume a majority of the parental responsibilities in most families, Title VII does not allow employers to operate on the belief that a female worker is less dependable than a male employee.  Unfortunately, working mothers are often forced to combat negative stereotypes as some employers hold outdated beliefs that caregiving mothers are unable to demonstrate the necessary devotion to their jobs and adequately care for their children. Often, women are not hired or are denied promotions because it is believed that mothers, particularly of young children, would neglect their jobs in favor of their presumed childcare responsibilities. As a result, discrimination against working mothers can take the form of women not being hired, biased treatment in the workplace, a lack of training opportunities, unequal pay, the denial of promotions or interviews, or being recommended for lower salaried positions.

According to the Equal Employment Opportunities Commission (EEOC), relevant evidence in charges alleging disparate treatment of female caregivers may include:

  • Whether a potential employer asked female applicants, but not male applicants, if they were marred, had young children, or about their childcare arrangements;
  • Whether stereotypical comments were made about working mothers or pregnant employees;
  • Whether an employer assigned a working or pregnant mother to a less prestigious or lower paid position;
  • Whether there were changes in an employer’s assessment of a female employee’s performance after it was discovered that she had children or was expecting;
  • Whether statistical evidence displayed clear disparate treatment against pregnant employees or working mothers.

Despite the legal protections afforded to women under Title VII, sex discrimination persists. Discrimination against working mothers is both unethical and illegal.  Therefore, it is important for women who believe they have been subjected to sex discrimination to be aware of their rights and seek legal assistance if necessary. It is also important for employers to be aware of the implicit biases that can lead to discriminatory employment decisions.

Employers and employees should consult experienced legal counsel to be fully advised of their rights and obligations under the law. If you or a close friend or family member needs assistance in this area, consult the Employment Team at the Finney Law Firm.

On the home page of the web site of Hamilton County Auditor Brigid Kelly, she has a blog.  In today’s entry on that blog, is her final rundown of valuation increases in each neighborhood of Cincinnati and each other city, village and township in Hamilton County.  It also shows the net tax increase after the state statutory rollbacks are included.

That accounting is here.  For homeowners and real estate professionals, it is enlightening.  Here are some highlights:

  • The Cincinnati neighborhood with the greatest valuation increase is East Westwood at 84.12%.
  • The Cincinnati neighborhood with the smallest valuation increase is the Central Business District at 6.55% (the residential neighborhoods with the smallest increase are English Woods and Fay Apartments).
  • The overall increase throughout the City of Cincinnati is 26.65%.
  • In Hamilton County, the political subdivision with the greatest increase is Lincoln Heights at 69.23%.
  • In Hamilton County, the political subdivision with the smallest increase is Mariemont at 12.6%.
  • The overall increase throughout Hamilton County is 28.35%.

She also shares the impact of the Ohio property tax rollback, that automatically rolls back rates as valuations climb.

  • Inside the City of Cincinnati, while values climbed 26.65%, taxes levied increased “only” 16.05%, meaning the rate rolled back a net 10.6%.
  • In Hamilton County, the values jumped 28.35%, but taxes hiked only 11.74%, meaning the average rate rollback was 16.61%.

Great reading.  Enjoy!

If you need help with an Ohio or Kentucky property valuation challenge, or to learn more about the process, contact Chris Finney (513.943.6655) or Jessica Gibson (513.943.5677).

Now that new Auditor’s valuations are out in Hamilton, Butler, Clermont and Montgomery counties (as well as another 20-25 counties throughout Ohio), our firm is experiencing a record number of calls and emails on property tax valuation challenges.  We also have taught four seminars on the topic just in the past week to more than 200 participants.  Based upon our experience and questions raised in these seminars, here are some random thoughts, hopefully providing some wisdom on the topic:

  1. Most — if not all — of our calls and emails start with this line: “I am calling [writing] because the Auditor raised my valuation by xx% from last year.”  OK, that’s interesting and certainly may seem extreme, but (a) it is utterly the wrong starting point and (b) it is completely irrelevant to our analysis and that conducted by the Board of Revision.
  2. The reason this is entirely irrelevant is that (a) a property owner in 2024 (for their 2023 valuation) is entitled to have his property valued at fair market value as of January 1, 2023.  Fair market value is defined as “what a reasonable buyer would pay a reasonable seller, neither party being under undue duress or motivation.”  This is the same valuation formula in which buyers, sellers, lenders, Realtors and appraisers typically engage.  You are not entitled to a lower number because it was lower last year and (b) thus, comparing a newer (and possibly proper) valuation to an earlier incorrect valuation places the analysis in the wrong framework.  The question is not to compare to last year’s valuation.  Rather, the question is: Does your current valuation reflect the value of the property as of January 1, 2023 (the valuation date in question for challenges this year)?
  3. Property owners, including homeowners, are frequently lulled into a belief that they have a statutory right to a lower valuation than “fair market value” — that the Auditor or Board of Revision somehow look at valuation differently than those transactional parties.  This simply is not so.  So, getting the first tax bill at full fair market value can be a jolt.
  4. To my surprise, I received an email last year from a friend and former client who lives in Western Hills: “How could the Auditor think property values have increased 30% over the past three years?”  My response: “Maybe because the nation is experiencing an unprecedented housing boom and Cincinnati/Hamilton County are ground zero of the boom.”  His response: “I had no idea.”  My response: “Do you live under a mossy rock?  It’s been in the newspaper three times per week for the past three years.”  You really do need to be out of touch not to understand the aggressive housing market that has existed some the pandemic began.
  5. The previous blog entries I wrote indicating that tax rates would roll back nearly the same percentage as the average valuation increases turns out not to be accurate.  The rate rollback certainly is there, but it is smaller than I expected and it varies by property categories (commercial, agricultural and residential) and by taxing district — school district and city, village, and township.  Our quick analysis, for example, is that in the City of Cincinnati/Cincinnati Public Schools (the largest taxing district in southwest Ohio) valuation went up 26.65% and the rate rollback was slightly more than 10%, yielding an overall average tax hike of 16.05%.
  6. For many property owners, we are recommending that they not challenge their valuation.  Despite the sticker shock of all of this, most residential properties and certain commercial properties (such as apartment buildings and industrial/warehouse buildings) have in fact soared in value.  Remember, the Board of Revision can INCREASE a valuation as well as provide a REDUCTION, so be careful about asking them to take a close look at your valuation.
  7. This is so also because frequently, the cost of the proceeding (maybe $2,500 for a residential property and $10,000 for a commercial property) exceeds the available savings.  We recommend paying a small sum to an appraiser to get a preliminary valuation before deciding if you want to proceed further, comparing the 3-year savings (a “win” is guaranteed by law to last at least three years) to the out-of-pocket costs.
  8. Unless a recent sale is involved, we generally recommend against proceeding without an appraisal.  For recently arm’s length sales, the sale price is the proper valuation.
  9. When reacting to your new tax valuation, remember that this is a cumulative increase since the last revaluation three years ago.  If we had an average of 8.0% property valuation growth during those three years, the compounded valuation hike would be 25%, and 10% per year would be a 33% bump.  So, (to that fellow who lives under a mossy rick in Western Hills) it’s not hard to see how Auditors in southwest Ohio are seeing average increases of 30% to 40% over the triennial.

If you need help with an Ohio or Kentucky property valuation challenge, or to learn more about the process, contact Chris Finney (513.943.6655) or Jessica Gibson (513.943.5677).

Over the past year, we’ve seen an increased focus from federal regulators on limiting the scope of restrictive covenants in employment agreements such as non-compete, non-disclosure, and confidentiality agreements:

  • In January of 2023, the Federal Trade Commission issued a Notice of Proposed Rulemaking that would ban employers from imposing non-competes upon employees in most instances. It is anticipated that the FTC will vote on this proposal in April of this year.
  • In February of 2023, the National Labor Relations Board (“NLRB”) issued its McLaren Macomb decision (372 NLRB No. 58 (2023)) finding that offering employees severance agreements with broad confidentiality and non-disparagement provisions violated the National Labor Relations Act (“NLRA”).
  • In March of 2023, the NLRB’s General Counsel issued a Memorandum offering Guidance in Response to Inquiries about the McLaren Macomb Decision which included the following question and answer:

How does this decision affect other employer communications with employees, such as pre-employment or offer letters?

Based on extant Board law, overly broad provisions in any employer communication to employees that tend to interfere with, restrain or coerce employees’ exercise of Section 7 rights would be unlawful if not narrowly tailored to address a special circumstance justifying impingement on workers rights. “

  • In May of 2023, the NLRB’s General Counsel issued a Memorandum to its Regional Directors, Officers-in-Charge, and Resident Officers, opining that non-compete provisions in employment agreements violate the NLRA except in limited circumstances. (This memorandum does not currently have the force of law.)
  • In September of 2023, the Equal Employment Opportunity Commission (“EEOC”) released its Strategic Enforcement Plan, outlining six subject matter priorities, including “Preserving Access to the Legal System,” including a focus on “overly broad waivers, releases, non-disclosure agreements, or non-disparagement Agreements”

What does this mean for Employers/Employees?

These developments evidence an increasing scrutiny of employers’ ability to restrict employees’ activities in these areas.  This means that employers should take a close look at onboarding and severance documents and policies to make sure they are narrowly tailored to specific circumstances and with this new focus in mind.  And it means that employees should carefully review employment documents and attempt to resolve any ambiguities or concerns before they sign the documents and before any issues arise.

Further, given that the FTC’s proposed rulemaking has not been finalized, and NLRB memoranda and EEOC enforcement plans define regulatory focus but are not law, it is anticipated that this area of the law will continue to evolve over time.  Employers and employees should make sure they stay up-to-date on any new developments, and that they consult experienced legal counsel to be fully advised of their rights and obligations under the law.