Frequently Asked Questions
Which contract terms should a growing business negotiate before signing?
The priorities depend on how the transaction allocates financial risk, control and performance obligations. Payment terms, scope, liability limitations, indemnification, intellectual property, confidentiality and termination rights often have the greatest practical significance. Effective negotiation does not require challenging every provision. The objective is to identify terms that materially affect the transaction or the company's future flexibility and resolve them without unnecessarily delaying the business relationship.
How long do I have to sue for breach of contract in Ohio?
For claims accruing on or after June 16, 2021, the limitations period is six years for written contracts and four years for oral or implied contracts. Sale-of-goods claims under Ohio's UCC generally carry a four-year period, which the original agreement may shorten to as little as one year. Claims that accrued earlier are subject to transition rules, so the accrual date should be confirmed.
Does every contract need a lawyer's review?
Not necessarily. Many companies use approved templates and a playbook for routine agreements and reserve legal review for high-value, nonstandard or long-term deals. A fractional general counsel arrangement can set those thresholds and handle the escalations, and significant contracts can also be reviewed through a discrete, one-time engagement.
Are electronic signatures valid in Ohio?
Generally, yes. Ohio Rev. Code 1306.06 provides that a signature or record cannot be denied legal effect solely because it is in electronic form. Some documents, such as wills, fall outside the statute, and good practice is to use a platform that records who signed and when.
What is the battle of the forms?
It is the conflict that arises when a purchase order and an order acknowledgment contain different terms. Under Ohio Rev. Code 1302.10, a contract can still be formed, and between merchants additional terms may become part of it unless an exception applies. Clear acceptance language in the company's own forms helps control which terms govern.
Should NDAs and contractor agreements be customized?
Usually, at least in part. An independent contractor agreement should address ownership of work product, confidentiality and how the work is actually performed, because a label alone does not settle classification. An NDA, in turn, should fit the information being shared and the length of time it will remain sensitive.
