Litigation Victory in Right of First Refusal Case

Our firm recently prevailed in a case on behalf of one of our long-time developer clients, in a right of first refusal case involving properties in the Short North in Columbus.  See Gordon Restaurants, Inc. v. W.S. Carlile & Sons Co., 2022-Ohio-4589.

That case involves a situation in which the tenant has a right of refusal in two adjacent buildings.  Our developer client owns the property immediately to the north, and has a 90+ year lease for parking and access on the rear of both properties.  Our client sought to purchase both properties for eventual redevelopment.

The tenant sought to obstruct the sale to our client by exercising its right of first refusal as to only one of those two properties – the smaller property that it barely used, instead of the other larger and more expensive property in which the tenant’s restaurant business actually operates.

The Court of Appeals concluded that our client is entitled to complete its purchase because the tenant failed to match the terms of our client’s offer to purchase both properties, our client’s offer was commercially reasonable under the circumstances, and there was no bad faith in the offering process or with the notice given to the tenant.

This Appellate Decision is a rare case dealing with interpretation of a right of first refusal in a commercial real estate transaction, and it shows how litigation can sometimes be essential to clearing certain issues involving real estate.

Entity Transfer Threat Level Increases

House Bill 126 nearly addressed the subject of entity transfers, but the as-passed version of the Bill that became law last month did not address the concerns surrounding entity transfers (a sale in which a buyer purchases a limited liability company that owns property instead of acquiring the real estate itself).  Mike Sikora was instrumental in helping avoid inclusion of that language in House Bill 126.

County auditors believe that, while House Bill 126 didn’t address that issue, legislators now are more aware of the issue and believe that it warrants future conversations.   Sikora Law is continuing its work on the issue of entity transfers with the Ohio State Bar Association and NAIOP.

Michelle Jarboe of Crain’s Cleveland Business recently wrote another article on this subject – click here to read it.

Ohio’s Opportunity Zone Program Gets Even Better

Senate Bill 225 passed the Ohio House with the Ohio Senate unanimously concurring on the House amendments.  That Bill was signed by Governor DeWine and will become law on September 11, 2022.  Once it becomes effective, it will temporarily double the funding for Ohio’s Historic Tax Credit Program and Ohio’s Opportunity Zone Program, and it will bring valuable enhancements to both of those economic development Programs.

Mike Sikora drafted the Opportunity Zone language in that Bill, just as he did the most recent amendment to Ohio Opportunity Zone law last year.  Not only did we draft the two most recent versions of Ohio Opportunity Zone law, but we believe we also have far more experience utilizing that law for our Clients than any other firm.  We drafted and submitted 42 Ohio Opportunity Zone Applications in Round 1, 51 Applications in Round 2, and 79 Applications in Round 3 (the most recent Round).

Reach out to us for any and all Opportunity Zone matters that you may need assistance with.  We know how to utilize this new and improved Ohio Opportunity Zone law to ensure your compliance with it and to maximize your benefits from it.

Rising Star Legal Assistant Joins our Team

Our team is very excited to announce the addition of Alexandria “Alli” Green to our team.  Alli will serve as the firm’s Legal Assistant in our Downtown Cleveland Office.  Alli joins Sikora Law with prior experience as a litigation paralegal for a mid-sized general practice firm in Indiana.  She is currently pursuing her Bachelor’s Degree in Legal Studies from Indiana University at South Bend.  Alli is passionate about volunteering and is already getting involved in the Cleveland area community.  Her team player attitude and positive outlook will make her a fabulous fit with our team of professionals.  Welcome aboard, Alli!

NAIOP Ohio’s Legislative Day a Smashing Success

On May 18, Mike Sikora and Rick Craven attended NAIOP Ohio’s Legislative Day in Columbus.  Mike Sikora and Rick Craven  were two of the three presenters on the legislative issues that NAIOP members advocated on throughout that day.  Mike presented on the importance of Senate Bill 225 and the Opportunity Zone language that is currently in it, and Rick presented on House Bill 237 that addresses e-recording, electronic availability of records, and several other real property law improvements in that Bill.

Mike and Rick then had numerous meetings with Ohio Senators and Representatives to advocate on these issues, and they gained valuable insight on what’s holding them up and what it will take to get them passed.  NAIOP Ohio held its first legislative Happy Hour in the evening that was attended by several of Ohio’s most powerful legislators, where Mike and Rick were able to delve into specifics with those legislators in a more casual environment.

Kudos to NAIOP Ohio for another successful Legislative Day!

Real Property Tax Challenge Bill to Become Ohio Law

Governor DeWine signed House Bill 126 on April 21, 2022, and it will officially become the law of Ohio 90 days later on July 21, 2022.  Passage of House Bill 126 is a great step in the right direction for the commercial real estate industry, and our lawyers were active in the process to help make this happen.

To learn more about the passage of this legislation, click here to review the final version of House Bill 126 that was passed.

Sikora Law Managing Director Testifies in Support of Bill That Would Improve Multiple Facets of Ohio Real Estate Law

Sikora Law Managing Director Rick Craven recently testified before the Ohio House Finance Committee on behalf of the Ohio State Bar Association, in support of Ohio House Bill 237, which would improve multiple facets of Ohio real estate law, including electronic recording, access to real property records, powers of attorney, lien priority, and judgment liens.

If it becomes law, this proposed Bill would require County Offices throughout Ohio to accept documents electronically for recording and to provide access to records electronically going back to at least 1980.  Additionally, language that our firm drafted was amended into HB 237 to improve Ohio judgment lien law and to codify the Restatement view of mortgage subrogation in lien priority cases.

Check out Rick Craven’s testimony in support of HB 237 by clicking here to view a video of the Hearing before the Ohio House Finance Committee, during which Rick explained the Bill and its contours extremely well to the members of that inquisitive legislative body.


Ohio Opportunity Zone Enhancement Bill Making Progress

Sikora Law has been advocating for the passage of Senate Bill 225 for many months now.  That Bill would temporarily double the funds available in Ohio’s Opportunity Zone Program and Ohio’s Historic Tax Credit Program.  Our firm drafted the Opportunity Zone language in that Bill.  If passed, it would help mitigate construction cost increases with the incentive, and further improve the future of economic development in Ohio.

Senator Schuring (the Bill Sponsor) testified last week on the Bill before the House Ways and Means Committee.  Yesterday, Rick Craven of our firm, provided proponent testimony in support of the Bill on behalf of NAIOP Ohio.   To review Rick Craven’s testimony in support of SB 225, click here.

Contact your State Representative to ask your State Representative to urge the Ohio House to move expeditiously with the passage of Senate Bill 225.

Ohio Real Property Taxation Bill Puts a Lot on the Line

Significant changes to Ohio’s real property taxation system are at stake with the fate of Ohio House Bill 126.  Last month, Mike Sikora advocated on these issues on behalf of the Ohio State Bar Association, and our firm drafted a letter to the House Majority Leader in follow-up to that meeting.  A Conference Committee has been established to hash out these issues further.

Contact your State Representative and your State Senator to encourage the passage of HB 126.  To find your State Representative and your State Senator – click here.

Real Property Taxation Bill Future Uncertain

The Ohio House of Representatives unanimously rejected the Ohio Senate’s amended version of House Bill 126 that would have changed Ohio law to only allow school boards to file complaints to increase value in response to a complaint to reduce value.  That Bill now heads to a Conference Committee with select members of the House and Senate set to determine its fate.