Michael Ray Smith
About Michael Ray SmithMichael Smith was born and raised in Tennessee but has been a Hoosier for more than 35 years. After receiving a B.E. in chemical engineering (summa cum laude) from Vanderbilt University in 1978, he accepted a job with Eli Lilly and Company in Lafayette, Indiana. He took an educational leave of absence from from 1980 until 1982 while he completed a Master of Science degree in chemical engineering, doing research on the potential application of ion exchange technology in the development of an artificial kidney. He returned to Lilly, working first as an engineer in Chemical Process Research and Development and then as a department head of Biochemical Engineering in Bioprocess Research and Development. In 1989 he enrolled in law school while continuing to work full time, obtaining a J.D. (summa cum laude) from the Indiana University Robert H. McKinney School of Law in 1993. He then moved to the Lilly Law Division, working first in the Environmental Law Group, and then in Securities and Commercial Transactions. While he was in the Law Division, he organized and led the Lilly Law Divison Pro Bono program. In 2008, he elected to retire from Lilly early to open a business law practice in Fishers, Indiana, originally known as Michael Smith Law Office, LLC and now as Smith Rayl Law Office, LLC.
- Business Law
- Estate Planning
Additional Practice Areas
- Limited Liability Companies
- Nonprofit Organizations
- Credit Cards Accepted
- Visa, MasterCard, Discover
- Rates, Retainers and Additional Information
- Standard rate is $245 per hour. The fee for a one-hour initial consultation is $125.
Jurisdictions Admitted to Practice
|Attorney, Smith Rayl Law Office, LLC|
|Originally Michael Smith Law Office, LLC|
|Adjunct Professor, Indiana University School of Law -- Indianapolis|
|Taught Contract Drafting to law students|
|Adjunct Professor , Indiana University School of Law -- Indianapolis|
|Conducted the Nonprofit Externship Program for law students at the Community Development Law Center.|
|Contract Attorney, Community Development Law Center|
|Attorney/Counsel, Eli Lilly and Company|
|For more than fourteen years, Michael Ray Smith was in-house counsel for Eli Lilly and Company. While in Lilly's law division, Mike worked in the environmental legal department, in the office of the corporate secretary, and, for the last ten years, in the commercial transactions group. While in commercial transactions, Mike supported the Company's global sourcing operations, writing and negotiating contracts for all manner of goods and services, including a $1.3 billion energy management outsourcing transaction.|
|Indiana University School of Law - Indianapolis - Indiana University-Purdue University Indianapolis||J.D. (1993)||Law|
|Honors: summa cum laude|
|Activities: Note Development Editor, Indiana Law Review|
|Purdue University - Purdue University||M.S. (1982)||Chemical Engineering|
|Activities: Research in the possible application of ion exchange technology in artificial kidneys.|
|Vanderbilt University||B.E. (1978)||Chemical Engineering|
|Honors: summa cum laude|
|Heartland Pro Bono Award, Heartland Pro Bono Council|
|Member, American Bar Association|
|Member, Indiana State Bar Association|
|Member, Indianapolis Bar Association|
- Overall: 107th
- Overall: 19 Answers
- This Year: 19 Answers
Q. Can I do anything about a buyer who doesn't disclose financial information?
A: If I understand correctly, you are a bit suspicious that the buyer may not have disclosed all of her financial information in applying for a loan precisly so she would not qualify and therefore could get out of the purchase agreement. A couple of thoughts.... Most purchase agreements that are contingent on the buyer obtaining financing require the buyer to apply for financing within a certain period of time and to make a diligent effort to obtain financing. If she withheld information so she would not qualify for the loan, it seems likely that she would have breached her obligation to make a diligent effort to obtain financing. Without addressing the difficulty in bringing and winning such a lawsuit, I'll just point out that, even if she did breach, you have an obligation to mitigate damages, which means you'd need to put the house back on the market. If you can find another buyer who will pay the same amount, your damages from the first buyer's breach will be fairly minimal, probably not enough to justify a lawsuit. My second thought is to ask if the buyer has actually obtained financing for the second house. It's possible she really didn't qualify for a loan for your house, and she won't qualify for a loan for the next on either.
Q. I signed a contract as the seller in Indiana. I now do not want to sell. What do I do?
A: This answer may be a bit late but. . . . based only on the facts you've given, and assuming the contract is valid and created a binding obligation for you to sell, it seems you have to possibilities: (1) Go through with the sale. (2) Try to negotiate a resolution with the buyer which will likely require that you pay the buyer some money. In most cases, a court will not order a party to actually peform the contract but, instead, will order the breaching party to pay damages. Contracts for the sale of real estate are an exception, and the buyer could likely get a court order requiring you to go through with the deal -- unless you negotiate some other resolution.
Q. My tenants lied about moving out if state to break lease - am I stuck?
A: Based only on the facts you've given, it appears that you likely have a claim against the former tenants for fraud. I recommend you see an attorney to discuss the facts in more detail and to discuss the remedies you might have available to you. Take a copy of the lease with you and copies of any written communciations -- including email -- that you have with the former tenants, particularly anything in which they told you about the out-of-state job.
Q. Are withholding taxes owed by a defunct C-corp that did business soley in Indiana owed by the officers of that corp?
A: Possibly. The Internal Revenue Code imposes liability for the failure to collect and pay withholding on "responsible persons." Responsible persons can include officers, directors, shareholders, and others. The test is not really the person's title but whether the he or she had a duty to account for, collect, and pay the taxes (and whether the person willfully failed to do so). So a person who was an officer in name only, with no real responsibilities, should not be held liable. But a person who was responsible for payroll would likely be held liable, regardless of the person's title.
Q. Can you own 2 different corporations in Indiana, example a hardware store and a cabinet store at the same time
A: Sure. The only reason I can think of that might prohibit it is if one or both of them are franchises, and the franchise agreement prohibits you from owning a competing business -- but even that seems unlikely in your example of a hardware store and a cabinet store.
Q. Can emails stating there is an agreement override the fact that you can't have a verbal agreement to buy a house?
A: I agree with Mr. Snyderman. In addition to the question of whether the email messages contain enough documentation of the essential terms, there can also be a question of whether the email messages are "signed." However, the situation that you describe presents a slightly different question than whether email messages can satisfy the statute of frauds (the legal name for the requirement that some contracts, including contracts for the sale of real estate, must be in writing and signed). There are a number of exceptions to the statute of frauds, and at least two of them may apply to the situation you describe. One exception is if the other side admits that a contract existed, and it seems unlikely that the seller would deny that a contract exists. Another exception is if the contract has been partially performed -- for example by the seller transferring possession of the property to the buyer and the buyer making payments. If a situation falls into an exception to the statute of frauds, there is no requirement for a written document. Instead, the problem becomes to prove the exact terms of the agreement, and that can be done by any admissible evidence, and the email messages may well be admissible evidence (assuming they actually state what the terms of the original agreement actually were). Terms of the contract can also be established by testimony; of course, the seller's testimony may contradict the buyer's testimony, in which case the judge or jury would have to decide who to believe. I suggest you consult an attorney -- and make sure you give the attorney copies of the messages and any other documents that might be relevant.
Q. My mom and i own 32 acres can she let anyone move on it without my permission
A: Yes. If land is owned jointly by two people (whether it's as joint tenants or tenants in common), each owner has the right to full use of the land. However, if the property is leased, each owner should get half the rent, regardless of which owner made the lease. And if there is a disagreement between the two owners, either of them can go to court to have the property "partitoned" or divided in two, with each owner getting half.
Q. My husband owned the house before we were married if he died will I still be able to own the home?
A: I assume nothing has been done so far and the house is still entirely in the husband's name. In that case, if the husband dies, the house will pass to his heirs either under his will, if he has one. If dies without a will, the house will pass to his heirs according to the rules of intestate succession. Whether the wife gets the entire ownership of the house depends on whether there are other survivors and what their relationships are to the husband; however, I can't think of a situation in which the wife would not receive at least partial ownership of the house.
Q. If a spouse dies and both names are on the house, do the surviving spouse automatically own the house
A: Yes, usually, but it depends on how the deed reads. Usually, if the house was bought during the marriage, the deed will give the married couple a "tenancy by the entirety." If they bought the house before they got married, the deed will usually give them a "joint tenancy." In either of those cases, when one of the two owners dies, the other one will automatically own the house. However, it's also possible (although not very likely) that the deed made them "tenants in common." In that case, when one spouse dies, the deceased spouses heirs will receive a 50% interest in the house. Depending on the deceased spouse's will (or, if there is no will, depending on the deceased spouse's survivors and their relationship to him or her), the surviving spouse may receive all or part of that 50% interest.
Articles & Publications
Yes, Your LLC Needs an Operating Agreement
Fishers Business Insider
Limiting the Discretion of the Administrator of Poor Relief in Indiana
Indiana Law Review
WEBSITES & BLOGS
Website: Michael Ray Smith's Website Profile
Website: Smith Rayl Law Office Website
Website: Indiana Business Law Blog::Smith Rayl Law Office, LLC
Website: Michael Ray Smith's Criminal Website Profile
Website: Smith Rayl Law Office Criminal Website
Blog: Indiana Business Law Blog
Account Stated Small Businesses Not Included in Proposed Reporting Requirement for Government Contractors LLC Veil Piercing: Required Corporate Formalities, revisited Copyright Conundrum: A monkey's selfie LLCs and Apparent Authority II LLCs and Apparent Authority Covenant or Condition? Why does it matter? Anticipatory Breach and Mitigation of Damages revisited: The Indiana Supreme Court Clears the Minefield Office Lease: No signature, no personal guaranty
Account Stated: On December 12, 2008, Layne and Anita Dellamuth bought flooring materials and installation ser... http://bit.ly/1qAn9XP— Michael Ray Smith (@IndianaLawFirm) 20.9 hours ago
See my answer on @Avvo to: Can a lease be amended after it has been signed if there is no clause allowing i... http://rpx.me/1/knmv— Michael Ray Smith (@IndianaLawFirm) 1 day ago
RT @scientificprose: Academia doesn't stop when you're on vacation. My paper was published online last Friday! http://t.co/2aYp6HqpA3— Michael Ray Smith (@IndianaLawFirm) August 22, 2014
RT @indianalawblog: Ind. Decisions - Court of Appeals issues 2 today (and 10 NFP) (one a NFP re prosecutorial misconduct) http://t.co/OBOpZuA0Nd— Michael Ray Smith (@IndianaLawFirm) August 20, 2014
Copyright Conundrum: A monkey's selfie: Okay, this article in the Washington Post is just too good not to me... http://bit.ly/1oNwTNh— Michael Ray Smith (@IndianaLawFirm) August 8, 2014
RT @indianalawblog: Ind. Courts - "Rush to be 1st woman to lead Indiana Supreme Court" Tom LoBianco, AP http://t.co/xZffoA3hUx— Michael Ray Smith (@IndianaLawFirm) August 7, 2014
Please check out my answer on @Avvo to: I entered contract to purchase a home and had the mortgage approved... http://rpx.me/1/YqQu— Michael Ray Smith (@IndianaLawFirm) August 2, 2014
LLCs and Apparent Authority: Whether a particular person has the authority to execute a contract on behalf of ... http://bit.ly/1xcaDO7— Michael Ray Smith (@IndianaLawFirm) July 25, 2014
My answer on @Avvo to: What do I need to do to change from a S corp to LLc? http://rpx.me/1/KVzu— Michael Ray Smith (@IndianaLawFirm) July 21, 2014
Anticipatory Breach and Mitigation of Damages revisited: The Indiana Supreme Court Clears the Minefield: Last... http://bit.ly/1nRjkw7— Michael Ray Smith (@IndianaLawFirm) July 17, 2014