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|
|Contract Attorney, Community Development Law Center|
|Adjunct Professor , Indiana University School of Law -- Indianapolis|
|Conducted the Nonprofit Externship Program for law students at the 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 Robert H. McKinney School of Law||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: 21 Answers
- This Year: 2 Answers
Q. How does a benificiary benifit from a revocable trust after death of grantor
A: You're probably talking about a so-called "living trust" which is revocable by the grantor until the grantor's death and then converts to an irrevocable trust. The answer to your question depends on the language of the trust instrument, probably called a declaration of trust or a trust agreement. Sometimes the trust instrument calls for the assets of the trust to be distributed immediately to the beneficiaries. Sometimes it calls for the assets to be held in trust for the benefit of the beneficiaries, maybe with some provisions for the trustee to make periodic payments, perhaps limited to those used for the health, maintenance, education, and support of the beneficiaries, with the remainder of the trust to be distributed to the trustees at some point in the future. Those are just a couple of common general trust stuctures. There is no limit to the number of ways that the trust instrument can be written.
Q. when buying a house for cash what fees are there
A: Even when my clients are buying a house for cash, I advise them to use a closing or settlement agent to handle the closing to make sure everything is done correctly, and I also advise them to obtain an owner's title insurance policy, which will likely require a survey to be performed. The usual practice is to have the title company serve as the closing or settlement agent, in addition to obtaining the title policy from an underwriter, and they will likely prepare the deed, sales disclosure form, and any affidavits or other necessary documents. Depending on the situation, you may also want to have a home inspector go through the house. So with all that -- there's the cost of the home inspection, the cost of title work and survey, the premium for the owner's title polcy, and the fee for the closing services (probably with separate document preparation fees for the deed, etc.). In addition, there will be a modest fee owed to the county recorder for recording the deed and a filing fee to the county auditor or assessor for the sales disclosure form. In addition, depending on how you negotiate the tax payments and what time of the year the sale happens, the buyer may need to reimburse the seller for taxes already paid or the seller may need to pay the buyer for taxes not yet paid, but those aren't really "fees." I suppose the fee for recording the deed and the fee for filing the sales disclosure form are the only ones that you simply cannot avoid by accepting more risk and doing all the work yourself, but again I'd never advise my own clients to do that. Although some of those fees are customarily paid for by the buyer and some by the seller, who pays for what is really all negotiable.
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.
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
Seven Questions about Indiana LLCs Benefit Corporations and Small Businesses — Part V Benefit Corporations and Small Businesses — Part IV Benefit Corporations and Small Businesses: Part III Benefit Corporations and Small Businesses: Part II Benefit Corporations and Small Businesses: Part I When is the interest in a limited liability company a “security”? Our Policy Nonprofit Corporations: Tips for Taking Minutes of Board Meetings
SevenQuestions about Indiana LLCs http://www.michaelsmithlaw.com/blog/2015/08/questions-about-indiana-llcs.html http://t.co/wgouc2h45Z— Michael Ray Smith (@IndianaLawFirm) August 26, 2015
Benefit Corporations and Small Businesses — Part V http://www.michaelsmithlaw.com/blog/2015/07/benefit-corporations-and-small-businesses-part-v.html— Michael Ray Smith (@IndianaLawFirm) July 9, 2015
Benefit Corporations and Small Businesses — Part IV http://www.michaelsmithlaw.com/blog/2015/07/benefit-corporations-and-small-businesses-part-iv.html— Michael Ray Smith (@IndianaLawFirm) July 9, 2015
Benefit Corporations and Small Businesses: Part III http://www.michaelsmithlaw.com/blog/2015/07/benefit-corporations-and-small-businesses-part-iii.html— Michael Ray Smith (@IndianaLawFirm) July 8, 2015
Benefit Corporations and Small Businesses: Part II http://www.michaelsmithlaw.com/blog/2015/06/benefit-corporations-and-small-businesses-part-ii.html— Michael Ray Smith (@IndianaLawFirm) June 20, 2015
Benefit Corporations and Small Businesses: Part I http://www.michaelsmithlaw.com/blog/2015/06/benefit-corporations-and-small-businesses-part-i.html— Michael Ray Smith (@IndianaLawFirm) June 18, 2015
Speaking on "Nuts and Bolts of Business Formation" this afternoon at the Indiana State Bar Assn Solo/Small Firm Conference. #ssfc2015— Michael Ray Smith (@IndianaLawFirm) June 4, 2015
When is the interest in a limited liability company a “security”? http://wp.me/p5YOfJ-7x— Michael Ray Smith (@IndianaLawFirm) May 18, 2015
LLCs taxed as Subchapter S Corporations: A "Subchapter S corporation" or "S-corp" doesn't have to be a corpora... http://bit.ly/1yx5L7t— Michael Ray Smith (@IndianaLawFirm) March 31, 2015
Nonprofit Corporations: Tips for Taking Minutes of Board Meetings: Some practical suggestions for secretaries... http://bit.ly/1BJgMmg— Michael Ray Smith (@IndianaLawFirm) March 31, 2015