Michael Smith was born and raised in Tennessee but has been a Hoosier for most of his life. 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 later as Smith Rayl Law Office, LLC. In 2018, he and his partner, Susan Rayl, joined with attorneys Joel Hand, Rachelle Ponist, and Valerie Horvath in forming Hand, Ponist, Horvath, Smith & Rayl, LLC. His recreational interests include backpacking and woodworking with hand tools.
- Business Law
- Estate Planning
- Securities Law
- Appeals & Appellate
- Limited Liability Companies
- Nonprofit Organizations
- Credit Cards Accepted
Visa, MasterCard, Discover
- D.C. Circuit
- U.S. District Court, Northern District of Indiana
- U.S. District Court, Southern District of Indiana
- English: Spoken, Written
- Hand Ponist Horvath Smith & Rayl, LLC
- - Current
- Hand Ponist Horvath Smith & Rayl, 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.
- 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
- Indiana State Bar Association
- American Institute of Chemical Engineers
- Yes, Your LLC Needs an Operating Agreement
- Fishers Business Insider
- Limiting the Discretion of the Administrator of Poor Relief in Indiana
- Indiana Law Review
- Michael Ray Smith's Website Profile
- Hand Ponist Horvath Smith & Rayl, LLC Business Law Website
- Hand Ponist Horvath Smith & Rayl, LLC Criminal Website
- Indiana Business Law Blog
- Veil Piercing: Plaintiff Left With No Recourse, and That’s Okay
25 November 2018
- Homeowners’ Associations and Election Signs
5 October 2018
- History of the Johnson Amendment
2 October 2018
- Defend Trade Secrets Act: Are Your Employment Agreements Up to Date?
3 September 2018
- Revised Policy on the Use of Unpaid Interns
20 August 2018
- Business Contact Basics: Preambles
22 March 2018
- Indiana Business Entity Harmonization: Postscript
3 March 2018
- That Time When the Indiana Government Nearly Came Apart at the Seams
28 February 2018
- Indiana Business Entity Harmonization: Part IV
2 January 2018
- Q. Do I need to be a LLC or similar? As an independent contractor Process Server I want to protect myself, home, car etc.?
- A: As an Indiana attorney, I'm not familiar with Illinois rules governing process servers, so I can't tell you if there are any specific provisions of those rules that might affect the answer to your question. But I can answer your question as a general matter. As long as the LLC is properly organized and operated, the owners of a limited liability company are not responsible for the LLC's debts or obligations, which means the assets of the owners cannot be reached by the LLC's creditors. Even so, doing business as an LLC (or corporation for that matter) does not protect the owner from liability for his or her own actions, and it does not shield the owner's assets from his or her own creditors. Let's say, for example, the employee of a limited liability company, while conducting LLC business, causes a traffic accident. The employee will be liable because he or she is the one who caused the accident, and the LLC will be liable as the employer of the person who caused the accident. However, the owners of the LLC will not be personally liable, and someone injured in the accident will not be able to reach the owner's personal assets. Now change the facts a bit so that it is not an employee who causes the traffic accident but rather the owner of the LLC. Just like the employee in the previous hypothetical, the owner will be liable because he or she is the person who actually caused the accident. The fact that he or or she was conducting LLC business at the time does not change that. So the answer is that setting up an LLC for your process serving business will not protect you from the sort of liability you're asking about. That said, I don't want to discourage you from considering an LLC because it can furnish protection against other types of liability. For example, the company's trade creditors (i.e., people or companies that sell goods or services to the LLC) cannot reach the assets of the owner unless the owner assumes the LLC's liability, for example by signing a personal guarantee. Nonetheless, a limited liability company really doesn't give you the type of protection you're looking for. For that, the best you can do is to buy a good liability insurance policy.
- 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.