My two-year-old niece has learned how to introduce herself. She is proud to approach anyone, point to her chest and announce, “I’m Ellen.” Sometimes, to tease her, I ask her if her name is Tom or Bob. She is relentlessly unoffended as she shakes her head no and says, “Ellen.”
The thing is, my niece’s name is Helen. In this context, Ellen is close enough to Helen. Believe it or not, “close enough” is legally sufficient in some instances, especially because perfection is not possible in every aspect of business or life.
For instance, for many real estate documents that are at least a couple decades old, names that sound the same but are spelled differently can sometimes be considered to be the same.
For example, a Tom Schmit and his wife Erma may have bought a farm in 1939. In 1944, it could appear that a Tom Schmidt and his wife Erma sold that same farm. Unless there are other recorded documents that cast doubt on the fact that the Tom and Erma who bought the farm are the same Tom and Erma who sold the farm, the slightly different last names may not be a problem legally, particularly because they are pronounced to sound almost identically.
If some Schmidt family members are still around the area, a good attorney will file some documents to clear up the inconsistency. However, if the Schmidt family descendants are long gone, that chain of ownership for that farm is often considered “close enough.”
Some imprecision is also expected in the context of business planning, particularly within the transitions to new entities and business structures.
Illustratively, a sole proprietor may decide to organize an LLC. The sole proprietor knows that all new purchasing accounts and all new sales will be conducted in the name of the LLC. And, the sole proprietor may intend for Jan. 1 to be the “new business date” for everything to “switch over” to no longer using the sole proprietor’s social security number and name and instead using the LLC’s employer identification number and name.
However, inevitably, in March, a customer accidentally writes a check to the sole proprietor personally. And, about that same time, the annual advertisement bill (that automatically renews itself) is issued in the name of the sole proprietor.
A perfectionist business person (as most successful business owners necessarily must be) can become discouraged and disappointed in thinking that all of his or her liability and business planning is for naught or that new checks or invoices will have to be requested from the customer or advertiser in light of the tardy transactions.
The reality is that it takes time for a business transition to effectuate itself. Endorse the check and deposit it into the business’s account. Pay the advertising bill from the business account and ask that future invoices be directed to the business rather than the proprietor. Some imprecision in the practical transition to a business structure does not alone jeopardize the protections sought from the restructuring.
Lee R. Schroeder is an Ohio licensed attorney at Schroeder Law LLC in Putnam County. He limits his practice to business, real estate, estate planning and agriculture issues in northwest Ohio. He can be reached at Lee@LeeSchroeder.com or at 419-659-2058. This article is not intended to serve as legal advice, and specific advice should be sought from the licensed attorney of your choice based upon the specific facts and circumstances that you face.