Seth Alan Schwartz

Experience

Represent Client in Contract Disputes

Seth Schwartz represents EGI in disputes concerning EGI’s contract disputes. For example, Mr. Schwartz represented EGI on two occasions when third party companies failed to deliver services related to equipment specifically designed to operate on EGI’s manufacturing process lines. Mr. Schwartz also represented EGI when a contractor failed to deliver on services related to reconstruction of certain real estate assets as promised.

Represent Clients in Multiple Matters Including Regulatory Litigation

Chuck Hertlein and Seth Schwartz have represented Vantage Financial Advisers, a financial advisory firm, in multiple matters including regulatory litigation and claims brought by clients related to investment losses outside of Vantage’s control.

Representation of a Minority Shareholder when Denied Ownership Claim

Seth Schwartz represented a minority shareholder when the majority shareholder of a used printing press business denied the minority shareholder’s ownership claim, contrary to the parties’ agreement.

Our client only agreed to leave his former employer on the condition he would be a shareholder in the new enterprise. Upon reaching that agreement, our client left his employer and began working full time at the used printing press company. During the first year of his work at the new company, our client was generally treated as a partner. Our client was held responsible for expenditures of the company, including taxes, and was the only person responsible for writing checks on the behalf of the LLC. He also personally signed a lease for heavy equipment to be used by the business. In addition, the founder introduced our client as a partner to others.

After the company was very successful, the majority partner changed the compensation structure so all “partners” were making equal pay. Considering our client devoted his full-time energies to the company while other “partners” were involved with other ventures, our client disputed the new payment structure. When the dispute arose, the majority partner denied our client’s ownership of the business.

The matter proceeded to a jury trial, during which it was settled to our client’s satisfaction.

Represent Client in Multiple Disputes with Manufacturers

Seth Schwartz represents Ernie Green Industries (EGI) and its subsidiary Florida Production Engineering, in multiple disputes with second tier automotive parts manufacturers concerning quality, timeliness of delivery and purchase price. Mr. Schwartz has also represented EGI in real estate disputes concerning the scope of easements.

Represent Client in Disputes Concerning Asset Purchase Agreements

Seth Schwartz represents EGI in disputes concerning EGI’s asset purchase agreements. In particular, EGI worked with Dinsmore when the assets it purchased from a competitor were not as represented in the asset purchase agreement, reaching a favorable settlement.

Represented Minority Shareholders in Dissenters’ Rights Derivative Action

In this matter, minority shareholders retained Seth Schwartz to represent them in a dissenter’s rights derivative action. Prior to a large transaction, the company instituted a reverse 149:1 stock split, which caused the elimination of the ownership of certain minority shareholders. These minority shareholders dissented to the transaction and engaged in limited derivative litigation with the company. This matter was settled to our client’s satisfaction.

Representation of a large commercial shopping center in appeal

Seth Schwartz served as lead counsel for a dispute relating to contractual payments and title insurance for a large commercial shopping center in Toledo, Ohio. Our client appealed a decision of the Federal District Court. This dispute involved contractual interpretation issues, extensive discovery, extensive motion practice concerning the interpretation of the overlapping land agreements and applicability of the title insurance policy. The parties reached an agreement to the satisfaction of our client.

Defend majority owner against fraud, breach of contract and conversion

Seth Schwartz and Rich Porotsky represented the majority owner of seven LLCs, which owned approximately $70 million in real estate. The minority shareholders brought claims for fraud, breach of contract and conversion against the majority shareholder. In addition, the minority shareholders brought a preliminary injunction against the majority shareholder, which requested the majority shareholder be removed as manager of the companies. The case proceeded to a two-day preliminary injunction hearing where our client, the majority shareholder, prevailed.

Representation of Large Private Property Management Company

Seth Schwartz represents a large private property management company in a variety of matters including drafting contracts, litigation, alleged construction defect cases and alleged tort cases.

Defense of company in partnership dispute

Seth Schwartz represented our client, a contractor materials company (CMC), a fabricator of stainless steel rebar, in a significant case in New York Courts, ultimately reaching a favorable settlement focused on preserving our client’s business opportunities.

Our client had performed fabrication work for a former affiliate and, four years later, a dispute arose between the parties as to whether they entered into a partnership and the scope of the obligations owed between the parties contracted with a former affiliate (plaintiff) of CMC then contracted with another company while continuing to do business with both contractors. The former affiliate company brought a suit against our client in the Supreme Court of the State of New York. The plaintiff alleged, among other things, breach of contract, an action in accounting, conversion, breach of fiduciary duty, breach of the covenant of good faith and fair dealing, tortious interference with prospective business relations, fraud, unjust enrichment, promissory estoppel, misappropriation, negligent misrepresentation, and economic duress.

This matter was removed from the Supreme Court of the State of New York to the U.S. District Court for the Southern District of New York. Our client then brought counterclaims for breach of contract and breach of fiduciary duty. In addition, our client added a Third Party compliant against the plaintiff’s parent company in Denmark.

After substantial litigation, the case was ultimately settled on a favorable basis to our client, CMC.

Represent Minority Shareholders in Close Corporation Dispute

We represented our clients, alcoholic beverage shareholders, in a close corporation dispute involving claims that company management breached their fiduciary duties and violated certain common-law corporate doctrines. The minority shareholders initiated action to remove management due to these alleged contractual violations. Our clients received a favorable resolution after taking advantage of pre-litigation mediation options.

Representation of Mid-West Financial Institutions

Seth Schwartz represents multiple, significant mid-west financial institutions. These representations include addressing Truth in Lending Act matters, replevin actions, collection actions, foreclosure actions, contested foreclosure actions, internal and external fraud matters, UCC matters concerning check deposit issues, and financial institution contracts.

Representation of Local Banks

Seth represents multiple mid-sized banks in litigations with vendors, former employees, and in relation to commercial loans and foreclosures.

Dinsmore Meets All Legal Needs for Significant Craft Brewer’s Business

Client: Rivertown Brewing Company

Since 2012, Rivertown has relied exclusively on Dinsmore’s counsel to ensure their craft beer taps flow for years to come. Running a growing brewing company means constantly dealing with new questions about whether a beer name is available to disputes over what name a beer company may use in commerce. Dinsmore provides all legal counsel supporting Rivertown Brewing Company’s manufacture, distribution, and in-house sales, including distribution contract negotiations, manufacturing equipment contracts, local political lobbying, review of services contracts, employment advice, trademark and intellectual property work, litigation concerning distribution contracts, intellectual property litigation, and general corporate matters.

Represented Client Purchasing a West Coast Beer, Wine and Spirits Distributor

We represented the purchaser during its formation of an investment vehicle and subsequent $38 million acquisition of an West Coast-based beer, wine and spirits distributor. We aided our client by negotiating and drafting the asset purchase agreement and ancillary transaction documents, negotiating consents and releases with multiple suppliers, and drafting and negotiating purchaser entity formational documents. We also coordinated due diligence efforts on behalf of our client.

Aided a Start-Up Brewery with Securing Funding

We represented a Cincinnati start-up craft brewery in Regulation D securities offering to fund its bottling and canning operation. We drafted the necessary documents for our client, including the offering memorandum, subscription agreements and unit purchase agreements, which included industry-specific representations such as those related to tied house laws. We also completed the necessary SEC and state securities filings.

Represented Client in $26.5 million Asset Sale

We represented a southern wine, beer and spirits distributor in its $26.5 million asset sale to an industry competitor. Our role included negotiating and revising primary transaction documents, drafting ancillary transaction documents and facilitating due diligence inquiries.

Represented the Supplier of a New Spirit-Based Product

When a supplier from New Zealand wanted to introduce a spirits-based product into United States territories, we took the lead on drafting and negotiating an importation and contract-distilling agreement, which provided for eventual state-side production, upon the achievement of specified sales milestones.

Represented Distributor in the Divestiture of its Portfolio

We represented a beer, wine and spirits distributor in the divestiture of its distribution rights portfolio to numerous purchases.

Represented Our Client, a Brewing Company, During an Appeal to the Ohio Board of Tax Appeals

Our client, a brewing company, received an A-1 liquor permit in December 2010 that entitled them to a credit against taxes levied on manufactured beer and malt beverages, provided the brewing company met certain requirements. The brewing company requested Ohio’s tax commissioner apply the credit to taxes paid on manufactured beer and malt beverages during 2010, but the request was denied. We represented our client when they appealed the decision to the Ohio Board of Tax Appeals.

Representation of Multiple Brewing Companies

Seth Schwartz represents multiple brewery clients, including Rivertown Brewing Company, in multiple areas, including distribution contract negotiations, litigation concerning distribution contracts, intellectual property litigations, tax litigation and general corporate matters.

Assisted Clients with a $20 Million Asset Sale

We represented the sellers in an asset sale for two Ohio-based beer, wine and spirit distributors for a combined purchase price of more than $20 million. Our role included drafting and negotiating the asset purchase agreements and negotiating and facilitating various distribution right spin-off purchases to non-primary purchasers.

Litigation, Manufacturing, General Commercial

Seth Schwartz represented our client, a Contractor Materials Company (CMC), a fabricator of stainless steel rebar, in a significant case in New York Courts, ultimately reaching a favorable settlement focused on preserving our client’s business opportunities.

Our client had performed fabrication work for a former affiliate and, four years later, a dispute arose between the parties as to whether they entered into a partnership and the scope of the obligations owed between the parties contracted with a former affiliate (plaintiff) of CMC then contracted with another company while continuing to do business with both contractors. The former affiliate company brought a suit against our client in the Supreme Court of the State of New York. The plaintiff alleged, among other things, breach of contract, an action in accounting, conversion, breach of fiduciary duty, breach of the covenant of good faith and fair dealing, tortious interference with prospective business relations, fraud, unjust enrichment, promissory estoppel, misappropriation, negligent misrepresentation, and economic duress.

This matter was removed from the Supreme Court of the State of New York to the U.S. District Court for the Southern District of New York. Our client then brought counterclaims for breach of contract and breach of fiduciary duty. In addition, our client added a Third Party compliant against the plaintiff’s parent company in Denmark.

After substantial litigation, the case was ultimately settled on a favorable basis to our client, CMC.