Issue: Other than satisfying the Best Evidence Rule, what are other considerations facing an Ohio company that seeks to digitize its original paper contracts and destroy the paper copies?
|Area of Law:||Business Organizations & Contracts, Litigation & Procedure|
|Keywords:||Statute of limitations; Contract digitization; Destruction of paper copies|
|Cited Statutes:||26 U.S.C. § 6501, § 6502; ORC Ann. § 2305.06; ORC Ann. § 1302.98; U.C.C. § 2-725; 17 C.F.R. § 210.2-06|
To the extent that documents relate to taxes, the Internal Revenue Service (IRS) has three years after a return was filed to assess a tax, 26 U.S.C. § 6501, and the IRS has ten years to act, by levy or court proceeding, on the assessment. 26 U.S.C. § 6502. The United States may also pursue erroneous refunds within two years of making the refund or five years of the refund involved fraud. 26 U.S.C. § 6502.
With respect to contract actions in Ohio, Ohio imposes an eight-year statute of limitations on contract claims generally. ORC Ann. § 2305.06. However, for contracts relating to sales, Ohio applies the Uniform Commercial Code standard of four years (which may be reduced to one year by agreement of the parties). ORC Ann. § 1302.98 [U.C.C. § 2-725].
Finally, Sarbanes-Oxley (SOX) requirements may apply. SOX imposes a seven-year requirement on audit-related documents. 17 C.F.R. § 210.2-06.