Articles Posted in Business Disputes

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Clients call us when they are in a sticky situation. That is usually not the first time something went wrong. The problem has been building. The partner stopped being transparent. The manager started siphoning business. The competitor started poaching customers. The contract got ignored. Then one day it becomes urgent. There is a hearing coming. There is a TRO on the table. There is a demand letter that cannot be ignored. The business owner suddenly needs answers that are both fast and correct.

In those moments, the lawyer who understands how judges think has a real advantage.

Before joining DiTommaso Lubin, P.C., James V. DiTommaso served as a judicial extern to Justice Thomas E. Hoffman of the Illinois Appellate Court, First District, Sixth Division. During that externship, he assisted in drafting opinions and bench memorandums. That experience is not just a resume line. It is a perspective shift. It teaches you what arguments actually move the needle inside chambers and what arguments sound good only to the lawyer making them.

Here is the reality most clients do not see. Judges are not looking for drama. They are looking for a principled reason to rule. They want clarity. They want credibility. They want to understand what the law allows them to do, and they want to do it without creating a mess.

When you have worked inside the appellate process, you learn quickly that the record is the case.

A business dispute can feel like a thousand moving pieces. But the court is going to rule based on what is properly presented, properly supported, and properly framed. That is why James’s externship experience matters in everyday business litigation. It pushes the case toward what courts value: organized facts, clean legal theories, and a timeline that makes sense.

A judge’s view of a contract dispute is not “who is angry.” It is “what does the contract say, what was performed, what was breached, and what remedy is available.” A judge’s view of a fiduciary duty case is not “who feels betrayed.” It is “who owed duties, what conduct crossed the line, what damages resulted, and what evidence proves it.”

That is the difference between storytelling and proof.

James applies that discipline to the cases he litigates. When a client is facing an emergency situation, the goal is not to file something fast and hope. The goal is to file something strong and specific. A motion for emergency injunctive relief only works if the facts are tight, the law is clear, and the harm is real. Judges can smell exaggeration. They see it every day.

The same is true in partner disputes and business ownership divorces. One side often tries to freeze out the other side by controlling information. That is not just unfair. It is a litigation tactic. The best response is not to yell about fairness. The best response is to use the legal tools available and build a record that shows the court what is happening in concrete terms.

A lawyer with appellate experience understands how orders are written and why that matters. The wording of an injunction can decide the next six months of the case. The language of a discovery order can determine whether you actually get the documents you need or you spend months arguing about loopholes. The framing of an issue can decide whether you win a key motion or you lose momentum. Continue reading ›

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Most business owners will never see the inside of an appellate courtroom, and that is a good thing. Appeals are expensive, time consuming, and usually happen after a case has already chewed up months or years. But the mindset of an appellate lawyer, the discipline of precision and the obsession with the record, can make the difference in the trial court long before any appeal is filed.

James V. DiTommaso did not become a lawyer because it sounded easy. On his attorney profile, he puts it plainly: he chose to become a lawyer because he wanted to be like his dad, the person people call when they are in a sticky situation. That is also why his litigation style is direct. When a client needs help, they do not need a lecture. They need a plan.

James has lived appellate pressure in a way very few attorneys ever experience. He argued a case before the Illinois Supreme Court, an experience that changes how you approach every case afterward. It happened in Yakich v. Aulds, a direct appeal that put a constitutional question in front of the state’s highest court. The case centered on Section 513 of the Illinois Marriage and Dissolution of Marriage Act, the statute dealing with a parent’s contribution to a non minor child’s educational expenses. The circuit court declared the statute unconstitutional as applied. The Illinois Supreme Court ultimately vacated that judgment and sent the matter back, emphasizing that lower courts are bound by Illinois Supreme Court precedent and do not have authority to overrule it.

The case was also a rare moment in Illinois legal history because it involved father and son lawyers appearing as counsel on both sides of the matter before the Supreme Court. That does not happen in routine litigation. It happens in cases that are serious, well briefed, and hard fought.

There are two ways to look at the Supreme Court’s result. One is academic. The other is practical.

The academic lesson is about stare decisis. In plain English, trial courts cannot decide they no longer like a Supreme Court case and ignore it. The practical lesson is more important for business litigation clients. When you are fighting in court, you have to know what the controlling law is today, not what you wish it was, and you have to build your strategy around it.

That is what appellate experience teaches.

In the Illinois Supreme Court, there is no room for vague arguments or sloppy storytelling. The questions come fast. The justices want to know where something is in the record. They want to know what rule controls. They want to know what the legal consequence is if they agree with you. There is nowhere to hide behind rhetoric. It is precision under pressure.

That same discipline applies to business disputes.

When a partnership fight breaks out, the “facts” are rarely clean. People remember meetings differently. Text messages are interpreted differently. Financial records can be spun. The side that wins is usually the side that turns chaos into clarity. That requires building a record that is defensible, documenting the story early, and anticipating what a judge will need to rule in your favor.

James approaches business litigation the way an appellate court reads it. What did we prove. What did we preserve. What did we make easy for the judge to adopt in a written order. That is not just a style choice. It is strategy.

Yakich v. Aulds also shows something else. High stakes litigation can be personal, but it is never only personal. The case involved a real family dispute, but the legal issue had broader implications because it challenged a statute that affects people across Illinois. In business disputes, it is the same. Your case feels unique, but the judge is thinking about rules, precedent, and the ripple effects of any order. Continue reading ›

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The Myth of the Big Firm: Why Agility Wins in Modern Litigation

Many clients believe that a massive firm is required for a massive case. The reality? Huge firms are often slowed down by committee structures and bureaucratic oversight. At DiTommaso Lubin, we have the same access to top-tier experts and forensic data tools as any “Big Law” firm, but we operate with the speed of a fighter jet. When a trial shifts, we pivot in seconds—not after a firm committee meeting. We have handled very large and complex trials including trials that have lasted two years in one case and resulted in a judgment of over $20 million in closely held family business dispute involving serious breaches of fiduciary duty that required our lawyers with the help of forensic accounts, witness interviews and over 30 depositions to expose complex employee expense allocations where the controlling partner falsely allocated millions of dollars in employee expenses related to his solely owned business to family’s jointly owned business and also charged multi-million dollar management fees when he was charging for ghost employees who were only providing services to his business. In other words he was charging the joint entities millions of dollars in fees for supposedly keeping expenses down when in fact he was the one with his hands in the cookie jar. We have years of experience reviewing complex acccounting records and then using live witnesses to expose complex fiduciary fraud. We win cases through hard work and knowledge of complex business issues and fiduciary fraud schemes and not from simply being the loudest one in the court room. We know when to be calm and to negotiate like big firm lawyer and when to be “street fighters” but not in sense of fighting dirty but to fight hard and fair for our clients and to be the truth tellers in the courtroom that the judge and jury rely upon.  Our track record of wins and big settlements is the proof that our court room style works.

James DiTommaso: The Modern Problem Solver 

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The Dream of Owning a Business — and the Nightmare That Followed

Some of our business clients come to us after realizing that the dream business they purchased is nothing like what they were sold. One of our current matters involves a small investor who purchased a business after reviewing glossy marketing materials, tax returns, and financial statements provided by the seller and a business broker.

On paper, the business appeared to be thriving: strong revenue, steady growth, and attractive profit margins. The buyer agreed to pay a substantial price based on those numbers and on the seller’s written warranties in an asset purchase agreement that the financials were “accurate” when provided and at closing.

Shortly after the sale, the new owner began comparing the point-of-sale (POS) data to the historic financials. The numbers did not come close to matching. The prior owner had used numerous no-tax transactions or other sleights of hand o inflate apparent sales. A later reconciliation showed the alleged inflated sales figures.

Our lawsuit in that matter alleged common-law fraud, violations of the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/2, and breach of contract. The theory is straightforward: the seller and broker supplied false financial statements and a misleading sales materials, failed to disclose critical POS discrepancies, and then warranted in the purchase agreement that the financials were accurate.

815 ILCS 505/2 declares it unlawful to use deception, misrepresentation, or the concealment of material facts in trade or commerce. By overstating revenues and hiding expenses, the seller engaged in precisely the sort of conduct the statute is designed to prevent. Those statutory claims complement our common-law fraud counts> In cases like this and other consumer fraud cases, we seek both rescission and damages, including punitive damages where the conduct is willful and part of a pattern. If the plaintiff is an individual we also seek aggravation inconvenience and stress damages.

The Role of Forensic Accounting and POS Analysis

In many business-fraud and corporate freeze out and breach of fiduciary duty matters, our ability to tell a compelling story depends on the numbers. We work closely with forensic accountants who examine POS data, bank records, tax returns, and internal spreadsheets. They quantify how much the revenues were inflated and how that inflation translated into an overpayment for the business or in case of corporate freeze otu cases excessive paymetns to the controlling managers through expense account or other types of over compensation..

Because we regularly collaborate with forensic accountants in fraud and breach-of-fiduciary-duty cases, we know how to translate technical accounting conclusions into plain language that judges and juries can understand.

Strategic Remedies: Damages, Rescission, or Both

Buyers who are defrauded into purchasing a business often have a choice: seek rescission and unwind the transaction, or affirm the deal and sue for the difference between what they paid and what the business was actually worth. In our cases, we often preserve both options, making clear in our pleadings that our client may elect rescission before trial.

We also pursue punitive damages based on the willful nature of the misconduct: the seller and broker did not simply make a mistake, they allegedly used fake sales entries and omitted sales tax on numerous transactions to pump up the numbers in a way that would be obvious to any experienced industry player. That type of conduct often justifies a substantial punitive award on top of actual damages and also sets the stage for stress and aggravation damages.

What Makes Our Firm Effective in Deal-Fraud Litigation

Our practice combines commercial litigation, consumer-fraud work, and a deep bench of relationships with forensic experts. In deal-fraud cases like this, we typically:

  • Obtain and analyze POS data, merchant statements, and bank records;
  • Compare tax returns and internal financials against source data;
  • Depose brokers, accountants, and sellers about what they knew and when; and
  • Use consumer-fraud statutes like 815 ILCS 505/2 to pursue fee-shifting.

Because we also handle business squeeze-out and freeze-out cases, we are familiar with disputes among partners and shareholders that often arise when one owner discovers that another brought them into a business based on false numbers. Continue reading ›

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The New Reality: Accusations Before Investigation

In the modern environment, a single social-media post can trigger a storm of attention, formal investigations, and sometimes a lawsuit. We have dealt with this type of situtation in many of our lible and business control cases.

Our firm represents pleaintiffs and defendants in these highly chargds cases that sit at the intersection of social causes and modern defamation or business control law.

Discovery Battles Over PR Firm Documents

A major battleground in these case can be obtaining through discovery outside public relations firm documents  and communciations when the opposing side has relied on such a firm. Those documents can matter if for instance they show whether the lawsuit is a genuine attempt to vindicate a reputation—or part of a broader public-relations campaign and lawfare as opposed to legitimate libel or business control suit

Illinois law treats discovery as broadly relevant if it has any tendency to make a fact in issue more or less probable. A 2019 appellate decision reported at 2019 IL App (1st) 182354, ¶ 35, and another at 2017 IL App (1st) 161918, ¶ 14, emphasize that discovery is not limited to what will be admissible at trial, but also includes what may lead to admissible evidence. That principle supports our effort to obtain communications with the public relations firm that helped craft talking points, draft emails to classmates, and shape threats to witnesses.

Courts have also recognized that public-relations work is generally not protected as attorney work product, even if it touches on litigation strategy. Decisions reported at 265 Ill. App. 3d 654 (1st Dist. 1994), 329 F.R.D. 628 (N.D. Cal. 2019), and 290 F.R.D. 421 (S.D.N.Y. 2013) hold that communications with outside consultants like publicists are ordinarily discoverable. We rely on that authority to argue that the PR firm documents must be produced.

Defamation in the Age of Anonymous Accounts

Because the original accusations in some of cases were posted through social-media accounts that sometimes hid the poster’s identity, we also deal with the cutting edge of online defamation. We regularly work with subpoenas to platforms such as Yelp, Google and SnapChat, IP and device information, and cross-referencing of screenshots, deletion logs, and metadata to tie anonymous statements back to real people.

Our role is not to silence legitimate speech about misconduct, but to defend people who tell the truth and to prosecute peole who libel our clients.

What Sets Our Firm Apart in Defamation Work and Business Dispute Work

Our lawyers have handled complex  libel and business control suits that blend:

  • High-profile media coverage, social-media and PR campaigns;
  • Aggressive discovery disputes over expert witnesses, PR firms, and internal investigations.

Because we routinely litigate both defamation and business torts, we are comfortable with large-scale document collections, forensic email and text discovery, and cross-border issues when the parties and witnesses are in different states. Continue reading ›

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Why Forensic Accounting Matters in Complex Business Fraud

Civil RICO and serious breach-of-fiduciary-duty cases live and die by the numbers. It is not enough to allege that a business partner or investment promoter “took money”; you have to show how funds moved, which entities were involved, and how those transactions fit into a pattern of racketeering activity such as wire fraud or mail fraud under 18 U.S.C. §1962.

In several of our current matters, we represent investors and entrepreneurs in disputes involving digital assets, closely held companies, and high-risk ventures where the financial records are a maze of limited-liability companies, internal transfers, and shifting balance sheets. In those cases, we partner with seasoned forensic accountants to reconstruct what really happened.

Examples from Our Current and Recent Matters

In one ongoing dispute involving a internet marketing venture, a member was told that affiliated companies were profitable and well-capitalized. A forensic review of balance sheets and income statements, however, showed that one entity reported net income in one year but then sustained significant losses the next and was insolvent within months, with liabilities exceeding assets by millions of dollars. Those findings undercut the fraud narrative.

We have also worked with forensic experts whose prior engagements include uncovering a nationwide investment schemes and hundreds of millions in fiduciary fraud or execessive fess and compensation all masked as loans of legitimate fees and services.  That level of real-world experience matters when your case involves serious allegations and high stakes.

How We Integrate Forensic Accounting into Civil RICO Theories

Civil RICO claims require proof of an enterprise, a pattern of racketeering activity, and injury to business or property. Forensic accountants help us tie those elements together by:

  • Mapping flows of funds between entities and individuals;
  • Identifying sham invoices, circular transfers, and unexplained withdrawals;
  • Testing whether financial statements fairly reflect underlying transactions; and
  • Quantifying investor losses and unjust enrichment.

When those analyses show, for example, that new investor money was consistently used to pay earlier investors, or that insiders siphoned funds through related-party contracts, we can frame those facts as predicate acts of wire or mail fraud. That can support a civil RICO claim alongside more traditional causes of action like common-law fraud, breach of fiduciary duty, and unjust enrichment.

Translating Complex Numbers for Judges and Juries

A good forensic report is only half the battle. The other half is turning spreadsheets and accounting jargon into a compelling trial story. Our lawyers are used to working hand-in-hand with forensic experts to prepare clear exhibits—timelines of transfers, simplified charts of related entities, and before-and-after net-worth analyses—that judges and jurors can understand at a glance.

Because we handle both business-tort cases and libel matters arising out of fraud accusations, we are sensitive to the reputational consequences of alleging racketeering. We carefully vet the evidence before including a civil RICO count, ensuring that our pleadings are supported by detailed, defensible forensic work rather than speculation.

What Makes Our Team Unique

Our firm’s approach to complex financial cases is different in several ways:

  • We involve forensic accountants early, often before suit is filed, so that we can shape the complaint around hard data rather than guesswork;
  • We are comfortable litigating in both state and federal courts, and we understand the procedural nuances of civil RICO and related claims;
  • We treat forensic experts as true partners in strategy, not just witnesses to be dropped in at the end of a case; and
  • We never lose sight of the human stakes—clients whose businesses, investments, and reputations are on the line.

Whether your dispute involves a digital-asset startup, a distressed operating company, or a complex web of related entities, this blend of legal and forensic expertise can be decisive.

 

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Summary: Law firms and professional companies are businesses too. When lawyer‑owners divert funds, freeze out a co‑owner, or weaponize firm control, a derivative suit or oppression claim can be the right tool—if you respect both corporate law and the professional‑ethics overlay.

Typical patterns we see:

  • Unilateral transfers disguised as “distributions” or “draws.” Bank statements and ACH histories are the first stop; courts expect contemporaneous paper (or pixels) to back up allegations.

  • Access choke‑points. Changing login credentials to trust accounts, practice‑management billing, or accounting software is a hallmark of a freeze‑out. Immediate injunctions can restore access and stop dissipation.

  • Mixing direct and derivative claims. A lawyer‑member’s “personal” grievance is often the company’s harm in disguise. Keep the derivative and individual lanes clean to survive motions to dismiss.

  • What to plead and prove:

  • Derivative standing (and demand/futility). Say who controls the firm, why a demand would be futile, and what records you sought before filing.

  • Statutory backbone. For LLC law practices, cite 805 ILCS 180/40‑1 (derivative actions) and the LLC Act’s fiduciary duties and information rights (15‑1, 15‑3, 15‑5). For PC/corporate forms, remember the oppression statute (12.56) and corporate records rights.

  • Remedies that actually help. Courts can impose constructive trusts on misdirected funds, order real‑time access to trust‑accounting and billing systems, and enjoin further unilateral withdrawals while the case proceeds.

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The elements required to establish a joint venture are broadly consistent across the search results. They include:

1. An express or implied agreement to carry on an enterprise (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)), (Yokel v. Hite, 348 Ill.App.3d 703 (2004)).

2. A manifestation of intent by the parties to be associated as joint venturers (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987), (O’Brien v. Cacciatore, 227 Ill.App.3d 836 (1992)).

3. A joint interest as shown by the contribution of property, financial resources, effort, skill, or knowledge by each joint venturer (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)), (Yokel v. Hite, 348 Ill.App.3d 703 (2004)).

4. Some degree of joint proprietorship or mutual right to exercise control over the enterprise (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)).

5. Provision for the joint sharing of profits and losses (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)), (O’Brien v. Cacciatore, 227 Ill.App.3d 836 (1992)).

It is important to note that all four criteria must be established or a joint venture does not exist (Fogt v. 1-800-Pack-Rat, LLC, 2017 IL App (1st) 150383 (2017)).

The obligation of a joint venturer to account to another member of the joint venture arises from the fiduciary nature of their relationship. The relationship between joint venturers, like that existing between partners, is fiduciary in character and imposes upon the participants an obligation of loyalty and good faith in their dealings with each other with respect to the enterprise (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)). In the case of a sale of joint venture property by one joint adventurer, the other is entitled to an accounting on principal and interest profit, if any, received by the seller on the purchase money mortgage received when the joint venture property was liquidated (Burtell v. First Charter Service Corp., 83 Ill.App.3d 525 (1980)).

However, it’s important to note that whether or not a joint venture exists is a question for the trier of fact as they are in the best position to judge the credibility of the witnesses (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)), (Thompson v. Hiter, 356 Ill.App.3d 574 (2005)), (Andrews v. Marriott Intern., Inc., 2016 IL App (1st) 122731 (2016)). Continue reading ›

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In Illinois, there are several circumstances under which a partner can sue another partner (Battles v. LaSalle Nat. Bank, 240 Ill.App.3d 550 (1992)), (In re Ascher, 141 B.R. 652 (1992), (Hux v. Woodcock, 130 Ill.App.3d 721 (1985)):

1. A partner can sue another for a breach of fiduciary duty, such as if a partner sells partnership property to a third party without approval from all partners (Battles v. LaSalle Nat. Bank, 240 Ill.App.3d 550 (1992)), (Nussbaum v. Kennedy, 267 Ill.App.3d 325 (1994).

2. A partner or partnership can bring an action against a co-partner if the plaintiff’s claim can be decided without a full review of the partnership accounts. This means that if the issue between partners can be resolved without an accounting, one partner can sue the other. However, if such an issue requires an accounting, that is the proper remedy to seek under the Illinois Partnership Act (In re Ascher, 141 B.R. 652 (1992)).

3. The capacity to sue is determined under Illinois law, and a partnership must sue in the name of all its partners (Stotler and Co. v. Reisinger, Not Reported in F.Supp. (1987). In other words, to sue a partnership, it is necessary to sue and serve all of the partners (Gerut v. Poe, 11 F.R.D. 281 (1951)).

4. A partner may not sue individually to recover damages for injury to the partnership (Hux v. Woodcock, 130 Ill.App.3d 721 (1985)), (Creek v. Village of Westhaven, 80 F.3d 186 (1996)). The lawsuit must be filed on behalf of the partnership and not the individual partner.

5. In cases involving a limited partnership, a limited partner can sue the general partners for alleged breaches of fiduciary and contractual duties arising under a written limited partnership agreement (Illinois Rockford Corp. v. Dickman, 167 Ill.App.3d 113 (1988)). However, limited partners do not have a cause of action for damages to their interest in a limited partnership as long as the partnership exists and has not been dissolved or liquidated (766347 Ontario Ltd. v. Zurich Capital Markets, Inc., 249 F.Supp.2d 974 (2003)).

6. A partner may maintain an action against a co-partner absent an accounting in certain situations, including upon claims involving express personal contracts between the partners, and also upon claims involving the failure to comply with an agreement constituting a condition precedent to the formation of a partnership (Hux v. Woodcock, 130 Ill.App.3d 721 (1985)).

7. Illinois courts may imply rights of action from Illinois statutes under certain circumstances. These include instances where the plaintiff is a member of the class for whose benefit the Illinois legislature enacted the statute; implication of the right is consistent with the underlying purpose of the statute; the plaintiff’s claimed injury is one which the Illinois legislature designed the statute to prevent; and a private right of action is necessary to effectuate the purposes of the statute (Bane v. Ferguson, 707 F.Supp. 988 (1989)). Continue reading ›

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Extensive Experience in Partnership, LLC Member, and Shareholder Disputes

At DiTommaso Lubin, we understand the complexities of business disputes in closely held companies. Whether you are facing a partnership disagreement, LLC member conflict, or shareholder dispute, our experienced attorneys are here to provide you with the guidance and representation you need to protect your interests.

Personalized Attention for Closely Held Companies

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