Articles Posted in Business Disputes

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The summons rarely feels proportional to what happened. You left an honest review of a contractor. You warned a colleague about a vendor who had burned you. You answered a reporter’s question, or posted what you believed was true, or simply repeated what half the industry already knew. Now a process server is at the door and a complaint accuses you of defamation, demands a sum with a lot of zeros, and frames your words as if they were a calculated act of malice. The plaintiff is betting that the cost and fear of litigation will make you apologize, retract, and pay before anyone tests whether the claim is any good.

Often the claim is not good. Illinois defamation law is far more demanding of plaintiffs than most people sued under it realize, and several of its defenses are designed to end a weak case early, before it drains a year of your life. We tell clients the truth in both directions. A genuinely false and damaging statement of fact can cost you. But a great many defamation suits are built on opinion, on substantially true statements, on words that carry an innocent meaning, or on a theory that runs out of time. Knowing which is which is the whole game.

Begin with what the plaintiff must prove. A defamation claim in Illinois requires a false statement of fact about the plaintiff, an unprivileged publication of that statement to a third party, some level of fault, and damage to the plaintiff’s reputation. Each element is a place where a case can fail. The requirement that the statement be one of fact, and false, is the one defendants underuse. Continue reading ›

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The deal closed on a Friday. The selling dealer went to Naples. The buyer took the keys on Monday, and by Wednesday was staring at a floor plan audit showing twenty units short, a used-car inventory valued two hundred thousand dollars below the closing schedule, and a working-capital adjustment the seller’s accountant had, in the buyer’s view, quietly gerrymandered. The buyer calls us. So does the seller, a week later, demanding the earn-out the buyer now refuses to pay.

This pattern repeats across Illinois dealership deals. Our earlier post on the five critical clauses every Illinois dealer needs in a buy-sell agreement addressed what the agreement itself must contain. The next battleground is the one that opens after the agreement is signed. Post-closing disputes between dealer principals are where deals go to die, and they fall into three familiar buckets: working-capital adjustments, indemnification claims, and earn-outs.

Working-capital adjustments are the first and most common flashpoint. Nearly every dealership asset purchase agreement includes a true-up mechanism tied to a target net working capital figure, measured as of closing and adjusted within 60 or 90 days. The seller’s preliminary closing statement anchors the seller’s position. The buyer then issues a dispute notice identifying line-item disagreements. If the parties cannot negotiate those, the agreement usually routes the remaining items to an independent accounting firm sitting as arbitrator. The fights cluster around a short list of items. New-vehicle inventory valued at dealer cost versus MSRP less holdback. Aged used units written down or not. Contracts in transit counted as receivables. Warranty receivables from the manufacturer treated as accounts receivable. Parts inventory counted at cost or marked down for obsolescence. In our experience, the buyer who does not send a manager to physically count inventory the night before closing is the buyer who pays too much. The seller who does not require the accountant to sign off on the closing-date balance sheet before wiring the funds is the seller who litigates for the next eighteen months.

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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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A lot of lawyers say they are “trial lawyers.” Then the case gets real. The judge sets deadlines. The other side files a motion that actually matters. A key witness gets cold feet. The documents tell a story your client does not like. That is the moment when you find out whether your lawyer is built for the courtroom or built for paperwork.

James V. DiTommaso is built for the courtroom.

James earned his J.D. from Chicago-Kent College of Law, and if you know Chicago-Kent, you know what that means. Chicago-Kent is not known for producing lawyers who hide behind the comfort of endless letters and endless “let’s see what happens” litigation. Chicago-Kent is known for its trial advocacy culture. The school’s trial program has been a national leader for decades, and its trial teams have competed and won at the highest level, including National Trial Competition championships in 1988, 2007, 2008, and 2015. That kind of environment changes how a lawyer thinks. It teaches you that credibility is everything, preparation beats improvisation, and the courtroom is not a place to “try something” for the first time.

That mindset is exactly what business owners need when the dispute is not theoretical and the money is not monopoly money.

Business disputes are personal even when the legal issues are corporate. A partnership fight can destroy a company faster than any competitor. A fraud case can shake a client’s confidence in everyone around them. A dealership dispute can trigger lender panic and manufacturer scrutiny. In those moments, you do not want a lawyer who is learning on your time. You want someone who treats litigation like it is a profession, not a hobby.

Chicago-Kent teaches that litigation is a craft.

James’s background at Chicago-Kent was not just a diploma on a wall. He earned a Business Law Certificate, and he was on the Dean’s List. He also served on the Executive Board for the Chicago-Kent Justinian Society. That combination matters because it is the intersection of two worlds that most lawyers do not blend well. Trial focused thinking and business focused judgment. Clients need both.

Here is the problem we see over and over again. A business owner wants an aggressive litigator. But the owner also needs practical advice that does not burn the company down while the lawsuit is pending. Too many attorneys pick one lane. They either posture, fight, and turn every issue into a war, or they hesitate, negotiate too long, and let the other side take advantage of the delay. James’s style is different. The approach is disciplined. The case is built methodically. The pressure is applied strategically. The goal is to win, but to win in a way that protects the client’s business and leverage.

Trial advocacy is not about being loud.

A strong trial lawyer is calm under fire because they know what matters and what does not. They know the difference between a motion that is theatre and a motion that changes the outcome. They know how to pin down facts early so the other side cannot rewrite history later. They know how to turn a messy dispute into a clear story a judge can understand and a jury can repeat.

That is what trial training gives you. Not swagger. Structure.

James brings that structure to the cases he handles at DiTommaso Lubin, P.C. Whether it is a business ownership divorce, a breach of fiduciary duty claim, a non compete dispute, a defamation case, or a high stakes commercial lawsuit, the plan is the same. Build the record. Control the narrative. Force the other side to commit to positions early. Expose contradictions. Then use that work to either settle on strong terms or take the case through trial.

If you have never been through litigation, here is something you should know. The most important work happens long before anyone says “your honor” in a courtroom. It happens when your lawyer is choosing the claims and defenses that actually fit the facts. It happens when your lawyer is preparing you for the deposition you are not excited about. It happens when your lawyer is reading the financial records with the mindset of a cross examiner. It happens when your lawyer is deciding whether to file for emergency relief because the business cannot survive delay. Continue reading ›

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Most dealership groups are built by partners. One person has the operational instincts, another has the capital, another brings relationships, and the business grows. That partnership model works until it does not. When the relationship fractures, the dealership cannot hit pause. Cars still have to be sold. Service lanes still have to run. The factory still expects performance. Every day of internal conflict quietly drains value.

We call these cases business divorces because the pattern is familiar. Trust breaks down. Financial transparency disappears. Meetings turn into ambushes. The majority starts treating the minority like an employee instead of an owner. Then the real damage starts: money moves through related entities, opportunities are steered to other stores, and the partner who helped build the business is told to take a discounted buyout or be frozen out.

Valuation deadlocks and why dealerships are harder than most businesses to price. A dealership is not a simple earnings multiple. You are dealing with multiple profit centers: new vehicle, used vehicle, finance and insurance, parts, service, and often separate real estate and management companies. Blue sky is real, but it has to be grounded in facts, not ego. We see partners deadlock over basic issues like whether rent paid to a related real estate company should be normalized, whether “management fees” are legitimate or a profit siphon, how to value used vehicle inventory, and how to treat manufacturer incentive programs that fluctuate year to year. Without a defined valuation process, the loudest voice often wins, and that is how disputes become lawsuits.

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The Pedigree Gap

Why Your Lawyer’s Academic Background Matters in the Courtroom Marketing can be bought, but a University of Chicago Law education is earned. When Peter Lubin steps into a courtroom, he brings a level of sophisticated analysis and peer-recognized skill that reshapes the case. Having been named the first “Law Firm of the Year” in DuPage County, we prove every day that elite academic credentials translated into aggressive trial work are the ultimate competitive advantage.

Modern Discovery & E-Discovery

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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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DiTommaso Lubin, P.C. announced today that it has formally launched a series of specialized practice groups designed to serve car dealerships, closely held and family businesses, media and internet clients, and high net worth individuals with both litigation and transactional needs.

DiTommaso Lubin, P.C. announced today that it has formally launched a series of specialized practice groups designed to serve car dealerships, closely held and family businesses, media and internet clients, and high net worth individuals with both litigation and transactional needs.
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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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Phone: 630-333-0333
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