Articles Posted in Business Disputes

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It may have once been thought that officers constituted as being fiduciaries in a manager-managed LLC setting. Who or what are fiduciaries? Fiduciaries are individuals in whom another has placed the utmost trust and confidence to manage and protect property or money. The relationship wherein one person has an obligation to act for another’s benefit. Typically, it has been those members who operated the business that owed fiduciary duties of loyalty and reasonable care to non-managing LLC owners.  They normally uphold legal positions of trust with one or more parties and  take care of money or assets for another person.  Now, a managing member of an LLC is an individual who holds an ownership interest in the company, participates in its day-to-day management and has authority to contract on behalf of the company. So are managing members fiduciaries? Since most states have codified the fiduciary duties owed by officers and directors, a recent First District Court has affirmed a trial court finding that this is NOT the case.

In the case of 800 South Wells Commercial LLC v. Cadden, 2018 IL App (1st) 162882 (May 9, 2018) Cook Co., 3rd Div, (FITZGERALD SMITH), the courts looked at these issues in greater depth and length and gave more definitive answers in terms of scopes and duties of member-managed LLCs.  It looked at a situation that involved a manager-managed Illinois LLC which was formed to obtain a leasehold interest in River City Complex’s commercial space and parking garage and the manager and member appointed Cadden to be the LLC’s vice president. Within four years, the LLC defaulted on both its mortgages. The LLC claimed that fiduciary duties were owed only because he held the title of vice president. The Court was quick to grant summary judgment which went further to say that there was no evidentiary basis to demonstrate that any fiduciary duty was owed to the LLC.  Consequently, there was no breach.  Continue reading

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The dismissal of a lawsuit filed against the Irving School District by the father of a child whose homemade clock was mistaken for a bomb.  It was alleged that the child’s civil rights were violated when the police charged with the making of a “hoax bomb.”  The federal complaint also addressed the issue of taking the child into custody and later dropping the charges.  Since it has been determined that the boy and his father are able to amend their lawsuit, they have until June 1 to make changes.  For that reason, it is likely that their claim has not ended there.

So the clock ticks and it is likely that a new lawsuit would be filed.  The student knew it was not a bomb, never threatened anyone and he never said it was one or alarmed anyone.  The lawyer further added that “despite all of those things, they yanked him out of his chair, put him in handcuffs and arrested him. There was no cause for arrest.”

The court rationale in the ruling was that Principals are responsible for the safety of the students and others on campus.  Part of that included making decisions for students and in the prospect of death.  The school now faces a lawsuit based on the Equal Protection Clause of the U.S. Constitution and Title VI of the Civil Rights Act of 1964.  The Judge dismissed the lawsuit indicating that there was no religious or racial discrimination.  “Plaintiff does not allege any facts from which this court can reasonably infer that any IISD employee intentionally discriminated against A.M. based on his race or religion,” the Judge wrote in his ruling.  This is one reason why facts need to be pleaded properly.  In a difficult case, the need of the students and their safety must be weighed against religious and racial profiling.  This is the same boy that Obama once applauded and now is being dismissed in a Trump’s America.  Mohamed was a 14-year-old freshman when the incident happened at his high school in September 2015. The charge against Mohamed was dropped, and the boy gained public support from President Obama, who invited him to the White House after saying that “we should inspire more kids like you to like science.” Continue reading

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The makers of products for newborns and young children, Johnson & Johnson, were subject to suit for their talcum powder.  It was alleged that lung cancer came about due to use of that powder.  As a result, a New Jersey banker and his wife were awarded $37 million in compensation for damages sustained.  More specifically, $30 million for him and $7 million for his wife.  Johnson and Johnson assumed 70% of the liability for the illness. The supplier of the talc mineral is what was linked to the cross contamination with asbestos being mined.  For that reason, they were hit with the other 30% of the liability.  In addition, there are thousands of other cases tying its talc products to ovarian cancer.

The way the mesothelioma acted was by having inhalation of the baby powder dust by regular use since his 1972. The jury was a seven-woman jury, which had found that asbestos was concealed in their products, making the product deadly.  This is despite the evidence that Johnson & Johnson has long tested its products for contamination and the other party argued that asbestos exposure could have come from somewhere else other than the talc.  “The evidence was clear that his asbestos exposure came from a different source such as the asbestos found in his childhood home or schools,” a spokeswoman had said and they will most likely consider an appeal.  Punitive damages are also yet to come, as the second phase of the trial is to begin next week.  On Tuesday, the jurors will make the decision as to whether or not to award punitive damages. Johnson & Johnson said it was disappointed by the jury’s most recent decision. Johnson & Johnson still affirms that its products are not carcinogenic and never have or do not contain traces of asbestos fibers. Continue reading

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Buying a landmark often comes with unique challenges people don’t have to worry about when purchasing just any old building. In addition to the location and the features of the building itself, buyers of a landmark also have to think about how they can preserve the value of that building as a landmark, especially once the former occupants have left the building.

The Tribune Tower stands on what is known as the Magnificent Mile and has been a landmark of the city since it was first built in 1925. It has housed the offices and newsroom of the Chicago Tribune ever since and currently bears a sign of the Tribune’s logo along the top of a low-rise section of the building overlooking the plaza. Commuters have seen that iconic logo every day for decades as they drive or ride the train past the building, but apparently they won’t be able to for much longer.

The newspaper’s lease is set to expire at the end of June, but the company says it is planning to move out before then and relocate to the office complex of Prudential Plaza. Instead of overlooking the Chicago River, their offices will look out over Millennium Park. Continue reading

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The Panamanian government is in dispute with an owners’ association and Trump Hotels.  This was after an attempt to dislodge the Trump name from the Trump International Hotel and Tower Panama occurred.

The matter first came to light when the property owners’ association voted to remove Trump’s management team.  This was in January when  it was alleged that there had been “gross mismanagement, breaches of contract, conversion, and breaches of fiduciary duties.”  As a result, the Public Ministry of Panama is looking into the allegations seriously and as to whether or not any action is warranted.  Accordingly, investigations continue.

Part of the investigation has yielded that the hotels as having a valid contract to manage the property and a Miami based Company do not wish for this to continue.  The Federal Prosecutors have examined accusations over documents being shredded, electrical equipment disputes and of the office being barricaded.  Property owners also publicly have complained of being barred from access during the period of dispute.  When claiming access to property attempts were being made, a statement concerning “hostile attempts” to take over the hotel was released.  They retaliated with their statement condemning the bully tactics employed, indicating that the matter should be settled in arbitration.  Trump Hotels, on the other hand, feel that they will succeed in court proceedings.  Continue reading

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While not all Catholic priests decide to take a vow of poverty when they’re ordained, a priest with a 10-acre estate in Williamston that includes six bedrooms, 12 bathrooms, 10 fireplaces, three barns, an indoor swimming pool, and stained-glass windows seems pretty suspicious. And that’s just one of his properties. The priest in question has been maintaining (although allegedly not paying taxes on or properly insuring) other properties for his personal use – all allegedly funded by money that was intended for his parish.

Reverend Jonathan Wehrle, who founded St. Martha Church in Okemos, Michigan, has recently been accused of embezzling more than $5 million from his church, and prosecutors are pointing to his vast estate as evidence of the theft. Wehrle allegedly spent $45,000 on an indoor swimming pool, $55,000 on stained-glass windows, and more than $134,000 on landscaping. According to a statement from the police, bills for the construction and landscaping did on the property match checks written from St. Martha.

Lawrence Nolan, the attorney representing Wehrle in the lawsuit, claimed the priest had an agreement with a bishop that allowed Wehrle to use parish money to fund his private residence. Unfortunately, that bishop is no longer living.

But Andrew Stevens, the assistant prosecutor for Princeton Excess and Surplus Lines Insurance Corporation, which insures the Catholic Diocese of Lansing, Michigan, tells a different story. According to Stevens, Wehrle had maintained almost complete control over the church and its funds since founding it in 1988. Continue reading

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While most people may not consider the risks associated with someone slipping and falling on their floor, it’s a legitimate concern that property owners have to anticipate. While sometimes an accident is just an accident, other times it may be the result of negligence, in which case the property owner is responsible for all medical damages that resulted from the fall, as well as any psychological distress, mental suffering, and/or lost income.

Eugenie Bouchard is demanding the United States Tennis Association (U.S.T.A.) pay her all of the above as a result of a head injury she suffered after slipping and falling in the locker room at the United States Open in 2015. According to Bouchard, the accident was allegedly caused by a cleaning fluid that was applied to the floor of the locker room, which she claims was dimly lit.

Before the accident, Bouchard was a top-five tennis player who had reached the singles final at Wimbledon in 2014 and the semifinals at both the French Open and the Australian Open. Although she didn’t do as well in 2015, she did take home three victories from Flushing Meadows, with an additional two victories in doubles, but all that was before her 2015 fall.

After sustaining the alleged head injury, Bouchard only played one more tennis game in 2015 and she ended up having to withdraw before completing the second set due to dizziness. Continue reading

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Although bitcoin’s meteoric rise in price and prominence has some people wondering if it’s a bubble, the Chicago Mercantile Exchange and CBOE Futures Exchange agreed to start trading in the digital currency in December. Just a few months later, the first criminal lawsuit over bitcoin was filed against a Chicago trader.

At 24 years old, Joseph Kim, who was working as an Assistant Trader for a Chicago firm called Consolidated Trading, was accused of stealing $2 million from his employer from September to November of 2017 – right before bitcoin became eligible for trading in the local exchanges. In fact, it may have been the preparation for trading on the exchanges that alerted the firm to Kim’s alleged illegal activity.

According to the complaint, Kim allegedly funneled millions of dollars in the form of bitcoin and Litecoin from the firm’s funds into his possession. He allegedly used the digital currency to cover his personal trading losses, then lied about the funds to cover up his illegal activities. The firm’s management discovered Kim’s alleged misappropriation of their funds and charged him with fraud.

A short hearing was recently held regarding the allegations of stolen digital funds. Kim was charged with wire fraud, but he has not yet entered a plea. His bond was set at $100,000, and if he gets released on bond, he is not allowed to travel outside of northern Illinois, except to Arizona, where he owns a home. The bond deal also prohibits him from communicating with his former co-workers. Kim agreed to all terms of the bond deal and readily surrendered his passport. Continue reading

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When the millionaire owner of a thriving business dies without a will, leaving only a wife and a child from a previous marriage to sort out his possessions, chances are things are going to get ugly.

That’s exactly what they did in a recent case before the Illinois First District Appellate Court, which held that a law firm hired to represent the deceased’s widow and the estate also allegedly owed a duty to the estate itself and can be liable to the estate for alleged legal malpractice if the allegations in the malpractice lawsuit pan out.

The estate case was hotly contested and was ultimately settled. Alma and her counsel denied all of the claims and the court made no finding of wrongdoing.

The appellate decision outlines the disputed facts at issue as follows. Scott H. died intestate in 2005, leaving millions of dollars in assets including the then successful Chicago Minibus Travel, Inc., which became the chief source of dispute between his only heirs, his widow Alma and son, Kyle, from a previous marriage. Alma was appointed the Administrator of Scott’s estate and hired the defendant law firm to represent her.

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Family disputes can turn nasty, as can business disputes, but there are few things worse than business disputes between family members.

Recently, Robert F. Tigani Jr. and his brother, Chris Tigani, filed a lawsuit against their father, Robert F. Tigani Sr., for allegedly abusing his position as trustee to divert funds and assets away from his children for his own benefit.

Tigani Sr. is a chairman of N.K.S. Distributors, a franchise of Anheuser-Busch for Delaware that was founded in 1960. The lawsuit alleges he took advantage of his position as chairman, and as trustee of an irrevocable trust that was created by his parents (who founded the company) to ensure the company remained in the family.

According to the complaint, when the trust was created in 1986, Tigani Sr. owned 42% of N.K.S. shares and 58% were set aside to benefit Robert Jr., Chris, and their children, with Tigani Sr. appointed trustee. But the lawsuit alleges Tigani Sr. abused his position to issue himself extra shares of the company, giving him a controlling interest in the distribution company. He allegedly concealed the improper issuance of these funds from his sons, and when they suspected him of misconduct, he allegedly refused to show them company records of the transactions. Continue reading