Articles Posted in Best Business And Class Action Lawyers Near Chicago

When facing corporate oppression, selecting the right legal representation is crucial. Lubin Austermuehle stands out as a firm capable of effectively handling such complex legal matters. Here’s why you should consider them for your corporate oppression case:

1. Concentration in Corporate Law

Lubin Austermuehle possesses a deep understanding of corporate law, including the nuances of corporate oppression. Their experience in dealing with closely-held companies and understanding the dynamics of shareholder relationships positions them well to address the unique challenges of corporate oppression cases.

2. Commitment to Client Success

The firm’s commitment to delivering significant victories for their clients extends to their approach to corporate oppression matters. They focus on achieving outcomes that are not only legally sound but also aligned with the best interests of their clients.

3. Reputation for Integrity and Success

Lubin Austermuehle has established a reputation for honesty and success in the Chicagoland area. This is reflected in the recognition received by its lawyers, including Peter Lubin being named a “Super Lawyer” and Patrick Austermuehle as a “rising star” by prestigious rating services. Their accolades demonstrate their commitment to legal excellence.

4. Personalized Attention to Clients

One of the key strengths of Lubin Austermuehle is the personal attention they provide to each client. This is particularly important in corporate oppression cases, where understanding the specific context and nuances of each situation is crucial for effective representation. Continue reading ›

In closely held companies, particularly LLCs and corporations with a limited number of shareholders, the issue of compensation for owners and shareholders can be a legal minefield. A significant concern arises when majority owners, often also serving as executives, award themselves excessively high salaries or compensation. This practice, while appearing to be a clever business strategy, can veer into illegality, particularly if it’s done with the intent to minimize or avoid distributions to minority owners.

Understanding the Legal Framework

The legal principles governing such practices are rooted in the fiduciary duties that majority shareholders or LLC owners owe to minority stakeholders. These duties include the duty of loyalty, which mandates that decisions must be made in the best interests of the company and all shareholders, not just a select few.

When majority owners inflate their compensation unjustly, they may be breaching this duty. This is especially true if the inflated salaries negatively impact the company’s profitability or the ability to pay dividends or distributions to other shareholders.

Case Law and Legal Precedents

Various legal precedents highlight this issue. Courts have often scrutinized such practices under the lens of fairness and the fiduciary duties owed. For instance, in cases where the majority shareholders’ salaries are disproportionately high compared to the company’s overall financial health or industry standards, courts have found this to be a breach of fiduciary duty.

In cases such as Fleming v. Louvers International, Inc., courts have found that depriving a minority shareholder of his rightful pro rata distributions through excessive compensation can constitute a breach of fiduciary duty. Another case, Kovac v. Barron, identified a shareholder who committed constructive fraud by causing the corporation to pay him and his wife millions in excessive compensation, which was then concealed as “contract labor” on tax returns.

Certain regulations also provide guidance on this matter. For instance, compensation exceeding the costs that are deductible as compensation under the Internal Revenue Code are deemed unallowable for owners of closely held companies. The Small Business Administration (SBA) views the payment of excessive officers’ salaries as a type of withdrawal from a company, implying that the SBA may see such actions as an attempt to avoid excessive withdrawal limitations. Continue reading ›

In Illinois, the elements of tortious interference with prospective business relationships are as follows:

1) A reasonable expectation of the plaintiff entering into a valid business relationship.
2) The defendant’s knowledge of this expectancy.
3) The defendant’s intentional and unjustifiable interference, causing a breach or termination of the expectancy.
4) The plaintiff suffering damage as a result of the defendant’s interference.

Several notable cases have detailed and applied these principles. In Titan Intern., Inc. v. Becker, the plaintiffs claimed that the defendants interfered with their prospective business relations with various entities, causing economic harm. In Force Partners, LLC v. KSA Lighting & Controls, Inc., it was highlighted that commercial competitors can interfere with each other’s prospective business relationships as long as the intent is not solely motivated by malice or ill will. Doctor’s Data, Inc. v. Barrett clarified that a reasonable expectancy requires more than the mere hope of a business relationship – a plaintiff must identify a reasonable business expectancy with a specific third party. In Labor Ready, Inc. v. Williams Staffing, LLC, it was established that a company can state a claim against a competitor for tortious interference by alleging that the competitor purposely interfered with prospective business relations through various means, causing the company to lose future business. Lastly, in Giant Screen Sports LLC v. Sky High Entertainment, it was emphasized that a plaintiff must allege that the defendant’s interference prevented the expectancy from being fulfilled.

Additional case law includes Buckley v. Peak6 Investments, LP, which explained that even when an employer’s statement is deemed privileged from a tortious interference claim, the plaintiff can still prevail by showing that the defendant acted with malice. This can be achieved by showing that the defendant made unjustified statements, excessively published statements, or made statements in conflict with the interest which gave rise to the privilege. Furthermore, the terms “tortious interference with prospective economic advantage”, “business expectancy”, and “business relations” are used interchangeably under Illinois law, as noted in Allstate Insurance Company v. Ameriprise Financial Services, Inc. Finally, Butler v. Holstein Association, USA, Inc. clarified that a plaintiff must demonstrate that the defendant purposefully interfered, preventing the plaintiff’s legitimate expectancy from ripening into a valid business relationship. These cases collectively provide a comprehensive view of tortious interference with prospective business relations under Illinois law.

Continue reading ›

The statute of limitations that applies to a contract that is both oral and written is generally that of an oral contract. This is because if essential terms of the contract cannot be fully ascertained from the written contract itself and require oral evidence to be complete, it is treated as an oral contract for the purposes of the statute of limitations.

Illustratively, in Illinois, actions on written contracts are generally subject to a 10-year statute of limitations, while actions on oral contracts have a 5-year statute of limitations. Therefore, for a contract that is both oral and written, the 5-year statute of limitations would be applied.

Moreover, a contract is considered to be written if all the essential terms of the contract are in writing and can be determined from the document itself. If additional oral evidence is needed to make the contract complete, then the contract is treated as being oral under the statute of limitations. However, if parol evidence is not necessary to establish the existence of an essential term, but is used to interpret a term, the contract is deemed a written contract and the ten-year statute of limitations applies. Continue reading ›

Choosing the best attorneys for a corporate oppression matter in Illinois involves considering several factors. Look for a legal team with extensive experience in corporate law and specifically in handling shareholder disputes and oppression cases. They should have a strong track record of successfully advocating for minority shareholders’ rights. Also, consider firms that offer personalized attention to understand the unique aspects of your situation and provide tailored legal strategies. It’s important to choose attorneys who are adept in both negotiation and litigation, as resolving these disputes can require a flexible approach. Firms like Lubin Austermuehle, known for their experience in business litigation, including shareholder and LLC member disputes, is a good choice. Continue reading ›

Illinois has two rules that can be used to dismiss cases which allows for more flexibility in defending some actions then in federal court where there is only one means to seek dismissal of an action.

A Section 2-615 motion to dismiss and a Section 2-619 motion to dismiss under Illinois law are two distinct legal tools, each serving specific purposes.

A Section 2-615 motion to dismiss tests the legal sufficiency of a complaint by challenging whether the complaint states a claim upon which relief can be granted. This motion is concerned with defects appearing on the face of the complaint and does not rely on matters outside the complaint. It admits all well-pleaded facts and attacks the legal sufficiency of the complaint [5], [7], [12]. The court, in ruling on a 2-615 motion, considers only the allegations in the pleadings.

On the other hand, a Section 2-619 motion to dismiss acknowledges the legal sufficiency of the complaint but asserts that there are certain external defects or defenses that defeat the claims. It admits the legal sufficiency of the plaintiff’s claim but asserts ‘affirmative matter’ outside of the pleading that defeats the claim. This motion is sometimes referred to as a ‘Yes, but’ motion because it essentially says, ‘Yes, the complaint was legally sufficient, but an affirmative matter exists that defeats the claim’.

The two types of motions can be combined under Section 2-619.1, but it is important to maintain procedural distinctions between them. Each part of a combined motion should be limited to and specify that it is made under one of Sections 2-615, 2-619, or 2-1005, and should clearly show the points or grounds relied upon under the Section upon which it is based.

In dealing with these motions, the court interprets all pleadings and supporting documents in the light most favorable to the plaintiff. Furthermore, dismissals pursuant to sections 2-615, 2-619, and 2-619.1 are reviewed de novo. Continue reading ›

Choosing Lubin Austermuehle for business litigation offers several compelling advantages. Firstly, the firm is known for its commitment to achieving significant victories and effecting change for clients and the community. This dedication is reflected in the firm’s ability to deliver high-quality services with a level of personal attention that is sometimes lacking in larger law practices​​.

Lubin Austermuehle’s team is adept at handling a wide range of business litigation matters. This includes shareholder, owner, LLC member, and partnership disputes, trade secret theft, copyright and trademark infringement, business fraud, non-compete agreements, and restrictive covenants​​​​. Their experience also extends to dealing with emergency (preliminary) injunctive relief in business disputes, class actions, consumer fraud, employment litigation, and real estate litigation​​.

The firm’s reputation for integrity and success is well-recognized in the Chicagoland area and among peers. Notably, Peter Lubin has been distinguished as a “Super Lawyer,” and Patrick Austermuehle has been named a “rising star” by a prestigious rating service. These accolades reflect their commitment to legal excellence and professionalism​​.

Diversity of citizenship cannot be asserted merely on information and belief when it comes to the members of a Limited Liability Company (LLC). For diversity jurisdiction purposes, the citizenship of an LLC is determined by the citizenship of each of its members. A simple declaration of diversity of citizenship is not enough. The court needs to understand the identity and citizenship of each member. In case any member is an unincorporated association, such as an LLC or partnership, the citizenship must be traced through all layers of ownership to ensure no member shares a common citizenship with the opposing party.

Merely claiming that all members are citizens of a certain state or that no members are citizens of a certain state is insufficient. It is also not enough to claim that an LLC was organized under a specific state’s laws, maintains its principal place of business in a certain state, or that an LLC has a parent corporation. The citizenship of an LLC must be proven by underlying facts, not merely alleged on information and belief. If the members of an LLC have members, the citizenship of all those members must also be set forth. Continue reading ›

In 2023, there were several significant developments in Illinois civil case law.

The case of “PPP-SCH Inc. v. SVAP Hoffman Plaza, L.P.” clarified that a voluntary dismissal disposing of all remaining claims in a case makes appealable those orders preceding the voluntary dismissal that were “final in nature”. However, this ruling was later modified and superseded on denial of rehearing by the same case.

In “Disability Services of Illinois v. Department of Human Services”, the court allowed the transfer and consolidation of a civil rights case and an administrative review case for the sake of convenience and efficiency due to the similarity of legal and factual issues in both cases.

“Wilson v. Estate of Burge” highlighted that claims under Illinois law for intentional infliction of emotional distress and civil conspiracy were subject to a one-year statute of limitations under the Illinois Local Governmental and Governmental Employees Tort Immunity Act. Furthermore, the court found that a suspect who was wrongfully convicted based on a confession procured by torture, sufficiently pleaded that an assistant state’s attorney engaged in extreme and outrageous conduct, as required to state a claim for intentional infliction of emotional distress.

The “City of Chicago v. SBR Revocable Living Trust” case was notable for the dismissal of an appeal as moot due to a subsequent order.

Additionally, the court’s interpretation of jurisdiction in “In re K.F.” gave clarity on appeals from final judgments in civil cases and cases arising under the Juvenile Court Act. In “Hernandez v. Illinois Institute of Technology”, the court provided guidance on how to apply Illinois law to unprecedented circumstances like the disruption of traditional university operations caused by the COVID-19 pandemic.

Finally, “Doe v. Burke Wise Morrissey & Kaveny, LLC” resulted in the reversal of an appellate court judgment and affirmation of a circuit court judgment, demonstrating the Supreme Court’s role in shaping Illinois civil case law. Continue reading ›

Buying a used car, truck, or SUV should be an exciting experience, but all too often, consumers find themselves facing fraud and deceptive practices by unscrupulous auto dealers. When you’re caught in the web of auto dealer fraud, it’s crucial to have a skilled and experienced Illinois Consumer Rights Lawyer by your side. Why? Because these cases involve complex machines, intricate laws with numerous pitfalls, and a deep understanding of the Illinois Consumer Fraud and Deceptive Business Practices Act. At our Auto Dealer Fraud Firm, we possess the experience and knowledge you need, having successfully handled hundreds of auto fraud cases and even taken many Consumer Fraud Cases to federal and state appellate courts in Illinois and across the nation.

The Complexity of Auto Dealer Fraud Cases

Used vehicles are intricate machines with countless components and systems, making it challenging for the average consumer to detect hidden issues or fraudulent practices. This complexity is compounded by the fact that auto dealer fraud cases often involve a web of deceptive tactics, such as odometer rollbacks, undisclosed accidents, or hidden defects.

The Legal Pitfalls

Navigating auto dealer fraud cases requires a deep understanding of the legal landscape, including state and federal consumer protection laws. In Illinois, the Illinois Consumer Fraud and Deceptive Business Practices Act (ICFA) plays a central role in protecting consumers from unfair and deceptive practices. However, pursuing a claim under ICFA can be legally complex and rife with pitfalls.

Here are some of the legal challenges you may encounter:

  1. Proving Intent is Not Necessary for Misrepresentations: Intent is not needed for fraud claims under the ICFA involving misrepresentations and dealers are strictly liable for material misstatements even if they were for instance unaware of accident or flood damages.  However intent needs to be proven for material commissions and we have expert witnesses and other methods for establishing such intent including obtaining car auction records
  2. Establishing Material Misrepresentation: It’s not enough to show that a misrepresentation occurred; it must also be proven that the misrepresentation was material, meaning it had a significant impact on your decision to purchase the vehicle.
  3. Navigating Arbitration Clauses: Many dealer contracts include arbitration clauses, which can complicate the legal process. An experienced attorney can help you navigate these clauses to protect your rights.
  4. Statute of Limitations: There are strict deadlines for filing auto dealer fraud claims, and missing these deadlines can result in the loss of your right to pursue a case.

Why Our Auto Dealer Fraud Firm is the Right Choice

When facing auto dealer fraud, you need a legal team that not only understands the complexities of the vehicles but also has a proven track record in handling these cases. At our Auto Dealer Fraud Firm, we have the experience you can trust. Here’s why you should choose us:

  1. Extensive Experience: We have successfully handled hundreds of auto fraud cases, gaining invaluable insights and expertise along the way.
  2. Appellate Experience: We’ve taken Consumer Fraud Cases to federal and state appellate courts in Illinois and throughout the country, showcasing our dedication to achieving justice for our clients.
  3. In-Depth ICFA Knowledge: We are well-versed in the Illinois Consumer Fraud and Deceptive Business Practices Act, ensuring that your case is handled with precision and expertise.
  4. Proven Results: Our track record of securing favorable outcomes for clients speaks for itself.

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