|

Business owners and consumers alike know that contracts are an everyday part of life. Equally common though are modifications or amendments to those contracts. Some modifications are memorialized in writing. Many more, however, are made orally and even worse some are implied through a party’s conduct. As we have discussed previously, Illinois law permits the parties to a contract to orally modify their contracts, even if the contract provides that all amendments must be in writing. However, certain contracts are subject to specific statutory provisions that prohibit oral modifications.

One such statutory prohibition against oral modifications is Section 2-209 of the Illinois Commercial Code, 810 ILCS 5/2-209(2). Section 2-209 of the Illinois UCC governs modification, rescission, and waiver of contracts for the sale of goods. Specifically, Section 2-209(2) bars oral modifications but only when the prior written contract includes a provision that “excludes modification or rescission except by a signed writing.” Business owners must be aware though that Section 2-209 does not apply to all contracts. It is limited to transactions in goods and may be extended only to contracts that are predominantly for the sale of goods. Business owners must be aware of the requirements for Section 2-209 to apply.  Continue reading ›

|

When two people purchased an RV that was later found to have a defect that substantially impaired its value, the purchasers were not required to give the seller of the RV time to cure the defect before being able to revoke their acceptance and receive a refund of their purchase price. The Illinois Supreme Court held that Illinois’ statute only required allowing the seller time to cure a defect if the purchaser had accepted a commercial unit with knowledge of a defect and an agreement with the seller which contemplated the seller repairing the defect.

In April 2014, Kimberly Accettura and Adam Wozniak purchased a new 2014 Palomino RV from Vacationland, Inc. for $26,000.25. They took possession of the RV a week later. That June, they discovered water leaking into the RV from the emergency exit window. The plaintiffs then brought the RV back to Vacationland for repair, which Vacationland performed without charge.

In July 2014, the plaintiffs took the RV to Michigan. During a rainstorm, the RV continued to leak extensively into the dinette area, damaging the walls and causing electrical failure. The plaintiffs towed the RV back to Vacationland for repair later that month. Vacationland was unable to repair the defect itself, so one of its employees told the plaintiffs that it would have to send the RV to the manufacturer for repair. Neither Vacationland’s employees or the manufacturer could give the plaintiffs an estimate for how long a repair would take. On Aug. 2, before the manufacturer picked up the RV, the plaintiffs called Vacationland and verbally revoked acceptance of the RV. Despite this, the manufacturer still picked up and repaired the RV. When the RV was returned to Vacationland at the end of September, Vacationland called the plaintiffs and told them that the RV was ready for pick up. At this point, the plaintiffs’ attorney sent a letter to Vacationland confirming the earlier revocation of acceptance of the RV. Continue reading ›

|

To combat the increasing restrictions in non-compete agreements, legislators throughout the United States have been passing laws to limit what restrictions employers can put in their non-compete agreements with their workers, or even whether they can use non-compete agreements at all. California has refused to recognize any non-compete agreements, and other states have followed suit. A federal law limiting or banning non-compete agreements does not exist, though bills on the issue have been proposed.

The latest tactic used by employers to get around the restrictions placed on non-compete agreements has been something called “garden leave”. Garden leave is when an employee gives notice of the termination of their employment with that business and spends some or all of their notice period away from the office, but remains on the company’s payroll. Continue reading ›

|

After two companies got into a dispute about the timeframe for payment of invoices, the 7th Circuit Court of Appeals found that the district court had erred in not considering the parties’ course of dealings to determine what a fair time to pay would have been.

In 1999, Valley Drive Systems, Inc. began manufacturing parts for Arctic Cat, Inc. In 2002, Driveline assumed control of Valley Drive Systems, Inc.’s assets. In June of that year, Driveline and Arctic Cat entered into a contract where Driveline would provide specifically-manufactured hubs, axels/half-shafts, outer and inner tie rods, shift shafts, and steering stops. The contract made Driveline a “just-in-time supplier” for Arctic Cat. Driveline provided its goods and filled orders daily with regular deliveries to Arctic Cat. Continue reading ›

|

Online review sites such as Yelp have been the bane of companies’ existence ever since they first started popping up on the internet. While businesses work hard to provide each of their customers with the best experience possible, one can never please everyone, and the displeased will inevitably turn to the internet to vent their frustration for all potential clients to see. As problematic as that is for any business (especially small businesses), is suing customers who leave a bad review really the answer?

Lisa Agostino, of Macomb County, Michigan, is being sued by North Wind Heating and Cooling for leaving a bad review of the company on Yelp.

In her review, Agostino said she was overcharged for the air conditioner capacitator the company installed for her. Continue reading ›

|

After two companies got into dispute over fallout from jointly hosted party during Indianapolis 500, the appellate court affirmed the district court’s view that the plaintiff had no non-speculative evidence of damages, and that the plaintiff had committed a breach of contract by not promoting the event across the social media channels that it agreed to use.

The Indianapolis Motor Speedway, LLC sponsors the annual Indianapolis 500 race and associated race-weekend events, which include musical acts and other festivities. In 2015, Karma International became a licensee of Maxim, a men’s magazine. Karma has hosted Maxim-branded entertainment at large sporting events, including a party prior to the 2016 Super Bowl in San Francisco.

In early 2016 Karma began negotiations with the Speedway to host a Maxim-branded event at that year’s 100th-running of the race. The parties eventually agreed on terms in a March 2016 agreement. The agreement required each party to cross-promote the event across their social media channels. The Speedway complied with its obligations under the agreement, but Karma never ran the banner ad it promised to show on Maxim.com. It also did not use Maxim’s social-media channels to promote race-weekend events. Continue reading ›

|

In a series of partial summary judgment opinions, the Delaware Chancery Court threw out all non-competition and non-solicitation claims against Alphatec Holdings, Inc., a medical device company, and its chairman and Chief Executive Officer Patrick Miles in a lawsuit filed by Miles’s former employer, NuVasive, Inc. The suit claimed that Miles violated the non-compete and non-solicitation provisions of his employment agreement when he left to work for rival Alphatec in October 2017.

Miles had worked at NuVasive since 2001 and entered an employment contract in September 2016 which included post-employment restrictions against working for a competitor or soliciting NuVasive employees or customers. In October 2017, Miles resigned from NuVasive and accepted a position as the chairman of Alphatec the following day. NuVasive filed suit a week later, claiming that Miles’s departure was part of a year-long scheme that included discouraging NuVasive from acquiring the smaller Alphatec. Continue reading ›

|

Some of the top publishing companies recently filed a copyright infringement suit against Audible, an Amazon subsidiary, seeking to enjoin to the audiobook company’s rollout of a new feature called “Audible Captions” which shows the text on-screen as a book is narrated. The plaintiffs in the lawsuit are seven members of the Association of American Publishers (AAP), including the “Big Five” of publishing: Penguin Random House, Hachette Book Group, Simon & Schuster, HarperCollins Publishers, and Macmillan Publishers.

Audible announced the new caption feature back in July and set an official rollout date close to the time when students would be returning to classes in the fall.  In advance of filing the lawsuit, many of the plaintiffs sent Audible cease-and-desist letters or released public statements calling the feature “an unauthorized and brazen infringements of the rights of authors and publishers.”

In the simplest terms, Audible Captions displays the text of an audiobook to listeners in real-time while the book is being read to them. Audible generates the text in real-time using Audible’s transcription technology. According to the complaint, “Audible Captions takes Publishers’ proprietary audiobooks, converts the narration into unauthorized text, and distributes the entire text of these ‘new’ digital books to Audible’s customers.” This conversion of audio to text, the plaintiffs allege, constitutes the creation of unauthorized derivative works in violation of the Copyright Act. Continue reading ›

|

In what is expected to shake up the entire “gig” industry in California, Governor Gavin Newson recently signed into law a bill that rewrote the rules of employment law as it relates to using independent contractors in California. The new law, known as Assembly Bill (AB) 5, is expected to grant hundreds of thousands of workers new job benefits and pay guarantees across numerous industries including ride-hailing companies, trucking, janitorial services, nail salons, adult entertainment, construction, media, and healthcare.

Assembly Bill 5, which curbs businesses’ use of “independent contractors,” gained final approval in the state Senate and state Assembly, largely along partisan lines. Independent contractors, some of whom work for multibillion-dollar technology companies, are generally not covered by minimum wage, overtime, sick leave, family leave, or workers’ compensation laws. Nor do businesses pay into Social Security or Medicare for the independent contractors they retain. Continue reading ›

Contact Information
Chicago Office
19 S LaSalle St #702
Chicago, IL 60603
Phone: 630-333-0333
Mailing Address
17W220 22nd St #410
Oakbrook Terrace, IL 60181
Phone: 630-333-0333 Please direct all mail correspondence to our Oakbrook Terrace address office.
Highland Park Office
189 Whistler Rd
Highland Park, IL 60035
Phone: 630-710-4990
We accept the following credit cards
Credit Cards Accepted
We accept payment via Venmo at: @L-A-LAW
Phone: 603-333-0333
Visit our site: chicagobusinesslawfirm.com

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

Please do not include any confidential or sensitive information in a contact form, text message, or voicemail. The contact form sends information by non-encrypted email, which is not secure. Submitting a contact form, sending a text message, making a phone call, or leaving a voicemail does not create an attorney-client relationship.

Copyright © 2025, DiTommaso Lubin, PC
JUSTIA Law Firm Blog Design