|

Illinois is the busiest forum in the country for consumer class
actions, and the theories change faster than most businesses can track.
A company that believed its exposure was under control discovers a new
statute, a new wave of filings, and a new set of plaintiffs’ lawyers at
the door. The encouraging news for defendants is that the last two years
have also produced real defense victories, and a business that
understands the current landscape can meet these cases from a position
of strength.

Our firm defends businesses against consumer class actions of every
kind, from biometric and genetic privacy claims to website tracking,
telemarketing, consumer fraud, and data breach suits. This post walks
through the developments shaping Illinois class action defense in 2026
and what a business should do when the complaint arrives.

Continue reading ›

|

Sued for Tortious Interference After Hiring a Competitor’s
People? In Illinois, the Defense Starts With Your Right to
Compete

You hired three good salespeople away from a competitor, or you won
an account the competitor thought was his, and the letter came within
the week. It accuses your company of tortious interference. It says you
raided his workforce, poached his customer, and cost him business he was
entitled to keep, and it demands that you unwind the hires, walk away
from the account, and pay for the privilege. The letter treats healthy
competition as though it were a tort, which is exactly the confusion
Illinois law refuses to indulge.

Competition and interference look alike to the party that just lost,
but the law draws a sharp line between them. In Illinois a business is
privileged to compete, to pursue customers, and to hire the people who
want to come work for it, and the tort of interference is reserved for
the narrow case where a competitor crosses into wrongful conduct. The
company that competed hard and cleanly usually holds the stronger
position, and the defense begins not with an apology but with the right
to compete in the first place.

Understand what the plaintiff has to prove, because the elements are
demanding. Interference with contract, as the Supreme Court set out in
HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc., requires a
valid and enforceable contract, the defendant’s awareness of it, the
defendant’s intentional and unjustified inducement of a breach, an
actual breach caused by the defendant’s conduct, and damages.
Interference with a prospective business relationship, under Fellhauer
v. City of Geneva, requires a reasonable expectancy of a valid
relationship, the defendant’s knowledge of the expectancy, purposeful
interference that defeats it, and resulting damage. The words
unjustified and purposeful are where most of these claims come
apart.

The first defense is that there was nothing the law protects. A mere
hope of continued business is not an enforceable contract, and an
expectancy that was never legally protectable will not support the tort,
as the Supreme Court recognized in Anderson v. Vanden Dorpel. When the
competitor’s employees were at will, free to leave whenever they chose,
and when the customer had no binding commitment, what the plaintiff
calls a stolen contract is usually an open field that anyone was
entitled to enter. If the plaintiff had no enforceable non-compete and
no binding customer agreement, the case is already built on sand.

The heart of the defense is the competitor’s privilege. Illinois
follows the rule that one who diverts business from a competitor does
not interfere improperly when the matter concerns competition, so long
as the actor does not employ wrongful means, does not create an unlawful
restraint of trade, and acts at least in part to advance his own
competitive position. The Appellate Court applied that privilege in
Soderlund Brothers, Inc. v. Carrier Corp., recognizing the right to draw
business away from competitors generally and from a particular
competitor as well, provided the purpose is to further one’s own
business rather than mere spite or ill will. Judge Posner put it more
bluntly for the Seventh Circuit in Speakers of Sport, Inc. v. ProServ,
Inc., where, applying Illinois law, he wrote that competition is not a
tort. A company is allowed to win.

The privilege has particular force where the relationship was
terminable at will. As Speakers of Sport explains, persuading a customer
or an employee to end an at-will relationship is analyzed as
interference with a prospective advantage, not with a binding contract,
and the law permits a competitor to induce the lawful termination of an
arrangement that either side was free to end at any time. Hiring an
at-will employee who chose to come, or winning a customer who was free
to switch, is the ordinary work of competition, and the law protects
it.

The privilege has a boundary, and knowing exactly where it lies is
the difference between a defense and a liability. What forfeits the
privilege is the use of wrongful means. The competitor who lied,
threatened, bribed, defamed a rival, or misused another company’s trade
secrets or confidential customer lists has stepped outside the
protection, because the law draws its line at independently wrongful
conduct, not at effective competition. This is why these cases so often
turn on how the hiring was done. An employee who arrived with his own
book of contacts is competition. An employee who walked out with the
former employer’s confidential files is a problem, and the defense is
strongest when the company can show it welcomed the former and refused
the latter.

There is a structural defense that defeats a category of these claims
outright. A party cannot tortiously interfere with its own contract. As
the Appellate Court held in Douglas Theater Corp. v. Chicago Title &
Trust Co., the defendant must be a third party, a stranger to the
relationship, and a company cannot be liable for interfering with its
own agreements, including the relationships with its own employees.
Where the plaintiff has named a defendant who was in fact a party to the
very relationship at issue, or the agent of a party, the claim fails at
the threshold.

The individuals a plaintiff names alongside the company have a
privilege of their own. Corporate officers, directors, and managers who
act within their authority and in the company’s interest are
conditionally privileged, and they are not liable for interference
unless they acted with actual malice or purely for their own benefit
against the company’s interest. The Seventh Circuit recognized that
protection in Stafford v. Puro and again in Nation v. American Capital,
Ltd., and the Supreme Court’s decision in HPI is to the same effect. The
manager who did his job by recruiting talent for his employer is not
personally on the hook for having done it well.

One more point of law shifts the weight of the case, and it is easy
to overlook. Once the defendant’s conduct appears to be privileged,
whether as competition or as the act of a corporate officer, the burden
falls on the plaintiff to plead and prove that the conduct was
unjustified or malicious, and to do it with specific facts rather than
conclusions. HPI places that burden squarely on the plaintiff. A
complaint that asserts, in the abstract, that the defendant acted
maliciously, without facts that would show it, has not met the standard
the tort demands.

Three things put a company in the strongest posture. First, preserve
the hiring record, the offer letters, the onboarding materials, and any
instruction given to new employees, because a clean paper trail showing
lawful recruitment and a written warning not to bring a former
employer’s confidential information is the best answer to a raiding
claim. Second, determine at once whether the rival’s contracts were at
will and whether any non-compete was even enforceable, because the
answer often decides whether there was a protectable interest at all.
Third, answer the claim with the privilege at the front, not as an
afterthought, because framing the company’s conduct as lawful
competition from the first filing shapes how the court sees everything
that follows.

A tortious interference claim is often a competitor’s way of
litigating a loss he could not prevent in the market. Some interference
is real, and a company that lies, steals, or induces the breach of a
binding contract will answer for it. But hiring the willing, winning the
customer, and competing hard are not wrongs in Illinois. They are the
privilege the law extends to everyone in the market, and the company
that competed cleanly should not have to pay for having competed
well.

Continue reading ›

|

You found a better job, or you were let go, and now a letter from
your old employer’s lawyer waves the non-compete you signed years ago
and tells you that you cannot take the new position. It feels like a
trap. You signed the paper because you needed the job, no one let you
negotiate it, and now it threatens the paycheck your family depends on.
Here is what the letter does not tell you. Illinois has rewritten the
rules in favor of employees, and many of the non-competes that employers
still mail out are not enforceable at all.

This is a plain guide for an Illinois worker who has been handed a
non-compete or a cease-and-desist letter. The law gives you more
protection than the letter suggests, and knowing where the lines fall is
what turns a scary demand into a manageable one.

Continue reading ›

|

Thirty days. That is the window a defendant has to decide where an Illinois class action will be litigated, and the decision is frequently made by default, in the middle of a document collection, by a company that has not yet read the complaint closely enough to know what it is holding. The forum question looks procedural. It is not. It determines which standing doctrine applies, whether a certification ruling can be appealed before trial, which precedents bind the judge, and in the privacy and statutory damages cases that dominate Illinois class litigation, it often determines whether the case survives at all.

The instinct to remove is usually right, and the analysis that supports it is more forgiving than defendants expect. Under the Class Action Fairness Act, 28 U.S.C. section 1332(d), a federal court has jurisdiction over a class action where any class member is a citizen of a state different from any defendant, the proposed class has at least one hundred members, and the aggregated claims exceed five million dollars. In Dart Cherokee Basin Operating Co. v. Owens, the Supreme Court held that a notice of removal need include only a plausible allegation that the amount in controversy is met, with evidence required later and only if the plaintiff contests it or the court questions it, and the Court noted that no antiremoval presumption applies to cases invoking CAFA. In Standard Fire Insurance Co. v. Knowles, a unanimous Court held that a named plaintiff cannot defeat CAFA jurisdiction by stipulating before certification that the class will not seek more than five million dollars, because he cannot bind absent class members before they are a class.

Continue reading ›

|

The Business Was Not What They Promised: A Buyer’s Fraud Remedies and a Seller’s Defenses in an Illinois Sale

You closed on the acquisition in the spring, and by summer the
business you bought had stopped resembling the one you were sold. The
marquee customer, the one whose contract anchored the projections, had
given notice weeks before the closing, and the seller knew it. The
receivables that looked current were stale. The inventory was thinner
than the schedule. A tax exposure the seller called routine turned out
to be a six-figure problem already brewing. You sent a wire for a number
built on a story, and the story was not true. Now you want your money
back, and the seller points to the contract you signed and tells you
that a deal is a deal.

A signed purchase agreement is a powerful document, but it is not a
license for the seller to have lied. Illinois law gives a defrauded
buyer real remedies, and it gives an honest seller real defenses, and
which one prevails usually turns on two things, what was actually said
and written before the closing, and how carefully the agreement was
drafted. The buyer who understands the difference between a broken
promise and a provable fraud, and the seller who understands which
clauses actually protect him, are the ones who come out of these
disputes ahead.

Start with what fraud requires in Illinois. As the Supreme Court set
out in Connick v. Suzuki Motor Co., a claim for fraudulent
misrepresentation has five elements, a false statement of material fact,
the defendant’s knowledge or belief that the statement was false, an
intent to induce the other party to act, justifiable reliance on the
statement, and damage resulting from that reliance. Each element is a
battleground. A statement of fact is not the same as sales optimism,
reliance must be justifiable and not merely asserted, and the buyer must
connect the lie to a loss he can actually prove.

Fraud is not only what the seller says. It can be what the seller
hides. Connick also recognizes that concealing a material fact is
actionable when the seller was under a duty to disclose it, a duty that
arises where the parties stand in a relationship of trust and
confidence. Silence is not the only way to deceive. The seller who
volunteers that litigation is minor while sitting on a demand letter
that threatens the business has not stayed silent. He has spoken, and he
has spoken falsely.

There is a limit the buyer must respect, because it disposes of weak
fraud claims. Illinois generally does not allow a fraud claim built on a
broken promise about the future. A representation of what will happen,
as opposed to what is or was true, is ordinarily the domain of contract,
not fraud. The exception, drawn from Steinberg v. Chicago Medical School
and HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc., is that
a false promise is actionable when it was the very scheme used to
accomplish the fraud. A buyer who dresses a garden-variety failure to
perform in the language of fraud will lose. A buyer who can show the
promise was a deliberate device to close the deal will not.

The seller’s next move is often the economic loss rule. Under Moorman
Manufacturing Co. v. National Tank Co., a party cannot use tort law to
recover purely economic losses that belong to the law of contract and
warranty. But Moorman has never shielded fraud. As the Supreme Court
confirmed in First Midwest Bank, N.A. v. Stewart Title Guaranty Co., an
intentional false representation is an exception to the rule, and a
buyer who was defrauded may pursue the tort even though the parties had
a contract. The economic loss rule bars the disappointed buyer. It does
not bar the deceived one.

Here is where sellers win or lose, and it is a matter of drafting. A
general merger or integration clause, the boilerplate reciting that the
written agreement is the entire agreement, does not bar a fraud claim,
because as the court explained in W.W. Vincent & Co. v. First Colony
Life Insurance Co., the rule that keeps prior statements out of a
contract dispute has no application to a claim sounding in fraud. What
does defeat a fraud claim is a specific non-reliance clause, a provision
in which the buyer represents that he did not rely on any statement
outside the four corners of the agreement. The Seventh Circuit, applying
Illinois law in Vigortone AG Products, Inc. v. PM AG Products, Inc.,
explained that such a clause negates the element of reliance and, if
enforced, precludes the suit. The difference between a plain merger
clause and a true non-reliance clause is the difference between a seller
who is exposed and a seller who is protected.

Reliance has a second dimension that favors a careful seller.
Illinois measures whether reliance was justifiable against the buyer’s
own ability to learn the truth. As the Supreme Court explained in Gerill
Corp. v. Jack L. Hargrove Builders, Inc., a party cannot close his eyes
to facts within his reach and later call his ignorance reliance. A
sophisticated buyer who was handed the data room, the contracts, and the
books, and who had every chance to investigate, may be unable to show
that his reliance on a casual assurance was justified. This is why the
scope of due diligence, and what the seller did or did not make
available, so often decides the case.

The buyer has an answer to the seller who over-reads his own
contract. An “as is” clause or a disclaimer of warranties does not
license fraud. As the court held in Bauer v. Giannis, a buyer remains
entitled to rely on the seller’s affirmative representations despite an
“as is” provision, and such a clause is not a defense to a claim that
the seller lied. The contract can allocate the risk of the unknown. It
cannot absolve the seller of the risk of his own deceit.

When fraud is established, the buyer has a choice of remedies. He may
affirm the deal and sue for damages, measured in Illinois under Gerill
as the benefit of his bargain, the difference between what the business
was worth as represented and what it was actually worth. Or he may seek
rescission, asking the court to unwind the sale and restore both sides
to where they began. He cannot keep the business and also undo the
purchase, so the election matters, and it should be made with counsel
and with the numbers in view. Well-drafted purchase agreements also
carve fraud out of the indemnification caps and exclusive-remedy clauses
that otherwise limit a buyer’s recovery, which is why a fraud claim so
often survives the very provisions the seller believed had closed the
book.

Time is its own defense, and its own trap. A common-law fraud claim
in Illinois is governed by the five-year period of section 13-205 of the
Code of Civil Procedure, 735 ILCS 5/13-205, while a claim on the written
contract itself carries ten years under section 13-206. Fraud, by its
nature, is often discovered late, and Illinois law accounts for that.
The discovery rule, and the fraudulent-concealment provision at section
13-215, can hold the clock until the buyer knew or reasonably should
have known that he had been wronged, as the Supreme Court described the
principle in Knox College v. Celotex Corp. A seller who buried the
problem cannot always count on the calendar to rescue him.

A few steps protect a buyer in the first weeks after the truth
surfaces. First, preserve everything from the deal, the data room, the
drafts, the emails, and above all the specific representations and the
disclosure schedules, because the case will be decided on what was said
and written, not on what anyone remembers. Second, separate the written
warranties from the oral assurances, because the two are governed by
different rules and the paper is where the leverage lives. Third, do not
elect between rescission and damages, and do not accept a quiet fix from
the seller, before counsel has valued both paths, because the first move
can foreclose the better one. For a seller, the lesson runs the other
way. The defense was won or lost at the drafting table, in the
disclosure schedules and the non-reliance language, long before anyone
thought about a lawsuit.

The sale of a business is the transfer of a story about what the
business is, and Illinois law holds the seller to the truth of that
story. A buyer who was merely disappointed has a contract claim at most.
A buyer who was deceived has more, and the boilerplate will not always
save the seller who earned the suit. The parties who prevail are the
ones who know, before the dispute begins, which words on the page
actually carry the weight.

Continue reading ›

|

The complaint arrives about six months after the sale, and it is never really about the car. It is about the fee petition. A customer who bought a nine-year-old vehicle with ninety thousand miles on it, signed a buyer’s order marked as is, and drove it for five months now says the dealership committed consumer fraud. The pleading recites a repair the buyer paid for, attaches nothing, and demands actual damages, punitive damages, and attorney’s fees under the Illinois Consumer Fraud and Deceptive Business Practices Act. Plaintiff’s counsel knows that the fees are the leverage and that the cost of defending a four-thousand-dollar dispute is what usually produces a settlement.

What the complaint rarely contains is the thing the statute actually requires, which is a deception that reached this buyer and caused this loss. The Consumer Fraud Act is a powerful remedial statute, and dealers that shade disclosures or bury charges deserve what it does to them. But the Act is not a warranty statute, it is not a substitute for a breach of contract claim, and it does not make a dealership the insurer of a used car. A defense built on those distinctions, early, resolves a large share of these cases before the fees that drive them have a chance to accumulate.

Continue reading ›

|

You wrote an honest review, warned a neighbor about a contractor, or
posted your side of a dispute, and now a demand letter or a summons says
you defamed someone. The lawsuit is frightening, and it is often meant
to be. The person suing may want to silence you as much as to win.
Before you panic, delete the post, or apologize your way into an
admission, understand two things. Illinois gives a defamation defendant
strong defenses, and in many cases an insurance policy you already pay
for will hire the lawyer who raises them.

This is a plain guide to the defenses that protect someone sued over
a review, a social media post, or a complaint, and to the coverage most
people never think to check.

Continue reading ›

|

A judgment is a piece of paper that says you were right. It is not money. Illinois will not collect it for you, the clerk will not call the defendant, and nothing about the entry of judgment stops a debtor from doing what many of them started doing the week they were served. The building goes into a spouse’s name. The operating account empties into a new company with a similar name, the same phone number, and the same customers. The equipment sells at a price nobody negotiated to an entity a brother-in-law formed in March. The creditor who spent two years winning finds a defendant who owns a leased car and a phone.

That is the ordinary shape of a collection problem, and it is more solvable than it looks. Illinois gives a judgment creditor the power to compel testimony and documents from the debtor and from anyone holding his property, to freeze that property while the inquiry runs, and to take it. The Uniform Fraudulent Transfer Act gives the creditor a way to undo the transfers that emptied the estate in the first place. Neither tool runs by itself, and both reward the creditor who moves early, because the money is usually still traceable in the first ninety days and frequently is not traceable a year later.

Continue reading ›

|

A former employee, a competitor, or an anonymous account posts
something false about your company, and it spreads before you even see
it. A one-star review claims you cheated a customer you never had. A
rival tells your biggest client that you are about to go under. A
message board names you and calls you a fraud. The statement is not
merely insulting. It costs you the client, the deal, and the reputation
you spent years earning, and the person spreading it is hiding behind a
screen.

Illinois law gives a defamed business or professional real remedies,
and the window to use them is short. You can demand a retraction, force
an anonymous poster into the open, and sue for the harm, and in the
strongest cases the law presumes your damages without making you itemize
every lost dollar. The sooner you act, the more of your reputation you
can protect.

Continue reading ›

|

You and your partner built the company as equals. Fifty-fifty feltfair at the start. It does not feel fair now. One of you wants to cash out and the other wants to keep building. Or you cannot agree on payroll, on a distribution, on whether to take the loan, and every vote splits two to two. Checks wait for a second signature that never comes. Employees ask who is in charge, and you no longer have a clean answer.

A 50/50 company that stops agreeing can freeze in place. The deadlock feels permanent because neither owner can outvote the other, and the operating agreement you signed years ago never planned for the day the trust ran out. Here is what the paralysis hides. Illinois does not leave feuding owners stuck. The Business Corporation Act, the Limited Liability Company Act, and the partnership statute each hand a judge real power to break the logjam, remove an owner who is abusing the company, and set a fair price on the way out. The owner who understands
those tools negotiates from strength. The owner who does not usually takes the first number the other side offers.

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
Direct Line: 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

Prior results do not guarantee a similar outcome. Every case is different and results depend on the facts of the individual matter.

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 © 2026, DiTommaso Lubin, P.C.
JUSTIA Law Firm Blog Design