Summary: Law firms and professional companies are businesses too. When lawyer‑owners divert funds, freeze out a co‑owner, or weaponize firm control, a derivative suit or oppression claim can be the right tool—if you respect both corporate law and the professional‑ethics overlay. Typical patterns we see: Unilateral transfers disguised as “distributions”…
The elements required to establish a joint venture are broadly consistent across the search results. They include: 1. An express or implied agreement to carry on an enterprise (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)), (Yokel v. Hite, 348 Ill.App.3d 703 (2004)). 2. A manifestation of intent by the parties…
In Illinois, there are several circumstances under which a partner can sue another partner (Battles v. LaSalle Nat. Bank, 240 Ill.App.3d 550 (1992)), (In re Ascher, 141 B.R. 652 (1992), (Hux v. Woodcock, 130 Ill.App.3d 721 (1985)): 1. A partner can sue another for a breach of fiduciary duty, such as if a…
Extensive Experience in Partnership, LLC Member, and Shareholder Disputes At DiTommaso Lubin, we understand the complexities of business disputes in closely held companies. Whether you are facing a partnership disagreement, LLC member conflict, or shareholder dispute, our experienced attorneys are here to provide you with the guidance and representation you…
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)…
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…
In Illinois, tortious interference with contract and tortious interference with prospective business relations are two distinct torts with different pleading requirements. To establish a case for tortious interference with contract, the plaintiff must show the following [7]: 1) Existence of a valid and enforceable contract between the plaintiff and another…
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…
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…
Recent Illinois law regarding the defense of officers and directors of corporations and LLCs encompasses several key factors: 1. Fiduciary Duties: Officers and directors of corporations and LLCs are fiduciaries, holding duties of good faith, loyalty, and honesty to the corporation. They are not permitted to enhance their personal interests…