Lubin Austermuehle, P.C.

The lawyers at Lubin Austermuehle, P.C. handle all types of internal disputes that may take shape during the course of a company’s formation, management, or dissolution. When it comes to managing a family business, for example, complications may arise that are perhaps unforeseeable. For instance, when spouses who co-own a company decide to divorce, the entity’s value as well as who retains ownership and managing responsibilities must be determined either through negotiations leading to an agreement or by a judge in court.

Lubin Austermuehle, P.C. Blogs

Latest from Lubin Austermuehle, P.C.

In the world of franchising, the termination of a franchise agreement can be a complex and contentious issue. Franchisees facing termination must understand their rights and the defenses available to them. Equally important is choosing the right legal representation to navigate these challenging waters.
Defenses to Franchise Termination

  • Breach of Contract by Franchisor: If the franchisor has failed to uphold their end of the franchise agreement, this can be a strong defense. Examples include not providing agreed-upon support or infringing on the territory rights of the franchisee.
  • Lack of Proper Notice: Franchise agreements typically require the franchisor to provide notice

  • Continue Reading Franchise Terminations: Defenses and Legal Representation

    Under Illinois law, various defenses are recognized for libel actions. The first defense is the innocent construction doctrine. This doctrine posits that if a statement could be construed in a non-defamatory way, it cannot be considered defamatory.
    Another defense is the expression of opinion. Statements of opinion, even if they are defamatory, do not result in a defamation claim if the statement cannot be reasonably interpreted as stating actual facts. The statement must have a precise and readily understood meaning, be verifiable, and its literary or social context should signal that it has factual content.
    The defense of truth is
    Continue Reading What are the Defenses to Libel and Defamation Claims in Ilinois

    In the business world of closely held companies in Illinois, minority shareholders often find themselves vulnerable to what is known as a “freeze out” or “squeeze out.” This blog post delves into this phenomenon, exploring what it means, how it happens, and the legal backdrop in Illinois that governs such situations.
    What is a Freeze Out/Squeeze Out?
    A freeze out or squeeze out occurs when majority shareholders in a closely held company engage in practices aimed at marginalizing, reducing, or eliminating the minority shareholders’ stake in the company. This can be done in various ways, such as refusing to declare
    Continue Reading Understanding the Freeze Out or Squeeze Outs of Minority Owners in Illinois Closely Held Companies

    In the complex world of trade secret theft and non-compete litigation, having the right legal team on your side is critical. Lubin Austermuehle, with its strong online presence at www.thebusinesslitigators.com and www.l-a.law, stands out as a premier choice for handling these intricate legal matters. Here are compelling reasons why they should be your go-to firm:
    1. Experience in Trade Secret and Non-Compete Litigation
    Lubin Austermuehle has a proven track record in successfully handling trade secret theft and non-compete cases. Their deep understanding of the legal complexities in these areas ensures that they can provide effective strategies tailored to each
    Continue Reading Why You Should Choose Lubin Austermuehle for Trade Secret Theft or Non-Compete Matters

    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
    Continue Reading Why Choose Lubin Austermuehle for Corporate Oppression Matters

    Yes, a business can be considered a consumer under the Illinois Consumer Fraud and Deceptive Business Practices Act (ICFA) and can therefore file a suit under this Act. The ICFA allows private plaintiffs, including corporations, to file a suit if they can demonstrate damage due to a violation of the Act. The Act is designed to protect consumers, borrowers, and businesses against fraud, unfair competition, and other unfair and deceptive business practices. Importantly, the Act extends its protections to business entities as well.
    The term “consumer” under the ICFA is defined as any person who purchases merchandise “not for resale
    Continue Reading Can a Business Sue as a Consumer Under the Illinois Consumer Fraud Act

    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
    Continue Reading Navigating Fair Compensation in Closely Held Companies: The Legal Implications of Excessive Salaries

    In general, you can be sued for posting internet reviews, even if they are truthful and critical, but the likelihood of the lawsuit being successful depends on various factors. Here’s a breakdown of the legal considerations:

  • Truth as a Defense: Truth is a key defense against defamation claims. In most jurisdictions, if the statements you made in your review are true or are your genuine opinion, it’s less likely that a defamation lawsuit against you would succeed.
  • Opinion vs. Fact: Expressing an opinion is typically protected speech, but stating something as a fact that can be proven false could lead

  • Continue Reading Can I be Sued for Defamation for Posting Internet Reviews

    When a shareholder or LLC (Limited Liability Company) member faces a “freeze-out” or “squeeze-out,” they are typically being pushed out of the company’s decision-making process or their economic interests are being diminished. This can be a challenging and complex situation, requiring a careful and strategic approach. Here are some general steps that might be considered:

  • Understand Your Legal Rights and Documents: Review the company’s governing documents, such as the bylaws, shareholder agreement, or operating agreement. These documents often outline the rights and obligations of shareholders or members and may contain provisions relevant to your situation.
  • Gather Evidence: Document any actions

  • Continue Reading How Should a Minority Shareholder or LLC Member Handle a Squeeze-Out or Freeze-Out of Their Interests

    In Illinois, the situation regarding LLC minority members bringing a derivative lawsuit for member oppression is quite specific. The Illinois Limited Liability Company Act allows LLC members to file a derivative action to protect the interests of the LLC. This is particularly relevant when the LLC itself has a cause of action, but the managers or members have failed to pursue it. Such a derivative action enables members to enforce the rights of the LLC and recover damages on its behalf.

    However, it’s important to understand that a derivative action is distinct from a member oppression claim. While derivative actions
    Continue Reading In Illinois a Minority Member can Bring a Derivative Lawsuit as a LLC Member on Behalf of the LLC

    Fake internet reviews can potentially state claims for deception under Unfair, Deceptive, or Abusive Acts or Practices (UDAAP) laws. UDAAP laws are designed to protect consumers from deceptive practices by businesses, including misleading statements about products and services. This protection ensures consumer confidence, particularly in financial transactions, and it addresses unfair practices that can financially harm consumers and which they cannot reasonably avoid.
    Under these laws, if a business or service provider uses fake reviews to deceive consumers into making purchases or forms a misleading impression about their products or services, this could be construed as a violation of UDAAP.
    Continue Reading Fake Internet Reviews Can be Deceptive Practices Under UDAP Laws

    Several cases in Illinois have awarded punitive damages for auto fraud by used car dealers. One such case is “Gent v. Collinsville Volkswagen, Inc.” where the court upheld punitive damages against the dealership for fraud or gross negligence, though the award was reduced from $12,000 to $3,000 as it was deemed excessive.
    In the case “Totz v. Continental Du Page Acura”, punitive damages were awarded to the buyers for misrepresentations about the car’s condition, violating the Consumer Fraud and Deceptive Business Practices Act. This case was referred to in “Pigounakis v. Autobarn Motors”, where the court ruled that punitive damages
    Continue Reading Punitive Damages can be Awarded in Auto Fraud Cases

    Excessive management fees charged by a majority owner can potentially be the basis for a derivative lawsuit in certain circumstances. In corporate law, a derivative lawsuit is a legal action brought by shareholders on behalf of a corporation against third parties, often including insiders such as officers, directors, or controlling shareholders. The key issues in such a lawsuit typically involve allegations of breach of fiduciary duty, abuse of control, fraud, or mismanagement.
    When a majority owner charges excessive management fees, it may be construed as a breach of fiduciary duty or misuse of their position to the detriment of the
    Continue Reading Excessive Fees Can Be the Basis of a Derivative Lawsuit

    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
    Continue Reading Five Year Oral Statute of Limitations Applies to Mixed Oral or Written Contracts

    The elements of a wrongful removal or freezing out of a partner in a business context include the following:
    1. Exclusion of a partner from participation in the business: This implies that a partner is denied the right to participate in the operations and decisions of the business [1]. For instance, actions such as serving a partner with a notice of default, stating that they are no longer a partner, removing their name from partnership tax returns, and refusing to provide them with access to partnership books, records, and information can be seen as a wrongful exclusion.
    2.
    Continue Reading Wrongfully Removing or Freezing Out a Partner

    In order to win a consumer fraud case about a rebuilt wrecked automobile or vehicle, it would be necessary to demonstrate several key points.
    1. The seller misrepresented or concealed the actual condition of the vehicle, such as by failing to disclose that the vehicle was a rebuilt wreck or had sustained significant collision damage, or by falsely advertising the vehicle’s condition or mileage. This could include selling a vehicle with a defective paint job as new, or failing to disclose known safety issues, such as the vehicle’s tendency to accelerate unintentionally.
    2. The defendant knew about the actual condition
    Continue Reading How to Win an Auto-Fraud Case Against a Used Car Dealer