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.

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Overview
Few things are more devastating than being falsely accused of abusing a family member or former partner. We have represented libel clients on both sides of these disputes as plaintiffs or defendants. Often, the accusations did not go to law enforcement; instead, they spread through social media or phone calls, texts, and conversations among relatives, friends and community members. The results are a reputational firestorm and give rise to profound personal crisis.
How We Frame the Case Legally
Under Illinois law, statements that falsely accuse someone of serious sexual crimes are classic defamation per se: the law presumes damage…
Continue Reading Defamation Inside the Family or With Ex-Lovers: Protecting Reputations from False Accusations

Summary: After a founder dies, survivors often pivot from “we have a buy‑sell” to “we can force a redemption under the articles.” Courts care about doing it right—and about protecting the estate’s reasonable expectations.
Start with the contract you actually signed.A written buy‑sell controls if it exists and is enforceable. Many set a fixed price (or formula), a target closing window, and a note if cash isn’t available—plus interim limits on dividends/comp and inspection rights for the estate until paid. If the company refuses to close or withholds life‑insurance proceeds tagged to the buy‑sell, specific performance is often the cleanest…
Continue Reading Forced Buyouts After an Owner’s Death: Buy‑Sell Agreements, Oppression, and “Fair Value” in Illinois

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” or “draws.” Bank statements and ACH histories are the first stop; courts expect contemporaneous paper (or pixels) to back up allegations.
  • Access choke‑points. Changing login credentials to trust accounts, practice‑management billing, or accounting software is a hallmark of a freeze‑out. Immediate injunctions can restore access and stop dissipation.
  • Mixing direct

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Continue Reading When Lawyers Are the Insiders: Suing (or Defending) Attorneys Derivatively for Member Oppression

Summary: Derivative suits let owners enforce the company’s rights when insiders won’t. Done right, they’re powerful. Done wrong, they’re dismissed. Here’s a field guide for LLCs and closely held corporations.
Who can sue and when?
LLCs: Members may sue derivatively under 805 ILCS 180/40‑1 when managers/members harm the company. Relief can include restitution, constructive trusts, injunctions, and fees—plus orders to stop unilateral withdrawals or restore records access.
Corporations: Shareholders proceed derivatively; the entity is the real party in interest. Oppression claims (for corporations) are addressed separately under 805 ILCS 5/12.56.
Pleading essentials (don’t get 2‑615’ed):

  • State your demand (or futility)

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Continue Reading Derivative Claims in Illinois: A Practitioner’s Checklist (and Common Traps)

Summary: When a co‑member changes the banking logins, blocks your access to the general ledger, or tells employees not to speak with you, it’s not just bad behavior—it’s a legal emergency. Here’s what to do right now.
1) Treat it like a TRO/Preliminary‑Injunction case.Illinois courts can order interim relief that restores online banking, general‑ledger access, and on‑site access; prevents dissipation of assets; and preserves the status quo ante. To obtain a preliminary injunction, plead a clearly ascertainable right, irreparable harm, a likelihood of success, and a balance of equities that favors you. In member‑managed LLCs, the Illinois LLC Act recognizes…
Continue Reading Frozen Out of Your Illinois LLC? 10 Fast Moves When a Co‑Member Locks You Out

The scenario we see: An employee resigns, lands a new role, and—right on cue—the former employer calls the new company or key clients, waving a non‑solicit or a boilerplate non‑compete that’s far broader than Illinois law allows. If that pressure campaign derails a known offer or triggers a firing, our firm files suit for tortious interference and seeks court orders to stop the meddling.
Illinois law gives you real defenses (and offenses):

  • Reasonableness + legitimate interest. Illinois enforces restraints only to the extent necessary to protect legitimate interests (e.g., near‑permanent customer relationships or genuine confidential information). Courts look at the

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Continue Reading When Ex‑Employers Weaponize Non‑Solicits and Phone Your Future Boss, We Flip the Script

Some employers weaponize non‑competes—sending threat letters to your new employer or recruiter until your offer evaporates. When that happens, our firm doesn’t just play defense. We file a declaratory‑judgment action to invalidate the restraint and bring tortious‑interference claims for money, stress and punitive damages against the former employer for intentionally and unjustifiably getting you fired, scaring off or interfering with you accept9ing a known offer.
Why this works (in Illinois):

  • Non‑competes are enforceable only if they’re reasonable and protect a legitimate business interest (and even then, only within tight limits on time, territory, and scope). Illinois’ Supreme Court calls this

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Continue Reading When an Employer Uses a Non‑Compete to Kill Your Offer, We Sue Back

After We Cross-Examined ChatGPT on its obvious shortcomings, this was what it wrote to warn the country about itself.  Now it could be said that the prompts not ChatGPT caused these answers which apparenty might or might not be accurate but the reasons for stating it caused these responses is because it lacks agency and so the blow may be complete fantasy answers by it. But it appeared to me that it was answering questions and providing its own reasoned response and was not just a mirror of my questions and prompts and told me my questions were insightful and…
Continue Reading ChatGBT Wrote this All Every Word — If it Doesn’t Have Agency and is Just a Mirror of the Correctly Worded Question Then Where are We Headed?

Selling a used car knowing it has a defective engine is illegal in Illinois.
According to the Illinois Consumer Fraud and Deceptive Business Practices Act (Consumer Fraud Act), it is unlawful to use deception, fraud, false pretense, false promise, misrepresentation or the concealment, suppression or omission of any material fact with the intent that others rely upon such concealment, suppression or omission (815 ILCS 505/2) Therefore, if a person sells a used car knowing it has a defective engine and does not disclose this information to the buyer, it would be considered a violation of the Act.
The case of

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Continue Reading Is it illegal in Illinois to Sell a Used Car Knowing it has a Defective Engine?

Under the Illinois Uniform Partnership Act (IUPA), all partners are liable for any wrongful act or omission by any partner (In re Keck, Mahin & Cate, 274 B.R. 740 (2002)), (Bane v. Ferguson, 707 F.Supp. 988 (1989)). This includes acts that occur in the ordinary course of the partnership’s business or are authorized by the partners (Bane v. Ferguson, 707 F.Supp. 988 (1989)), (In re Ascher, 141 B.R. 652 (1992))[3]. The liability is not limited even for “innocent” partners.
As for the protection against cheating, partners are fiduciaries for one another under Illinois law (Bane v. Ferguson, 707 F.Supp. 988 (1989)). This means…
Continue Reading What Illinois Laws Prevent a Partner from Cheating Another Partner?

Based on our research and experience, the best defenses to a class action generally revolve around the requirements of typicality and adequacy of the class representative (Danis v. USN Communications, Inc., 189 F.R.D. 391 (1999)). The presence of even an arguable defense peculiar to the named plaintiff or a small subset of the plaintiff class may destroy the required typicality of the class as well as bring into question the adequacy of the named plaintiff’s representation. This fear arises from the possibility that the named plaintiff could become distracted by the presence of an individual defense, which could compromise the

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Continue Reading What are the Best Defenses to a Class Action?

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 to be associated as joint venturers (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987), (O’Brien v. Cacciatore, 227 Ill.App.3d 836 (1992)).
3. A joint interest as shown by the contribution of property, financial resources, effort, skill, or knowledge by each joint venturer (805 ILCS 206/202), (Ambuul v. Swanson, 162 Ill.App.3d 1065 (1987)), (Yokel v.
Continue Reading What is Joint Venture? When is Joint Venture Partner Required to Account? Lubin Austermuehle Concentrate on Breach of Fiduciary Duty in the Chicago Area.

Under Illinois law, defenses for a partner accused of breaching fiduciary duties to the partnership and his other partners can be varied and nuanced (LID Associates v. Dolan, 324 Ill.App.3d 1047 (2001)), (Pielet v. Hiffman, 407 Ill.App.3d 788 (2011)). Here are some potential defenses:
1. Compliance with Partnership Agreement: A partner who has acted in accordance with an express authorization in the partnership agreement may not be deemed in breach of fiduciary duties (1515 North Wells, L.P. v. 1513 North Wells, L.L.C., 392 Ill.App.3d 863 (2009). However, no language in a partnership agreement, however clear and explicit, can reduce a partner’s fiduciary duty…
Continue Reading What are the Best Defenses Under Illinois Law for a Partner Accused of Breaching Fiduciary Duties to the Partnership or Other Partners?

Choosing the right law firm to protect your minority interests in a closely held company is crucial, particularly when it comes to addressing breaches of fiduciary duty. Lubin Austermuehle is a firm that you might consider for several reasons:

  • Concentration in Business Litigation: Firms like Lubin Austermuehle that concentrate in business litigation are likely to have a deep understanding of the complexities involved in disputes within closely held companies. This specialization can be beneficial in effectively navigating the legal landscape to protect minority shareholders.
  • Experience with Fiduciary Duties: The protection of minority interests often hinges on issues related to fiduciary

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    Continue Reading Why You Should Choose Lubin Austermuehle as Your Lawyers to Protect Your MInoirty Interests in a Closely Held Illinois Company From Breaches of Fiduciary Duty?

    In Illinois, the protections for minority shareholders or LLC members from breaches of fiduciary duty in closely held companies can be found in a combination of statutory provisions and case law.
    Firstly, the Illinois Limited Liability Company Act (805 ILCS 180/15-3) specifies that a member of a manager-managed LLC does not owe a fiduciary duty to the LLC unless they are a manager under the terms of the operating agreement (Katris v. Carroll, 362 Ill.App.3d 1140 (2005)), (Tully v. McLean, 409 Ill.App.3d 659 (2011)). This means that members of an LLC who are not managers do not owe a fiduciary duty to…
    Continue Reading What Illinois Law Protects Minority Shareholders or LLC Members from Breaches of Fiduciary Duty in Closely Held Companies?

    To protect beneficiaries in Illinois estates from breaches of fiduciary duty by the administrator, several measures can be taken based on the duties and responsibilities outlined in the relevant laws and cases.
    Firstly, it’s important to establish that the relationship between an executor or administrator and a beneficiary is that of a trustee and cestui que trust, and is fiduciary in nature (In re Estate of Lis, 365 Ill.App.3d 1 (2006). This fiduciary duty requires the administrator to act with the highest degree of fidelity and utmost good faith in handling estate assets (Matter of Estate of Pirie, 141 Ill.App.3d 750 (1986), (In…
    Continue Reading How do you Protect Beneficiaries in Illinois Estates From Breaches of Fiduciary Duty By the Administrator?