Latest from Brooks, Tarulis & Tibble Blog

While the unique and complex provisions of contracts are generally the focus of concern, discussion and negotiation, drafters also need to pay attention to the more mundane and standard terms that every contract needs. If enforcement or interpretation is needed in the future, these standard terms provide guidance to the parties, arbitrators, judges and juries.
These provisions include:

  • Contract information of all parties, attorneys and others involved.
  • Definitions of the special or unique terms and the contract’s subject.
  • Consistent terms, language, tenses and punctuation, with changes only in sections that need different treatment or interpretation.
  • Spelling out details such as


Continue Reading The Importance of Standard Contract Terms

Being served with a summons, subpoena, citation, claim, notice, lien or lawsuit is never good, but they cannot be ignored. As quick action is usually required, you should be prepared. Some initial steps in response to receiving one of these documents include:

  • Stay calm. Most situations are amicably resolved.
  • Docket it. Determine and calendar when a response is required.
  • Report it. Your employer, partner, attorney, accountant or insurance carrier may be better equipped to handle it and respond.
  • Get help. Hire an attorney or consult with other experienced relevant professionals.
  • Gather up. Secure all documents, and information and identify all


Continue Reading What to do if Sued

The Corporate Transparency Act requires all existing “business entities” and “beneficial owners” to file a Beneficial Ownership Information Report with the U.S. Treasury’s Financial Crimes Enforcement Network’s (FinCEN) Beneficial Ownership Secure System (“BOSS”) on or before January 1, 2025, and entities established thereafter with 90 days of establishment. The stated purpose is to identify money laundering, tax evasion and other financial crimes, and the BOSS database will be accessible only to crime enforcement and tax collection entities.
By January 1, 2025, Beneficial Ownership Information Reports will be required from:

  • All non-exempt business entities, including trusts, authorized to or conducting business,


Continue Reading New Corporate Transparency Law

With over 300 new laws taking effect January 1, 2024, some that could have a substantial impact on your business include:

  • The Federal Corporate Transparency Act requires a business to file with the Financial Crimes Enforcement Network.
  • New criminal penalties for doxing, deep faking and cyberbullying.
  • New residential construction requires EV compatible parking.
  • Multi-occupancy business bathrooms may be used by any gender.
  • Minimum wage increased to $14.00 per hour.
  • Paid leave for all workers at 1 hour for every 40 worked.
  • Extended bereavement time off.
  • Picketing protections and limitations.

If you have any questions or if problems arise, please contact
Continue Reading New Illinois Business Laws

In conducting workplace investigations of personnel situations or other events, employers or those hired to conduct the investigation walk a tightrope to avoid causing more problems and creating potential liability. With “at will” employees, those without a contract and not unionized, unless you have policies or procedures requiring an investigation, it may be better to act without an investigation and proceed to termination or other action as appropriate. But, when employment laws, rules, regulations, policies, or agreements require an investigation or you believe one may be advisable in the situation, in order to limit or avoid future liability you should
Continue Reading Workplace Investigations

The Illinois Genetic Information Privacy Act of 1998 410 ILCS 513/25(c)(1) (GIPA) prohibits inquiries into a person’s family medical history and obtaining genetic information. Like the federal Genetic Information Non-Discrimination Act of 2008 (GINA) that regulates the collection of genetic information, both allow private lawsuits, including class actions, to prevent and punish violations. The predicted wave of class actions against employers, potential employers and insurance carriers that request or obtain such information appears to be growing.
Before you ask, be sure you can and if you do, be sure you comply.
Please call us with any questions or concerns.
This
Continue Reading Requesting Genetic/Medical History Information

A fiduciary is a legal term identifying a person or entity with a special legal relationship with another, imposing an obligation that the fiduciary act in the best interests of the other, its client. Parents, trustees, guardians, advisors, counselors, caretakers, attorneys and persons using a Power of Attorney are often held to be fiduciaries. Not only can improper conduct (defalcation, self-dealing) land a fiduciary in trouble, but even someone doing their best can be held responsible if they fail to fulfill their duties or are unable to adequately demonstrate they did.
Some actions to avoid liability as a fiduciary include:
Continue Reading Fiduciary Duties

Insurance trade groups report an increasing number of loss claims arising from inventory and product loss – often employee theft. As these losses increase premiums increases will follow. Be sure that any steps taken to prevent such losses are legal, defensible, effective and consistent with employment policies and union contracts. Don’t let your efforts to control or eliminate one problem cause others. Retain proper professionals and obtain competent advice.
If you have any questions or problems in this regard, please contact us.
This Bulletin is designed to provide our friends and clients with information regarding the various subject matters covered,
Continue Reading Inventory/Product Loss

Almost every parent’s dream is to create a family business that will be a legacy to and source of wealth for his or her heirs. However, almost every successful entrepreneur spends more time growing the business than considering how the growing family will successfully operate and profit from the business after the founder is gone or retired.
Some traps to prevent your children, grandchildren and other heirs from killing your “golden goose” include:

  • Not everyone can or should be employed in the family business.
  • Each family employee must be properly trained, screened, and possess the necessary talent for their assigned


Continue Reading Avoiding the Traps of a Family Business

As of November 1, 2023, Illinois employers with five or more employees are required to participate in the Illinois Secure Choice Program. The Program, launched in 2018, is designed to address the retirement security crisis, offering an Illinois sponsored retirement savings account managed by the Treasurer. 

  • As of November 1, 2023, unless exempt, employers with five or more employees are required to facilitate the Program and employers that fail to comply face penalties of $250 per employee for the first year and $500 per employee for each subsequent year.
  • Employers who have fewer than 5 employees, have been in business


Continue Reading Mandatory Compliance: Illinois Secure Choice Program

This month’s Business Bytes highlights right of publicity, defamed corporations and key person insurance. 
Right of Publicity. Like the law of many other states, Illinois’ Right to Publicity Act, 765 ILCS 1075, prevents the commercial use of a person’s information or likeness without that person’s consent. While your identity can be part of a product that is sold  (i.e.: mailing or subscription list) it cannot be used without your consent. READ MORE.
Corporation Can be Defamed. Recently a court ruled that a corporation can be defamed and sue for damages where the defendant sent defamatory emails to the corporation’s
Continue Reading Monthly Business Bytes

Suffering a data breach could be fatal to your business, but if it isn’t, don’t let your handling the breach make it so.  Federal and state laws and trade association standards provide some guidance on when, what type and to whom notices of a data breach must be given, and your applicable insurance carrier should be able to provide guidance so your notice does not void any potential insurance coverage. While being apologetic and sympathetic, do not cross the line of admitting your responsibility or acknowledging damages suffered by those whose data was lost.
If you have any questions or
Continue Reading Disclosing a Data Breach

When your business is faced with financial distress, there are actions you can and should take before all your lenders, creditors, landlords, customers and employees learn about the situation that may alleviate, reduce or defer the fall-out, that include:

  • Confidentiality. Keep the problem restricted to those who need to know at the time.
  • Honesty. Only disclose or provide information that is accurate and complete.
  • Gather. Locate and protect all documents relating to the distress and other situations that could be affected or trigger problems.
  • Advice. Ask your attorney, accountant and trusted consultants for advice.
  • List. Collect all contact information for


Continue Reading Financial Distress

A recent Illinois Appellate Court ruling upheld a carpet cleaner’s claim against a competitor that its competitors’ use of cleaning chemicals banned by the EPA that do a better cleaning job than his legal cleaning solutions constituted unfair competition in Illinois. Traditionally unfair business competition claims involve a competitors’ theft or misuse of business information, poaching protected customers or employees, or publishing false or defamatory information. None of those were involved here. The unfair competition claim was based on the competitor’s illegal or unethical conduct that did not directly relate to the operation of the plaintiff’s business. This suit is
Continue Reading New View on Unfair Competition

As close as you may monitor your debtors or borrowers, you may be surprised when you learn that a debtor or borrower is in financial distress. Some of the steps to take to prevent your borrower or debtor’s financial distress from becoming yours include:

  • Reconsidering further credit extensions.
  • Obtaining as much information as possible about the situation from your borrower, its plan to address it and the borrower’s risk of default.
  • Determining whether the distress is due to bad circumstances, bad management, or the state of the business or industry.
  • Evaluating the debtor’s chances to recover or default, and the


Continue Reading What to do When You See Your Borrower in Trouble

This month’s Business Bytes highlights cyber security, privacy violation suits and marijuana in the workplace. 
Cyber Security.  With more cyberattacks predicted and smaller businesses with less to spend on security being targeted, there are some inexpensive steps you and your employees can take to help protect your business from cyberattacks, and minimize damage if one occurs. READ MORE
Privacy Violation Suits May Not Be Insured.  Several courts are deciding whether lawsuits brought pursuant to Illinois Biometric Information Privacy Act (BIPA) are covered by existing insurance policies. If you use or collect biometric or personal information, check your current policies or
Continue Reading September Business Bytes