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.

What is a business
divorce in Illinois?

A business divorce is the breakup of a closely held company between its owners. It is not a phrase in any statute. It is the practical name for what happens when shareholders, LLC members, or partners can no longer run a business together and one side has to buy the other out, wind the company down, or ask a court to separate them. Illinois gives closely held corporations a dedicated remedies statute, 805 ILCS 5/12.56, and provides parallel routes for LLCs and partnerships. The right path depends on your entity, your governing documents, and what
the other owner has been doing.

How do two 50/50 owners break a deadlock in a corporation?

The answer is a petition under 805 ILCS 5/12.56. That statute applies to corporations whose stock is not publicly traded, which describes almost every family and closely held business in Illinois. It lets a shareholder ask the Circuit Court for relief when the directors are deadlocked and the shareholders cannot break the tie, when the shareholders themselves are deadlocked across annual meetings, when those in control act in a way that is illegal, oppressive, or fraudulent, or when the company’s assets are being wasted.

The power that follows is broad. The court can order or undo a specific corporate action, cancel a provision in the bylaws, remove a director or officer, order an accounting, appoint a custodian to run the business, appoint a provisional director to break the tie, order dividends paid, or award damages. Dissolution sits at the bottom of that list for a reason. It is available, but only when no lesser remedy will resolve the dispute. Most business divorces end well before that, in a buyout.

Can a court remove my partner or put a neutral in charge?

Yes, in the right case. Section 12.56 lets the court appoint a custodian to manage the business and affairs of the company, and 805 ILCS 5/12.55 lets it seat a provisional director, an impartial third
vote whose only job is to break a two-to-two tie so the company can function while the dispute is resolved. These remedies matter most when one owner has seized control and shut the other out. Conduct that is oppressive or fraudulent, or the misapplication and waste of company assets, opens the door to relief even when there is no formal deadlock
at all.

Can a frozen-out owner force a fair-value buyout?

Often, yes. Section 12.56(b)(11) lets the court order the corporation or the other shareholders to buy all of the petitioning shareholder’s
stock at its fair value. The statute also gives the other side an election. Within ninety days after the petition is filed, the corporation or one or more shareholders can choose to buy out the
petitioner for fair value and end the fight, stating in writing what they will pay. That election, once made, is generally binding. The dispute then narrows to a single question that decides real money: what are the shares worth?

Does Illinois discount the buyout price for minority status or lack of
marketability?

This is where owners win or lose the largest number in the case, and the answer is fact-specific rather than automatic. Under 805 ILCS 5/12.56(e), fair value means “the proportionate interest of the shareholder in the corporation, without any discount for minority status or, absent extraordinary circumstances, lack of marketability.” As a default, a minority stake is not marked down simply for being a minority, and a court will not always reduce the price because the shares would be hard to sell. The statute leaves room, and the choice
belongs to the trial court. A lack-of-marketability discount remains available in “extraordinary circumstances,” and the application of any
discount is, as the Appellate Court explained in Jahn v. Kinderman, “a matter for the trial court’s discretion.”

The owners’ own conduct can move the number in either direction. Section 12.56(e)(i) directs a court to set fair value “taking into account any impact on the value of the shares resulting from the actions giving rise to a petition under this Section.” Where a shareholder has looted, wasted, or mismanaged the company, whether that shareholder
holds a minority stake or sits in control, a court can weigh that misconduct in fixing the price, and the owner who caused the harm may find the value adjusted against him. The point to carry into any buyout fight is that valuation under 12.56 is discretionary and driven by the record each side builds, not fixed by a formula.

How do you exit or dissolve an Illinois LLC?

For an LLC, the governing statute is the Limited Liability Company Act, and the operating agreement carries most of the weight. When the members cannot agree, 805 ILCS 180/35-1 lets a court dissolve the company where those in control have acted in a manner that is oppressive and directly harmful to the complaining member, or where it is no longer reasonably practicable to carry on the business. Illinois strengthened this route in 2017 by adding a buyout in place of dissolution, so a court can order the company or the other members to purchase the departing member’s interest rather than shut a healthy business down. Read your operating agreement first. It may already set a buyout formula, a valuation method, or a transfer restriction that controls the
outcome.

How do partners dissolve a general partnership and value the one who
leaves?

A general partnership follows the Uniform Partnership Act. Under 805 ILCS 206/801, a partner in an at-will partnership can trigger dissolution by giving notice of an express will to withdraw, and any partner can ask a court to dissolve the firm when it is no longer reasonably practicable to carry on. When one partner leaves but the business continues, 805 ILCS 206/701 sets the buyout price at the valueof the partner’s interest based on a sale of the entire business as a going concern, not a fire-sale or liquidation figure. A partnership breakup almost always includes an accounting, the formal reckoning of contributions, distributions, and what each partner is owed.

What actually counts as oppression?

Oppression is conduct by the controlling owner that defeats the reasonable expectations the owners held when they went into business together. Illinois has recognized the idea for decades. In Gidwitz v. Lanzit Corrugated Box Co., the Illinois Supreme Court held that a continuing course of oppressive conduct can justify dissolution even without proof of fraud or illegality. Section 12.56(d) tells courts to weigh the reasonable expectations the owners formed at the outset and as the relationship developed. In our experience litigating owner disputes in Cook and DuPage County, oppression usually takes the shape of a freeze-out. The majority stops paying distributions while it pays itself a generous salary, fires the minority owner from the job he reasonably
expected to keep, strips him of any role, and waits for him to sell cheap. Courts see the pattern. In Kovac v. Barron, an Illinois court found that a fifty percent owner’s concealed, excessive compensation to himself was oppressive under the statute and upheld a multimillion dollar judgment against him.

What should you do now?

Move deliberately, and move before the other side sets the terms. First, demand the books and records. Illinois gives owners inspection rights, and the documents tell the story of how the company has really been run. Second, do not sign anything that waives your rights, and do not accept or float a buyout number in writing before you have valued the business with a qualified professional, because a careless figure becomes the ceiling in every later negotiation. Third, if assets are being drained or a partner is looting the company, ask the court for emergency relief before the money is gone. Fourth, get counsel who tries these cases, because the credible threat of a 12.56 petition, a custodian, and a no-discount buyout is what moves the other owner to a fair deal.

A deadlock is not the end of your company. It is the start of a process that Illinois law is built to resolve, and the owner who knows the process holds the stronger hand.

Big-firm firepower, with the partners on your case

Peter S. Lubin and James V. DiTommaso are Chicago business litigation lawyers who try cases throughout Illinois. Peter is a University of Chicago Law School graduate who has taught trial practice there for decades and is an Illinois Super Lawyer. He has served as lead counsel in more than one hundred class actions and has handled more than one hundred shareholder, LLC, derivative, breach of fiduciary duty, and fraud matters on both the plaintiff and the defense side. Crain’s Chicago Business credited him with the largest class action settlement of its year, a forty million dollar recovery. The firm has been named DuPage County Law Firm of the Year, and its lawyers have represented companies including McDonald’s, Motorola, and Experian and have
litigated against adversaries including AT&T and General Motors. James DiTommaso is a Chicago-Kent College of Law graduate with a certificate in business law who served with the Illinois Appellate Court and argued a case before the Illinois Supreme Court. When you hire this firm, the lawyers whose names are on the door handle your case.

If your business partnership is breaking down, or a co-owner is freezing you out and offering to buy you cheap, the first moves shape everything that follows. Call DiTommaso Lubin, P.C. at 630-333-0333 for a free consultation, or contact us
online.

Most consumer fraud class actions are won or lost at class certification, the stage where the court decides whether one named plaintiff may sue on behalf of thousands. Illinois law gives a defendant real tools to defeat certification, and the strongest of them rests on one idea. A consumer fraud claim requires that each plaintiff was actually deceived, and deception rarely reaches thousands of people the same way.

What must a plaintiff prove to certify a class in Illinois?

A plaintiff who wants to represent a class under 735 ILCS 5/2-801 has to establish four things: that the class is so numerous that joining everyone is impracticable, that common questions of law or fact predominate over individual ones, that the representative will fairly and adequately protect the class, and that a class action is an appropriate way to resolve the controversy. The requirements are conjunctive, so the plaintiff must satisfy all four. The one that sinks most consumer fraud classes is predominance. The statute demands “questions of fact or law common to the class, which common questions predominate over any questions affecting only individual members,” and a fraud that happened differently to different customers does not clear
that bar.

What does the Consumer Fraud Act require from each plaintiff?

The Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/2, prohibits unfair or deceptive acts, including the concealment or omission of a material fact made with intent that others rely on it. A private plaintiff cannot stop there. Under the Act’s private-action provision, the plaintiff must prove actual damage proximately caused by the deception. As the Illinois Supreme Court set out in Connick v. Suzuki Motor Co., a private ICFA claim requires a deceptive act, an intent that the plaintiff rely on it, occurrence in the course of trade or commerce, and actual damage proximately caused by the deception. Proximate cause is the pressure point, because it ties every recovery back to an individual who was actually misled.

The strongest defense: every class member had to be actually deceived

Illinois does not let a consumer fraud class recover on a theory that the market as a whole was misled. In Oliveira v. Amoco Oil Co., the Supreme Court rejected exactly that, holding that “a plaintiff must allege that he was, in some manner, deceived” to state an ICFA claim. The Court went further in De Bouse v. Bayer AG, holding that “the plaintiff must actually be deceived by a statement or omission,” and that where nothing was communicated to the plaintiff, “there have been no statements and no omissions,” so proximate cause cannot be shown. In Avery v. State Farm Mutual Automobile Insurance Co., the Court held that “a plaintiff must prove that he or she was actually deceived by the misrepresentation in order to establish the element of proximate
causation.”

Put those holdings against a proposed class, and the individual questions swamp the common ones. Different customers saw different advertisements, read different contract language, spoke with different salespeople, or saw nothing at all. Deciding whether each of them was actually deceived, and whether that deception caused a loss, is a person-by-person inquiry. That is the argument that defeats predominanceand keeps the case from ever becoming a class action.

Can an Illinois class sweep in customers from other states?

Usually not. In Avery, the Supreme Court held that the Consumer Fraud Act does not apply to transactions that take place outside Illinois, and that a plaintiff may pursue an ICFA claim only where the circumstances of the disputed transaction occurred primarily and substantially in Illinois. A nationwide class built on the laws of a single state runs straight into that limit, and the extraterritoriality problem alone can defeat certification of a multistate class.

Do individualized damages defeat certification too?

They can. Even where a defendant’s conduct was uniform, the injury often is not. Customers paid different prices, bought different products, and suffered different losses, so proving damages becomes a series of individual trials rather than a common question. Illinois courts weigh that when they decide whether a class action is an appropriate method of adjudication, and a damages model that collapses into thousands of separate calculations undercuts both predominance and manageability.

How do you attack the named plaintiff?

The named plaintiff has to be typical of the class and an adequate representative, and a close look often shows the plaintiff is neither. A representative who was not actually deceived, who read the disclosure the class did not, or who faces a unique defense cannot carry the class. In Barbara’s Sales, Inc. v. Intel Corp., the Supreme Court answered a certified question by holding that Illinois law governed and that the “Pentium 4” branding was non-actionable puffery rather than a deceptive statement of fact, a ruling that reversed the appellate court and undercut the class claim. The lesson for a defendant is to test the named plaintiff’s own transaction early, because a flaw there can end the class before certification is briefed.

What should you do when the class complaint arrives?

Move carefully in the first weeks, because early mistakes are expensive. Do not rush to answer on the merits in a way that waives stronger threshold defenses. Check at once whether a valid arbitration agreement with a class waiver can send the dispute to individual arbitration, and whether the case belongs in federal court under the Class Action Fairness Act. Preserve your records and put a litigation hold in place. Then build the certification defense from the first filing, because the plan to defeat predominance, not the reaction to the demand number, is what protects the company.

A class action is only a class action until a court says it may proceed as one. The consumer fraud complaint that looks catastrophic on day one often shrinks to a single disappointed customer once the requirement of individual deception is put to the proof.

Big-firm firepower, with the partners on your case

Peter S. Lubin and James V. DiTommaso are Chicago business litigation lawyers who try cases throughout Illinois. Peter is a University of Chicago Law School graduate who has taught trial practice there for decades and is an Illinois Super Lawyer. He has served as lead counsel in more than one hundred class actions and has handled more than one hundred shareholder, LLC, derivative, breach of fiduciary duty, or  fraud matters on both the plaintiff and the defense side. Crain’s Chicago Business credited him with the largest class action settlement
of its year, a forty million dollar recovery. The firm has been named DuPage County Law Firm of the Year, and its lawyers have represented companies including McDonald’s, Motorola, and Experian and have litigated against adversaries including AT&T and General Motors. James DiTommaso is a Chicago-Kent College of Law graduate with a
certificate in business law who served with the Illinois Appellate Court and argued a case before the Illinois Supreme Court. When you hire this firm, the lawyers whose names are on the door handle your case.

If your business has been served with a consumer fraud class action, the defense you build in the first weeks can decide whether the case ever becomes a class action. Call DiTommaso Lubin, P.C. at 630-333-0333 for a free consultation, or contact us
online.

You own half of a company you helped build, and the other owner has turned on you. The distributions stopped, but the salary he pays himself did not. You asked to see the books and got silence. Maybe he changed the password on the shared drive, put his brother-in-law on payroll, or started a side venture that looks a great deal like yours. You do not know whether you are about to lose the business, your investment, or both, and every day you wait feels like a day he is using against you.

When owners go to war, the winner is usually the one who moves first and moves correctly. This is a plain guide to what an Illinois commercial litigator actually does to protect an owner in a partner dispute, in the order the work usually happens, so you know what to ask for and what to expect. The law gives you more leverage than the other side wants you to realize.

Can I force my business partner to show me the company’s books?

Yes. Illinois gives owners a statutory right to inspect the company’s records, and that right is one of the sharpest early tools you have. In a corporation, 805 ILCS 5/7.75 lets a shareholder examine the books and records for a proper purpose, and it punishes a company that wrongfully refuses with “a penalty of up to ten per cent of the value of the shares owned by such shareholder.” In an LLC, 805 ILCS 180/10-15 gives a member the right to inspect and copy company information for a proper purpose and requires the company to respond to a written demand within ten days.
In our experience litigating these disputes in Cook and DuPage County, the records demand comes first because the documents tell the real story. The minutes, the distribution history, the payroll records, and the related-party contracts show how the company has actually been run, and a stonewall in the face of a proper demand becomes evidence of its own.

Does it matter whether we are a corporation, an LLC, or a partnership?

It changes the statute you use, the remedy you can ask for, and sometimes the price on the way out. A corporation is governed by the Business Corporation Act, and the key remedies statute for a closely held company is 805 ILCS 5/12.56. An LLC is governed by the Limited Liability Company Act, 805 ILCS 180, and by its operating agreement, which often carries more weight than the statute. A general partnership follows the Uniform Partnership Act, 805 ILCS 206. The first thing a good litigator does is read your governing documents, because a shareholder agreement, an operating agreement, or a partnership agreement may already set a buyout formula, a valuation method, or a dispute procedure that controls the fight before it starts.

How do I get a court to
step in fast?

You ask for a temporary restraining order or a preliminary injunction. When assets are being drained, a partner is diverting customers, or records are disappearing, you do not wait for the case to
grind through discovery. Illinois lets a court act immediately under 735 ILCS 5/11-101. To win that relief, the Illinois Supreme Court in Mohanty v. St. John Heart Clinic requires a party to show “(1) a clearly ascertained right in need of protection, (2) irreparable injury in the absence of an injunction, (3) no adequate remedy at law, and (4) a likelihood of success on the merits of the case.” A well-supported motion filed in the first days of a dispute can freeze a company’s bank accounts, stop a sale, or preserve the evidence before the other owner cleans it up.

Can a court remove my partner or put a neutral in charge?

Yes, in the right case. Section 12.56 lets a court appoint a custodian to run the business or a provisional director to break a deadlock, and 805 ILCS 5/12.55 provides for that neutral tie-breaking
director. These remedies matter most when one owner has seized control and locked the other out. Conduct that is oppressive or fraudulent, orthe waste of company assets, opens the door to relief even where there is no formal deadlock.

What claims do we actually file?

The heart of most owner cases is breach of fiduciary duty. Owners of a closely held Illinois business owe one another real duties, and as the court held in Anest v. Audino, shareholders in a close corporation owe each other fiduciary duties similar to those of partners in a partnership. Around that core claim, a complaint often adds an action for an accounting, a shareholder oppression count under 805 ILCS 5/12.56, and, where the facts support them, claims for fraud, conversion, usurpation of a corporate opportunity, and misappropriation of trade secrets. The claims are chosen to match what the other owner actually did.

Am I suing for myself,
or for the company?

This sounds technical, and it decides who controls the case and who keeps the money. An injury the company suffered, like diverted profitsor wasted assets, usually belongs to the company and must be pursued derivatively, on the company’s behalf. An injury that is yours alone can be pursued directly, in your own name. As the court explained in Small v. Sussman, a shareholder whose real injury is an injury to the corporation must sue derivatively, on the company’s behalf, and only a direct injury to the shareholder himself supports a suit in his own name. Getting this right at the pleading stage keeps a good claim alive, and getting it wrong can hand the other side an early dismissal.

What is my share worth if I am forced out, and can they discount it?

If the case ends in a buyout, the number turns on a definition, and Illinois law favors the owner being bought out. Under 805 ILCS 5/12.56(e), fair value means “the proportionate interest of the
shareholder in the corporation, without any discount for minority status or, absent extraordinary circumstances, lack of marketability.” The other side will argue your minority stake should be marked down because it is a minority and because the stock would be hard to sell. Illinois courts are not always required to accept that especlally if you have engaged in no wrongdoing . In Jahn v. Kinderman, the Appellate Court affirmed that a trial court “was not even required to apply any discounts” to fair value but a court which can consider equitable principles can add a minority discount when there is wrongdoing. On a valuable company, refusing those discounts can move the payout by a seven-figure sum.

My partner is leaving. Can he take clients, staff, or trade secrets?

Not freely. While he remains an owner or officer, he owes the company a duty of loyalty, and competing against it or diverting its opportunities during that time is a breach. The Illinois Trade Secrets Act, 765 ILCS 1065, protects the company’s confidential customer data, pricing, and processes if the company took reasonable steps to keep them secret. Any non-compete he signed is governed by the Freedom to Work Act, 820 ILCS 90, which sets its own rules and salary thresholds. The line the law draws is between fair competition and theft, and the record
you preserve early is what proves which one happened.

What should you do in the
first week?

Move deliberately, and move before the other owner sets the terms. First, preserve everything and put the company on notice not to destroy records, because the email and the accounting entries are where these cases are won. Second, send a written records demand and use the statutory inspection right. Third, do not sign anything, and do not put a buyout number in writing, until counsel has valued the business, because a careless figure becomes the ceiling in every later negotiation. Fourth, if assets are being drained or a partner is looting the company, ask the court for emergency relief before the money is gone. Fifth, bring in counsel who actually tries these cases, because the credible threat of a 12.56 petition, a custodian, and a no-discount buyout is what moves the other owner to a fair deal.

A partner who has turned on you is counting on your hesitation. Illinois law is built to reward the owner who acts, and the first month usually shapes everything that follows.

Big-firm firepower, with the partners on your case

Peter S. Lubin and James V. DiTommaso are Chicago business litigation lawyers who try cases throughout Illinois. Peter is a University of Chicago Law School graduate who has taught trial practice there for decades and is an Illinois Super Lawyer. He has served as lead counsel in more than one hundred class actions and has handled more than one hundred shareholder, LLC, derivative, breach of fiduciary duty, and fraud matters on both the plaintiff and the defense side. Crain’s Chicago Business credited him with the largest class action settlement
of its year, a forty million dollar recovery. The firm has been named DuPage County Law Firm of the Year, and its lawyers have represented companies including McDonald’s, Motorola, and Experian and have litigated against adversaries including AT&T and General Motors. James DiTommaso is a Chicago-Kent College of Law graduate with a certificate in business law who served with the Illinois Appellate Court and argued a case before the Illinois Supreme Court. When you hire this
firm, the lawyers whose names are on the door handle your case.

If your co-owner has turned on you, the sooner you move, the more of the company and your investment you can protect. Call DiTommaso Lubin, P.C. at 630-333-0333 for a free consultation, or contact us online.

A process server hands your company a class action complaint late on a Friday. By Monday you are reading a theory that turns one disputed
charge or one form document into a claim brought on behalf of thousands of people. The instinct is to wait, to answer the complaint, and to see how bad it gets. That instinct is a mistake. What a defendant does in the first thirty days often decides the case, because the early choices
about where the lawsuit is heard and whether the plaintiff can clear the threshold hurdles shape everything that follows.

This is a plain guide to the opening moves that protect a business sued in a putative class action, from removal to federal court through
the standing defenses that can end the case before a class is ever certified.

Should I move the case
to federal court?

Often, yes. The Class Action Fairness Act, 28 U.S.C. 1332(d), gives federal courts jurisdiction over most sizable class actions. It applies
where the amount in controversy exceeds five million dollars, counting the whole class together, where at least one class member is a citizen
of a different state from one defendant, and where the proposed class has at least one hundred members. A companion statute, 28 U.S.C. 1453, lets a defendant remove such a case without regard to whether any defendant is a citizen of the state where the suit was filed, and it
lifts the usual one-year limit on removal. Defendants frequently prefer federal court because federal judges apply Rule 23 rigorously, demand a workable way to identify class members, and allow immediate appellate review of a certification decision. The Supreme Court made removal easier in Dart Cherokee Basin Operating Co. v. Owens, holding that a notice of removal needs only a plausible allegation that the amount in controversy is met, not evidence at the outset.

What is the deadline to remove, and what starts the clock?

The clock is short and unforgiving. Under 28 U.S.C. 1446(b), a defendant generally must file the notice of removal within thirty days after receiving the complaint through service. Missing that window can strand the company in state court for the life of the case. The removal analysis, including the amount in controversy and the diversity of the parties, should begin the day the complaint arrives, not after the answer is due.

Can I get the case dismissed if no one was actually harmed?

Sometimes the strongest defense is that the plaintiff was never injured. Article III of the Constitution lets a federal court hear a case only for a plaintiff with a concrete and particularized injury. In
Spokeo, Inc. v. Robins, the Supreme Court held that a plaintiff cannot satisfy that requirement “by alleging a bare procedural violation.” The Court sharpened the point in TransUnion LLC v. Ramirez, where it reduced the rule to a phrase: “No concrete harm, no standing.” A class built on a technical violation that hurt no one is vulnerable from the start.

Does every class member need an injury, or just the named plaintiff?

Every member, at least to recover damages. TransUnion held that “[e]very class member must have Article III standing in order to recover individual damages.” That holding is a powerful certification defense. When a proposed class sweeps in thousands of people who suffered no actual harm, the defendant can argue that individual standing questions overwhelm the case and that the class cannot be certified or paid as pleaded.

Can I end the case by paying off the named plaintiff?

Rarely, and not the way defendants once hoped. In Campbell-Ewald Co. v. Gomez, the Supreme Court held that an unaccepted offer of full relief does not moot the named plaintiff’s claim, reasoning that “an unaccepted settlement offer has no force.” A defendant cannot simply tender the named plaintiff’s damages and walk away. Ending a class case takes a real strategy, not a check to one person.

Can the plaintiff dodge federal court by capping the damages?

No. Plaintiffs sometimes try to defeat removal by stipulating that the class seeks less than five million dollars. The Supreme Court closed that door in Standard Fire Insurance Co. v. Knowles, holding that a named plaintiff “cannot legally bind members of the proposed class before the class is certified,” so a pre-certification damages stipulation does not keep the case out of federal court.

Will the plaintiff have to identify the class members?

In Illinois federal court, the answer is more favorable to plaintiffs than in some circuits. In Mullins v. Direct Digital, LLC, the Seventh Circuit rejected a heightened “ascertainability” requirement for damages classes, so a defendant here cannot defeat certification merely by arguing that class members are hard to identify. Knowing that going in matters, because it tells the defense to invest in the predominance and standing arguments that do carry weight in this circuit rather than one that does not.

The first thirty days

Treat the opening month as the most important phase of the case. Preserve documents and put a litigation hold in place the moment litigation is anticipated, because spoliation turns a winnable case into a losing one. Calendar the removal deadline immediately and decide whether to move the case to federal court. Check for an arbitration agreement with a class waiver that could route the dispute to individual arbitration. Test standing under Spokeo and TransUnion and assess whether the class can satisfy Rule 23. Above all, do not file a merits answer that gives away a stronger threshold defense. Bring in counsel who tries class actions, because the opening moves, made correctly and on time, are what shrink a thousand-plaintiff lawsuit back to the size
of a single claim.

Big-firm firepower, with the partners on your case

Peter S. Lubin and James V. DiTommaso are Chicago business litigation lawyers who try cases throughout Illinois. Peter is a University of Chicago Law School graduate who has taught trial practice there for decades and is an Illinois Super Lawyer. He has served as lead counsel in more than one hundred class actions and has handled more than one humdred shareholder, LLC, derivative, breach of fiduciary duty, or fraud matters on both the plaintiff and the defense side. Crain’s Chicago Business credited him with the largest class action settlement of the year, a forty million dollar recovery. The firm has been named DuPage County Law Firm of the Year, and its lawyers have represented companies including McDonald’s, Motorola, and Experian and have
litigated against adversaries including AT&T and General Motors. James DiTommaso is a Chicago-Kent College of Law graduate with a certificate in business law who served with the Illinois Appellate Court and argued a case before the Illinois Supreme Court. When you hire this firm, the lawyers whose names are on the door handle your case.

If your business has been served with a class action, the first thirty days can decide the case. Call DiTommaso Lubin, P.C. at 630-333-0333 for a free consultation, or contact us
online.

By Peter S. Lubin and James V. DiTommaso

This post is for general information only, it is not legal advice, and it does not create an attorney-client relationship. Prior results do not guarantee a similar outcome. Attorney Advertising.

A deadlock feels like a trap because the thing that made the partnership fair, equal ownership, is now the thing that paralyzes it. Illinois does not leave equal owners stranded. The law gives a deadlocked owner a path out, and it is rarely the mutual destruction each side fears. If you are staring at a 50/50 split that has stopped working, the question is not whether you are stuck. It is which exit serves you best.

What does Illinois consider a corporate deadlock?

In Illinois, partners and co-owners are not strangers dealing at arm’s length. They stand in a fiduciary relationship, the most demanding standard the law imposes outside a trust, and conduct that would be unremarkable between competitors can be a breach between partners. Knowing where that line sits tells you whether you have a grievance or a case, and it is just as important if you are the partner being accused.

What does an Illinois business partner owe his partners?

It does. Illinois grants shareholders and LLC members an enforceable right to inspect the books and records of the company they own, and it backs that right with penalties and fee awards when a company refuses without cause. An inspection demand is often the single most useful first move in a partnership or shareholder dispute, because everything else you might claim depends on the facts those records contain.

What records can an Illinois shareholder demand?

That question is not a technicality. In Illinois, getting it wrong can end a meritorious case before it is heard. Some wrongs done inside a company belong to you personally to sue over. Others belong to the company itself, and you may pursue them only derivatively, by stepping into the company’s shoes after clearing a set of procedural gates. Knowing the difference is the difference between recovering and being dismissed.

Direct or derivative: whose claim is it?

This is a freeze-out, and the Illinois Limited Liability Company Act gives a minority member real remedies for it. The managing member is counting on you believing that whoever controls the company controls your fate. The statute says otherwise. If you are the frozen-out member, the law gives you leverage the manager would rather you never discover.

What counts as oppression of an LLC member in Illinois?

It is not the market speaking. It is a negotiating position dressed up as an appraisal. Illinois does not measure a departing owner’s shares by what a stranger would pay for a powerless slice of a private company. It measures them by fair value, a legal standard with decades of case law behind it, and that standard is usually far kinder to the owner being bought out than the first offer admits. If you are a minority owner staring at a lowball buyout, the law is more on your side than the letter wants you to believe.

What does “fair value” mean for a minority owner in Illinois?