Carmen D. Caruso Law Firm represents privately held companies (including franchises and dealerships), business owners, investors, professionals, key employees, or other substantial individuals as plaintiffs or defendants in most any case that might arise in a business or financial relationship.
Our experience is wide and deep, and includes contract claims, fraud claims, trade secret misappropriation, non-compete clause cases, employment litigation, intellectual property litigation, business torts, unfair competition, lending liability, shareholder and partnership disputes, insurance coverage, all in addition to our extensive franchise & dealership litigation experience.
Our cases tend to be serious disputes in which success is vital for our clients, who usually come to us by referral from other attorneys. Our clients appreciate our no-nonsense approach, but mostly they appreciate the results we achieve.
We represent business clients or individuals claiming or defending against claims involving contract formation or contract performance issues and related damages claims.
Contract formation claims arise when a party claims to have an enforceable oral or implied agreement, or when they claim reliance on preliminary promises or agreements. For example:
Contract performance claims arise when a party is accused of breach or underperformance. These cases often go beyond express contract terms and invoke legal doctrines such as good faith and fair dealing, substantial performance, frustration of purpose, impossibility, or unconscionability. We are adept in cases involving almost any contract: contracts for the sale or purchase of businesses, real estate, or other assets; contractor agreements; equipment development and installation agreements; executive employment agreements; investment contracts; commercial leases; lending agreements; license agreements; management agreements; partnership, shareholder and LLC agreements; product development agreements to settle past claims or disputes; service agreements; software agreements; and supply agreements. Some highlights:
Successful recovery for a software developer claiming breach of contract by a marketing company it joint ventured with.
We represent business clients claiming or defending against claims of fraud arising in business relationships including claims brought under the Racketeer Influenced and Corrupt Organizations Act (RICO) or the Illinois Consumer Fraud & Deceptive Business Practices Act. Some highlights:
As part of our fraud practice wee represent shareholders or other investors in privately held companies claiming fraud under Rule 10b-5 and other state and federal securities laws. For example:
Business Ownership Disputes
We represent business principals as shareholders, partners, or limited liability members in disputes that arise between them or with key executives, either as the result of death or succession, or disputes over control, strategic direction, or compensation/distribution. These cases typically involve claims for breaches of fiduciary duty, failure to account, expulsion or freeze-outs, or statutory dissolution arising from deadlock or other circumstances.
We likewise represent and advise corporate clients (including franchising clients) in dealing with dissenting directors or shareholders, and partnerships (including other law firms) in dealing with problem partners.
We also represent shareholders asserting officer or director liability or bringing shareholder derivative claims.
Non-Compete and Non-Solicitation Agreements
We have extensive experience representing employers or ex-employees in the prosecution or defense of claims to enforce non-compete or non-solicitation agreements, and related claims for breach of fiduciary duty or theft of trade secrets. We understand the need to move quickly in these cases to seek injunctive relief and frequently litigate claims for temporary restraining orders in the Cook County Circuit Court (Chancery Division) and the United States District Court for the Northern District of Illinois.
Claims between Competitors
We have successful experience in tortious interference and other business tort cases, including claims arising under the Uniform Deceptive Trade Practices Act and claims for defamation or disparagement.
Carmen also has experience in claims arising under the antitrust laws, such as refusal to deal, group boycott and product tying arrangements; and in claims arising under the Robinson-Patman Price Discrimination Act.
Intellectual Property Litigation
We work as co-counsel with patent lawyers in infringement claims, often taking responsibility for the damages aspect of the case; and we have successful experience in trademark infringement, copyright infringement, and misappropriation of trade secret cases.
We represent business clients in disputes with local governmental entities, including contracts for airport concessions and minority or women owned business access.
We represent business clients in disputes with their lenders; and we have successfully defended lenders at trial against fraud claims brought by borrowers.
Adverse Claims in Bankruptcy and Dischargeability Hearings
Working as co-counsel with bankruptcy attorneys, Carmen has successfully defended debtors against adverse claims in bankruptcy in which a creditor attempted to prove that a debt was procured by fraud and should not be discharged.
We have obtained settlements for clients in coverage disputes with their insurance companies.
We have conducted internal investigations for companies following allegations of sexual harassment or financial impropriety.
Carmen prevailed at trial in a claim under the Comprehensive Environmental Response Compensation and Liability Act (CERCLA, also known as “Superfund”). We successfully established that a prior property owner was liable for clean-up costs (notwithstanding its effort to structure its acquisition of the business as an asset purchase, to exclude liabilities) on proof that its acquisition was actually a de facto merger with the earlier polluter.
Consumer Liability Defense for Business Clients
We have successfully defended clients (including franchisees) from consumer claims and threatened class actions arising under the laws protecting credit card identity, improper faxes or similar claims.
Employment Law Defense for Business Clients
We have successfully defended many companies (including franchisees and franchisors) from employment liability claims arising under state or federal law, including defenses at the Equal Employment Opportunity Commission (EEOC) and Illinois Department of Human Rights (IDHR) and in courts.
Legal Malpractice Claims for Business Clients
We have successfully represented business clients in claims for legal malpractice against other law firms arising from failed business transactions or failing to protect the client (for example, by not obtaining insurance coverage leaving the client exposed to unnecessary risk).
Relatedly we have exposed conflicts of interest by lawyers representing our clients in past transactions that give rise to present claims and ethical lapses or misjudgments by opposing counsel we have exploited for our clients’ benefit.