Business Litigation

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.

Contract Claims

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:

  • We have obtained recoveries for dealers promised new territories not delivered.
  • Carmen and his former partners successfully defended McDonald’s Corporation from claims by a terminated uniform supplier that preliminary discussions concerning a new uniform supply program rose to the level of an enforceable contract.

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.

  • Successful recovery for a manufacturing company alleging defective installation of a new, custom built assembly line.
  • Successful recovery for a medical student placement agency where a medical school and doctors at a local hospital schemed to place students in the residency program directly, bypassing our client’s contract.
  • Recovering 100% of a business seller’s claim and 100% of our client’s attorneys’ fees, where the business purchaser (of a well-known Chicago sporting good business) refused to make the final post-sale payment upon claiming to discover an alleged inventory discrepancy.
  • Successful defense of a manufacturer accused of failing to design, build and deliver a customized video vending machine.
  • Successful terminations of several sub-contractors on major development projects including O’Hare Airport redevelopment, the One Magnificent Mile building and the Chicago Board of Options Exchange building.
  • Successful representation of company that terminated its president in alleged breach of his employment agreement.
  • Successful state court bench trial for breach of contract against a plumbing contractor that did defective work.
  • Successful results obtained for commercial landlords in eviction cases.
  • Successful defense of a franchisee in the trial of a commercial eviction case in which the franchisor as tenant sought to take over its franchisee’s profitable restaurant.
  • See also our franchise and dealership contract litigation experience.

Fraud Claims

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:

  • Successful defense at trial of a bank accused of fraud and RICO violations by a lender, where the bank had been pursuing foreclosure for over 12 years before Carmen as substituted counsel took the case to trial, won the foreclosure and defeated the fraud & RICO counterclaims.
  • Successful defense of McDonald’s Corporation on claims it committed fraud and RICO violations in settling an adverse jury verdict after the plaintiff filed bankruptcy.
  • Successful defense of a construction management firm on RICO charges it defrauded a terminated sub-contractor on three major construction projects – resulting in the largest reported Rule 11 sanction against the plaintiff’s attorney.
  • See also our successful franchise and dealership fraud litigation experience.

Investor Claims

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:

  • Carmen and his former partners obtained a substantial recovery for 30 investors defrauded by their dentist to invest in non-producing oil wells.
  • Successful defense of a law firm accused of fraud in the sale of securities.
  • Federal court jury trial on behalf of an investor in a failed restaurant.
  • See also our successful franchise and dealership fraud litigation experience.

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.

Shareholder Claims

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.

Governmental Disputes

We represent business clients in disputes with local governmental entities, including contracts for airport concessions and minority or women owned business access.

Lending Liability

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.

Insurance Coverage

We have obtained settlements for clients in coverage disputes with their insurance companies.

Internal Investigations

We have conducted internal investigations for companies following allegations of sexual harassment or financial impropriety.

Environmental Liability

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.

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