Illinois Business Legal Questions

Being a signer on a checking account doesn't make you liable for anything except, in some cases, what you sign.  If all you mean is that you had authority to sign checks on behalf of the organization, that doesn't create any liability on your part.  Nor are you liable if someone forges your name, assuming you can demonstrate that the signature is not actually yours.  That being said, however, you have nothing to gain from having your name on the account (unless you, yourself, are planning some wrongdoing) and it could cause problems (although not ultimate liability) if people are misled into thinking that you continue to represent the organization, so it would be best if your name was removed.... Read More

Absent a restrictive covenant of some type (e.g. you are in the same shopping center and your lease provides that the landlord can't rent to any competing business, or the guy used to be your employee and his employment prohibted him from competing with you for a year after termination), or some unfair competition issue (e.g. if the competitor is using your trade secrets in his/her business. or passing off its products as yours, or has somehow combined with others in violation of antitrust laws), there is nothing to prevent a competitor from competing with you.... Read More

That depends on whether the contract provides for how the deceased owner's interest will be disposed of upon death.  For example, if it provides for a buy back by the surviving owners, then that is what happens.  If it makes no provision for disposition of the deceased owner's interest, then it would pass according to the deceased owner's will.... Read More

Spouses are generally not liable for each other's obligations except for what are known as "necessaries", i.e. things which are absoluitely necessary for the other spouse's well being, such as emergency surgery.  If your husband falls off the bike and needs emergency medical treatment for which he can't pay, you could be liable for it.  Of course, you could be liable in such a scenario without regard to any business.  Other than that sort of thing, I'm having a hard time picturing any scenario where you would be liable for some problem with your husband's business in which you are not involved.... Read More

First of all, I'm not clear about the facts.  You first state that you, your brother, and your father, have jointly owned a business, but then you state that your father left a will which divided ownership of the business between you and your brother.  Do you mean that your father divided up his 1/3 interest in the business so that you came out with 52% and your brother came out with 48%, or do you mean that, contrary to your first sentence, your father owned 100% of the business before his death? Second, how is the business structured?  If it's a separate legal entity, like a corporation or llc, it's easy enough to divide the equity 52% to 48%.  But if its a sole proprietorship, I don't know  how, as a practical matter, you can divide the business that way. Third, you refer to the document your father signed as a will, but wills require a great deal of formality to be valid.  Was the document properly executed and witnessed?  You should really speak to an Illinois attorney about whether the document your father signed is a valid will. Finally, assuming the document is a valid will, you apparently haven't had it probated, and you don't say how long it has been since your father's death.  Was a different will probated?  What, if anything, did you do to have your father's interest in the business transferred to you and your brother?  Depending on how long you've been operating this way, you may have waived your right, be estopped to claim, and/or have disclaimed, that your father had a will which, contrary to the way you've been operating the business for however long a period of time, left you 52% of the business, and not 50%.  The longer you wait, the more difficult it will be for you to successfully assert a claim to 52% of the business.    Incidentally, if its your brother's new wife that you're worried about, there are other ways to protect yourself, provided your brother will cooperate.  He can sign an agreement with his wife, either before or after marriage, in which she gives up any claim to the business.  He can leave his share of the business to you, not her, in  his will (although, if Illinois law is like NY law, he can't completely cut her out of his estate.)  Or the two of  you can execute an agreement providing that, if one of you dies, the other will have the right to buy his share of the business for a given amount (which doesn't have to be a set amount, it can be a formula, like 3x the prior year's net earnings, or a method, like the amount the busness is valued at by the business's accountant).  If  you pick one of these options, you'd be wise to consult a lawyer about them to make sure they're done right.... Read More

The company did not have to ask you before doing a background check, but that doesn't mean that they can use illegal means to access private information.  Public information is fair game, and a lot of information is public and easy to get.  For example, I can easily search public files to discover if you've been a party to any lawsuits.  I can find out your credit score.  I can call your former employer and see what they have to say about you.  However, that doesn't mean that I can obtain the same information by wrongful means.  Thus, they can ask your sister about your health, and if she tells them, fine.  But that doesn't mean that they can break into your doctor's office and steal your medical records.  How did they get your social security number?... Read More

In a word, yes! A lot depends on the contract, but based on your short description, you have a claim. If your agreement was for the sale of those CDs and vinyls, then you may have a claim for the lost profits as well. There may be some other issues to be addressed, for instance copyright issues. You should consult with an attorney and go through the details to get a candid assessment of your position.... Read More

If you have an ownership interest in an LLC, you are a member (as opposed to a shareholder). Your rights are determined under the Illinois Limited Liability Company Act. As a member, you have a right to access the corporate books. That is the place to start. If he is not responding to you, you should contact an attorney and have an attorney right a stern letter, informing him of your rights as a member under the law and of the consequences of not providing access. Based on the few facts you have given, it is uncertain whether you might have an "oppression" claim. An option short of an oppression claim would be an action to require an accounting. One word of caution is in order: depending on the provisions in the operating agreement (if there is one), a suit against fellow members could trigger the dissolution of the LLC. You will want to explore your rights and the ramifications of taking action carefully with an attorney before you draw any lines in the sand.... Read More

So much depends on the specific facts and circumstances, of which you have provided only a glimpse; however, you may have a legitimate claim. You should run through all of the details with an attorney who does business litigation, preferably someone who has had some experience with constructive trust principles. If I am understanding you correctly, you transferred your shares to your father, not as a gift, and not for consideration (something of value in return, like money) but for other reasons for him to hold for you, perhaps until you got your legal issues straightened out. Those basic facts, if true and without any other complications, suggest that your father holds your shares in trust for you and is obligated to give them back. Again, so much depends on the specific facts and circumstances, as well as what can be proven and what cannot be proven.  ... Read More

This is a family law question. Without any further details, I can only give a very general answer: both parents and the child have responsibility to pay for a child's college. The amount of each person's responsibility depends on each person's ability to contribute. If the parties cannot agree, any one of them can take the matter to court and have a judge make the determination.... Read More

Based on the few facts you have provided, I am not sure what you think you should do. Employees are "at will" in Illinois as a general rule. That means an employer can fire an employee for any reason or no reason at all as long as it is not a "bad" (illegal") reason (i.e.; unlawful discrimination, for whistle blowing, etc.). In this case, the employee quit rather than acknowledge sign the "write up". Absent other facts, the main issue may be whether the employee is entitled to unemployment. If the ex-employee files for unemployment, you should contest it on the basis that the employee quit and was not terminated by you.... Read More

The answer is, yes. If the creditor obtains a judgment, the creditor can record a memorandum of judgment in the recorder's office in the county in which you won real estate, and it will become a lien (a judgment lien) on your property. The lien will be behind (junior to) any other liens that were recorded first, like a mortgage. The creditor would have to file a lawsuit against you, serve you (not just mail, but personal service on you or someone in your household) and get the judgment in court. You would have the opportunity to defend the suit if you believe you have a defense. For $2000, a creditor may or may not pursue collection because it costs money to do that. A judgment lien will remain in effect for 7 years, but it can be renewed for another 7 years.... Read More

The "best" is all a matter of opinion. Who is the best drywaller? How many people have hired all the drywallers in the area to know how they compare? My advice is to find someone who has hired a patent lawyer and was satisfied with the work. If you do not know anyone, then look up attorneys on Lawyers.com and find all the attorneys in your area who do patent or intellectual property law who have a BV or AV rating, and see what they client and peer ratings are.... Read More

Yes, but you should take a look at the contract you signed with the repair shop.  It is likely that it contains what is known as a "limitation of liability" clause.  Such a provision is likely to provide something along the line of "the repair shop is not liable for any consequential damages resulting from any failure to perform except in the amount of $50."   Such a clause would obviously be a problem for you, but it may not be insuperable.  Courts do not always enforce such clauses, depending on such factors as (a) whether the clause is buried in the small print of a form contract the repair shop has everyone sign, or prominently in a fully negotiated contract; (b) how extreme the limitation is (does it limit liability to $5 or $500) compared to what the reasonably expected damages might be; and (c) other similar factors.    ... Read More

It could be. The issue is whether there was an offer, and acceptance and consideration. Faxes have been used for many, many years and have become an acceptable way of conveying information, such as intent to enter into an agreement. An agreement can formed verbally; one can certainly be formed by fax, which is much more certain than an oral agreement. There may be other facts, issues and nuances be considered to give you a definitive answer to you questions. You should take the fax documents to an attorney and get a definitive opinion.... Read More

Yes, you probably do have some recourse. Your donative intent controls what can be done with the donation. There may be issues of what that intent was at the time the donation was made, which would need to be considered. I, personally, believe you would have a good claim. I suggest you visit with a reputable attorney in your area. Unfortunately, you will be out the cost of the attorneys fees to persue it. Perhaps, a strongly worded letter from the attorney would be sufficient to dislodge the founder of the idea that he can keep it for himself.... Read More

Like many things, it depends. There are certain obligations that arise in the context of doing business that cannot be avoided by individuals, even when the business is formed as an LLC. Generally, however you are insulated from the liabilities of the business and cannot be held liable for them individually simply because you are a member of the LLC. If I am interpreting your question right, these are not liabilities of the LLC; they are liabilities of the other member - personal liabilities of his. If that is the case, your membership interest is safe. Your business is also safe. The most that the other member's creditors could do is to get a judgment against him and obtain a charging order against his membership interest. A charging order only gives his creditors the right to receive his portion of any distributions that are paid; it does not give them any control of the LLC, including the control to determine whether or when or in what amount distributions are to be made. Most people pay out salaries/wages for themselves as employees, rather than making distributions of profits. Even if you decide to make a distribution, the other member's creditor would not have any rights in your share of the distribution.... Read More

I cannot answer your question with certainty without reading the document that you reference, but I detect that you may not understand the importance and distinction and difference between you, you as president of a corporation, you as guarantor and you as shareholder. As a business owner, it is critically important to know the differences and ramifications. A corporation is a legal "person" in and of itself that can enter into contracts, like leases. Of course, a corporation operates through its directors and officers, but the "person" that is bound by a contract signed by a corporation is the corporation, not you (the shareholder/owner). When you sign a document as the president of the corporation, you are signing as an agent of the corporation. You are not signing in your individual name; you are signing on behalf of the corporation. If the contract/lease is breached, the other party must sue and collect from the corporation (not you individually). If you fail to distinguish yourself as an agent when you sign a document for the corporation, you may be bound, yourself. Thus, whenever you sign a document for a corporation you always want to indicate that you are signing in an agency capacity (like as president). If you only sign as president, you are not taking on personal liability. If you sign as guarantor, however, then you ARE taking on personal liability. You are personally guaranteeing the obligation of the corporation. Most sophisticated parties will require guaranties from the individual owners when lending money or renting space to a corporation for that reason. Thus, if you are being asked to sign the document only as the president of the corporation, you are not adding to your personal liability; but if they want you to sign as guarantor, that is a different story.... Read More

It is not an ethical issue; it is a legal one. You should see an attorney who does intellectual property, lay out all the facts and get some sound advice. Do not put it off. You may be worrying about nothing; but there may also be a reason to worry. Before you go any further down the road, get advice.... Read More