Illinois Business Legal Questions

We would need more information how you have "been discriminated?"   We would need a short story of what happened to you, in order to determine what you mean by "reasonable accommodation."   Based on the information you provided, we are unable to make any "reasonable suggestions."... Read More

Based on your narrative, if he signed the titles to the trailers over to you, and you titled them in you name, there is not much he can do, unless he obtains a court order.  It is unlikely he would be able to convince a judge that you breached your agreement.  If you purchased his share of the semi-trailer, keep a copy of the checks/receipt in a safe place, in case you are challenged.  It does not sound as if your need an attorney at this time. This sounds as if the seller now has second thoughts about selling the semi-trailers.  He is just trying to extract more money from you, and based on what your wrote, he has no basis to do so.  ... Read More

This sounds as if it has the makings of a Class Action Lawsuit in Federal Court.  If you only have a few people (approximately under 30 people) who want to join in a lawsuit, the Plaintiffs are joined together.  However, if there are many people, who had identical injuries (paying for something that was suppose to be free), it has the makings of a Class Action Lawsuit.   The suit would need to be certified first by the Judge before it moves foward.  Many litigation attorneys are open to Class Action Lawsuit.  ... Read More

I certainly hope you did not commit or sign any agreement that you would contribute $75,000 for this project.  It is not a question if the inventor should contibute.  It comes down to what you can negotiate.  First of all, you are inventor.  If they want your product, you can control the negotiations.   In order to make this work for you, change the terms.  For example, let them know that you are willing to accept 25% of the equity in exchange for zero contribution.  Once you start negotiating you should be able to find a solution that works for you.  ... Read More

You can't use trademarked or copyrighted material for commercial purposes without permission from the owner of the trademark/copyright rights, which whill generally only give permission if they are paid.  The idea is that the creator of the work is the party who is entitled to profit from it, and some stranger can't piggyback on that creator's efforts to make money while cutting the creator out.  I have no idea what K-drama is, but I'm pretty sure that  any quotes from it would be protected by copyright law.  I'm also pretty sure that BTS will be trademarked, and I'm certain that Charlie Brown is. ... Read More

Assuming that you are not, individually, the owner of the operating llc, you are the owner of its owner, but of course since you control it you can make yourself an employee, officer, etc.  Just be careful to observe the proper formalities (e.g. don't commingle money, always sign contracts and other documents showing that you're acting for the operating llc and not individually or for the holding llc, etc.) so that neither you nor the holding compamy become liable for the operating llc's obligations..... Read More

Your question omits two crucial facts.  1, is Company B an independent legal entity, such as a corporation or limited liability company?  Since you're writing about companies acquiring or being acquired, I will assume yes.  The second question is then whether Company A acquired the equity of Company B, i.e. (if B was a corporation) acquired the shares of Company B stock thereby becoming the new owner of Company B?  Or did it acquire the assets of Company B, i.e. buying the inventory, leases, intellectual property, goodwill, etc.  Of course, transactions like this can be structured in many different ways to accomplish the results which the participants want, including structures which are part equity sales and part assets sales, but in general if Company A acquires Company B's stock, Company  B remains the owner of all of its prior assets, including patents, and remains liable on all of its obligations, including employment contracts, it is just that Compnay A, as the new owner of Company B, will feel the economic impact of these transactions instead of the prior owners of Company B.  If Company A just acquires the assets of Company B generally would not be responsible for Company B's obligations, and whether it would now own Company B's patents, or Compnay  B's employment contracts (to be responsible for the obligations thereunder) would depend on whether those assets were included in the sale.. ... Read More

Yes, assuming that you personally own the trademark.  Any non-exampt assets can be used to satisfy a judgment, although the procedures where the asset is intangivle, such as a trademark, are generally a little more complicated.  Indeed, intellectual property is often used as collateral for a loan. Generally, a judgmetn creditor (unless you have a contract which allows it, the people to whom you owe money could not do anyting with your trademark until they sued you and obtained a judgment against you) would go throught the appropriate process to haveyour asset (whether it be a trademark, a car, a parcel of real property, etc.) to be auctioned off.  The proceeds of the auction would be used to pay various fees, like the fees of the auctioneer, and the judgment.  If there is anything left over, it would go to you.  The same process would apply to any business entity you owned, so that if you caused a corporation you owned to own the trademark, the judgment creditor would cause the stock of the corporation to be auctioned off.   All of this really doesn't mean much at this point, since the trademark probably has no value yet.... Read More

You can have them all under one name and one umbrella using any of these forms (d/b/a is not a form, it simply means doing business as; any type of business structure, whether it be corporate, sole proprietership. llc, etc. can use a d/b/a).  The difference is that in a sole proprietorship, the owner is personally responsible for the liabilities of the business.  In a corporation or llc, the entity alone is obligated (assuming tha the entity is operated properly and the owner has not personally guaranteed any obligation). If you have all of the businesses owned by the same person or entity, the businesses will be considered as one, and will each be responsible for each other's obligations.  Thus, if you form ABC llc to own each of the businesses, and one business has an auto accident for which it is liable, not only that business's assets but all of the businesses; assets will be used to pay that obligation. For this reason, you may wish to form a holding entity.  For example, you might have each business owned by a different llc, and a separate llc owning the other llcs.  This will cost you some money to set up, but if you have assets you want to shelter, you may want to consider this or some similar structure where the businesses are all operated by separate entities and owned by an entity, so that your personal assets are protected, and the assets of one business will not be used to pay the obligatiohons of another.... Read More

I assume that was a typo and you meant "employer", not "employee."  Assuming there is no contract in place requiring your employer to give you a raise without finishing the coursework, and the employer is not discriminating against you based on a reason prohibited by statute (i.e. if you are female, he has given a raise to all males in your position without the need to do the coursework, but is applying that requirement only to you, or only to females) yes.  Your employer is under no obligation to give you a raise, and can make it conditional.... Read More

Let me get this straight.  You never ordered or paid for the item.  The seller made a mistake by shipping it to you.  It corrected hat mistake by picking up the item.  All of this cost you nothing.  Yet you think that you should get the item that you never ordered or paid for for free.  Am I missing something?  If you had sent double payment for one item by mistake, do you think the seller should be able to keep the extra money?... Read More

It sounds as if you want to use the name of the company you are purchasing. As part of your purchase you should buy the name of the selling business and require the seller to change its name at closing. After closing, you may change the name of your company to the name of the purchased company.... Read More

"Goodwill" refers to intangible business assets relating to the likelihood of returning business.  Depending on the nature of the business, the business name could be an element of goodwill, as could the location, customer list, telephone number, website, or any other intangible asset which makes it more likely that a customer will do future business with that business rather than with a competitor.  As for who gets that portion of the price allocated to goodwill, the short answer is whomever the contract provides that it goes to.  However, if you're asking what's fair, that depends on what particular elements making up goodwill in the particular situation, and whom those elements belong to.  For example, if the buyer is most interested in the location, that element is owned by the land owner.  If the buyer is most interested in the phone number, that element is probably owned by the lessee.  There's no reason why the goodwill portion of the purchase price can't be allocated amongst more than one party. In many states (don't know about IL), the sale of goodwill creates (absent an express term in the contract of sale) a duty on the part of the seller not to impair the goodwill he/she/it has sold, which bars it from engaging in some types of competition.... Read More

Different structures may be better or worse depending on a lot of factors, including estate tax laws, the size of the business, what regulations it is subject to, etc.  However, one way of attacking the problem is to provide a mechanism for dealing with a deceased shareholder's stock in the shareholders' agreement.  You can provide that it passes to his/her family, or is to be purchased by the remaining shareholders or the corporation (at either a set price or with a set formula for calculating the price), etc.  Often a close corporation takes out life insurance policies on its shareholders for the express purpose of providing enough funds for the corporation to buy back a deceased shareholder's shares.  The problem with this method is that it is somewhat inflexible, because, unlike a will, it probably can't be changed without the agreement of at least a majority of shareholders.  A lot of things can change before a shareholder dies, including the extent to which all shareholders' are friendly and on the same page. Also, I'm not sure that this answers your question about probate.  The fact that a decedent's shares pass outside of a will, i.e. by a method set forth in the shareholders' agreement, does not necessarily mean that his/her will does not have to be probated, but it should avoid the problem of having ownership of the business in limbo while probate is going on.... Read More

The profits of c corporations are not considered income to the shareholders until and unless they are distributed in the form of dividends or otherwise.  However, the corporation would be taxed on this income.  In fact, one of the major drawbacks to using the corporate form is that there is double taxation - the corporation pays tax on its profits, and the shareholders then pay tax again when those profits are distributed to them.... Read More

Not sure what your question is, but whether you get to just "walk away" or not is not up to you; if the woman sues you, you will have to defend the suit.  Based on the facts as you've presented them, you should win, but with no documentation, it may wind up being her word against yours. Incidentally, you say you had no contract.  You had at least two.  The first contract was to sand the woman's floors for an agreed sum of money.  The second contract (or it could be considered a modification of the first) was to settle the dispute you had with your customer who thought  you didn't do a good job - you agreed to give up your claim to be paid for your sanding work in exchange for her agreeing to give up her claims based on your allegedly incompetent services.  Assuming the Court believes that you entered into such a settlement agreement, your customer appears to have no basis to rescind it, and you should win your case.... Read More