Freed v. Weiss

Freed and Weiss were the sole managing members of a legal practice, CLG. Freed claims to have provided CLG’s operating capital through loans of $12 million. Under the partnership agreement between the two, Freed was entitled to repayment before CLG could make distributions to other members. According to Freed, shortly after he received partial repayment from CLG in 2011, Weiss began taking steps to terminate Freed’s control of CLG and to create a new limited liability company without him, by moving CLG funds held by Chase into other accounts, to which Freed lacked access. Freed demanded that Chase freeze CLG accounts. Freed contends that Chase employees informed Weiss, who then removed all funds from Chase. Freed sued Weiss in state court, alleging improprieties primarily regarding access to records and funds, breach of fiduciary duties and of the partnership agreement, and seeking a declaration of voluntary termination of CLG. Weiss counterclaimed, seeking to expel Freed from CLG. Freed sued Chase claiming that Chase facilitated Weiss’s unauthorized transfer, tortious interference with contractual rights, and aiding Weiss’s breaches of fiduciary duties. The suit was removed to federal court and Chase brought third-party claims for indemnity or contribution. Freed filed suit in federal court against Weiss, his father, and CLG, asking the court to force CLG to purchase Freed’s distributional interest. The district court found that abstention in the federal court cases was proper and stayed both pending the outcome of the state court proceedings. The Seventh Circuit agreed.View "Freed v. Weiss" on Justia Law