Justia Business Law Opinion SummariesArticles Posted in Supreme Court of Illinois
Indeck Energy Services, Inc. v. DePodesta
Indeck develops, owns, and operates conventional and alternative fuel power plants. DePodesta, Indeck's vice president of business development, had overall responsibility for Indeck’s electrical generation project development efforts. Dahlstrom was director of business development. DePodesta and Dahlstrom had signed confidentiality agreements.In 2010, Dahlstrom founded HEV, a consulting firm that develops electrical power generation projects. DePodesta later became a member of HEV. In 2013, DePodesta, Dahlstrom, and HEV formed an LLC to develop natural-gas-fired, simple cycle power plants in Texas. The two subsequently copied and removed from Indeck’s premises thousands of documents and files. DePodesta resigned from Indeck on November 1, 2013, and Dahlstrom on November 4. They did not tell anyone at Indeck that they intended to pursue an opportunity with a new LLC. In 2014, Indeck filed suit, alleging breach of the confidentiality agreements and fiduciary duties,” seeking injunctive relief and disgorgement.The Illinois Supreme Court affirmed in part and reversed in part. Indeck’s confidentiality agreement was unenforceable as overbroad and Indeck failed to prove it had sustained injury based on any breach. Any profits from breaches of fiduciary duty after the defendants were speculative; there was no identifiable fund traceable to those breaches, so a constructive trust was not available. However, defendants breached their fiduciary duties during their employment and were required to disgorge their salaries. Indeck failed to prove the injury necessary for its claim of usurpation of a corporate opportunity. View "Indeck Energy Services, Inc. v. DePodesta" on Justia Law
West Bend Mutual Insurance Co. v. Krishna Schaumburg Tan, Inc.
Sekura purchased a membership from Krishna that gave her access to L.A. Tan’s salons. Her membership required Sekura to provide Krishna with her fingerprints. Sekura filed a class-action lawsuit against Krishna, alleging that Krishna violated the Biometric Information Privacy Act: because it “systematically and automatically collected, used, stored, and disclosed their [customers’] biometric identifiers or biometric information without first obtaining the written release required by 740 ILCS 14/15(b)(3) … systematically disclosed ... biometric identifiers and biometric information to SunLync, an out-of-state … vendor and … does not provide a publicly available retention schedule or guidelines for permanently destroying its customers’ biometric identifiers and biometric information as specified by the [Act].” The complaint also alleged negligence and unjust enrichment. Krishna tendered Sekura’s lawsuit to West Bend, its insurer.West Bend sought a declaratory judgment that it did not owe a duty to defend Krishna against Sekura’s lawsuit. The trial court entered a judgment for Krishna. The appellate court and Illinois Supreme Court affirmed after construing the policy terms “personal injury or advertising injury,” “publication” of material, and violation of Sekura’s “right of privacy” to conclude that the allegations in Sekura’s complaint fall within or potentially within West Bend’s policies’ coverage for personal injury or advertising injury. A “violation of statutes” exclusion in the policies does not apply to the Act. View "West Bend Mutual Insurance Co. v. Krishna Schaumburg Tan, Inc." on Justia Law
Leibowitz v. Family Vision Care, LLC
Cahill was the office administrator for the Family Vision optometry practice and handled insurance billings. She left her employment and filed for bankruptcy protection. About 90% of Family’s revenue came from claims submitted to VSP, which covers claims from optometrists only if they have “majority ownership and complete control” of their medical practices. VSP disburses payments after the provider signs an agreement certifying itself as “fully controlled and majority-owned” by an optometrist. At the time Cahill was submitting Family’s claims, the practice was actually owned by a practice management company with more than 150 surgery centers and other medical practices.About a year after Cahill left Family, the trustee of Cahill’s bankruptcy estate sued under the Insurance Claims Fraud Prevention Act, 740 ILCS 92/1, which added civil penalties to existing criminal remedies for fraud against private insurance companies and allows a claim to be raised on the state’s behalf by a private person (relator), in a qui tam action. The relator becomes entitled to remuneration if the lawsuit succeeds. A relator must be an “interested person” but the Act does not define that term.The Illinois Supreme Court affirmed the reinstatement of the case. A former employee-whistleblower with personal, nonpublic information of possible wrongdoing qualifies as an “interested person” under the Act and need not allege a personal claim, status, or right related to the proceeding. The state need not suffer money damages to partially assign its claim to a relator. The Act is intended to remedy fraud against private insurers, where the only injury to the state is to its sovereignty, based on a violation of criminal law. View "Leibowitz v. Family Vision Care, LLC" on Justia Law
Department of Human Rights v. Oakridge Healthcare Center, LLC
In 2014, a $30,880 judgment covering backpay and pre-judgment interest was entered against Oakridge Nursing & Rehabilitation Center, LLC, for its age and disability discrimination against a former employee, in violation of the Illinois Human Rights Act, 775 ILCS 5/1-101. Oakridge Rehab had already gone out of business and transferred the assets and operation of its nursing home facility to Oakridge Healthcare Center, LLC in 2012. Unable to enforce the judgment against Oakridge Rehab, the state instituted proceedings to enforce the judgment against Oakridge Healthcare.The Illinois Supreme Court ruled in favor of Oakridge Healthcare, declining to adopt the federal successor liability doctrine in cases arising under the Human Rights Act. The court noted four limited exceptions to the general rule of nonliability for corporate successors and declined to apply the fraudulent purpose exception, which exists “where the transaction is for the fraudulent purpose of escaping liability for the seller’s obligations.” The court stated that it is within the legislature’s power to abrogate the common-law rule of successor nonliability or otherwise alter its standards through appropriately targeted legislation for employment discrimination cases. View "Department of Human Rights v. Oakridge Healthcare Center, LLC" on Justia Law
Whitaker v. Wedbush Securities, Inc.
In 1987, Whitaker opened commodity futures trading accounts that eventually were assigned to Wedbush. Whitaker did not enter into a new customer or security agreement with Wedbush. Wedbush held Whitaker’s funds in customer segregated accounts at BMO Harris, which provided an online portal for Wedbush to process its customers' wire transfers. In December 2014, Wedbush received emailed wire transfer requests purporting to be from Whitaker but actually sent by a hacker. Wedbush completed transfers to a bank in Poland totaling $374,960. Each time, Wedbush sent an acknowledgment to Whitaker’s e-mail account; the hacker apparently intercepted all email communications. Whitaker contacted Wedbush after receiving an account statement containing an incorrect balance. After Wedbush refused Whitaker’s demand for the return of the transferred funds, Whitaker filed suit seeking a refund under the UCC (810 ILCS 5/4A-101). The circuit court rejected the UCC counts, stating that Wedbush had not operated as a “bank” under the UCC definition. The appellate court affirmed.The Illinois Supreme Court reversed, rejecting an argument that an entity may not qualify as a bank if it does not offer checking services. Courts construe the term “bank” in article 4A liberally to promote the purposes and policies of the UCC. The term “includes some institutions that are not commercial banks” and that “[t]he definition reflects the fact that many financial institutions now perform functions previously restricted to commercial banks, including acting on behalf of customers in funds transfers.” View "Whitaker v. Wedbush Securities, Inc." on Justia Law
Accettura v. Vacationland, Inc.
Plaintiffs purchased a recreational vehicle (RV) from Vacationland for $26,000.25. When it leaked during a rainstorm, they brought it in for repair. When it leaked again, causing extensive damage, they brought it back. A little more than two weeks after they dropped it off the second time and without a timetable for when the vehicle would be repaired, they told the seller that they no longer wanted the RV and asked for their money back. Plaintiffs sued, citing revocation of acceptance under the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act, 15 U.S.C. 2310(d); breach of implied warranty of merchantability under the Magnuson-Moss Act; revocation of acceptance and cancellation of contract under Illinois’s adoption of the Uniform Commercial Code; and return of purchase price under the UCC. Defendant argued that plaintiffs’ failure to give it a reasonable opportunity to cure was fatal to their claims. The circuit court granted the defendant summary judgment. The appellate court affirmed. Plaintiffs sought review of the revocation of acceptance claim under the UCC (810 ILCS 5/2- 608(1)(b)). The Illinois Supreme Court reversed. The plain language of subsection 2-608(1)(b) does not require that the buyer give the seller an opportunity to cure a substantial nonconformity before revoking acceptance. View "Accettura v. Vacationland, Inc." on Justia Law
Citibank, N.A. v. Illinois Department of Revenue
Citibank provided sales financing to Illinois retailers who offered customers the option of financing their purchases, including the amount of Illinois tax due on the purchases. Citibank originated or acquired consumer charge accounts and receivables from the retailers on a non-recourse basis. When a customer financed a purchase using that account, Citibank remitted to the retailer the amount the customer financed, which included some or all of the purchase price and the sales tax owed based on the selling price. The retailers then remitted the sales tax to the state. Under the agreements between Citibank and the retailers, Citibank acquired “any and all applicable contractual rights relating thereto, including the right to any and all payments from the customers and the right to claim Retailer’s Occupation Tax (ROT) refunds or credits.” Citibank filed a claim for tax refunds under 35 ILCS 120/6 for ROT taxes paid through retailers on transactions that ultimately resulted in uncollectible debt. The Department denied Citibank’s claim. The Illinois Supreme Court reinstated the denial, noting the legislature’s clearly expressed preference in the statutory framework for reporting, remission, and refund only through the retailer. Sophisticated lending institutions no doubt anticipate the eventuality of default and can order their commercial relationships accordingly. View "Citibank, N.A. v. Illinois Department of Revenue" on Justia Law
Aspen American Insurance Co. v. Interstate Warehouseing, Inc.
Aspen American Insurance sued, claiming that the roof of a Michigan warehouse owned by Interstate had collapsed, causing the destruction of goods owned by Aspen’s insured, Eastern Fish. The complaint alleged that Interstate “maintain[s] a facility in or near Chicago.” Interstate acknowledged that it owns a warehouse in Joliet, Illinois. Interstate, an Indiana corporation, unsuccessfully moved to dismiss the complaint for lack of personal jurisdiction. The appellate court affirmed. The Illinois Supreme Court reversed. Aspen did not show that Interstate’s contacts with Illinois render it at home in that state under subsection (c) of the long-arm statute, 735 ILCS 5/2-209. While a foreign corporation must register with the Secretary of State and appoint an agent to accept service of process in order to conduct business in Illinois, absent any language to the contrary, the fact that a foreign corporation has registered to do business does not mean that the corporation has waived due process limitations on the exercise of personal jurisdiction, including with respect to cases that are completely unrelated to the corporation’s activities in Illinois. View "Aspen American Insurance Co. v. Interstate Warehouseing, Inc." on Justia Law