At Neschis & Tolitano, we understand the effect that business disputes can have on a company. Disputes often arise out of one party’s failure to perform their obligations under a contract. It is, therefore, crucial to any business that its contracts be drafted and negotiated to adequately protect its interests. We work with our clients to negotiate contracts to make sure that their interests are protected. However, when parties with which our clients contract fail to perform their obligations, we aggressively and effectively pursue recovery for our clients by filing breach of contract actions. Likewise, if our clients are accused of breaching a contract, we forcefully defend them in litigation.
Business disputes can also arise out non-contractual duties. For instance, directors, managers, officers, and employees owe fiduciary duties to their companies. Those fiduciary duties may include the duty not to compete, the duty to refrain from taking advantage of opportunities that are within the company’s line of business, the duty to avoid conflicts of interest, the duty not to misappropriate the company’s assets, and the duty to act fairly when dealing with the company. When a business has been injured by a breach of fiduciary duties owed to it, the company has a right to sue to recover damages that it sustained as result of the breach. In cases in which the breach is causing continuing harm, the company has a right to sue to prevent continued injury through the issuance of an injunction. We are experienced in the type of litigation necessary to protect businesses and business owners from improper conduct by fiduciaries.
However, we also understand that, while fiduciary duties are an important safeguard and are necessary for protecting a company’s interests, an action that may further a fiduciary’s personal interests is not necessarily a breach of fiduciary duty. Actions which may be benefit a director, manager or officer personally may also further a legitimate business purpose or be otherwise justified. Additionally, directors and managers who act in good faith must be given latitude in how they manage the business. Therefore, we also defend directors, managers, officers, and employees accused of breaching their fiduciary duties.
Competition between businesses also often leads to litigation. In some situations, competition can be improper. Where a competing business improperly and without justification interferes with a company’s contracts or its relationships with its customers, the company that was harmed by the improper interference may have a claim for tortious interference with contractual or business relationships. Where a competitor improperly misappropriates a company’s trade secrets, the company may have a claim for violation of the Illinois Trade Secrets Act and the Federal Defend Trade Secrets Act. Where the improper competition is the result of a former employee violating provisions of an employment agreement in which the employee agreed not to compete, not to solicit customers or employees, or not to disclose confidential information, the company may be entitled to relief for violations of the employee’s agreement. Where the unfair competition is causing continuing harm to the business, in addition to suing for money damages, the company has the right to seek an injunction to stop the improper interference.
We protect our clients’ rights to have their relationships with their customers free from improper interference and from having their trade secrets stolen by competitors by filing lawsuits to obtain injunctions and recover money damages. However, companies and individuals have a legitimate right to compete when that competition does not involve improper activity. Therefore, we also protect our clients’ rights to legitimately compete in the marketplace by defending our clients against unfounded lawsuits alleging improper competition.
We understand that the expense and uncertainty of litigation can have a significant impact on a company’s bottom line. Our primary objective in all litigation is to protect our clients’ legal and business interests. We, therefore, work with our clients to evaluate the potential costs, risks and rewards prior to commencing litigation. Whenever possible, we explore a negotiated resolution or alternative means of dispute resolution. However, we recognize that there are disputes that must be resolved through litigation. Because we have extensive business litigation experience, if litigation becomes necessary, we are able to assert and protect our clients’ interests. We handle all phases of litigation including trials, enforcement of judgments, and appeals.
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