Business Transactions & Commercial Litigation
Contracts and Commercial Transactions • Commercial Litigation • Creation of Business Entities • Partnership Formation and Dissolution • Sale or Purchase of Business • Partnership Disputes • Non-Competition Agreements • Construction Contracts • Construction Disputes • Vendor Disputes • Employer/Employee Relations and Disputes •
If you own or operate a business, you know the value of sound legal advice.
Your decision to sign a contract, hire or fire an employee, build or buy an office, or undertake countless other actions can have important legal consequences for you and your business. At Gates Wise Schlosser & Goebel, we provide detailed and frank legal advice so that businesses can make confident and informed decisions.
We have advised and represented businesses engaged in a wide range of industries, such as construction, telecommunications, insurance, banking, trucking, wholesale and retail sales, automotive sales and service, real estate development, restaurants and food service, beverage distribution, oil and mineral production, and medicine/healthcare. We are eager to put our expertise to work for you and your business.
“I don’t want a lawyer to tell me what I cannot do; I hire them to tell me how to do what I want to do.” – J.P. Morgan
We think J.P. Morgan got it right. While our advice and efforts are comprehensive, we keep in mind that no one knows the business like the people who own it and run it. We take the time to understand the customs and vocabulary of our client’s industry or field so that our advice is relevant to each client’s particular goals. We give our clients the information, options, risks, and rewards associated with legal issues, but we never presume to make business decisions for our clients.
We are at home both at the negotiating table and in the courtroom.
No businessperson wants to end up in a dispute or in litigation. However, such disputes are inevitable, even for the most well managed company. When litigation seems imminent, some traditional lawyers bow out. Not us. We have the training, experience, and courage to handle even the most complex and acrimonious commercial battles. We have successfully litigated a broad spectrum of business matters before state courts, federal courts, and administrative agencies.
While we never shy away from litigation, we also recognize the economic realities of business disputes. We know our clients would rather concentrate on running their business instead of dealing with litigation. So, we start every case with an assessment of the strengths and weaknesses of our position and of the potential for mediation and negotiated resolution. We have found that there is no substitute for a well prepared, aggressive, but dispassionate advocate when the time comes to make a deal. Indeed, some of our biggest “wins” have been at the negotiating table.
Our experience is broad but the results are specific.
The best way to explain this statement is through a summary of a few representative cases.
Creation/Maintenance of Business Entities.
A husband and wife had built a successful business, however, to grow the business, they needed to hire additional staff and purchase expensive equipment. It was clear that it was time to move past the “mom and pop” structure. We met with the owners, gathered details about their business operation and learned their vision for the future. We discussed partnerships, sub-s corporations, sub-c corporations, limited liability companies and limited liability partnerships. Based on our more than 30 years of experience in this area, we suggested a straightforward sub-s corporation. We then prepared and filed the proper paperwork, drafted the corporate by-laws, issued the stock and handled the transfer of assets into the corporation . But we did not stop there. We also taught this couple how to maintain the corporation and its records so that they no longer needed a lawyer for these tasks. More importantly, they could then focus on what they did best – run their business.
Sale of a Business.
A gentleman with a very successful, multi-location construction services business received an offer from a regional conglomerate. Our client’s children were not interested in continuing their dad’s business and he decided to sell. We gathered information about the buyer, identified the legal risks involved in the sale and drafted a comprehensive sales contract. We worked closely with our client’s accountant to minimize the tax consequences of the sale. Having 30 years of experience in such sales, we were able to obtain terms favorable to our client, and with proper preparation, the sale went off without a hitch.
Enforcement of Non Compete Agreements.
Our client hired a salesman who had previously worked for a competing company. The competition filed suit against this employee and against our client asserting that the salesman was barred from working for our client due to a non-compete agreement. As we had litigated many non-compete cases in the past, we were very aware of recent Supreme Court rulings that suggested that the agreement was unenforceable under Illinois law. We assembled the necessary witnesses, documents, letters and records, as well as the detailed information regarding this particular industry. The court dismissed the lawsuit, finding the non-compete to be void. (As a side note, the competition of our client ended up retaining us as their lawyer for its general business transactions).
On the other side of the coin, a client in the retail business retained us to draft their employment agreements. They wanted non-compete agreements for the senior staff. Since we had previously litigated the enforceability of such agreements, we were able to prepare agreements that would stand up to a legal challenge.
Construction Disputes.
A family contracted with a builder to construct their dream home. The family discovered serious defects in the construction methods. The contractor took the position that the methods followed were proper and the defects were within acceptable ranges. We were hired by the family. Since we have represented reputable builders for 30 years, we were able to grasp the technical issues and we had access to qualified experts to testify as to the defects. We attempted to settle this case but the builder was unwilling to acknowledge the faults in the work. We tried the case and the court entered a judgment against the builder for all damages suffered by our client.
An experienced and successful subcontractor performed extensive work on a large commercial building. The building’s owner refused to pay for the work done and raised all sorts of defenses. We were hired to collect the money owed. We quickly assembled the records and obtained opinions from qualified experts. When faced with our evidence, the building’s owner relented and paid the amount owed.
Trademarks.
Our client owned several restaurants. He realized that his menus, the name of his business and the decorations on his sign had become valuable in their own right. We were retained to draft, file and prosecute the registration of his trademark with the U.S. Patent & Trademark Office so that he could protect his business and possible franchise. Since we had represented the client for many years, and had taken the time to understand his business, we were able to get the broad protection he needed.
One of our clients received a cease and desist letter from attorneys in California. That letter claimed that the name of our client’s store infringed a registered trademark of an Arizona corporation. If that claim were legally enforceable, our client’s business would have been in serious trouble. We investigated the trademarks and determined that the trademark was defective. When the California attorneys were faced with our threat to have the trademark invalidated by the U.S. Patent & Trademark Office, a settlement was reached that allowed our client to continue its longstanding use of the business name.
Dissolution of Businesses.
Two brothers created a professional business. Unfortunately, over time, disagreements between the owners began to seriously harm the business. We were hired by one of the brothers to dissolve the business such that our client could restart on his own. By the time we got involved, the disagreements had reached a point where no settlement was possible, so we filed suit. Our attorneys have undergraduate degrees in economics, finance and business administration and experience in these fields before attending law school. Therefore, we were able to understand the complex financial issues in the dissolution and were able to explain those to the judge. The court ruled in our client’s favor and he and his children were able to take over the business and are running it still.