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Arieh Mordechai Flemenbaum

Arieh Flemenbaum’s Answers

127 total


  • Does placing a property in trust constitute a change of ownership?

    If a property was transferred from an individual owner to a land trust, has ownership changed?

    Arieh’s Answer

    I agree with my colleagues. From a legal and title perspective, ownership has changed. For tax purposes, generally speaking a land trust is like a grantor trust - the property is still considered held by you (and any income, deductions and depreciation should flow through to you), and upon your death, the property will pass according to the terms of the land trust/beneficiary designation (so it will not be subject to probate).

    Since it is a change in ownership/title, the "due on sale" clause could be an issue. If it is, I would also follow Ms Minchella's advice.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local real estate lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • Liens and material suppliers

    what are my rights as a material supplier to a contrator if I don't get paid can I lien the property where the materials are.

    Arieh’s Answer

    As a material supplier, in addition to common law rights, you have certain statutory lien rights under the Illinois Mechanics Lien Act. However, in order to make your claim under the Act, perfect it and enforce your rights, you will need to comply with various requirements, including sending a notice and possibly filing a lawsuit within a specific time frame. So it is imperative that you consult with a construction law or real estate attorney as soon as possible.

    We are happy to discuss this with you in greater detail. Please contact me at your earliest convenience for a free case evaluation. We can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local construction/real estate lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • Is it normal for an attorney to ask for retainer before we get attorney client agreement? Should we be able to get an estimate?

    If an attorney is asking for us to pay the $2500.00 retainer before he prepares the attorney client agreement and sends it to us is this acceptable? Also, isn't it a fair question to ask if the attorney if he can estimate the time it is goin...

    Arieh’s Answer

    Our firm does not deal with or require the "typical" retainer. Instead we require an "advanced fee" - i.e., payment in advance of a percentage of the estimated fees to complete your project. Our standard practice is to require payment of the advance fee after you sign our engagement letter (i.e., the attorney-client agreement).

    Our engagement letter describes the legal services we will provide and what are fees will be. Some matters can be handled with a flat fee, but for most matters, we charge an hourly rate. We are able to draft the engagement letter only after we have evaluated your case with you, determined and prioritized the legal services you need, and provided you with an estimate of each project or matter.

    I am happy to discuss this with you in greater detail. Please contact me at your earliest convenience for a free case evaluation. I can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local business lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • How do I challenge this non compete agreement in court in illinois

    I will neither directly nor indirectly, compete with, nor engage in any competing activities against, the business of Company X for a period of two (2) years ending July 29, 2012. I will not own, manage, operate, consult or be employed in a busine...

    Arieh’s Answer

    I agree with my colleagues - you need to consult a local lawyer to fully assess your rights.

    While in California, the courts have not "typically" upheld non-compete agreements, the issue is not as clear in Illinois. In Illinois, a non-compete agreement can be enforceable if it is a valid contract between willing parties and the restrictions imposed are reasonable and narrowly drafted. Generally speaking, (shorter) time restrictions (such as your 2 year restriction) are found to be a reasonable restriction. However, the length of time can vary depending on the circumstances. For example, depending on your role in the company, 2 years may be unreasonable. So, I would need more details to be able to assess whether your 2 year restriction is enforceable.

    Additionally, the enforceability of a non-compete also depends on whether the agreement is well drafted. As the saying goes, the "devil is in the details" and many employers rely too heavily on forms and/or "boilerplate" provisions that fail to take into account their unique circumstances. For example, it may be important when you signed the non compete agreement. If certain circumstances were not addressed, your agreement may be unenforceable for lack of consideration.

    I would also like to stress that you may not need to challenge the agreement in court. After we have had a chance to review your non compete, we may be able to advise you on a different course of action. For example, you may be able to choose to start new employment and wait for your former employer (Boback Sausage Company?) to enforce the agreement.

    I am happy to discuss this with you in greater detail. Please contact me at your earliest convenience for a free case evaluation. I can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local business lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • Question about tactics with an officer defending personally, named separately along with a C Corp.

    I am being sued as an officer of a company. The Plaintiff claims I pierced the corporate veil. I did not. The company did not answer the complaint and the Plaintiff has already filed for a default judgment. I HAVE answered Pro Per. My question...

    Arieh’s Answer

    My colleague has given you some sound advice. However, I wish to add that your concern about your fiduciary duty to the corporation and/or shareholders may be misplaced. From the information you provided, your defense of an alter ego claim should not breach your conifentiality or fiduciary obligations - as long as you are not disclosing proprietary information.

    The information you need to successfully defend an alter ego claim should be limited to showing that the corporation has complied with certain corporate formalities - i.e., annual report filings, resolutions by the shareholders and board showing you were authorized to act on behalf of the corporation, and perhaps some bank records to show that the funds were not co-mingled with any personal funds (which your attorney should request be presented under seal to protect the corporation's privacy). I caution you that you need to review this with a business attorney to identify your obligations and determine what if anything you need to disclose violates your obligations.

    I also wish to point out that as a corporate officer, you may be provided with a defense at the corporation's expense. In general a corporation usually carries "D&O" or directors & officers indemnification insurance to cover such claims. You should check with the corporation and/or the corporation's insurance agent about its insurance coverage. However, you may still want to have your own lawyer to protect your interests, which may not be perfectlyaligned with those of the corporation.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local business lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • Purchased equipment that came w/5yr software contract. Software business sold to new co. New co. is charging annual fee for it

    A few months ago our medical business bought a patient education system that included a computer, several monitors, and the patient education software itself. Our contract included 5 years of a software subscription called "topic of the month". ...

    Arieh’s Answer

    I agree with my colleague. The key factors in determining your rights can found in your contract with the original company. Additionally, the bankruptcy of the original company may also impact your rights and those of the new company. So, I would need more information to be able to assess what contractual rights you have and what rights (if any) you may have in the software.

    I am happy to discuss this with you in greater detail. Please contact me at your earliest convenience to schedule an appointment. I can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local business lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • What do you need to do to transfer all shares (sell all) of a small 1 shareholder C corporation in Illinois to somebody else?

    Is there a form that needs to be filed with the secretary of state for this purpose?

    Arieh’s Answer

    I agree with my colleagues that the actual paperwork needed to transfer the shares is very limited and can be completed quickly and efficiently. However, there is a little more to transferring the all of the shares of a corporation. For instance, in a stock sale, the buyer is assuming all of the liabilities of the C corporation, including any unpaid federal and Illinois employment (and unemployment) and sales taxes.

    There are ways to reduce the risk, such as the buyer doing some due diligence and hiring a good business attorney to draft a purchase agreement that contains the appropriate warranties, indemnifications and limitations to the assumed liabilities.

    I am happy to discuss this with you in greater detail. Please contact me at your earliest convenience to schedule an appointment. I can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local business lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • Non-compete & non solicitation Agreement

    Is it possible to include a clause in a non-compete/non-solicitation contract that would void the contract if the company was sold? Any information would be helpful. thanks

    Arieh’s Answer

    I agree with my colleague. Generally, since a non-compete/non-solicitation agreement is a contract between willing parties, you can include any clause that the parties agree on (and which is not illegal or violates the public interest). So you should be able to include a clause that restricts or eliminate the non-compete and/or non-solicitation provisions upon the sale of the company. However, the "devil is in the details" - so to draft the agreement and describe your clause properly, I would need more details. For example, what role do you have in the company- i.e., would a buyer want to retain you or restrict your ability to compete if you leave after the sale? What do you mean by the sale of the company - when would the clause be triggered? What if the owner sold only stock, sold only 49% of the company or sold a portion of the company in a series of transactions to several buyers?

    I am happy to discuss this with you in greater detail. Please contact me at your earliest convenience to schedule an appointment. I can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local business lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • Attorney who had possession of Will has died and it is unknown if anyone took over his files? How do we file the will?

    My grandmother recently passed away. My mother has a copy of the will, but only signed by my grandmother. The attorney who drafted the will kept the original. However, the attorney has since passed away and we can't find out whether anyone took...

    Arieh’s Answer

    I am a Chicago probate attorney and I believe I can help you. Please contact me at your earliest convenience to schedule an appointment. I can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local probate lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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  • Our business require a legal advisor or lawyer to handle the charge backs of any transaction made on a credit card. ?

    Our nature of business is telephonic sales. We sell out travel packages all over in (Canada , UK and US). We are affiliated with a travelling agency which is in Florida.

    Arieh’s Answer

    I am an attorney licensed in both Illinois and Florida and many of clients conduct business on national and international scale. So, I believe I can help you. Please contact me at your earliest convenience to schedule an appointment. I can be reached at 312-236-8110.

    This answer is for informational purposes only and is not intended to be legal advice nor does it establish an attorney-client relationship. You should consult a local business lawyer to obtain legal advice that is tailored to your circumstances and facts. Good luck to you.

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