INTEROFFICE MEMORANDUM OF LAW
TO: Attorney at Law
FROM: Paralegal
DATE: July 22, 2018
CASE: In Re: Text Buy
OFFICE FILE NUMBER: 01-2345
DOCKET NUMBER: 06-78910
RE: Causes of action and remedies
available under Illinois law
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TABLE OF CONTENTS
PAGE
TABLE OF AUTHORITIES………………………………………………………………….
SUMMARY OF ISSUES AND CONCLUSIONS……………………………………………
STATEMENT OF ASSIGNMENT…………………………………………………………...
FACTS…………………………………………………………………………………………
ANALYSIS…………………………………………………………………………………….
Statement of Assignment
Our clients, Jake and Susan, has asked our firm, Dowee, Cheatam, and How, for advice and possible legal
representation from Ira Latterby, Attorney at Law. Ira Latterby asked me to research Illinois law to
determine what causes of action Jake & Susan may have to deal with as business owners, and how the
issues will be resolved.
Facts
Jake and Susan own and manage a textbook resale business called “Text Buy”. After having operated the
business for a year, they hired an attorney to form an LLC called Text Buy, LLC. The attorney filed the
Articles of Organization for the LLC but a mistake was made. The secretary of state sent notice of the
mistake but Jake and Susan never received this notice. The attorney also filed a federal trademark
application for the word mark “Text Buy” which is still being reviewed by the Patent and Trademark
Office.
Jake and Susan are students at the University of Illinois and have been operating their business out of
their dorm room taking phone orders. On one occasion Tony, the resident assistant for Jake and Susan’s
dorm, stopped by Jake and Susan’s dorm room and ask them if 4 they could give him a “real deal” on the
text, “Introduction to Advanced Alchemy,” which was a required text for a class Tony was taking. Jake
and Susan were able to locate this text on the black market and sold it to Tony for a fraction of its actual
value.
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Jake and Susan now want to expand to the internet in order to distribute nationally. However, someone
already owns the domain name, textbuy.com. The owner of the website is not using it for anything. When
you go to the website it says “under construction”.
Jake and Susan are busy enough to have a couple of employees as well as a friend that has invested some
money in the company in exchange for a share of the profits. However, Raul, an employee, was recently
fired because he spent more time on Facebook than he did taking phone orders. Raul thought it would be
clever to act like he was still an employee and he did so by taking text book orders totaling over $2,000.
He used the money to take his girlfriend to the Bahamas for spring break. Before leaving for the Bahamas,
a few students had contacted the company to confirm the orders they had placed through Raul but the
company had no record of those orders. The company nevertheless fulfilled the orders and sent the
students a bill. The company never tried to contact Raul, the ex-employee. After further research into the
case-file, Raul was in the United States on a student visa.
Jake and Susan sometimes relied on their investor friend, Jerome, to take care of business for them. They
had specifically given Jerome permission to buy some used textbooks from a local distributer named “Use
‘em or Lose ‘em Books”. That order fell through so Jerome took it upon himself to make a deal with
another distributor based in China. Jerome ordered 5,000 books without doing his homework. When the
books came in, they were all photocopies of original books. Theresa, one of the Text Buy employees, who
had recently complained to Jake and Susan that she was underpaid, signed off on the order from China and
immediately began to fill used text book orders with the books from China.
When Jake and Susan discovered what Theresa had done, she was fired. While packing up her cubicle, she
bent over to move some books and hurt her back. Her back is hurt so badly that she won’t be able to work
anywhere else for months. She is wondering what she is going to do. Jake and Susan are hoping they
never hear from her again.
Jake and Susan also recently received a “cease and desist” letter from someone operating a textbook
wholesaling business in California. The California business goes by the name of “Best Texts to Buy”. The
letter is claiming that Jake and Susan are infringing on a trade name in operating their business and is
demanding that they immediately stop using the name “Text Buy”.
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On top of all of this, Jake has been using the company’s operating account to make payments on his
personal credit card. Jake is the one that keeps up with the money so Susan is clueless about what he has
been doing.
Analysis
Whether or not Jake and Susan form a proper LLC under Illinois law?
Different states tend to have different requirements when it comes to forming a Limited Liability
Company (LLC). So, whether you’re planning to start a business or incorporate an existing business, there
are numerous you need to understand to fulfill the state requirements of forming an LLC.
But first, what is an LLC? An LLC in Illinois is a limited liability company that has been formed in the
state of Illinois. A limited liability company is a “business entity that is separate from its owners, like a
corporation. However, unlike a corporation, which must pay its own taxes, an LLC is a "pass-through" tax
entity: The profits and losses of the business pass through to its owners, who report them on their personal
tax returns just as they would if they owned a partnership or sole proprietorship” (Laurence, 2019).
Additionally, limited liability companies are termed as “hybrid” business structures since they combine
the characteristics of both a corporation and a sole proprietorship. Along with the tax simplicity, an LLC
can also help to protect the owner's personal assets from debtors and creditors ("LLC in Illinois Cost |
UpCounsel 2019", 2019).
Once you have decided to form your own LLC in Illinois, it is a relatively simple process that you need to
follow. There are numerous steps that you need to follow to set up a successful LLC in Illinois, including
the following:
Choose the Name for your company - Under Illinois law, your LLC’s name has to
contain the words “LLC” at the very end. The business owner will have to run the chosen
name through the State of Illinois website to ensure that the name is not taken. That being
said, Jake and Susan had hired an attorney to form an LLC called Text Buy, LLC.
Choosing a registered agent – according to Kevin O'Flaherty, Illinois Attorney, “every
Illinois LLC has to have an agent for service of process in the state. A registered agent is
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an individual or business entity responsible for receiving important legal documents on
behalf of your business” (O'Flaherty, 2019). Furthermore, “A registered agent has to be a
resident of Illinois or a corporation authorized to transact business in Illinois and must
have a physical presence in Illinois and have a physical address and be available during
normal business hours to accept delivery of documents” (O'Flaherty, 2019; Fishman,
2019).
Filing the Articles of Organization – This is considered the essential step, and many
individuals believe that they need an attorney to do so. In accordance with Illinois Law,
you will have to file Articles of Organization, Form LLC-5.5, with the Illinois Secretary
of State Department of Business Services. To file your articles of organization, you will
be required to forward them along with the $150 filing fee” ("LLC in Illinois Cost |
UpCounsel 2019", 2019). In this particular scenario, the attorney had already filed the
Articles of Organization for the LLC for Jake and Susan’s business.
Preparing an operating agreement – The state of Illinois does not require LLCs to have an
Operating Agreement, but is typically a good idea (O'Flaherty, 2019; "LLC in Illinois
Cost | UpCounsel 2019", 2019).
Obtaining an Employer Identification Number (EIN) – The Employer Identification
Number (EIN) “is used to identify your company for taxes and other purposes such as
opening a business bank account that will be used to pay payroll taxes for employees paid
by the company” ("LLC in Illinois Cost | UpCounsel 2019", 2019).
Conclusively, Jack and Susan did fulfill some of the essential requirements to form a successful LLC for
their business under the Illinois Law. They had chosen a name for their business: Text Buy, LLC and had
hired an attorney to file the Articles of Organization for the LCC, which was the most important step in
setting up an LLC of their business. I would assume the mistake the attorney had done was not providing
the business address since they were operating out of their dorm room taking phone orders.
If no, then what damages can Jake and Susan be compensated in, for the attorney’s mistake when
filing the Articles of Organization for the LLC?
When filing the Articles of Organizations for the LLC, it should include the following: “the LLC
information, a list of members and managers, the name of the organizer, the name of the registered agent,
the effective date, and any other provisions” ("LLC in Illinois Cost | UpCounsel 2019", 2019).
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Furthermore, “if one of the organizers is a business entity, you have to provide the name of that entity and
the printed name, address, and title of the person signing on that entity’s behalf. Filings are handled on an
expedited basis within 24 hours. The articles may be filed online or by mail” (O'Flaherty, 2019).
I don’t think that Jake and Susan can be compensated in any way, since they were conducting the business
operations out of their dorm room taking phone orders. The reason being they don’t have a legit physical
address where they customers can meet them and discuss business.
What are the legal provisions of Jake and Susan operating their business out of a dorm?
According to the Illinois Constitution, students are permitted to run or operate or assist in operating a
commercial business outside the residential hall rooms as long as the business comply to the law and
provides goods or services to other students. Ill. Const. of 1970 art. IX,§ 6 exempts such businesses from
taxation.
Do Jake and Susan need a business license to operate Text Buy?
Most businesses have to acquire some licenses to operate smoothly in Illinois. In this particular scenario,
Jake and Susan do need to business license to operate Text Buy – and since it involves buying textbooks
with the intention of reselling them, they will require a certificate of resale. The resale license will allow
Jake and Susan to purchase books and other products from wholesalers without having to pay sales tax.
This also implies that they will be responsible for collecting taxes when they make a sale. Illinois law
provides that “A copy of the certificate must be provided to the retailer. Certificates of Resale should be
updated at least every three years.”
What criminal charges, if any, may Jake and Susan face if they buy textbooks on the
black market and fraudulently resell them?
In my understanding of the concept Jake and Susan buying textbooks on the black market and fraudulently
reselling them, they are most likely to face white-collar crime. According to studies, white-collar crimes
costs the United States more than $300 billion every single year. White-collar crime encompasses a very
broad assortment of crimes, including but not limited to “embezzlement, bribery, conspiracy, obstruction
of justice, perjury, money laundering, antitrust violations, tax crimes, and regulatory violations”
(Encyclopaedia Brittanica, 2019). There are many key elements that can help to identify when a white-
collar crime is committed by an individual. The first key element is money. Most individuals who commit
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white collar crimes do it for their own financial gain. In this scenario, Jake and Susan thought it would be
wise to locate the book on the black market and sell it to Tony at a fraction of its actual value. This clearly
implies that they did what they did for a financial gain.
Would copyright be an issue for Jake and Susan?
As far as I'm aware, there are no restrictions on reselling in the form of second-hand books or books
bought from local wholesalers. Generally speaking, selling the book cannot be considered reproducing the
work of the author, rather it can be considered as selling the physical good which represents the work. In
simple terms, copy a book is illegal, but buying or selling the used book cannot be considered illegal, no
what kind of book it is. The first sale doctrine, codified at 17 U.S.C. § 109, provides that “an individual
who knowingly purchases a copy of a copyrighted work from the copyright holder receives the right to
sell, display or otherwise dispose of that particular copy, notwithstanding the interests of the copyright
owner” ("1854. Copyright Infringement -- First Sale Doctrine", 2019). Conclusively, Jake and Susan will
not be having any issue with copyright against reselling or purchasing used book.
CASE LAW: Since the First Sale Doctrine was handed down by the Supreme Court (1908)
in Bobbs-Merrill Co. v. Straus [ ], it‘s been perfectly legal to dispose of a book in any way you see 1
fit, including via resale. Here is how it really:
“The issue at hand involves possible conflicts within the copyright law. One side relies on one of the most
basic of rules, handed down by the Supreme Court in 1908, and codified in the copyright law a year later.
It’s called the ‘first sale doctrine Before this court decision, [publisher] Bobbs-Merrill, in its copyright .’
notice, added a limitation on reselling their books. In other words, if you tried to resell your copy of a
book that you bought at a store, you might be violating their copyright. The court said no, and copyright
law now includes the ‘first sale doctrine.‘ It says that after that first sale, the buyer may sell or otherwise
dispose of that book however he or she sees fit without violating the copyright law. You (as an American)
may safely sell or give away any book published in the United States without fear of violating the
copyright law. The copyright law prevents you from copying a book, but not from reselling the copy you
bought from the publisher (Stillman, 2012). ”
What is the process in buying a domain name?
According to Barron (2019), “for entrepreneurs in the process of starting a new venture, getting a domain
name is one of the first steps you’ll take to build an online presence.” Furthermore, every website requires
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a catchy address and that’s why it is important to understand how to buy a domain one. Luckily, domain
registration process has become quite a simple procedure these days (Gediminas, 2019). The most
interesting thing is that once you understand what is involved in buying a domain name, the process of
owning a domain name becomes very simple. Below are three major steps that you need to consider when
buying a domain name:
Choose a domain name registrar where you will register the domain name – You should choose a
reputable registrar company that satisfies several criteria to ensure your domain name is in the right hands.
Registrar refers to a company, such as GoDaddy, that manages the domain name registration process.
Search for your desired domain name and see if it’s available – Domain names are a hot commodity,
which means your first choice might not be available. Fortunately, you’ve got plenty of options.
Register your desired domain name with your chosen domain registrar - Once you choose an available
domain name, you’ll be ready to register it for a specific amount of time. (Barron, 2019; Gediminas,
2019).
Furthermore, “getting a domain name involves registering the name you want with an organization called
ICANN through a domain name registrar. For example, if you choose a name like "example.com", you
will have to go to a registrar, pay a registration fee that costs around US$10 to US$35 for that name. That
will give you the right to the name for a year, and you will have to annually for (usually) the samerenew it
amount per annum” (Heng, 2019).
Are there any liabilities of Jake and Susan in using the same domain name as another
company?
Yes! Jake and Susan will be creating the potential for liability for trademark infringement in using the
same domain name as another name. If another business claims they have the right to your domain name,
the best thing is to asses the merits of their claim and also think about the costs. Additionally, one will
need to assess the likely outcome of any dispute resolution procedure or court case. According to Nolo
(2019), “the best way to choose a domain name that satisfies your own marketing needs and doesn't get in
the way of anybody else's trademark rights is to search as many existing trademarks as possible, spot
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possible conflicts and then pick a name that's unlikely to generate a nasty lawyer's letter. The first place to
go for possible conflicts is the trademark database of the U.S. Patent and Trademark Office at
www.uspto.gov. Searching this database gives you all registered trademarks and all trademarks for which
registration is pending” ("Avoid Trademark Infringement When You Choose a Domain Name", 2019).
Under Illinois law, what is the criteria for investing in a business?
Pursuant to 20 ILCS 3820/ Illinois Investment and Development Authority Act. , there are various
ways to organize business in Illinois, they include, Sole Proprietorships, General and Limited
Partnerships, Limited Liability Partnerships (LLP), Limited Liability Companies (LLC), "S" Corporations
and "C" Corporations. After choosing the structure of business, an individual(s) should pick a business
name and then register it with the county clerk’s office. The business should then contact the revenue
department for tax registration. Finally, the business should obtain licenses and permits as required by the
law from the Illinois Department of Financial and Professional Regulation (IDFPR).
Is Jake and Susan’s friend, Jerome, a licensed investor?
According to Upconsel, “there are four common ways to establish that an investor is accredited: (1) The
Insider Method – you have (or request) proof the person is an "insider". This means they are a partner,
director or executive officer of the company issuing the securities. This is often easy to prove with
corporate documents; (2) The Professional Letter Method – a licensed professional such as a CPA,
attorney or registered broker-dealer provides verification. They must confirm they've taken steps to ensure
the person meets the requirements within three months prior to making an investment; (3) The Income
Method – reviewing tax returns and/or pay stubs will establish whether the person has sufficient income
to be considered an accredited investor; and (4) The Net Worth Method - the investor would be required
to disclose all assets and liabilities. The information on liabilities is confirmed via credit reports, asset
values are confirmed via various methods depending on the asset” ("Accredited Investor: Everything You
Need to Know"|Upconsel, 2019). Conclusively, I would say Jake and Susan are licensed since they meet
certain financial criteria that allows them to absorb or anticipate a complete loss related to their investment
in Illinois.
What charges may Jake and Susan face if they have someone illegally investing in
their business?
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Jake and Susan may be charged for negligent hiring. The Negligent Hiring Act., 2013 Bill Text IL H.B.
4669 recognizes a cause of action against an employer for negligently hiring, or retaining in employment,
an employee it knew, or should have known, was unfit for the job so as to create a danger of harm to third
persons. An action for negligent hiring or retention of an employee requires the plaintiff to plead and
prove (1) that the employer knew or should have known that the employee had a particular unfitness for
the position so as to create a danger of harm to third persons; (2) that such particular unfitness was known
or should have been known at the time of the employee's hiring or retention; and (3) that this particular
unfitness proximately caused the plaintiff's injury. An employer's direct liability for negligent hiring and
retention is distinct from its respondent superior liability for the acts of its employees. Under a theory
of negligent hiring or retention, the proximate cause of the plaintiff's injury is the employer's negligence
in hiring or retaining the employee, rather than the employee's wrongful act.
What remedies, if any, are Jake and Susan able to recover for any lost wages from Raul?
The best remedy that Jake and Susan can utilize to recover for any lost wages from Raul would involve
reporting the case to an attorney and submit a lost wages claim. Typically, Jake and Susan may have the
following options: (1) make a request to Raul or (2) file a lawsuit against Raul in a serious case.
Are Jake and Susan committing fraud if they send students a bill for their textbook orders, even
though they paid Text Buy already?
According to Consumer Fraud and Deceptive Business Practices Act, et seq, a seller 815 ILCS 505/1
commits fraud if he or she unknowingly send a false duplicate or inflated bill with an intention to defraud.
If an individual knowingly acts in terms of fraud, it implies that they;
Having actual knowledge of the falsity;
Showing a reckless disregard for the falsity or truth; and/or
Deliberately acting with ignorance of the falsity or truth.
However, if a seller did not deliberately intend to cheat the buyer by presenting an untrue information in
the bill, it may act as a defense to the charges. If the seller deliberately send an inflated bill in order to
cheat the buyer, they can be found guilty of fraud. On the other hand, the company accused of sending
false invoice must be registered as per the law, has a physical address (not solely rely on social media) as
well as tax invoice details.
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In Law Offices of Jeffrey M. Leving, Ltd. v. Cotting, where the defendant was accused of not paying
the agreed amount after representation the court argued that the firm over-billed him, sent false bill and
altered the terms of the engagement contract. Furthermore, the work billed in that invoice was, in part,
performed after Cotting requested that no more work be done without authorization. The court did not find
the defendant guilty. Therefore, Jake and Susan did not commit any fraud by sending a bill to their
customers as they did not intend to defraud them. Moreover, their business did not have specific physical
address.
What standards do Jake and Susan have to meet if they employ people who are not United States
citizens?
In case an employer wants to hire a non- US citizen, he or she should follow the Immigration Reform and
Control Act (IRCA) of 1996, According to IRCA, it is unlawful to knowingly hire or 8 USCS § 1324a.
continue to employ an unauthorized alien, or to hire anyone for employment without complying with the
work authorization verification system created by the statute. As such, Jake and Susan should have asked
Raul to produce a document showing his identity as well as authority to work in the United States such as
Social Security Card.
Is Raul able to work for Text Buy, if Raul is in the U.S. on a student visa only?
Raul is definitely able to work for Text Buy. provides that, international students who hold an 72 FR 3492
F-1 visa are allowed to work in US but in accordance to the restrictions issued by United States
Citizenship and Immigration Service (USCIS). Text Buy operates inside campus premises and provides
services for students, therefore, he is entitled to get employment and does not require USCIS approval.
What charges may Jake and Susan face if they employed a non-U.S. citizen or alien?
According to INA §274A(a)(1)(A) or (a)(2), employers who fail to appropriately complete, retain and or
present Forms 1-9 for inspection as needed by the law may be charged with a civil penalty. Therefore,
Jake and Susan are subject to pay a civil penalty in an amount not less than $275 and not more than
$2,200 for every person with respect to whom that violation occurred. They may also face up to six
months of imprisonment. Finally, the order will require them to cease and desist from such violations, 63
FR 5287.
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If Text Buy were to resell the photocopied books they got from China, would there be any liabilities
on Jake and Susan of copyright violations with the original seller?
Generally, the copyright law does not allow an unauthorized party to reproduce, distribute make public
display or make derivative work from copyrighted work without permission of the copyright owner. This
is considered to be copyright infringement and the person may be subject to liability. According to
copyright common law, the author of a literary composition has absolute property right in his production
which he or she cannot be deprived. In addition, U.S. Rev. Stat. sec. 4956. Puts it clear that, no copyright
can be acquired in the US after publication locally or in any foreign country for commercial purpose. In
Rees v. Peltzer, 75 Ill. 475, the court found the defendant guilty for reproducing the atlas from the public
records and using it to financially disadvantage the copyright owner. Therefore, Jake and Susan are liable
for copyright infringement for reproducing and distributing books for financial gains.
In order to sign off on company orders, does Theresa have to be an agent of Jake and Susan’s
company?
Generally, the parties who can only sign a contract for a Limited Liability Company are those who have
been given the authority to represent the firm in contract negotiation. In case of an incorporated business,
the owner cannot sign their name on behalf of the business when entering into contract. Instead, this task
is undertaken by authorized representatives such as the managers or employees. However, according to
Business and Corporate law, an agent is obligated to act solely for the benefit of the principal in all matters
connected with his agency and to refrain from competing with the principal. In addition, a breach of
fiduciary duty may occur in case an employee as well as an officer and director fail to be loyal to their
employee during signing off orders. In Lawlor v. N. Am. Corp. of Ill., 2012 IL 112530 the plaintiff was
an employee of the defendant where she signed off some orders but the firm invaded her privacy. The
defendant counterclaimed that, the plaintiff breached her fiduciary duty of loyalty. The court affirmed the
judgment arguing that, Lawlor had the right to sign off contracts as she was an authorized employee of the
company. As such, Theresa had to be an agent of Text Buy to sign off orders.
Can Jake and Susan be liable for Theresa’s injuries when she hurt her back?
An employer can only provide support to the employer in order to return to work quickly and safely,
however, in case the injuries happens outside the line of duty, the employee is on their own and hence it is
not the responsibility of the employer to get the worker fit again. According to the Fair Labor Standards
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Act, in case an employee intends to file a worker’s compensation claim, he or she must show that was an
employee before the injury, (Compensation Act, 820 Ill. Comp. Stat. 305/1 et seq). Moreover, the Workers'
Compensation Act (Act) provides a strong public policy to insure the protection of workers covered by the
Act. The Act provides payment of compensation and medical expenses for an employee injured at work.
The Act does not apply to anticipated future injuries, and an employee's rights under the Act accrue only at
such time when a work-related injury occurs. Therefore, Jake and Susan are not liable for Theresa’s
injuries since she had been fired and hence not an employee during the time of accident.
When Theresa was fired, was she still an employee of Text Buy?
Under the Labor and Employment Law, an employee is a person who works under the control of an
employer. The employee is assigned duties by the employer and controlled in how those duties are to be
carried out. However, an employee’s term may be terminated by the employer any time at will or in case
an employee break work rule and is performing poorly on the job. As such, a worker ceases to be an
employee of a firm. Therefore, Theresa was not an employee of Text Buy when she was fired.
Is there actually an infringement of the company name that’s based in California?
A trademark is a type of intellectual property that is protected for a firm’s brand. Trademark usually
protect designs, names, words as well as symbols related to goods or services a business is offering.
However, trademark infringement may occur if a company knowingly uses a mark that has been
trademarked by a different business or if the mark is similar that may lead to confusing the consumers
about the sources of goods or services However, 765 ILCS 1040/3. Illinois Trade Mark Statute, Ill. Rev.
Stat. ch. 140, § 25 does not consider unrelated businesses or businesses operating in distinct geographical
locations to have infringed trademark. As such, there is no like trademark infringement between Text Buy
and the company based in California.
Can Susan file a civil suit against Jake for using the company’s operating account to make payments
on his personal credit card?
According to Business and Corporate Law, a fraudulent act by one partner, or deceit practiced by him,
done within the scope of a general partnership authority, will make the partner liable. However, the
plaintiff must prove that the business partner intentionally lied, relied on the lie that caused his damages.
In Dolce v. Dolce, 108 Ill. App. 3d 817, the plaintiff sued her husband for misrepresentation of financial
13
information for their business. The court ruled in favor of the defendant’s wife as he was found to have
breached the fiduciary duty.
What remedies, if any, for Susan, would be available?
Susan can decide to dissolve the LLC and share the profits accrued.
What criminal charges may Jake face if found guilty?
Jake can be charged for breach of fiduciary duty and embezzlement charges. Pursuant to 805 ILCS
180/35-45 a fiduciary relationship imposes a general duty on the fiduciary to refrain from seeking a selfish
benefit during the relationship. On the other hand, embezzlement refers to theft of money or assets by a
person in position of trust of those assets.
Is there a conflict of interest in Ira Latterby, Attorney at Law, represents both Jake and Susan?
I do not believe there is a conflict of interest in Ira Latterby representing both Jake and Susan as the latter
have been business partners, therefore, there exists a good relationship.
Conclusion
Based on the above analysis, facts and law, Text Buy LLC has partially complied with the Corporate Law.
Jake and Susan are liable for negligent hiring of their employees, they hired employed without doing the
necessary research as needed by the law. This implies that, the employees could lead to damage to the
third party. Furthermore, they are liable to copyright infringement because of distributing photocopied
books for commercial purpose. However, Jake and Susan could not afford to cater for Theresa’s injuries as
she had ceased to be their employee. There is enough evidence to sue Jake for breach of fiduciary and
embezzlement of the firm’s resources. Although Text Buy may seem to have a close similarity with the
Californian Company; Best Texts to Buy it has not infringed trademark.
Recommendations
I think more research should be done so that the company can fully comply with the law to avoid future
troubles. I further feel that, the partners should carry out a thorough assignment to know the requirements
of LLC. The owners should consider hiring a manager who will running the business’ operations as they
are busy. If the problems persist, the company can be dissolved legally.
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Sources
1854. Copyright Infringement -- First Sale Doctrine. (2019). Retrieved from https://www.justice.gov/jm/criminal-
resource-manual-1854-copyright-infringement-first-sale-doctrine
805 ILCS 180/35-45 Events causing member’s dissociation., 805 ILCS 180/35-45 ( Statutes current through P.A.
101-30, except for portions of P.A. 101-13 and P.A. 101-27, of the 2019 Regular Session of the 101st
General Assembly ). Retrieved from https://advance.lexis.com/api/document?collection=statutes-
legislation&id=urn:contentItem:8PJ3-SSD2-8T6X-72X6-00000-00&context=1516831.
815 ILCS 505/1 [Definitions], 815 ILCS 505/1 ( Statutes current through P.A. 101-11, except for portions of P.A.
101-10, of the 2019 Regular Session of the 101st General Assembly ). Retrieved
from https://advance.lexis.com/api/document?collection=statutes-legislation&id=urn:contentItem:5C66-
13F1-6YS3-D44B-00000-00&context=1516831
AN ACT concerning civil law., 2013 Bill Text IL H.B. 4669 (February 5, 2014). Retrieved
from https://advance.lexis.com/api/document?collection=statutes-legislation&id=urn:contentItem:5BFR-
M9T0-02HP-M10M-00000-00&context=1516831.
Avoid Trademark Infringement When You Choose a Domain Name. (2019). Retrieved from
https://www.nolo.com/legal-encyclopedia/avoid-trademark-infringement-domain-name-29032.html
Barron, B. (2019). How to buy a domain name in 3 steps - GoDaddy Blog. Retrieved from
https://www.godaddy.com/garage/how-to-buy-a-domain-name/
Dolce v. Dolce, 108 Ill. App. 3d 817, 439 N.E.2d 1028, 1982 Ill. App. LEXIS 2208, 64 Ill. Dec. 363 (Appellate
Court of Illinois, First District, Third DivisionAugust 25, 1982, Filed ). Retrieved
from https://advance.lexis.com/api/document?collection=cases&id=urn:contentItem:3RRM-6C60-0054-
H1MN-00000-00&context=1516831.
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Domain name disputes FAQs. (2019). Retrieved from https://www.lawdonut.co.uk/business/contracts-disputes/ip-
disputes/domain-name-disputes-faqs#DND20
Gediminas, B. (2019). How to Buy a Domain Name | Domain Registration Guide. Retrieved from
https://www.hostinger.com/tutorials/how-to-buy-a-domain-name
Heng, C. (2019). How to Register Your Own Domain Name: What to Do, Which Registrar, etc
(thesitewizard.com). Retrieved from https://www.thesitewizard.com/archive/registerdomain.shtml
Law Offices of Jeffrey M. Leving, Ltd. v. Cotting, 2003 Ill. App. LEXIS 1217, 2003 WL 22240511 (Appellate
Court of Illinois, First District, First DivisionSeptember 29, 2003, Opinion Filed ). Retrieved
from https://advance.lexis.com/api/document?collection=cases&id=urn:contentItem:49N8-YKV0-0039-
41F1-00000-00&context=1516831.
Is it illegal to resell consumable books? How the ‘First Sale Doctrine’ affects copyright law and resale. (2019).
Retrieved from https://oaxacaborn.com/illegal-resale-and-copyright-law/
Proposed Rules, DEPARTMENT OF JUSTICE (DOJ), Immigration and Naturalization Service, Reduction in the
Number of Acceptable Documents and Other Changes to Employment Verification Requirements, 63 FR
5287 (Monday, February 2, 1998). Retrieved from https://advance.lexis.com/api/document?
collection=administrative-codes&id=urn:contentItem:3RXP-8SS0-006W-819V-00000-
00&context=1516831.
Rees v. Peltzer, 75 Ill. 475, 1874 Ill. LEXIS 635 (Supreme Court of Illinois, Northern Grand Division September,
1874, Decided ). Retrieved from https://advance.lexis.com/api/document?
collection=cases&id=urn:contentItem:3WRH-VHX0-00KR-F4VY-00000-00&context=1516831.
Rules and Regulations, DEPARTMENT OF HOMELAND SECURITY (DHS), DEPARTMENT OF
HOMELAND SECURITY (DHS), Transportation Security Administration (TSA), United States Coast
Guard (USCG), Transportation Worker Identification Credential (TWIC) Implementation in the Maritime
Sector; Hazardous Materials Endorsement for a Commercial Driver's License, 72 FR 3492 (Thursday,
January 25, 2007). Retrieved from https://advance.lexis.com/api/document?collection=administrative-
codes&id=urn:contentItem:4MWX-DWC0-006W-80VT-00000-00&context=1516831.
Stillman, M. (2012). Could Selling A Used Book Become Illegal?. Retrieved from
https://www.huffpost.com/entry/used-books-illegal_n_2236781
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