Represented selling shareholders of industrial transformer company in $15 million stock sale with $5 million sales and earnings based earnout.

Represented selling members of diagnostics company in $36 million membership interest sale to national laboratory and diagnostics development company.

Represented selling shareholders of magazine publishing company in $6 million asset sale with net sales and advertising revenue based earnout.

Represented alternative energy company in its sale of $125,000 sale of convertible notes and warrants.

Represented medical device company in its $250,000 pre-seed sale of convertible notes.

Represented alternative energy company in its $1.8 million sale of a convertible promissory notes to the Michigan Strategic Fund.

Represented alternative energy company in its $7.2 million Series A-1 Convertible Preferred Stock Financing.

Represented venture capital fund in its $1 million purchase of convertible notes from software company.

Acted as outside general counsel to West Coast-based pharmaceutical company – assisted with capital formation, contract review, intellectual property analysis, and business litigation.

Obtained summary judgment on behalf of a debt acquisition entity in a claim brought under the FDCPA contending comments in a collection letter were false, deceptive and misleading, which was affirmed by the Seventh Circuit.

Managed document discovery for the Department of Human Services in class action litigation involving over 19,000 children in the foster care system. Drafted discovery plans and protocols for the identification, collection, and review of hard copy and electronic data. Supervised document review teams and the production of more than 1 million pages of discovery documents. Identified and prepared collections of documents for depositions, witness interviews, and trial exhibits. Drafted discovery motions and arguments. Prepared detailed privilege logs.

Represented medical company in the $22 million lease with a $10 million buildout of 300,000 square foot flex space for its central distribution plant.

Assisted client in $140,000,000 refinancing for its national sports facility.

Obtained summary judgment on disability and retaliation case, as well as a favorable award in earlier arbitration with plaintiff's union.

Obtained summary judgment on plaintiff's claim of race discrimination in termination, despite plaintiff's testimony that his supervisor had allegedly suggested he was lucky to have been hired at all given "the small number of blacks working for the company."

Obtained an arbitration award upholding client's refusal to hire three long-service employees when it took over a subcontract for security services.

Secured summary judgment for defendant hospital in a complex case under the Pregnancy Discrimination Act Amendments to Title VII, FMLA and common law.

Represented a global manufacturer, distributor, and marketer of food and beverages. Obtained one of only two appellate level decisions in New York history overturning an adverse order of the State Human Rights Division on the grounds of administrative delay.

Obtained summary judgment in a race discrimination and retaliation claim on behalf of one of the largest banks in the Midwest.

Represented corporate real estate group in obtaining over $68 million in grants, tax abatements, tax credits, and recovery zone economic development bonds for manufacturing plant located in North Carolina. 

Represented manufacturing company in obtaining over $58 million in tax abatements, job training grants, and other incentives for new alternative energy related facility. Also handled lease acquisition and construction contracts for project in Kansas. 

Represented Fortune 100 company on national real estate portfolio including over $1 billion in leases, construction, and economic incentive projects.

Bond counsel for a city issuing tax increment financing bonds for a much needed economic development project involving a new building. Analyzed each aspect of the financing, including timing, the nature of the building’s use, and the sources of payment of the bonds. The city obtained a great interest rate on the bonds and now has a state of the art building which is drawing national attention. 

Purchase of a cast aluminum manufacturing facility and business operation from a publicly held-company. 

$580 million stock sale of a telecommunications business to a publicly traded company.

$10 million sale of a family-run food manufacturer.

Sale of a tool and die business to a privately held investment group.

$100 + million sale of a niche automotive parts manufacturer with plants throughout the world to a private equity fund. 

$150 million asset sale of a long distance carrier to a publicly traded company.

$10 million asset sale of a family owned chain of retail stores. 

$26 million merger of a local exchange company.

Acquisition and sale of numerous automobile dealerships. 

$35 million sale of an office equipment vendor to a publicly traded company.

Sale of various mechanical and heating and cooling companies to a publicly traded "roll-up" firm. 

$10 million sale of a construction company. 

Acquisition of a privately-held furniture manufacturer.

Merger of a credit union into its largest competitor. 

Spartan Stores’ favorable result in preserving a long-term lease arrangement by establishing, after a lengthy trial, the right to a late notice of intent to exercise an option renewal. This allowed the client to retain an extremely viable location with projected sales of more than $1 billion.

A complete dismissal of all claims after a four-week trial for a municipal authority in response to claims of PCB contamination liability. The loss of the case would certainly have resulted in the bankruptcy or dissolution of three municipal entities.

A complete recovery after a lengthy commercial arbitration hearing for the seller of a tool and die company who had been advised that the purchase price was being cut by nearly $1 million. 

Authority for the city of Sparta, Mich., to re-establish control over the Sparta City Airport from its prior manager, after a lengthy trial established that the existing management had materially breached the terms of its long-term management agreement.

When the Ounalashka Corporation (Tribe), of the Aleutian Islands, sought the return of its members’ cultural artifacts, removed from burial caves during World War II, the return from a major university was negotiated and implemented without litigation even before a later federal law addressing such issues (NAGPRA) was enacted. 

A lighthouse and museum complex included on the National Register of Historic Places were threatened with having their operations drastically curtailed or closed altogether by their neighbors. Jim led the effort in federal and state court litigation defending a premier destination for education and cultural tourism. The resulting land use plan allowed the client to continue to operate all of its existing programs and by improving the surrounding habitat, actually expand its operations. The effort balanced environmental protection, historic preservation and education. 

When a large west Michigan city built an expansion to its drinking water facility and was sued by the contractor for $3 million in damages for delay of the project, Jim led the team defending the claim and counter-sued for damages with respect to poor workmanship. Utilizing high-technology CAD drawing demonstrations, which were regarded as highly persuasive and effective, their work led to a favorable settlement for the city of $6.2 million. At that time, it was the largest settlement ever obtained for the city and represented nearly a $10 million swing in the amounts of money in dispute between the parties.

Served as bond counsel on $18,000 installment purchase contract of Iosco Regional Educational Service Agency.

Served as underwriter's counsel on numerous transactions including more than 300 school transactions.

Served as underwriter's counsel during the development of the Michigan State Building Authority's first bond anticipation note program and first commercial paper program.

Represented a company accused in a class action suit of violating the Michigan Consumer Protection Act by overpricing the propane gas it sold to Michigan consumers.

Served as bond counsel on transactions as large as $725 million City of Detroit Sewer Bonds.

Drafted Master Indenture for the Michigan Municipal Bond Authority's first State Revolving Fund bond issue, a program later emulated around the country.

Counsel to a well recognized shopping center owner, developer and property manager having national and regional retail tenants.

Developed a taxable note program for the First of America Bank and First of America Securities and documented more than 25 financings under the program. 

Acquisition counsel to a leading Chicago based private equity firm.

Counsel to multiple privately held Midwestern petroleum companies having both wholesale and retail operations advising them as to ongoing real estate and business acquisitions.

Counsel to multiple Midwest based lenders with respect to commercial lending transactions ranging in size from $5 million to $200 million.

Counsel to two leading Midwest based architectural firms with respect to contracts and development projects.

Counsel to the largest Midwest franchisee of a prominent East Coast based fast food franchisor.

Represented nationally known book publisher in connection with multimillion dollar stock sale.

Helped a living health care center (independent living, assisted living and nursing care) through two workouts of existing financings. With new financing in place, the client hopes to realize its dreams of completing phase II of the project.

As trial counsel, successfully defended a national financial institution's interest in real property exceeding $1M in value. Case involved complex and novel issues of priority under Michigan’s Construction Lien Act.

Lead brief writer and trial team member in Section 1983 civil rights class action filed in federal court challenging the constitutionality of a child foster care system and seeking statewide reforms. Settled amicably.

Lead brief writer for a governmental body association in appeal before the Michigan Supreme Court in case involving the interpretation of Michigan’s Governmental Tort Liability Act. Obtained favorable ruling in favor of client’s position.

Served as national defense counsel for a global pharmaceutical company in price-fixing class actions in 15 U.S. states.

Served as defense counsel for a national athletic league in a Federal court action involving antitrust, defamation and promissory estoppel claims.

Served as co-defense counsel for a gasification company in a Federal court action involving claims of breach of contract and fraud/negligent misrepresentation against four interstate gas pipeline companies.

Assisted the owner of a closely held business develop a multi-generational business and estate plan that resulted in a savings of $35 million.

Defended engineering software company against claims of trade secret misappropriation brought by a competitor. The district court denied plaintiff’s motion for preliminary injunction and dismissed its “inevitable disclosure” claim.

Co-counsel for a major computer manufacturer defending against antitrust and intellectual property claims by a competitor seeking damages in excess of $1 billion. The matter was settled during trial.

Defended former chief technical employee against trade secret and noncompete claims by a manufacturer of automated machinery. Settled after successful appeal. 

Represented automated industrial machinery vendor as plaintiff in trade secret claims against former employees and a competitor.

Represented an urban school district against claims by a putative class of taxpayers seeking to recover in excess of $100 million collected on property taxes that had expired. The state Court of Appeals and Supreme Court ordered all claims dismissed. 

Defended a national window manufacturer in a proposed class action alleging fraud in the sale and pricing of replacement windows. The state trial court dismissed the complaint and ordered arbitration, and the arbitrator denied claimants' motion to certify a class.

Defended a hospital system against allegations that its charges for providing medical records in response to subpoenas were excessive, in violation of the state Consumer Protection Act and Patients’ Bill of Rights. The state Supreme Court ordered the complaint dismissed for failure to state a valid claim.

Represented a cell phone carrier in defense of a claim that charges for air time were inadequately disclosed, and seeking more than $200 million in damages under the Consumer Protection Act.

Represented a mortgage lender in two  challenging prepayment penalties in residential mortgage loans under usury statute and Consumer Protection Act.

Represented a prescription drug manufacturer in defense of price-fixing claims by a putative national class of drug retailers in a multi-district proceeding in the Northern District of Illinois.

Antitrust counterclaim on behalf of engineering software vendor defending trade secret claims by a competitor.

Defended a furniture manufacturer against price discrimination claim by a terminated retailer in the District of Oklahoma.

Co-counsel for major computer and software vendor defending antitrust and intellectual property claims by a competitor seeking damages in excess of $1 billion.

Defended a national furniture manufacturer against breach of contract claims by retailers in Mississippi and California.

Defended an international auto parts supplier against a $60 million breach of warranty claim.

Defended a Polish brewer against claims by a terminated U.S. distributor under the Illinois Beer Industry Fair Dealing Act. The Seventh Circuit compelled arbitration of the claims in Poland. The district court later confirmed the favorable arbitration award, and the Seventh Circuit affirmed.

Obtained reversal on appeal of $6 million judgment for fraud and $10 million interest claim in connection with sale of retail stores.

Represented a manufacturer in defense of claims by terminated dealer under the Wisconsin Fair Dealer Law.  The Seventh Circuit reversed a preliminary injunction entered by the Eastern District of Wisconsin.  

Represented a German-owned automotive supplier in defense of commission claim by a terminated U.S. sales representative in federal district court, the U.S. Court of Appeals for the Sixth Circuit, and arbitration in London before the International Chamber of Commerce Court of Arbitration.  

Defended a manufacturer of small gasoline engines against claims by a terminated distributor under the Illinois Franchise Disclosure Act. The Northern District of Illinois granted summary judgment dismissing major portions of the distributor’s claims.  

Represented a vendor of automated material handling machinery in defense of breach of contract claims by a supplier and intellectual property licensor.  

Represented a city in defense of a major taxpayer’s claim that a property tax ordered by a court to satisfy a judgment against the city violated an amendment to the state constitution. The Michigan Supreme Court held that the constitutional provision did not apply, reversing the state Court of Appeals and Tax Tribunal.  

Defended a manufacturer against a terminated sales representative’s claim that he was protected by the Age Discrimination in Employment Act. The Seventh Circuit held that the plaintiff was not covered by ADEA.

Represented a mortgage lender in defense of class claims in two matters challenging prepayment penalties in residential mortgage loans under usury statute and Consumer Protection Act. Both cases were settled after an appeal to the Michigan Court of Appeals.

Miller Canfield represents an automotive lender in a class action in Maryland state court involving allegations that an auto dealer charged illegal and deceptive fees for title, tags and registration, in connection with loans assigned to the lender. Pending. 

We represented a leading manufacturer of nutritional supplements in defense of duplicative, putative class actions involving claims on behalf of purchasers of an herbal supplement. We settled one group of cases before the district court ruled on class certification. The court ultimately stayed the other cases and transferred them to Bankruptcy Court.

Represented publicly traded bank’s like-kind exchange services group in connection with more than 60 like-kind exchange transactions ranging in value from $800,000 to $300,000,000, including forward and reverse like-kind exchanges, build-to-suit exchanges, related-party exchanges, exchanges of tenancy-in-common interest as well as oil, gas and other mineral working and non-working (royalty) interests.

An electric utility retained Miller Canfield to defend a putative class action in the Eastern District of Wisconsin challenging a decision to charge early union retirees more than active employees for health coverage. Plaintiffs, a union and four employees, alleged that a series of collective bargaining agreements obligated the company to provide vested insurance benefits to early retirees on the same terms as active employees. The court granted our motion for summary judgment, finding that language in the summary plan descriptions reserved the unilateral right to change benefits. The court also agreed that, at best, plaintiffs enjoyed a right to coverage parity with active employees, not cost parity.

After a major aerospace manufacturer notified union retirees that their health insurance deductibles and co-payments were increasing, they filed suit in the Eastern District of Michigan alleging that their benefits had vested when they retired. A different group of retirees filed a mirror-image lawsuit in the Middle District of Tennessee and the union dismissed the first lawsuit. The following day, we filed a declaratory judgment action in Northern District of Illinois, the company’s home district and commenced discovery. The cases were consolidated the Northern District of Illinois, which granted our motion for summary judgment.

A leading manufacturer of consumer electronics retained Miller Canfield to represent it in defense of claims that the manufacturer misrepresented the specifications of television displays. Pending.

A major drug store chain retained Miller Canfield to represent it in defense of putative class actions in Michigan and West Virginia alleging that our client and other pharmacies violated state statutes regulating pricing of substituted generic prescription drugs sold to retail purchasers. All cases are the subject of motions to dismiss for failure to comply with pleading requirements and to state a claim upon which relief can be granted. Pending.

A national window manufacturer retained Miller Canfield to defend a putative class action alleging fraud in the sale and pricing of replacement windows. The state trial court enforced arbitration clauses in the purchase agreements and dismissed the complaint. Several claimants then filed a demand for class arbitration. After the arbitrator denied claimants’ motion to certify a class, the court confirmed the award, and claimants dismissed their claims with prejudice.

Represented a computer manufacturer in defense of a putative class action to recover damages resulting from allegedly defective computer hard disk drives. The case was dismissed on our motion.

Represented a proprietary trade school in defense of a class action alleging fraud in recruitment of students. The matter was settled by other counsel.