[Download] "Business Records Corp. v. Lueth" by United States Court of Appeals for the Seventh Circuit " eBook PDF Kindle ePub Free
eBook details
- Title: Business Records Corp. v. Lueth
- Author : United States Court of Appeals for the Seventh Circuit
- Release Date : January 14, 1992
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 61 KB
Description
CUDAHY, Circuit Judge. As a public servant, many years ago, Carl Lueth served as deputy chief of the Kankakee County Clerk's Office, Clerk of Kankakee Township and Treasurer of Kankakee County. Over the course of these earlier years Lueth became an expert on state election laws and mastered the ins and outs of election administration. In 1970 Lueth moved to the private sector, bringing with him his expertise and the contacts he had made among Illinois election administrators. Lueth became a prominent success with Illinois Office Supply Company (IOS), where he served as a vice-president who sold election equipment to state and local governments. Hard work keyed Lueth's success: he participated in all the meetings attended by county officials responsible for running elections, he kept his contacts alive by regular visits to their offices and he personally assisted officials with the administration of elections. Lueth had contact with virtually every county official in the state of Illinois. The Illinois legislature acknowledged Lueth's success by appointing him to the statewide committee charged with advising the legislature on revisions to the state's election laws. In 1980 Richard McKay convinced Lueth to come work for him. McKay owned Frank Thornber Company, an IOS competitor. Shortly thereafter Thornber acquired IOS, thus consolidating 87 of the 111 Illinois counties and election commissions as customers of Thornber. Not long after Lueth joined Thornber, a rival company, Fidlar & Chambers, began to make inroads into Thornber's market share. By 1985 Thornber's power in the election equipment market had decreased markedly. At that time Business Records Election Systems purchased Thornber. (Business Records Election Systems is now Business Records Corporation (BRC).) BRC is a Texas corporation that operates nationwide. In the Illinois market BRC deals only with local governments. Thornber and BRC signed an Asset Purchase Agreement, which was dated March 22, 1985. The Agreement included a covenant by Thornber to BRC that Lueth, among others, would sign a noncompetition agreement; the Agreement also made Lueth's signing of the noncompetition agreement a condition precedent to BRC's purchase of Thornber. The covenant contained in the Agreement was designed to be in effect until ""the later of (i) the third anniversary of the date of this Agreement or (ii) the second anniversary of the Employee's termination as an employee of [BRC]."" Lueth signed the agreement, dated March 22, 1985, and received as consideration an option to purchase 3750 shares of BRC's parent's common stock.