corporate opportunity doctrine (Illinois) · Go Syfert
← Illinois issues

corporate opportunity doctrine in Illinois

23 Illinois opinions name it 2 courts 1966–2026 6 in the last five years

The cases below were cited by Illinois courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.

Followed or applied (10)

CaseFollowedCited
Dremco, Inc. v. South Chapel Hill Gardens, Inc.green
illappct · 1995 · cited in 4 Illinois opinions naming this issue, 2002–2002
2 sentences

2002Dremco, Inc. v. South Chapel Hills Gardens, 274 Ill.

2002Dremco, Inc. v. South Chapel Hills Gardens, Inc., 274 Ill.

44
Graham v. Mimmsgreen
illappct · 1982 · cited in 7 Illinois opinions naming this issue, 1987–2021
2 sentences

2021The core principle of the corporate opportunity doctrine prohibits a fiduciary from usurping business opportunities that belong to the corporation and from using corporate assets to develop those opportunities (see Graham v. Mimms, 111 Ill.

2002The court continued that, “[nevertheless, the ‘core principle’ of the corporate opportunity doctrine is that a corporation’s fiduciary will not be permitted to usurp a business opportunity which was developed through the use of corporate assets.” Thus, when corporate assets are used to develop ah opportunity, “the fiduciary is estopped from denying that the resulting opportunity belongs to the corporation whose assets were misappropriated, even if it was not feasible for the corporation to pursue the opportunity or it had no expectancy in the project.” Graham, 111 Ill.

27
Mullaney, Wells & Co. v. Savagegreen
ill · 1980 · cited in 4 Illinois opinions naming this issue, 2019–2026
2 sentences

2026The corporate opportunity doctrine, or usurpation of a corporate opportunity, establishes that “it is a breach of fiduciary obligation for a person to seize for his own advantage a business opportunity which rightfully belongs to the corporation by which he is employed.” Mullaney, Wells & Co. v. Savage, 78 Ill. 2d 534, 545-46 (1980).

2025See DePodesta, 2021 IL 125733, ¶ 47 (“Usurpation of a corporate opportunity is a distinct cause of action for breach of fiduciary duty that involves *** the taking or seizing of a corporate opportunity and the commensurate loss of that opportunity by the corporation.”); Mullaney, Wells & Co. v. Savage, 78 Ill. 2d 534, 545-46 (1980) (“it is a breach of fiduciary obligation for a person to seize for his own advantage a business opportunity which rightfully belongs to the corporation”). ¶ 75 Our supreme court has been clear, however, that an “unsuccessful attempt” to usurp a corporate opportunity

24
Tarin Ex Rel. Back-Of-The-Yards Cool Heat, Inc. v. Pellonarigreen
illappct · 1993 · cited in 2 Illinois opinions naming this issue, 2008–2008
2 sentences

2008Tarin v. Pellonari, 253 Ill.

2008Tarin v. Pellonari, 253 Ill.

22
Indeck Energy Services, Inc. v. DePodestagreen
ill · 2021 · cited in 2 Illinois opinions naming this issue, 2025–2026
2 sentences

2026“Usurpation of a corporate opportunity is a distinct cause of action for breach of fiduciary duty that involves a particular type of injury: the taking or seizing of a corporate opportunity and the commensurate loss of that opportunity by the corporation.” Indeck Energy Services, Inc. v. DePodesta, 2021 IL 125733, ¶ 47 .

2025See DePodesta, 2021 IL 125733, ¶ 47 (“Usurpation of a corporate opportunity is a distinct cause of action for breach of fiduciary duty that involves *** the taking or seizing of a corporate opportunity and the commensurate loss of that opportunity by the corporation.”); Mullaney, Wells & Co. v. Savage, 78 Ill. 2d 534, 545-46 (1980) (“it is a breach of fiduciary obligation for a person to seize for his own advantage a business opportunity which rightfully belongs to the corporation”). ¶ 75 Our supreme court has been clear, however, that an “unsuccessful attempt” to usurp a corporate opportunity

12
Voyles v. Sandia Mortgage Corp.green
ill · 2001 · cited in 1 Illinois opinions naming this issue, 2026–2026
1 sentence

2026Count III – Tortious Interference with Prospective Economic Advantage ¶ 54 CHP next alleges that it pled sufficient facts to support a claim for tortious interference with a prospective economic advantage. ¶ 55 To adequately plead a claim for tortious interference with a prospective economic advantage, a plaintiff must allege “(1) a reasonable expectancy of entering into a valid business relationship, (2) the defendant’s knowledge of the expectancy, (3) an intentional and unjustified interference by the defendant that induced or caused a breach or termination of the expectancy, and (4) damage

11
Younge v. Bermangreen
illappct · 2025 · cited in 1 Illinois opinions naming this issue, 2026–2026
1 sentence

2026Count III – Tortious Interference with Prospective Economic Advantage ¶ 54 CHP next alleges that it pled sufficient facts to support a claim for tortious interference with a prospective economic advantage. ¶ 55 To adequately plead a claim for tortious interference with a prospective economic advantage, a plaintiff must allege “(1) a reasonable expectancy of entering into a valid business relationship, (2) the defendant’s knowledge of the expectancy, (3) an intentional and unjustified interference by the defendant that induced or caused a breach or termination of the expectancy, and (4) damage

11
Lindenhurst Drugs, Inc. v. Beckergreen
illappct · 1987 · cited in 1 Illinois opinions naming this issue, 2019–2019
1 sentence

2019Lindenhurst Drugs, Inc. v. Becker, 154 Ill.

11
In Re Estate of Kierasgreen
illappct · 1988 · cited in 1 Illinois opinions naming this issue, 1994–1994
1 sentence

1994App. 3d at 762 .) Gust and Bakal, as the directors and fiduciaries of Markal, "have the burden of establishing the fairness and propriety of the[ir] transactions.” Shlensky, 19 Ill. 2d at 283 ; see also In re Estate of Kieras (1988), 167 Ill.

11
Shlensky v. South Parkway Building Corp.green
ill · 1960 · cited in 1 Illinois opinions naming this issue, 1994–1994
2 sentences

1994(Kerrigan, 58 Ill. 2d at 30 ; see also Shlensky, 19 Ill. 2d at 278 .) Also, they were governed by "the corporate opportunity doctrine[, which] prohibits a corporation’s fiduciary from taking advantage of business opportunities which are considered as 'belonging’ to the corporation.” (Graham, 111 Ill.

1994App. 3d at 762 .) Gust and Bakal, as the directors and fiduciaries of Markal, "have the burden of establishing the fairness and propriety of the[ir] transactions.” Shlensky, 19 Ill. 2d at 283 ; see also In re Estate of Kieras (1988), 167 Ill.

11

Distinguished, questioned or overruled (0)

CaseNegativeCited
No negative-treatment citations attached to this issue in Illinois. Read the followed side critically anyway.

Also cited on this issue (12)

CaseCitedYears
Advantage Marketing Group, Inc. v. Keane green
illappct · 2019
2 sentences

2024Id. ¶ 127 As to the second element, the alleged breach implicates the corporate opportunity doctrine and the prohibition against corporate competition.

2024The corporate opportunity doctrine prohibits a corporation’s fiduciary from taking personal advantage of business opportunities that are “reasonably incident to the corporation’s present or prospective business and *** in which the corporation has the capacity to engage.” (Internal quotation marks omitted.) Advantage Marketing Group, Inc. v. Keane, 2019 IL App (1st) 181126, ¶ 23 .

32021–2024
Paulman v. Kritzer green
illappct · 1966
2 sentences

1982Paulman v. Kritzer (1966), 74 Ill.

1970In Paulman v. Kritzer, 74 Ill App2d 284, 219 NE2d 541 (1966), another derivative suit challenged a director’s personal gain from an activity which should have been offered to the corporation, in violation of the corporate opportunity doctrine.

21970–1982
Johnson v. Central Standard Life Insurance green
illappct · 1968
2 sentences

1973Co., 102 Ill.App.2d 15 , 243 N.E.2d 376 .) Plaintiff contends that since 1962 when they organized Plaza, the individual defendants, in breach of their fiduciary duties, and in violation of the corporate opportunity doctrine, have wrongfully appropriated Unity’s business opportunity in the sale of fire and casualty insurance.

1973Co., 102 Ill.App.2d 15 , 243 N.E.2d 376 .) Plaintiff contends that since 1962 when they organized Plaza, the individual defendants, in breach of their fiduciary duties, and in violation of the corporate opportunity doctrine, have wrongfully appropriated Unity’s business opportunity in the sale of fire and casualty insurance.

21970–1973
Indeck Energy Services, Inc. v. DePodesta green
illappct · 2021
2 sentences

2021On the breach of fiduciary duties claim (count IV), the court ruled in favor of plaintiff following a bench trial. ¶2 On appeal, the appellate court affirmed the trial court’s rulings on counts I and IV but reversed on count V. 2019 IL App (2d) 190043 .

2021As it stands, the rule of law established by the majority will allow dishonest fiduciaries to procure opportunities for themselves and strategically contract their way out of the requirements of the corporate opportunity doctrine, thereby avoiding any consequences of usurping corporate opportunities. ¶ 82 As the appellate court pointed out, this case is unusual, as corporate opportunity cases typically involve an opportunity that is available to one party or the other, but not both. 2019 IL App (2d) 190043, ¶ 70 .

12021–2021
Regal-Beloit Corp. v. Drecoll green
ilnd · 1996
1 sentence

2019App. 3d at 477 ; Regal-Beloit, 955 F. Supp. at 864 . ¶ 30 However, Keane argues that the corporate opportunity doctrine as pled in the amended complaint applies to officers and directors, but not employees and, therefore, AMG did not properly plead a breach of fiduciary duty.

12019–2019
Labovitz v. Dolan green
illappct · 1989
1 sentence

1995App. 3d 403 , 545 N.E.2d 304 , do not stand for the proposition that a court must always examine extrinsic evidence to determine a corporate opportunity violation.

11995–1995
Kerrigan v. Unity Savings Association green
ill · 1974
1 sentence

1994(Kerrigan, 58 Ill. 2d at 30 ; see also Shlensky, 19 Ill. 2d at 278 .) Also, they were governed by "the corporate opportunity doctrine[, which] prohibits a corporation’s fiduciary from taking advantage of business opportunities which are considered as 'belonging’ to the corporation.” (Graham, 111 Ill.

11994–1994
Radiac Abrasives, Inc. v. Diamond Technology, Inc. green
illappct · 1988
1 sentence

1991(See Radiac Abrasives, Inc. v. Diamond Technology, Inc. (1988), 177 Ill.

11991–1991
Melish v. Vogel green
illappct · 1975
1 sentence

1982App. 3d 125, 135 , 343 N.E.2d 17, 25 .) In addition to this proscription against misappropriating corporate property, the corporate opportunity doctrine prohibits a corporation’s fiduciary from taking advantage of business opportunities which are considered as "belonging” to the corporation (at least as far as the fiduciary is concerned).

11982–1982
Faraclas v. City Vending Co. green
md · 1963
2 sentences

1977In Faraclas v. City Vending Co. (1963), 232 Md. 457 , 194 A.2d 298 , also cited by plaintiffs, the corporation actually resolved to purchase certain of its own stock by unanimous vote of its directors.

1977In Faraclas v. City Vending Co. (1963), 232 Md. 457 , 194 A.2d 298 , also cited by plaintiffs, the corporation actually resolved to purchase certain of its own stock by unanimous vote of its directors.

11977–1977
Winger v. Chicago City Bank & Trust Co. green
ill · 1946
1 sentence

1970The Johnson decision relied upon the case of Winger v. Chicago City Bank & Trust Co., 394 Ill 94, 67 NE2d 265 (1946), where the rule was stated that where a fiduciary has acquired property of the corporation, in violation of the shareholder’s trust, such dealing will be presumed to be fraudulent and the burden of proving his good faith rests upon the fiduciary.

11970–1970
Vulcanized Rubber & Plastics Co. v. Scheckter green
pa · 1960
1 sentence

1966In Vulcanized Rubber & Plastics Co. v. Scheckter, 400 Pa 405, 162 A2d 400 , the corporation sued some of its directors for purchasing some of its own stock in derogation of their fiduciary obligations as directors.

11966–1966

Where else courts name it

IL 23 (1966–2026) DE 23 (1979–2026) NY 6 (1991–2020) MA 6 (1988–2008) MD 5 (1994–2007) AL 5 (1978–2018) CA 4 (1957–2025) RI 4 (1992–2010) NC 4 (1983–2025) CT 4 (1975–1998) AZ 4 (1966–2022) FL 3 (1992–2021) WI 3 (1991–2023) KY 2 (2009–2016) UT 2 (1982–1995) ME 2 (1995–2020) IA 2 (1966–1979) TN 2 (1998–2019) PA 2 (2021–2021) NE 2 (2020–2020)

Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.

← Caselaw search · G Cite Topics · Brief Check