Malcolm H. Brooks

Malcolm H. “Chip” Brooks is a partner in Holland & Knight's Litigation Practice in Chicago. He has represented businesses in state and federal courts nationally. There have been four primary focuses to Mr. Brooks practice:

Corporate Control and Shareholder Disputes

Mr. Brooks tried one of the first dissenters’ rights cases in Illinois under its new statutory framework in 1986. From that point on, he has worked on shareholder disputes for companies nationwide. A number of these cases have involved parties seeking temporary or preliminary injunctive relief. One case involved representing a client that had received a $26 million unsecured note as part of the consideration for the sale of an Alabama subsidiary for $56 million. When the litigation was done, the client both received back the subsidiary, and kept the $30 million cash it received in the original sale. In another case, Mr. Brooks initiated litigation that led to a management takeover of one of the largest private automobile fleet leasing companies in the country.

Travel Industry

Mr. Brooks has worked with travel industry clients since the early 1980’s. These clients have included domestic and international tour operators, hotel groups, airlines, large travel agencies, travel technology providers, industry groups, and tourism organizations. Travel industry clients use Mr. Brooks’ detailed knowledge of travel industry systems and conventions to assist them with technology, regulation, marketing issues, pricing questions, contract issues, employment problems and insurance. Mr. Brooks has participated in leading consumer class action and antitrust cases involving distribution of travel services.

Intellectual Property

Protecting clients’ intellectual property has been a particular focus of Mr. Brooks’ practice. He has represented both plaintiffs and defendants in trademark, trade dress, copyright, and trade secret claims in courts in many jurisdictions. Many trade secret cases involved departing employees. His intellectual property work has also involved cases in Illinois and Florida under state privacy statutes as they relate to the commercial use of images. In a software copyright case tried in North Carolina by Mr. Brooks, the court entered judgment for the firm's client at the close of the plaintiff's case.

Government

Mr. Brooks has represented various governmental agencies on complex and constitutional issues. In one case, Mr. Brooks co-led a team that successfully defended the State of Illinois against contract and constitutional claims brought by investors who had invested over a billion dollars in reliance on a state incentive program that was subsequently repealed. The investors sought over $2 billion from the state. In 2004, after seven years of litigation, the Illinois Appellate Court ruled finally and decisively in favor of the state.

Reported Cases and Decisions

• Madison River Management Co. v. Business Management Software Corp., 387 F.Supp.2d 521 (M.D.N.C. 2005)
• Madison River Management Co. v. Business Management Software Corp., 351 F.Supp.2d 436 (M.D.N.C. 2005)
• Soh v. Target Marketing Systems, Inc., 353 Ill.App.3d 126, 817 N.E.2d 1105 (1st Dist. 2004)
• New Heights Recovery and Power, LLC v. Bower, 347 Ill.App.3d 89, 806 N.E.2d 1156 (1st Dist. 2004)
• Connecticut Indem. Co. v. DER Travel Service, Inc., 328 F.3d 347 (7th Cir. 2003)
• In Re European Railpass Antitrust Litigation, 166 F.Supp.2d 836 (S.D.N.Y. 2001)
• Thomas & Betts Corp. v. Panduit Corp., 71 F.Supp.2d 838 (N.D. Ill. 1999)
• CGE Ford Heights, LLC. v. Miller, 306 Ill.App.3d 431, 714 N.E.2d 35 (1st Dist. 1999)
• Androphy v. Smith & Nephew, Inc., 31 F.Supp.2d 620 (N.D. Ill. 1998)
• Thomas & Betts Corp. v. Panduit Corp., 138 F.3d 277 (7th Cir. 1998)
• Patlovich v. Rudd, 949 F.Supp. 585 (N.D. Ill. 1996)
• Robbins Resource Recovery Partners, L.P. v. Edgar, 947 F. Supp. 1205 (N.D. Ill. 1996)
• Taracorp, Inc. v. NL Industries, Inc., 73 F.3d 738 (7th Cir. 1996)
• Thomas & Betts Corp. v. Panduit Corp., 65 F.3d 654 (7th Cir. 1995)
• Thomas & Betts Corp. v. Panduit Corp., 34 U.S.P.Q.2d (BNA) 1731 (N.D. Ill. 1995)
• Industrial Coatings Group, Inc. v. American Motorists Ins. Co., 276 Ill.App.3d 799, 658 N.E.2d 1338 (1st Dist. 1995)
• KNS Co. v. Federal Ins. Co., 866 F.Supp. 1121 (N.D. Ill. 1994)
• Massey v. Disc Manufacturing, Inc., 601 So.2d 449 (Ala. 1992)
• Wiebolt Stores, Inc. by and through Raleigh v. Schottenstein, 131 B.R. 635 (N.D. Ill. 1991)
• Wiebolt Stores, Inc. by and through Raleigh v. Schottenstein, 111 B.R. 162 (N.D. Ill. 1990)
• Illinois Corporate Travel, Inc. v. American Airlines, Inc., 889 F.2d 751 (7th Cir. 1989)
• Shapiro v. Regent Printing Co., 192 Ill.App.3d 1005, 549 N.E.2d 793 (1st Dist. 1989)
• Illinois Corporate Travel, Inc. v. American Airlines, Inc., 700 F. Supp. 1485 (N.D. Ill. 1988)
• Illinois Corporate Travel, Inc. v. American Airlines, Inc., 682 F. Supp. 378 (N.D. Ill. 1988)
• Estate of Jeziorski, 162 Ill.App.3d 1067, 516 N.E.2d 422 (1st Dist. 1987)
• Dana Molded Products, Inc. v. Brodner, 58 B.R. 576 (N.D. Ill. 1986)
• Chicago National League Ballclub, Inc. v. Thompson, 108 Ill.2d 357, 483 N.E.2d 1245 (1985)
• American Wheel & Engineering Co. v. Dana Molded Products, Inc., 132 Ill.App.3d 205, 476 N.E.2d 1291 (1st Dist. 1985)
• Thomas & Betts Corp. v. Panduit Corp., 1996 U.S.Dist. LEXIS 93 (N.D. Ill. 1996)
• Thomas & Betts Corp. v. Panduit Corp., 1995 U.S.Dist. LEXIS 5817 (N.D. Ill. 1995)
• Spring Air Co. v. Continental Ins. Co., 1995 U.S.Dist. LEXIS 4920 (N.D. Ill. 1995)
• Taracorp, Inc. v. NL Industries, Inc., 1995 U.S.Dist. LEXIS 3583 (N.D. Ill. 1995)
• Builders Square, Inc. v. Illgross Partners & Co., 1995 U.S.Dist. LEXIS 1834 (N.D. Ill. 1995)

Trials and Other Significant Evidentiary Hearings

• C.E. Niehoff & Co. v. Sargent et al. (Cook Co. Circuit Court). Represented company in stock valuation case against dissenting shareholders in a squeeze-out. Company proposed $1.2 million value; plaintiffs demanded $5.5 million value; after 6-day trial, court awarded $1.8 million value (February 2007).
• Madison River Management Co. v. Business Management Software, Inc. (U.S. District Court, M.D. North Carolina). Represented Madison River, manager of several local telephone companies, in defense of fraud, breach of contract and copyright infringement counterclaims by software vendor. After seven days of jury trial (May, 2006), the court entered judgment for Madison River on all eight claims (on Rule 50(a) motion).
• Myss v. Power Places, Inc. (Arbitration). Defended Power Places in a two-day arbitration (March 2005) for breach of contract. Award was limited to complainant's minimum claim.
• First Health Group Corp. v. Scullion and Aetna Inc. (DuPage County Circuit Court). Defended Aetna Inc. in 10-day preliminary injunction hearing (March-May 2004). First Health claimed that business unit CFO Aetna hired from First Health “inevitably” would disclose First Health’s trade secrets, and would violate employment agreement. Court denied preliminary injunction and subsequently entered summary judgment for Aetna (January 2005).
• Align Risk Analysis, Inc. v. Robinson (Cook County Circuit Court). Represented Align in two-week (January 2003) breach of contract jury trial against party that promised to invest in Align. Jury verdict for Align.
• Kavanaugh v. Hunter Hamersmith Advertising (Cook County Circuit Court). Represented advertising agency in defense of privacy claim by models whose images were used on billboards and other advertising for Sandals Resorts. During jury trial (June 2002), court declared mistrial on Hunter Hamersmith's motion, and case was settled.
• Tradewinds Airlines v. Interlease 757 Aircraft, L.P. (U.S. District Court, M.D. North Carolina). Represented Apple Vacations in mandatory injunction hearing (April 1999) to obtain use of aircraft for charter flights. Court issued injunction.
• Thomas & Betts Corp. v. Butkovich, (Cook County Circuit Court, Chicago). Represented corporation in trade secret and non-competition agreement claim against former employee. After two-week trial (February 1999), court ruled for employee.
• U.S. Nuclear Regulatory Commission v. Conam Inspection, Inc. (Atomic Safety and Licensing Board, Chicago). Represented licensee engaged in non-destructive testing in claim of U.S. N.R.C. that a substantial overdose and other violations had occurred. After a five-day hearing (September 1998), the N.R.C. settled the case by dismissing all claimed violations in return for payment of $15,000.
• Wojcik v. Aetna Life Insurance and Annuity Co. (NASD Arbitration, Chicago). Represented annuity agent in claim that Aetna steered business away from him in breach of his agreement and as part of a kickback scheme within Aetna. After five-day hearing (January 1997), arbitrators ruled for Aetna.
• Secret Communications, L.P. v. Century Denver Broadcasting, L.P. (Colorado District Court, Denver, Colo.). Represented Century Denver in defending Motion for Temporary Restraining Order brought by Secret Communications, which alleged that Century Denver’s new KJMN call letters would infringe on Secret Communications’ KIMN call letters. After a one-day evidentiary hearing (March 1996), court denied the motion for temporary restraining order, finding no likelihood of confusion between the two radio stations.
• Vaughan v. Segerdahl Corporation (Cook County Circuit Court, Chancery Division). Represented Patricia Vaughan in a suit for breach of fiduciary duty and for valuation of her three percent interest in the Segerdahl Corporation, a printing company, under the dissenters’ rights provisions of the Illinois Business Corporation Act. The corporation had set the “fair value” of Vaughan’s shares at $60 per share. After a seven-day trial (November 1995), the court awarded Vaughan $143 per share.
• Ashland Inc. v. GLS Corp. (U.S. District Court; S.D. Ohio). Represented GLS, which hired a group of employees from a fiberglass distribution business that Ashland was purchasing. Ashland sued GLS and employees for theft of trade secrets, breach of fiduciary duty, and interference with various supply contracts. The parties took approximately 50 depositions in 30 days, preceding a four-day preliminary injunction hearing (June 1995). The court denied Ashland’s motion for preliminary injunction, after which Ashland dismissed its claims.
• Thomas & Betts v. Panduit Corp. (U.S. District Court, N.D. Illinois). Co-Counsel in prosecuting Thomas & Betts’ claim that Panduit Corp. had infringed on Thomas & Betts trade dress rights in its cable tie design. After a five-day hearing (July 1994), the court entered a preliminary injunction prohibiting Panduit from making or advertising the infringing product. Injunction order was reversed on appeal.
• United States v. Taracorp, Inc. (U.S. District Court, S.D. Illinois). United States sued lead smelter for violations of Clean Water Act and RCRA financial responsibility requirements. The United States demanded a penalty of $3 million. After a four-day trial (September 1993), the court entered a penalty of $406,000.
• Equity Partners, Inc. v. Elmhurst Hospital Corp. (Arbitration). Represented owner of a hospital office building in dispute regarding the hospital’s right to purchase the building for expansion. Arbitrators ruled 3-0 for our client in January 1993.
• Disc Manufacturing, Inc. v. Massey (Madison County, Alabama) (1989-95). Our client, Quixote Corporation, sold Disc Manufacturing, Inc. (DMI) to Disctronics Limited, an Australian Company, in January 1988, and received as part of the consideration an unsecured note for $26.5 million, due Jan. 1, 1989. When that note was not paid, we obtained a $26.5 million judgment in Cook County, Ill. After a subsequent series of work-out agreements, Quixote retook ownership of DMI in April 1990. Quixote and DMI then sued Disctronics in Huntsville, Ala. for breaches of fiduciary duty and fraud relating to Disctronics’ attempt to transfer DMI’s contracts and business to another Disctronics compact disc manufacturer. After a hearing lasting three weeks in July 1990, the court entered a preliminary injunction against Disctronics.
• Milner v. A & A Limousine Co. (U.S. District Court, N.D. Ill. 1991). Represented South African woman in personal injury action against limousine company for soft tissue injuries. Jury awarded $19,000.
• Campagna v. Miller. (Cook County, Ill., Municipal Department, 1990). Represented investor in suit for fraud against restaurant promoter. Jury returned verdict for full $12,000 sought.
• People v. Charrier (Cook County, Ill. 1987) (2nd chair). Represented defendant (second chair) in defenestration murder case. Defendant was convicted in bench trial.
• Spiegel v. Ackerman. (Cook County, Ill., 1986) (second chair). Represented attorney in legal malpractice claim. Jury verdict was entered for defendant attorney.
• American Wheel & Engineering, Inc. v. Dana Molded Products, Inc. (Cook County, Ill. 1983) (second chair). Represented manufacturer in defense of trade secret claim and in prosecution of collection claim. The court entered judgment for our client on both issues.
• Knipp v. Schaffner. (Kane County, Ill. 1983) (second chair). Represented client in legal malpractice claim against attorney. Jury verdict for defendant attorney.
• Kostur v. Custom Aluminum Products. (Kane County, Ill. 1982) (second chair). Represented manufacturer in defense of trade secret claim. Court entered judgment for our client.
• People v. Robert Holden. (Cook County, Ill. 1982). Represented defendant in felony burglary case. Defendant was found not guilty.