A DuPage County businessman once convicted of bank fraud has sued the attorneys who represented his company, alleging they used his record to obscure a scheme in which they sought to avoid a payment by accusing him of forging an agreement with a former employer.
James Carroll filed his complaint Dec. 7 in Cook County Circuit Court against Daniel Coman and Ice Miller LLP, of Chicago, the law firm where Carroll is a partner.
According to Carroll’s lawsuit, in September 2012 he hired Ice Miller predecessor Coman & Anderson to provide legal advice concerning IPM Foods, of Janesville, Wisconsin. According to the complaint, Carroll started working as a financial consultant the preceding December while part of Naperville-based Kevney Consulting Group.
Carroll said he pleaded guilty to bank fraud in February 2016. But as recently as June 2019, IPMF leadership allegedly “submitted a glowing letter on Carroll’s behalf extolling what a tremendous employee he was.” That letter allegedly claims Carroll helped guide the company from 20 employees and $4 million in revenue to 150 workers and $55 million in revenue.
Carroll said he signed a phantom stock equity agreement with IPMF President Pavel Marciniak in March 2013.
Then in February 2016 Marciniak hired Carroll as director of finance and strategic financial planning, according to the court document. While serving as chief financial officer, Carroll and IPMF allegedly signed a new phantom stock agreement in June 2017, allegedly providing him a 7% equity interest in the event of his resignation or termination or an ownership change. The agreement also allegedly set a $700,000 floor for Carroll’s equity interest.
The dispute stems to late 2019, when IPMF was purportedly negotiating a sale with Westlake Securities and Trivest Partners. Carroll said he “was an integral part of securing the deal and anticipated a handsome payment when it was completed.” He also alleged IPMF’s other legal counsel “wisely advised” disclosing the phantom stock agreement and that IPMF didn’t retain Ice Miller until 2020, “once the deal proceeded to formal due diligence and had been reduced to writing.”
Carroll alleged the firm disagreed with the need to disclose the agreement and accused Coman of telling “the buyers no agreement existed.” He further said Ice Miller now represents Westlake and Trivest in a lawsuit against him, despite working directly with him as CFO to obtain information about IPMF needed for the sale.
During the due diligence phase, Carroll said in his complaint that Coman allegedly asked him how much he was owed under the 2017 agreement, and in the fall of 2020 Carroll said he expected at least $2.1 million.
Carroll alleged Coman never questioned the validity of the agreement or asked to see it in writing, but did allegedly state Marciniak likely couldn’t afford that sum.
Carroll alleged IPMF sent him a termination letter on Oct. 12, 2020, stating it was “for cause,” despite an alleged lack of definition of that term in any of his employment documents. When the sale was complete, Carroll received no money. Later that month, Carroll’s new lawyers allegedly sent a letter demanding IPMF satisfy the terms of the 2017 agreement.
However, at that time, allegedly “IPMF claimed, for the first time, that Marciniak’s signature on the 2017 Phantom Stock Agreement was a forgery,” according to Carroll's complaint.
Carroll conceded any money he gets from his lawsuit against Coman and Ice Miller would go toward restitution he owes for the 2016 judgment. But Carroll alleged the company and law firm floated “a bogus forgery claim because of Carroll’s conviction despite the multiple representations about an agreement and Carroll even disclosing the agreement in his divorce proceedings.”
His evidence included an August 2022 letter from Warren Spencer, a forensic document examiner, allegedly asserting Marciniak’s signatures on the 2013 and 2017 agreements are allegedly authentic.
Carroll claimed “the scheme to allege a forgery” came up after Westlake and Trivest became aware of the 2017 stock agreement and noted it as a financial liability for IPMF. He accused Coman and Ice Miller of breaching the standard of care and therefore violating rules of professional conduct. He seeks compensatory damages of at least $2 million.
Defendants did not respond to a request for comment from The Cook County Record.
Carroll is represented by the Chicago firm of Loftus & Eisenberg.