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UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

ERIC D. FREED, 

Plaintiff,

vs.

PAUL M. WEISS, RONALD WEISS, and COMPLEX 

LITIGATION GROUP LLC, an Illinois limited liability 

company,

Defendants.

_____________________________________________

ERIC D. FREED,

Plaintiff,

vs.

JPMORGAN CHASE BANK, N.A.,

Defendant/Third-Party Plaintiff,

vs.

COMPLEX LITIGATION GROUP LLC, PAUL M. 

WEISS, and JAMIE E. WEISS,

Third-Party Defendants.

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12 C 6720

Judge Feinerman

_______________________

12 C 1477

Judge Feinerman

MEMORANDUM OPINION AND ORDER

Eric D. Freed brought Case 12 C 1477 against JPMorgan Chase Bank, N.A., in the 

Circuit Court of Cook County, Illinois. Doc. 1-1 (12 C 1477). Chase removed the case, which 

includes only state law claims but which falls within the federal diversity jurisdiction, to this 

court. Doc. 1 (12 C 1477). The court dismissed Freed’s first amended complaint. Doc. 34 (12 C 

1477); Freed v. JPMorgan Chase Bank, N.A., 2012 WL 3307091 (N.D. Ill. Aug. 13, 2012). 
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Freed then filed a second amended complaint, Doc. 42 (12 C 1477), Chase again moved to 

dismiss, and the court denied the motion, Doc. 66 (12 C 1477); Freed v. JPMorgan Chase Bank, 

N.A., 2012 WL 6193964 (N.D. Ill. Dec. 12, 2012). Chase answered and brought third-party 

claims against Complex Litigation Group LLC (“the LLC”), Paul M. Weiss (“Weiss”), and 

Weiss’s wife, Jamie Saltzman Weiss (“Saltzman”). Doc. 75 (12 C 1477). 

Freed brought Case 12 C 6720 in federal court against Weiss, the LLC, and Weiss’s 

father, Ronald Weiss (“Ronald Weiss”). Doc. 1 (12 C 6720). Case 12 C 6720, like Case 12 C 

1477, brings only state law claims and falls within the court’s diversity jurisdiction. Case 12 C 

6720 was reassigned to the undersigned judge’s calendar pursuant to Local Rule 40.4 because it 

is “related” to Case 12 C 1477. Docs. 15, 16 (12 C 6720). There have been no substantive 

rulings in Case 12 C 6720.

For ease of exposition, this opinion will refer to all parties other than Freed collectively 

as “Defendants.” Defendants in both cases have moved the court to abstain under the doctrine 

set forth in Colorado River Water Conservation District v. United States, 424 U.S. 800 (1976), 

pending the resolution of an earlier-filed suit in Illinois state court, Freed v. Weiss, 2011 CH 

41529 (Cir. Ct. Cook Cnty., Ill. filed Dec. 5, 2011). Docs. 71, 79 (12 C 1477); Doc. 23 (12 C 

6720). In the state court suit, Freed sued Weiss and Saltzman, Doc. 27-4 (12 C 6720), and Weiss 

and the LLC filed counterclaims against Freed, which they styled as “Emergency Petitions,”

Docs. 83-5, 83-6 (12 C 1477). After Defendants filed their abstention motions in this court, the 

state court granted Freed’s motion to dismiss his state court claims. Doc. 86 (12 C 1477); Doc. 

32 (12 C 6720). Because Weiss and the LLC had filed counterclaims, the state court’s dismissal 

of Freed’s claims did not end the state court case, and so this court requested supplemental 

briefing on whether the state court counterclaims justified federal abstention even with Freed’s 
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state court claims out of the picture. Doc. 90 (12 C 1477); Doc. 35 (12 C 6720). The parties 

adhered to their initial positions. Docs. 91, 92, 96, 98 (12 C 1477); Docs. 41, 42-1 (12 C 6720).

For the following reasons, the abstention motions are granted and the two federal cases 

are stayed pending the outcome of the state court lawsuit.

Discussion

The Colorado River doctrine provides that “a federal court may stay or dismiss a suit in 

exceptional circumstances when there is a concurrent state proceeding and the stay or dismissal 

would promote ‘wise judicial administration.’” Caminiti & Iatarola, Ltd. v. Behnke 

Warehousing, Inc., 962 F.2d 698, 700 (7th Cir. 1992) (quoting Colorado River, 424 U.S. at 818). 

The Supreme Court “has cautioned that abstention is appropriate only in ‘exceptional 

circumstances,’ and has also emphasized that federal courts have a ‘virtually unflagging 

obligation ... to exercise the jurisdiction given them.’” AXA Corporate Solutions v. 

Underwriters Reins. Corp., 347 F.3d 272, 278 (7th Cir. 2003) (quoting Colorado River, 424 U.S. 

at 813, 817). In determining whether to abstain, the court’s task is “not to find some substantial 

reason for the exercise of federal jurisdiction by the district court; rather, the task is to ascertain 

whether there exist exceptional circumstances, the clearest of justifications, that can suffice 

under Colorado River to justify the surrender of that jurisdiction.” Moses H. Cone Mem’l Hosp. 

v. Mercury Constr. Corp., 460 U.S. 1, 25-26 (1983) (internal quotation marks omitted).

The Colorado River analysis has two steps. First, the court “inquire[s] whether the 

concurrent state and federal proceedings are parallel.” Caminiti, 962 F.2d at 700. If the 

proceedings are parallel, the court then weighs ten non-exclusive factors to determine whether 

abstention is proper. Id. at 701.
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I. Whether the Federal and State Cases Are Parallel

The parallelism analysis requires a description of the factual allegations and legal claims 

in the federal cases and the state court case. The court will begin with Case 12 C 6720 because 

the discussion of that case provides necessary background for the discussion of Case 12 C 1477. 

Unless otherwise noted, citations to docket entries in the following subsections are to the docket 

for the case discussed in that subsection.

A. Case 12 C 6720: Freed v. Weiss

In Case 12 C 6720, Freed alleges that he was a member of the LLC along with Weiss but 

that he voluntarily dissociated from the LLC on August 21, 2012. Doc. 1 at ¶¶ 1, 3-4. The sixcount complaint seeks (1) to force the LLC to purchase Freed’s distributional interest in the LLC 

and (2) to dissolve the LLC, and it claims (3) that Weiss breached fiduciary duties owed to Freed 

as a member and manager of the LLC, (4) that Weiss breached the Partnership Agreement that 

Freed and Weiss executed when they formed the LLC, (5) that the LLC itself breached the 

Partnership Agreement, and (6) that Ronald Weiss breached fiduciary duties owed to Freed as 

Freed’s or the LLC’s accountant. Id. at pp. 17-26.

The federal suit centers on a scheme allegedly concocted and executed by Weiss, assisted 

by Saltzman and Ronald Weiss, to push Freed out of the LLC and to take its assets. Id. at ¶¶ 1-3, 

49-55. Freed alleges that Weiss carried out this scheme by fraudulently transferring the LLC’s 

funds into bank accounts at Chase that were controlled by Weiss, and also by excluding Freed 

from control of the LLC by asserting that Freed had withdrawn LLC funds in violation of the 

Partnership Agreement in March 2011 and had thereby voluntarily disassociated himself from 

the LLC and given up his right to participate in its control. Id. at ¶¶ 1, 3, 24-48, 56-66.
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These factual allegations ground Freed’s claims in federal court for dissolution of the 

LLC, Doc. 1 at ¶¶ 78-79; for breach of fiduciary duty by Weiss, id. at ¶¶ 84-87; for breach of the 

Partnership Agreement by Weiss, id. at ¶¶ 90, 93; and for breach of the Partnership Agreement

by the LLC, id. at ¶ 100. The allegations are also pertinent to Freed’s claim to require the LLC 

to purchase his distributional interest, id. at ¶¶ 71-76, because the relevant value of his interest 

turns on whether he dissociated in March 2011, as claimed by Weiss, id. at ¶¶ 62-66, or in 

August 2012, as claimed by Freed, id. at ¶ 74 (“Freed has the right to his ‘distributional 

interest’—53% under the Partnership Agreement—of the LLC’s ‘fair value determined as of the 

date of the member’s dissociation,’ or August 21, 2012.”) (quoting 805 ILCS 180/35-60)

(emphasis added).

Freed brought the state court case on behalf of himself and derivatively on behalf of the 

LLC (then called “Freed & Weiss LLC”—the same entity now called Complex Litigation Group

LLC) against Weiss and Saltzman. Doc. 27-4. Freed’s factual allegations in the state court case 

largely overlap with those in Case 12 C 6720. As mentioned above, Freed has dismissed his 

state court claims, and so the question becomes whether abstention is appropriate in light of the 

counterclaims filed by Weiss and the LLC, which is now under Weiss’s control.

The counterclaims allege that Freed had dissociated from the LLC in March 2011; allege 

further that Freed’s misconduct after March 2011 should result in his being expelled from the 

LLC under the Illinois Limited Liability Company Act, 805 ILCS 180/1-1 et seq., if he had not 

in fact already dissociated in March 2011; ask the court to enjoin Freed from representing 

himself to third parties as a member or manager of the LLC; and, in the alternative to a 

declaration that Freed is disassociated from the LLC, seek a judicial determination that the LLC 

is dissolved. Docs. 83-5, 83-6 (12 C 1477). On March 4, 2013, after the abstention motions 
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were filed and after the state court dismissed Freed’s claims, Weiss and the LLC filed a 

“Renewed Motion to Set the Trial” in state court. Doc. 41-1. The motion notes that the 

counterclaims had been pending for over a year and that an evidentiary hearing on the 

counterclaims had been continued on several occasions. Id. at 1-4. The motion requests, among 

other things, the following relief:

1. A declaration that Freed was dissociated from CLG by at least March 

20, 2011 because Freed voluntarily terminated his membership interest 

in CLG pursuant to the Partnership Agreement by that date because 

Freed had deliberately withheld all of his services from CLG and Freed 

had been fully paid all amounts due to him under the Partnership 

Agreement.

* * *

5. Monetary relief against Freed for his unlawful conduct directed toward 

CLG and the Weisses.

6. A judicial determination that CLG is dissolved and a distribution of its 

assets.

Id. at 9-10.

Freed contends that this court should not even consider the renewed motion to set trial in 

evaluating whether abstention is appropriate, reasoning: “The motion for ‘Immediate Trial’ on 

phantom, never-before-pled claims, is obviously a last-ditch effort by Defendants to create an 

appearance of ‘parallelism’ that is plainly absent. This is precisely the type of bad-faith conduct 

that the Seventh Circuit held would warrant summary denial of an abstention motion. See Day v. 

Union Mines Inc., 862 F.2d 652, 658 (7th Cir. 1988).” Doc. 45 at 3. In fact, Day recognizes that 

the precise claims advanced in a state case can evolve over time and that sound judicial 

administration requires the federal court to look to whether the suits are parallel as of the time it 

rules on the abstention motion, not to whether they were parallel at some earlier date. See Day, 

862 F.2d at 658 (“a stay should be upheld in the interests of judicial economy if the concurrent 
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suits are parallel at the time of review, as they are here, even if they were not parallel when the 

stay was entered”). True, as Freed observes, Day also says that “if there is evidence of bad faith 

on the part of the party attempting to stay out of federal court, a district court or a reviewing 

court can deny a party’s motion to stay the federal proceedings.” Ibid. But there is no evidence 

of “bad faith” by Weiss, who merely is seeking to have the state court, the forum in which Freed 

initially sued him, resolve Freed’s and Weiss’s disputes about the LLC. Contrary to Freed’s 

submission, there is not much (if any) daylight between the counterclaims as pleaded and the 

motion to set the trial, and any such daylight reflects the modest evolution of state court claims 

that Day recognizes can occur. It therefore is appropriate to consider whether abstention is 

warranted in light of Weiss’s and the LLC’s motion to set the trial, which is nothing more, 

nothing less, than a motion intended to advance the counterclaims to judgment.

State and federal proceedings need not be identical to be parallel. See Interstate Material 

Corp. v. City of Chicago, 847 F.2d 1285, 1288 (7th Cir. 1988) (“Interstate is correct in its 

assertion that differences exist. However, the requirement is of parallel suits, not identical 

suits.”). Proceedings are parallel for Colorado River purposes “when substantially the same 

parties are contemporaneously litigating substantially the same issues in another forum.” Tyrer 

v. City of S. Beloit, 456 F.3d 744, 752 (7th Cir. 2006) (internal quotation marks omitted). Put 

another way, “[t]he question is not whether the suits are formally symmetrical, but whether there 

is a substantial likelihood that the [state court] litigation will dispose of all claims presented in 

the federal case.” AAR Int’l, Inc. v. Nimelias Enters. S.A., 250 F.3d 510, 518 (7th Cir. 2001) 

(internal quotation marks omitted). “[A]ny doubt regarding the parallel nature of the [state 

court] suit should be resolved in favor of exercising jurisdiction.” Id. at 520.
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Here, although the state and federal cases do not involve identical parties, they do involve 

“substantially the same parties.” Tyrer, 456 F.3d at 752. In both suits, Freed sued Weiss and an 

alleged accomplice (Ronald Weiss in the federal suit, and Saltzman in the state suit), and in both 

suits the LLC is aligned with Weiss, as a defendant in the federal suit and as a counter-plaintiff 

in the state suit. Ronald Weiss is a defendant only in the federal suit. But Freed’s claim against 

Ronald Weiss is derivative of his claim against Weiss, in that Freed claims that Ronald Weiss 

breached duties owed to Freed when Weiss “received the help of his father Ronald Weiss, the 

LLC’s accountant, to create false accounting records that concealed Weiss’s theft from Freed.” 

Doc. 1 at ¶ 49. If Weiss is not liable for any “theft” or other misconduct, then Ronald Weiss 

could hardly be liable for having helped Weiss to cover up that alleged misconduct.

Settled law holds that state and federal suits are not rendered non-parallel by the inclusion 

in one suit of a party not present in the other. See AAR Int’l, Inc., 250 F.3d at 518 (“the mere 

presence of additional parties ... in one of the cases will not necessarily preclude a finding that 

they are parallel”); Lumen Constr., Inc. v. Brant Constr. Co., 780 F.2d 691, 695 (7th Cir. 1985). 

“If the rule were otherwise, the Colorado River doctrine could be entirely avoided by the simple 

expedient of naming additional parties. ... [I]ts impact cannot be obliterated by the stroke of a 

pen.” Lumen Constr., Inc., 780 F.2d at 695; see also Pieleanu v. Mortg. Elec. Registration Sys., 

Inc., 2010 WL 1251445, at *2 (N.D. Ill. Mar. 24, 2010) (“if the plaintiff could simply add new 

defendants to avoid Colorado River, that doctrine would lose much of its force”). Under the 

present circumstances—where Ronald Weiss’s liability in the federal suit is derivative of the 

liability of Weiss, a co-defendant in the federal suit and a party in the state court suit, and also 

where Ronald Weiss’s presence in the federal suit and absence from the state court suit is 

entirely Freed’s doing—Ronald Weiss’s absence from the state suit does not defeat parallelism.
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The issues being litigated in the two suits are “substantially the same” as well. Tyrer, 456 

F.3d at 752. In the federal suit, Freed alleges that Weiss, assisted by Ronald Weiss, converted 

the LLC’s funds to his personal use without authorization and wrongfully excluded Freed from 

control of the LLC. The state court counterclaims are mirror images of Freed’s federal claims: in 

state court, Freed argues that Weiss concocted a false ground for forcing him out of the LLC in 

March 2011 and that Freed disassociated only as of August 2012, while Weiss and the LLC 

claim that Freed voluntarily dissociated in March 2011 or shortly thereafter. Doc. 41-1 at 9;

Doc. 83-5 (12 C 1477) at ¶¶ 8-10; Doc. 98-1 (12 C 1477) at 4-6. Both cases turn on whether 

Freed dissociated as of March 2011 or August 2012 or at some intermediate point, and both thus 

“will be resolved largely by reference to the same evidence.” Tyrer, 456 F.3d at 752-53.

Given the foregoing, the state and federal suits are parallel for purposes of Colorado 

River. In arguing to the contrary, Freed contends that his claim seeking to force the LLC to buy 

his distributional interest is before only the federal court. It is true that Freed did not present that 

particular request for relief in state court, but recall that suits need not be identical to be

“parallel” for Colorado River purposes so long as they present “substantially” the same issues. 

As explained above, the issues are substantially the same. Moreover, although Freed did not ask

the state court to require the LLC buy his distributional interest, the state court counterclaims do 

ask the state court for a “judicial determination that [the LLC] is dissolved and a distribution of 

its assets,” Doc. 41-1 at 10. And Freed’s dissolution request in federal court turns on the same 

issue as Weiss’s and the LLC’s mirror-image request in state court: whether Freed dissociated in 

March 2011, as Weiss contends, or in August 2012, as Freed contends, or at some intermediate 

point. Given this, Freed does not and could not explain how this court could award him the 

proper distributional interest once the state court decides how the LLC’s assets should be 
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distributed. See Lumen Constr., Inc., 780 F.2d at 695 (a court considering a Colorado River

motion should “look not for formal symmetry between the two actions, but for a substantial 

likelihood that the state litigation will dispose of all claims presented in the federal case”).

Freed’s arguments against abstention rest in large part on his assertions about Illinois 

state court procedure. He argues that his alleged dissociation from the LLC in August 2012 

mooted the state court counterclaims. Doc. 30 at 16-21. Yet as the parties reported at a status 

hearing on June 6, 2013, that very issue is pending in state court, where Freed’s motion to moot 

the counterclaims has been submitted for decision. Freed also argues at length that 805 ILCS 

180/35-60(d) renders improper Weiss’s and the LLC’s counterclaims to the extent they seek

dissolution of the LLC and distribution of its assets; Freed submits that only the disassociated 

member can seek dissolution and distribution. Doc. 106 (12 C 1477). But as the parties reported 

at the June 6 status hearing, the motion to set the trial is pending in state court and will be heard 

by Judge Kathleen Pantle, the judge presiding over the state court suit, if Freed’s motion to moot 

the counterclaims is denied. This means that the state court is set to resolve Freed’s argument 

regarding the propriety Weiss’s and the LLC’s request for dissolution and distribution.

Freed’s submissions regarding the possible mootness and procedural propriety of the 

state court counterclaims miss the point of a Colorado River motion, which is not to decide who 

has the better case, but merely to decide which court should decide. This court should not and 

will not pass on the merits of the state law issues now pending in state court. If the state court 

holds that Weiss’s and the LLC’s counterclaims are moot, or if it holds that 805 ILCS 180/35-

60(d) preclude Weiss and the LLC from pursuing their dissolution and distribution claims, then 

the parallelism that now exists likely will disappear and Colorado River likely will no longer 
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apply. Until that happens, the issues and parties in the state case are substantially the same as the 

issues and parties in the federal case, satisfying the first Colorado River requirement.

B. Case 12 C 1477: Freed v. JPMorgan Chase Bank, N.A.

In Case 12 C 1477, as in Case 12 C 6720, Freed alleges that he and Weiss were the two 

members and managers of the LLC. Doc. 42 at ¶¶ 2, 15, 16, 19. Allegedly—a qualification that 

applies to the following recitation of facts as well but that will not be repeated—Weiss and 

Saltzman concocted a plot to eliminate Freed from control of the LLC and to divest him of the 

portion of the LLC’s funds to which the Partnership Agreement entitled him. Id. at ¶¶ 13, 29. 

Weiss and Saltzman did this by opening bank accounts with Chase while falsely representing to 

Chase that Weiss was the LLC’s sole member and manager and that he therefore did not need 

anyone else’s consent to move the funds. Id. at ¶¶ 30-31, 33-34, 36-39, 41-43, 45. Chase could 

have investigated Weiss’s assertions and seen that they were false, but it did not do so. Id. at 

¶¶ 32, 34-35, 37, 40, 44, 46-47.

Weiss took his scheme to the next stage in March 2011. In response to Freed’s 

withdrawal of some funds from the LLC’s accounts, Weiss asserted that Freed had “voluntarily 

withdrawn” from the LLC and locked Freed out of the LLC’s property, computer systems, and 

bank accounts. Id. at ¶ 53. Weiss also transferred LLC funds to which Freed was entitled under 

the Partnership Agreement, including loan repayments and profit distributions, into the Chase 

accounts set up and controlled by him and Saltzman. Id. at ¶ 54.

In November 2011, after learning that the funds had been transferred to the Chase 

accounts, Freed delivered to Chase a written demand that it freeze the accounts immediately. Id. 

at ¶ 56; Doc. 42-7. The letter provided Chase with a copy of the Partnership Agreement, 

informed Chase that Freed was a member of the LLC and that Weiss lacked authority to 
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unilaterally transfer or use the LLC’s funds, and demanded that Chase freeze all funds held in the 

LLC’s accounts. Doc. 42-7. Instead of complying, Chase (acting through an employee) 

contacted Weiss, alerted him to Freed’s freeze demand, advised Weiss that the accounts likely 

would be frozen in response to the demand, encouraged Weiss to move the funds out of the 

accounts before they could be frozen, and aided him in doing so by helping him to obtain a 

$750,000 cashier’s check and to move that money from Chase to another bank, Northern Trust. 

Doc. 42 at ¶¶ 3, 57-58, 67-68. Weeks later, the same Chase employee helped Weiss arrange to 

move other funds, which were then about to be deposited into the Chase accounts, to another 

bank. Id. at ¶ 59.

At the time Chase took these actions, it was aware of the Partnership Agreement’s terms 

and of Weiss’s plot to take control of the LLC’s funds, including money owed to Freed to repay 

his loans to the LLC, in violation of the Agreement. Id. at ¶¶ 61, 64-66, 74. Without Chase’s 

assistance, Weiss would have been unable to misappropriate the funds after Freed delivered his 

freeze demand. Id. at ¶¶ 69-71. As of late 2011, when Weiss improperly transferred the funds 

out of the Chase accounts, Freed was owed at least $500,000 in repayments for loans he had 

made to the LLC, as well as millions of dollars in profit distributions. Id. at ¶¶ 72-73.

In his second amended complaint, Freed claims that Chase committed tortious 

interference with contract (the Partnership Agreement) when it encouraged and assisted Weiss to 

remove the funds from the Chase accounts after receiving Freed’s freeze demand. Id. at ¶ 75. 

Freed also claims that Chase aided and abetted Weiss’s breach of fiduciary duties that he owed to 

Freed by virtue of their positions as members and managers of the LLC. Id. at ¶¶ 77-81. Both of 

Freed’s claims against Chase require him to prove that Weiss committed underlying wrongs: 

breach of the Partnership Agreement and breach of fiduciary duty. See Echo, Inc. v. Timberland 
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Machs. & Irrigation, Inc., 661 F.3d 959, 968 (7th Cir. 2011) (noting that the elements of a 

tortious interference with contract claim under Illinois law include the existence of a contract 

between the plaintiff and a third party and a breach by the third party that was induced by the 

defendant); Hefferman v. Bass, 467 F.3d 596, 601 (7th Cir. 2006) (“Under Illinois law, to state a 

claim for aiding and abetting, one must allege (1) the party whom the defendant aids performed a 

wrongful act causing an injury ....”).

As mentioned above, Chase filed a third-party complaint against Weiss, Saltzman, and 

the LLC. Doc. 75 at 24-28. The third-party complaint repeats the allegations of wrongdoing 

against Weiss and Saltzman from Freed’s second amended complaint. It further claims that “[t]o 

the extent that [Chase] is found liable to Freed in connection with the claims Freed asserts 

against [Chase] or [Chase] otherwise incurs or sustains any damages, [Chase] is entitled to 

contribution and/or indemnity from the LLC, Weiss, and/or Saltzman, jointly and severally, 

based upon the conduct alleged in the [second amended complaint].” Id. at 24-25. To support 

the contribution claim, Chase states that “[t]he Joint Tortfeasor Contribution Act ... provides ... 

that ‘where two or more persons are subject to liability in tort arising out of the same injury to

person or property ... there is a right of contribution among them, even though judgment has not 

been entered against any or all of them.’” Id. at 26 (quoting 740 ILCS 100/2(a)). To support the

indemnity claim, Chase states that the “Account Rules and Regulations [that governed its 

depository relationship with the LLC] provide that [Chase] shall be relieved of any and all 

liability for acting upon the instructions of the LLC and/or the signatories on the LLC’s account 

and that the LLC shall indemnify and hold [Chase] harmless for all such actions.” Id. at 27. 

Chase concludes that “[a]s Freed’s claims arise out of transactions and conduct undertaken 

pursuant to the instructions of the signatories of the Accounts, Weiss and/or Saltzman, as 
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representatives of the LLC, the LLC must indemnify and hold [Chase] harmless from any and all 

such liability, attorneys’ fees, costs, and expenses pursuant to the Account Rules and 

Regulations.” Id. at 28.

The state and federal proceedings involve “substantially the same parties.” In the federal 

suit, Freed sues Chase and Chase sues Weiss, Saltzman, and the LLC. In the state suit, Chase is 

not a party, Freed had sued Weiss and Saltzman but dismissed his claims, and Weiss and the 

LLC sue Freed. The absence of Saltzman from the state case in immaterial for the reasons given 

above regarding Ronald Weiss—the claims against Saltzman are derivative of the claims against 

Weiss. See Lumen Constr., Inc., 780 F.2d at 695; Pieleanu, 2010 WL 1251445, at *2.

As for the absence of Chase from the state court suit, that distinction between the state 

case and Case 12 C 1477 is entirely attributable to Freed. It was Freed who decided to sue Chase 

in a separate suit rather than adding Chase as a defendant in his state court suit against Weiss. 

Indeed, Freed brought yet another suit in which he sued Northern Trust, a second bank that Freed 

believes was in cahoots with Weiss. Doc. 32-4 (12 C 1477). Judge Pantle has repeatedly 

remarked, with ample justification, that Freed is attempting to avoid her courtroom, and her 

adverse rulings, by filing several suits rather than combining all of his related claims before her 

in the state court Freed v. Weiss lawsuit. Doc. 27-1 (12 C 6720) at 3 (“I am concerned about 

whether or not Mr. Freed is abusing the process here by filing other lawsuits that are actually 

related to this lawsuit, that belong with this lawsuit, and what he is doing is attempting to 

undermine and undercut this court’s authority in the case that’s before the court by getting 

rulings from other judges. ... I’m very concerned about an abuse of process here and a 

manipulation of the system”); Doc. 27-2 (12 C 6720) at 4-5 (“You know, it’s just a shell game ... 

it appears now to be a game that ... Mr. Freed is trying to play to get away from me. So, you 
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know, we’ll file suit against all sorts of unrelated parties and make them sound like they’re 

independent lawsuits and, you know, that way we can get a judge other than Judge Pantle. We’ll 

go to federal court to get away from her ... this is just outrageous ...”); Doc. 27-12 (12 C 6720) 

at 15 (sanctioning Freed pursuant to Illinois Supreme Court Rule 137 for filing a case that “was 

not well-grounded in law” against Northern Trust).

Freed’s choice to sue Chase in a separate lawsuit enabled Chase to remove that suit, for 

had Freed joined Chase as a defendant in the Freed v. Weiss state court suit, removal would have 

been prohibited by 28 U.S.C. § 1441(b)(2) because diversity provides the only basis for federal 

jurisdiction and Weiss is a citizen of Illinois, the State in which the state court action was 

brought. See 28 U.S.C. § 1441(b)(2) (“A civil action otherwise removable solely on the basis of 

jurisdiction under section 1332(a) of this title may not be removed if any of the parties in interest 

properly joined and served as defendants is a citizen of the State in which such action is 

brought.”); Hurley v. Motor Coach Indus., Inc., 222 F.3d 377, 378 (7th Cir. 2000) (discussing the 

“forum defendant rule”). And even if the state court Freed v. Weiss suit had been removable, 

Freed could have ensured that all defendants would have stayed together whether they removed 

or not by suing them in a single suit rather than bringing separate suits. In short, Freed preferred 

to bring a barrage of separate state court suits, and that is why his claims against Chase—which 

ultimately depend on the facts and law in the state court case, because if Freed disassociated in 

March 2011, then Weiss did not violate his contractual and fiduciary obligations to Freed, and if

Weiss did not violate those obligations, then Chase is not liable to Freed—will be resolved after 

the state court resolves his disputes with Weiss rather than as part of the same case.

As the foregoing discussion makes clear, the issues being litigated in Case 12 C 1477 are 

substantially similar to the issues being litigated in state court. Freed’s claims against Chase in 
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federal court depend on his allegations that Weiss, assisted by Saltzman and Ronald Weiss, 

converted the LLC’s funds to his personal use without authorization and wrongfully excluded 

Freed from control of the LLC. If Weiss did not breach contractual and fiduciary duties owed to 

Freed, than Chase cannot be liable for having induced or aided and abetted a breach. See Echo, 

Inc., 661 F.3d at 968; Hefferman, 467 F.3d at 601. The state court counterclaims will resolve the 

same issue from the opposite direction by determining whether Freed in fact voluntarily 

dissociated from the LLC in March 2011, in which case Weiss did not breach either the 

Partnership Agreement or his fiduciary duties by taking steps to ensure Freed’s exclusion from 

the LLC. Doc. 41-1 (12 C 6720) at 9. The state court’s resolution of that in Weiss’s favor would

necessarily entail rejection of Freed’s position, essential to his claims against Chase, that he did 

not dissociate in March 2001 and that Weiss falsely asserted that Freed had dissociated as a way 

of taking the LLC and its assets for himself.

In arguing that the suits are not parallel, Freed says that “the State Action will not dispose 

of Freed’s claims against Chase.” Doc. 83 at 4. This contention fails to recognize that, as noted 

above, Freed bears primary if not sole responsibility for Chase not having been made part of the 

state court Freed v. Weiss suit. The contention also misunderstands both the elements of Freed’s 

claims against Chase—which do turn on the issues being litigated in the state action—and the 

principles of res judicata, which, if Freed loses in state court based on a finding that he

voluntarily dissociated in March 2011, almost certainly would provide Chase with an immediate 

victory in this case. See In re Owens, 532 N.E.2d 248, 251 (Ill. 1988) (“Defensive use of 

collateral estoppel precludes a plaintiff from relitigating issues by switching adversaries, and 

thus gives a plaintiff an incentive to try and join all defendants in the first action.”); Ill. State 

Chamber of Commerce v. Pollution Control Bd., 398 N.E.2d 9, 11-12 (Ill. 1979) (excising the 
17

mutuality requirement from the Illinois collateral estoppel doctrine); see also Havoco of Am., 

Ltd. v. Freeman, Atkins & Coleman, Ltd., 58 F.3d 303, 308 n.9 (7th Cir. 1995) (discussing the 

Illinois defensive nonmutual collateral estoppel doctrine). True, if Freed prevails in state court, 

he likely will be unable to use that victory offensively against Chase due to a lack of privity 

between Chase, on the one hand, and Weiss and the LLC, on the other. See Congregation of the 

Passion, Holy Cross Province v. Touche Ross & Co., 636 N.E.2d 503, 510 (Ill. 1994) (“Three 

factors are necessary for the application of collateral estoppel,” including “(3) the party against 

whom the estoppel is asserted must be a party, or in privity with a party, to the prior 

adjudication.”); Havoco of Am., Ltd., 58 F.3d at 308 n.9 (same). But parallelism under Colorado 

River requires only that there be “a substantial likelihood,” not a certainty, “that the [state court] 

litigation will dispose of all claims presented in the federal case.” AAR Int’l, Inc., 250 F.3d at 

518 (internal quotation marks omitted). Because that standard is met here, Case 12 C 1477 and 

the state case are parallel.

II. The Colorado River Factors

The second step in the Colorado River analysis requires examining and balancing the 

following ten non-exclusive factors:

1) whether the state has assumed jurisdiction over property; 2) the 

inconvenience of the federal forum; 3) the desirability of avoiding piecemeal 

litigation; 4) the order in which jurisdiction was obtained by the concurrent 

forums; 5) the source of governing law, state or federal; 6) the adequacy of 

state-court action to protect the federal plaintiff’s rights; 7) the relative 

progress of state and federal proceedings; 8) the presence or absence of 

concurrent jurisdiction; 9) the availability of removal; and 10) the vexatious or 

contrived nature of the federal claim.

Tyrer, 456 F.3d at 754 (quoting Caminiti, 962 F.2d at 701). “No one factor is necessarily 

determinative; a carefully considered judgment taking into account both the obligation to 

exercise jurisdiction and the combination of factors counseling against that exercise is required.” 
18

Colorado River, 424 U.S. at 818-19; see also Tyrer, 456 F.3d at 754. The court will address 

each factor in turn, making distinctions between the two federal suits where appropriate.

1. Whether the state has assumed jurisdiction over property. Defendants contend that 

the state court “assumed jurisdiction of the [LLC’s] bank accounts” by “preventing Freed from 

putting holds on the bank accounts” and by “enjoin[ing] Freed from interfering with accounts 

receivable and ... enter[ing] orders governing [the LLC’s] property, including its computer 

system, furniture, office location and client files.” Doc. 27 (12 C 6720) at 20 (brackets and 

internal quotation marks omitted); see also Doc. 79 (12 C 1477) at 9. In response, Freed asserts 

only that “the state court has not ‘assumed jurisdiction over property,’ which weighs against 

abstention from this Court’s exercise of jurisdiction.” Doc. 30 (12 C 6720) at 21. Freed’s failure 

to rebut or even to address Defendants’ specific arguments is a forfeiture, and so the court will 

accept that the state court has assumed jurisdiction over property related to this lawsuit. See

Bonte v. U.S. Bank, N.A., 624 F.3d 461, 466 (7th Cir. 2010) (“Failure to respond to an 

argument—as the Bontes have done here—results in waiver.”); Cincinnati Ins. Co. v. E. Atl. Ins. 

Co., 260 F.3d 742, 747 (7th Cir. 2001) (a party’s failure to respond to a non-frivolous argument 

“operates as a waiver”).

2. The inconvenience of the federal forum. Because the federal and state lawsuits are

pending in courts located in Chicago, the federal forum is not inconvenient and the second factor 

weighs against abstention.

3. The desirability of avoiding piecemeal litigation. “Piecemeal litigation occurs when 

different tribunals consider the same issue, thereby duplicating efforts and possibly reaching 

different results.” Day, 862 F.2d at 659. “Dual proceedings could involve what we have called a 

‘grand waste of efforts by both the court and parties in litigating the same issues regarding the 
19

same contract in two forums at once.’” Ibid. (quoting Microsoftware Computer Sys. v. Ontel 

Corp., 686 F.2d 531, 538 (7th Cir. 1982)). Here, because the federal and state actions involve 

substantially the same parties and legal issues, and because both cases turn on the veracity of 

Freed’s assertions regarding Weiss’s alleged wrongdoing and also upon when Freed 

disassociated from the LLC, proceeding simultaneously in both forums would ensure

“duplicative and wasteful litigation with the potential of inconsistent resolutions of the issue.” 

Caminiti, 962 F.2d at 701.

Simultaneous proceedings also would create incentives for one or the other party to 

attempt to delay proceedings in one forum should the other forum appear more favorable. See

ibid.; LaDuke v. Burlington N. R.R. Co., 879 F.2d 1556, 1560 (7th Cir. 1989). Indeed, Freed’s 

complaint in Case 12 C 6720 essentially concedes that this was his aim in filing that case in 

federal court despite the pendency of the state court suit: “Victimized by Weiss’s continued 

pilfering, and denied any interim relief in the [Cook County] Circuit Court, Freed expressly 

dissociated from the LLC on August 21, 2012. Freed then filed [Case 12 C 6720], over which 

this Court now had jurisdiction based on diversity of citizenship.” Doc. 1 (12 C 6720) at ¶ 17; 

see also id. at ¶¶ 7, 10 (explaining that Freed disassociated from the LLC to make himself 

diverse from the LLC, which permitted him to bring state law claims against the LLC in federal 

court). In essence, Freed is saying, “I was losing badly in state court, so I did what it took to get 

a parallel case into federal court.” The third factor strongly favors abstention.

Freed responds that “the claims in the state court were rendered moot when Freed 

dissociated so there is no credible concern over ‘piecemeal litigation.’” Doc. 30 (12 C 6720) at 

21. As indicated above, the mootness issue is before the state court. If the state court agrees 
20

with Freed on mootness and dismisses the state court counterclaims, the predicate for Colorado 

River abstention likely will disappear.

4. The order in which jurisdiction was obtained by the concurrent forums. This factor 

favors abstention, as Freed filed the state court Freed v. Weiss suit in December 2011, Case 12 C 

1477 in February 2012, and Case 12 C 6720 in August 2012. See Lumen Constr., Inc., 780 F.2d 

at 697 (holding that this factor favored abstention where the state case was filed five months 

before the federal case).

5. The source of governing law, state or federal. The source of the governing law in the 

federal cases is state law, which favors abstention. See Day, 862 F.2d at 660 (“a state court’s 

expertise in applying its own law favors a Colorado River stay”).

6. The adequacy of state court action to protect the federal plaintiff’s rights. The state 

court is eminently competent to protect Freed’s rights, which turn on state law. Freed argues that 

this conclusion ignores the principal goal of federal court diversity jurisdiction, “to protect nonresidents who seek redress under state law from the possible prejudice they might encounter in 

local courts,” and asserts that “Freed, a citizen of Florida ..., chose to commence these 

proceedings in [federal court] to avoid any prejudice.” Doc. 30 (12 C 6720) at 22. Whatever 

weight could be given to the abstract possibility of an Illinois state court’s being prejudiced 

against a Florida citizen, the possibility is extraordinarily remote here. Freed’s assertion that he 

fears prejudice as a Floridian is fatally undermined by the fact that Freed himself—a savvy and 

experienced litigation attorney—elected the state forum to bring Case 12 C 1477 against Chase, 

the state court Freed v. Weiss suit, and his related case against The Northern Trust. Freed even 

identified himself in the December 2011 Freed v. Weiss state court complaint as “a resident of 
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the state of Florida,” Doc. 1-1 (12 C 1477) at 13, showing that he had no fear that the state court 

would exhibit prejudice towards someone claiming to be a Florida resident.

At the risk of overkill, it bears mention that Freed retains substantial ties to Illinois. In a 

state court collection action brought against him by his former lawyers, Freed filed a pro se

pleading and served a pro se discovery response in July 2012 listing his address as Highland 

Park, Illinois. Docs. 17-1, 17-2 (Doc. 12 C 6720). And in his original complaint against Chase, 

the one filed in state court, Freed identified himself as a lawyer licensed to practice law in 

Illinois. Doc. 1-1 (12 C 1477) at ¶ 1 (alleging that Freed “is a lawyer licensed by the States of 

Illinois and California to practice law”).

In the end, having chosen the Circuit Court of Cook County, Illinois, as the forum for all 

but one of his suits (Case 12 C 6720), Freed cannot now be heard to accuse that court of 

prejudice against him due to his asserted Florida citizenship. If the state court views Freed in a 

negative light, and it most certainly does, it is due to Freed’s behavior and tactics in state court, 

not to his state of citizenship. The sixth factor favors abstention.

7. The relative progress of state and federal proceedings. In Case 12 C 6720, there was 

an “absence of any proceedings in the [federal] District court, other than the filing of the 

complaint [and a motion for jurisdictional discovery, Doc. 17], prior to the motion to [abstain].” 

Colorado River, 424 U.S. at 820. By contrast, Judge Pantle has issued numerous rulings, several 

of which have been appealed to and upheld by the Appellate Court of Illinois. Docs. 30-5, 30-6, 

30-7, 30-8, 41-1 (12 C 6720). Freed counters that the state court case “has been hopelessly 

stalled for several months” and that “any litigation before the state court effectively ended 

months ago.” Doc. 30 (12 C 6720) at 23. But Freed acknowledges that “limited discovery” has 

commenced in state court, Doc. 83 (12 C 1477) at 14-15, and he does not and could not deny that 
22

the state court has expended substantially greater judicial resources on this matter than has this 

court.

In Case 12 C 1477, this court has granted one motion to dismiss and denied another. But 

there has been no progress beyond Chase’s answering the second amended complaint and 

bringing in Weiss, Saltzman, and the LLC as third-party defendants. True, there are no claims 

against Chase in the state court action, though again that is because Freed chose to file a separate 

suit against Chase rather than join Chase in the state court Freed v. Weiss suit. However, 

because Freed’s claims against Chase depend on the success of his claims against Weiss, and 

because Weiss’s state court counterclaims would, if successful, almost certainly deal a fatal blow 

to Freed’s claims against Weiss and thus against Chase, the progress in the state court suit must 

be considered in weighing the relative progress of the state court suit and Case 12 C 1477. It 

follows that the state court suit has progressed substantially further than Case 12 C 1477, and 

therefore that the seventh factor favors abstention.

8. The presence or absence of concurrent jurisdiction. All of Freed’s claims in federal 

court arise under Illinois law, and Defendants would be susceptible to suit in Illinois court, so the 

eighth factor favors abstention. Compare Caminiti, 962 F.2d at 702-03 (holding that the state 

court’s lack of jurisdiction to hear a federal claim weighed against abstention). Freed responds 

by pointing to 805 ILCS 180/35-60(d), which states: “The jurisdiction of the court in which the 

proceeding [to force the LLC to purchase a member’s distributional interest] is commenced 

under this subsection (d) is plenary and exclusive” (emphasis added). Doc. 30 (12 C 6720) at 24. 

But again, Freed’s argument rests on the submission that Illinois law precludes Weiss and the 

LLC from seeking dissolution of the LLC and distribution of its assets in the state court case, a 

submission on which the state court soon will pass. If the state court agrees with Freed, then 
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Freed may move this court to lift the abstention order in light of the changed circumstances in 

state court.

9. The availability of removal. This factor recognizes a policy against a federal court’s 

hearing claims that are closely related to non-removable state proceedings. See Day, 862 F.2d at 

659-60. As noted above, the state court suit was non-removable due to 28 U.S.C. § 1441(b)(2). 

Because the federal suits are bound up with the claims in the non-removable state proceeding, 

the ninth factor favors abstention.

10. The vexatious or contrived nature of the federal claims. There is no need to 

comment adversely on Freed’s motives to conclude that, because his federal court claims closely 

track the state court claims that he brought and that have been brought against him, the federal 

suit is “vexatious” and “contrived” within the meaning of Colorado River. See Interstate 

Material Corp., 847 F.2d at 1289 (“[T]he federal suit could be considered both vexatious and 

contrived. Interstate filed both suits within seven months of each other seeking substantially the 

same relief from substantially the same parties. Without presuming Interstate’s motives, we see 

no reason why all claims and all parties could not have been, and still could not be, part of one 

suit.”). That said there is overwhelming evidence that Freed behaved vexatiously by bringing 

Case 12 C 6720 in federal court and Case 12 C 1477 as a separate suit in state court. As noted

above, Judge Pantle has remarked on several occasions that Freed has abused the judicial process 

by bringing a series of suits in an effort to circumvent unfavorable rulings by her.

Judge Pantle’s rulings have been extremely unfavorable, as the following examples show. 

Doc. 27-10 (12 C 6720) at 7 (Judge Pantle’s April 2012 order granting Weiss’s motion to enjoin 

Freed from filing or pursuing other related suits in state court, and noting that Freed “has 

specifically threatened to sue Tucker [Weiss’s attorney] in federal court probably because the 
24

appellate court has ruled that an Illinois trial court lacks the power to enjoin a party from filing 

suit in federal court”); Doc. 18-1 (12 C 1477) at 57 (Order from the Appellate Court of Illinois 

denying Freed’s interlocutory appeal of Judge Pantle’s April 2012 injunction); Doc. 18-1 (12 C 

1477) at 72 (Judge Pantle’s May 2012 order granting Northern Trust’s motion to dismiss Freed’s 

suit against it); Doc. 27-3 (12 C 6720) at 5 (Judge Pantle’s September 2012 order denying 

Freed’s motion to stay the state court proceeding and to compel arbitration, and granting the 

LLC’s motion to enjoin arbitration); Doc. 27-11 (12 C 6720) (Judge Pantle’s October 2012 order 

denying Freed’s motion to continue a hearing or to excuse his attendance, and stating “Freed is 

ordered to appear on October 4, 2012. His failure to appear will result in the issuance of a bench 

warrant for his arrest.”); Doc. 27-12 (12 C 6720) (Judge Pantle’s November 2012 order granting 

in part a motion for sanctions filed against Freed by Northern Trust and the LLC on the ground 

that Freed’s suit against Northern Trust “was not well-grounded in law”). Freed also is in the 

midst of contempt proceedings before Judge Pantle for various alleged instances of misconduct 

in connection with the state court case. Doc. 31 (12 C 6720) at 13. It is obvious as obvious can 

be that Freed brought a separate state court suit against Chase (12 C 1477), and then a separate 

federal suit against Weiss, Ronald Weiss, and the LLC (12 C 6720), in an effort to evade Judge 

Pantle’s courtroom and her stewardship of the litigation concerning Freed’s disputes with Weiss, 

the LLC, and the others alleged to be in league with Weiss and the LLC. The tenth factor 

accordingly weighs heavily in favor of abstention.

In sum, nine of the ten Colorado River factors—particularly the third, fourth, seventh, 

eighth, and tenth factors—favor abstention and provide the “exceptional circumstances” 

necessary to abstain under that doctrine.
25

Conclusion

Under the test set forth by the Seventh Circuit, Colorado River abstention is the proper 

course in both federal cases. The only remaining question is whether the federal suits should be 

dismissed or stayed. The Seventh Circuit routinely holds that Colorado River should be 

implemented through a stay, not dismissal. See Selmon v. Portsmouth Drive Condo. Ass’n, 89 

F.3d 406, 409-10 (7th Cir. 1996); Rosser v. Chrysler Corp., 864 F.2d 1299, 1308 (7th Cir. 1988); 

Lumen Constr., Inc., 780 F.2d at 697-98. Accordingly, the federal suits are stayed pending 

resolution of the state court litigation. When the state court litigation terminates, any party may 

move this court to lift the stay and proceed with the federal cases in a manner consistent with the 

state court’s rulings and any applicable principles of res judicata. See Rogers v. Desiderio, 58 

F.3d 299, 302 (7th Cir. 1995) (“It is sensible to stay proceedings until an earlier-filed state case 

has reached a conclusion, and then (but only then) to dismiss the suit outright on grounds of 

claim preclusion.”). Because the court has abstained under Colorado River, it unnecessary to 

address the alternative argument made in Case 12 C 6720 that abstention should be ordered 

under Burford v. Sun Oil Co., 319 U.S. 315 (1943). 

 June 13, 2013

 

 United States District Judge