Edward J. Underhill

Principal, Chicago
Phone: 312.245.7500
eunderhill@masudafunai.com

Ed Underhill has practiced at Masuda Funai for more than twenty-five years, and focuses his practice on representing businesses in commercial transactions and disputes. A business attorney with substantial experience in litigation, Mr. Underhill represents clients in state and federal courts throughout the United States. His cases involve intellectual-property disputes, contract disputes, UCC disputes (including commercial warranty claims), dealer terminations, unfair competition, business torts, and limited non-commercial claims. Mr. Underhill frequently represents clients at TRO and preliminary injunction hearings.

In an effort to resolve business disputes outside the traditional court forum, Mr. Underhill has developed an alternative dispute resolution ("ADR") practice in which he counsels and represents clients in mediations and arbitrations, including arbitrations administered by the American Arbitration Association ("AAA"). Mr. Underhill is a court-certified mediator for the Circuit Court of Cook County.

Mr. Underhill has been lead trial counsel in many jury and bench trials, and has been a member of the Federal Trial Bar since 1987. He is admitted to practice law in Illinois, and in the United States Court of Appeals (Seventh Circuit) and in the United States Supreme Court. He is a member of the American, Illinois State, and Du Page County Bar Associations, and serves as a hearing officer for the Judicial Evaluation Committee of the Chicago Bar Association.

Mr. Underhill is a graduate of Northern Illinois University ("NIU"), and is a past president of the NIU College of Law Alumni Board. He has received several awards from the NIU College of Law, NIU and other alumni organizations in recognition of his professional accomplishments and contributions to the university community. Mr. Underhill is particularly proud of his efforts to protect First Amendment student-press rights at NIU and elsewhere.

Mr. Underhill is the author of several articles covering legal topics relevant to his clients and their business needs. His most recent article, "Limiting the Time Period for claims in U.S. Arbitration Agreements" was published in the July 2013 issue of the Journal of the Japan Commercial Arbitration Association. A related article titled " Statutes of Limitation and Arbitration: Limiting Your client's Exposure," appeared in the May 2013 issue of the Illinois Bar Journal.

Mr. Underhill is also a published playwright and short story writer. Mr. Underhill won the Chicago Lawyer Fiction Contest in 1986, and he has been a finalist in various national fiction writing competitions.

Representative Matters


  • Defended various claims asserted by a Wisconsin distributor against the master U.S. distributor of a major machine-tool company in a lengthy arbitration conducted through the AAA. The claimant, a Wisconsin business, was terminated by the master distributor for cause after a several-year relationship. The Wisconsin dealer asserted claims under the onerous Wisconsin Fair Dealership Law (the "WFDL"), as well as claims for breach of a written distributorship agreement. The arbitration panel entered an award in favor of Mr. Underhill's client and against the claimant dealer on all counts at the end of the two-week proceeding.

  • Provided "expert witness" opinion testimony in a case filed in the Circuit Court of Cook County on the meaning of a contract entered into by a client and two separate law firms. Mr. Underhill offered the opinion that the so-called referring attorney had an obligation under the contract he sued upon to provide legal services to the client in order to receive a fee from the primary attorney following an extraordinary settlement achieved by the primary attorney in a medical malpractice case. Based in large part on Mr. Underhill's deposition testimony, the plaintiff/referring attorney dropped his claims and voluntarily dismissed his lawsuit.

  • Represented an equipment leasing and financing company in obtaining $20 million from a distressed debtor-lessee. The settlement followed nearly a year of litigation in various courts, including the U.S. District Court for the Northern District of Illinois.

  • Represented an equipment leasing company in its appeal of a series of trial court orders dismissing the company's lawsuits against lessees. The state trial court had dismissed the company's breach-of-contract claims asserted against several commercial lessees based on a finding that the company's claim was barred by "res judicata." Mr. Underhill was engaged to represent the company in its appeal of the dismissal orders entered in four separate cases. Mr. Underhill was able to persuade the appellate court in each case that the trial court erred in its application of "res judicata." The appellate court reversed the trial courts' dismissals, and reinstated the company's complaints – a decision that had significant positive impact on the company's lease portfolio.

  • Represented a claimant before the U.S. Department of Labor in one of the first cases filed under the "whistleblower" provisions of the Sarbanes-Oxley Act. He participated in the two-week trial of the case before an administrative law judge. The case was eventually settled pursuant to a confidential settlement agreement. Prior to trial, the Department of Labor accepted claimant's argument that a wholly-owned subsidiary of a publicly-traded company is covered by the Sarbanes-Oxley "whistleblower" protections, and the Court therefore denied Respondents' motion to dismiss the "whistleblower" claim.

  • Advised the American subsidiary of an international pharmaceutical company with respect to developing a policy for addressing intimidating and illegal actions taken by animal rights activists who had wrongly targeted company. He helped coordinate on behalf of the company an investigation by federal and state authorities while developing a plan to ensure the safety and well-being of all affected employees.

  • Defended an international machine tool manufacturer against claims asserted by former employees alleging, among other things, age discrimination arising out of a reduction in workforce. Lawsuit filed in federal court against client in Detroit, Michigan included a claim for wrongful death based on former employee's suicide several months after termination by company. Mr. Underhill obtained summary judgment for the company on the wrongful death claim prior to trial; he subsequently defended the client through a two-week trial, and although the verdict was for plaintiffs on the remaining counts, the dollar amounts of the verdicts were significantly less than anticipated by the client. All claims were subsequently settled prior to appeal. The Firm and Mr. Underhill continue to represent this client in all matters.

  • Appointed as special counsel to an international trading company that filed for Chapter 11 bankruptcy protection in New York. Prior to bankruptcy, he advised the client on how to preserve assets from attachment by creditors; assisted client in selecting bankruptcy counsel, and thereafter assisted the client in defending and asserting multi-million dollar claims in the bankruptcy proceedings. Mr. Underhill also worked with the creditors' committee and the secured creditors to allow client to remain in business for more than a year after filing, even though the Japanese parent and all related companies were in dissolution.

  • Represented the family of a Japanese citizen killed in a commercial aircraft crash. Mr. Underhill first assisted the widow in locating aviation disaster counsel and then agreed to assist in the preparation of the case and client for trial over several-year period. Defendants conceded liability so all lawsuits were consolidated into single lawsuit conducted by a federal court sitting in Cleveland, Ohio in 1995; individual juries were empanelled to determine specific damage awards. Mr. Underhill served as "second chair" at trial, and the jury awarded one of the largest damage verdicts to the widow in the consolidated case. The Firm and Mr. Underhill continue to represent the family in its U.S. affairs.

  • Represented the families of two Japanese citizens killed in crash of privately-owned and operated helicopter. Mr. Underhill assisted the families in locating aviation disaster counsel and assisted in the preparation of the case and clients for trial. The case settled in 2001 on the eve of trial for a multi-million dollar figure. The Firm and Mr. Underhill continue to represent the families in their U.S. affairs.

  • Represented executors of probate estates in various will contests and will construction cases and other probate litigation, big and small. See, for example, In re Hatsuye T., 293 Ill.App.3d 1046 (Ill.App. 1997).

  • SELECT REPORTED COURT DECISIONS

    • Mid-Continent Engineering, Inc., v. Toyoda Machinery USA Corp., et al., 676 F.Supp.2d 823 (2009)
    • IFC Credit Corp. v. Magnetic Technologies, Ltd., 2006 WL 3299866 (Ill. App. 1st Dist. 2006)
    • Toyoda Machinery, Inc. v. Gorski, 2003 WL 22956016 (N.D. Ill. 2003)
    • Elmendorf Grafica, Inc. v. D.S. America (East), Inc., 48 F.3d 46 (1st Cir. 1995)
    • Classic Hotels, Ltd. v. Lewis, 259 Ill.App.3d 55, 620 N.E.2d 1167, 197 Ill. Dec. 43 (Ill. App. 1st Dist., 1994)
    • Munters Corp. v. Matsui America, Inc., 730 F.Supp. 790, 14 U.S.P.Q.2d 1993 (N.D. Ill., 1989)
    • Washington Courte Condominium Association-Four v. Adreani, 169 Ill.App.3d 1082, 523 N.E.2d 1248, 120 Ill. Dec. 337 (Ill.App. 1st Dist. 1988)

Practice Areas

Education

  • Northern Illinois University, B.A., 1981
  • Northern Illinois University College of Law , J.D., 1984

Admissions

  • Illinois
  • U.S. Supreme Court
  • U.S. District Court for the Northern District of Illinois
  • U.S. Court of Appeals for the Seventh Circuit
  • Trial Bar, U.S. District Court

Professional Activities

  • American Bar Association
  • DuPage Bar Association
  • Illinois State Bar Association