A.L. Dougherty Real Estate Management Co., LLC v. Tsai

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Appellate Court Date: 2018.05.03
13:18:42 -05'00'
A.L. Dougherty Real Estate Management Co. v. Su Chin Tsai,
2017 IL App (1st) 161949Appellate Court A.L. DOUGHERTY REAL ESTATE MANAGEMENT COMPANY,
Caption LLC, and PHYLLIS K. DOUGHERTY, Plaintiffs-Appellees, v. SU
CHIN TSAI and CUBE GLOBAL, LLC, Defendants-Appellants.
District & No. First District, First Division
Docket No. 1-16-1949
Filed December 29, 2017
Decision Under Appeal from the Circuit Court of Cook County, No. 13-L-3920; the
Review Hon. Patrick Sherlock, Judge, presiding.
Judgment Affirmed.
Counsel on Patterson Law Firm, of Chicago (Thomas E. Patterson and Michael D.
Appeal Haeberle, of counsel), for appellants.
Cohen, Salk & Huvard, P.C., of Northbrook (Richard M. Hoffman and
Mira D. Arezina, of counsel), for appellees.
Panel PRESIDING JUSTICE PIERCE delivered the judgment of the court,
with opinion.
Justices Simon and Mikva concurred in the judgment and opinion.
OPINION
¶1 In 2011, plaintiffs, A.L. Dougherty Real Estate Management Company, LLC, and Phyllis
K. Dougherty, obtained a default judgment against March Fasteners, Inc. (March), a company
owned by defendant, Su Chin Tsai, for breaching a commercial lease (the underlying action).
Plaintiffs subsequently learned that while the underlying action was pending, March agreed to
sell certain assets to defendant, Cube Global, LLC (Cube Global), a company formed by Tsai’s
16-year-old daughter. Plaintiffs initiated this action, alleging in relevant part that Cube Global
was the alter ego of March, that Tsai and Cube Global were liable to plaintiffs for March’s
purported transfer of assets to Cube Global pursuant to section 5(a)(1) of the Uniform
Fraudulent Transfer Act (Fraudulent Transfer Act) (740 ILCS 160/5(a)(1) (West 2012)), and
that Tsai conspired with others to prevent plaintiffs from collecting on the default judgment
obtained in the underlying action. Following a bench trial, the circuit court entered judgment in
favor of plaintiffs.
¶2 On appeal, defendants argue that the circuit court erred because it (1) entered judgment in
favor of plaintiffs on a nonexistent “stand-alone” cause of action for alter ego liability,
(2) misapplied the law of veil piercing, (3) admitted certain documents into evidence without
an adequate foundation, (4) permitted plaintiffs’ expert to testify at trial to an undisclosed
opinion, and (5) denied defendants’ request for an evidentiary hearing on plaintiffs’ attorney
fees petition. For the following reasons, we affirm.
¶3 BACKGROUND
¶4 In March 2002, March, a company in the business of importing and distributing metal
fasteners, nuts, bolts, and screws to wholesale distributors, entered into a five-year commercial
lease with plaintiffs to rent space in plaintiffs’ Elk Grove Village warehouse, commencing on
April 1, 2002, and ending May 31, 2007. Tsai executed the lease on behalf of March. March
and plaintiffs later extended the Elk Grove Village warehouse lease through May 31, 2009.
¶5 On September 9, 2008, Tsai incorporated Matrix International, Inc. (Matrix), listing herself
on the articles of incorporation as Matrix’s sole incorporator and initial registered agent.
Matrix’s initial registered office was 2969 Burlington Avenue, Lisle, Illinois, which was Tsai’s
home address at the time. On October 3, 2008, Tsai, in her capacity as the president of Matrix,
executed a real estate purchase agreement and closing statement for a building located at 1966
Quincy Court, Glendale Heights, Illinois (the Matrix building). On December 31, 2008, March
moved out of the Elk Grove Village warehouse and into the Matrix building. March and Matrix
executed a commercial lease agreement for a term ending on December 31, 2011. Tsai signed
the lease on behalf of Matrix.
¶6 In April 2009, plaintiffs initiated the underlying action. March appeared through counsel
but its counsel later withdrew, and no additional appearance was filed on behalf of March. On
June 22, 2011, the circuit court entered a default judgment in favor of plaintiffs for
$281,462.32, plus attorney fees, costs, and postjudgment interest (the underlying judgment).
Through supplemental proceedings, plaintiffs only collected $3264.02 in satisfaction of the
underlying judgment, leaving a balance of $278,198.30.
¶7 Meanwhile, on October 20, 2010, Cube Global was formed. Tsai’s 16-year-old daughter
Li-Yen Tu (Vicky) was listed on the articles of organization as Cube Global’s organizer and
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registered agent, with Cube Global’s principal place of business listed as 1966 Quincy Court,
the address of the Matrix building. Tsai was Cube Global’s sole manager from inception until
sometime in 2012, when Yu-Chia Huang became a comanager of Cube Global.1
¶8 On November 1, 2010, Tsai sent a letter to March’s clients and vendors that stated:
“As our letterhead indicates, we have a new name. The business you knew as
March Fasteners, Inc. is becoming Cube Global, LLC. This change will take effect on
November 8, 2010.
There has been no change in management and we will be providing more products
and services under the new company. We would appreciate it if you would bring this
announcement to the attention of your accounts [receivable/payable] department and
direct them accordingly.”
At trial, Tsai acknowledged that she failed to disclose these letters during pretrial discovery.
¶9 On November 5, 2010, Tsai executed a sales agreement on behalf of March in which
March agreed to sell “certain assets” to Cube Global itemized in a 42-page exhibit to the sales
agreement. On its face, the sales agreement indicated that Cube Global agreed to pay $400,000
“(plus or minus 10%) for Inventory which is including [sic] packaging, outstanding, confirmed
sales orders and sales software.” Cube Global agreed to pay within 60 days after receiving
March’s assets.
¶ 10 Cube Global began operating on November 8, 2010. It operated out of the same space that
March occupied on November 5, 2010. Tsai testified that March did not close its doors right
away, and there was a period of time when March’s employees worked for both March and
Cube Global. Cube Global continued to use March’s vendors and customer codes on its
invoices. All of March’s employees eventually became employees of Cube Global. Cube
Global’s employees worked from the same desks with the same phone numbers and used the
same software that March had used. Cube Global executed a lease for the Matrix building,
which commenced on January 1, 2011, and expired on March 31, 2014.
¶ 11 On April 17, 2013, plaintiffs initiated this action seeking to hold Tsai and Cube Global
liable for the underlying judgment against March and for March’s transfer of its assets to Cube
Global. Relevant to the issues on appeal, count II of the second amended complaint alleged that
Cube Global was the alter ego of March because it had acquired and assumed all of March’s
assets, customers, business operations, and employees and because it failed to maintain
arms-length transactions with March, Matrix, and Tsai. Count II further asserted that
“[a]dherence to the fiction of March and Cube Global’s separate corporate existences would
*** promote a substantial injustice” and claimed that Cube Global was liable for the
underlying judgment. In count III, plaintiffs alleged that both Cube Global and Tsai were liable
to plaintiffs because March’s transfer of substantially all of its assets to Cube Global was a
fraudulent transfer under the section 5(a)(1) of the Fraudulent Transfer Act (740 ILCS
160/5(a)(1) (West 2012)). Count IV alleged that Tsai aided and abetted the fraudulent transfer,
and count V alleged that Tsai conspired with Xiaoyu Fang, Yu-Chia Huang, and Tsai’s
children, Vicky, Li-Jen Tu (Alex), and Li-Heng Tu (Eric), to “orchestrate [an] elaborate
1
The actual ownership of Cube Global was a disputed issue at trial. Defendants asserted that Cube
Global was owned by Xiaoyu Fang (who is Tsai’s niece’s husband) and Huang. Neither Fang nor
Huang gave depositions in this case, nor did defendants call either of them to testify at trial.
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fraudulent scheme” that prevented plaintiffs from recovering the underlying judgment from
March.
¶ 12 At trial, plaintiffs sought to establish that March transferred its assets to Cube Global
without receiving reasonably equivalent value in exchange. Plaintiffs called Michael Pakter, a
certified public accountant, as an expert witness in the field of forensic accounting. 2 Pakter
testified that on and after November 5, 2010, virtually all of March’s assets were transferred to
Cube Global, including inventory, accounts receivable, “all of the asset infrastructure, the
business economic infrastructure of March, the employees, and assembled work force, the
customer relationships, the vendor relationships, the leasehold interest, all of the goodwill,
everything.” Pakter identified other assets that were transferred from March to Cube Global,
including “pallets, furniture, fittings, computers, equipment, telephone equipment, the phone
number, [and the] fax number. All of the infrastructure of March Fasteners was transferred
over to Cube Global.” Pakter testified that he had identified “hundreds of examples of orders
placed, shipped and invoiced by March before November 5, 2010, to monies paid to and
deposited by Cube Global on and after Monday, November 8, 2010.” In total, Cube Global
received $343,084 from March’s accounts receivable. He further testified that after November
8, 2010, when Cube Global began operating out of the Matrix building, March paid $99,500 in
rent due under the lease and no “reasonable equivalent value was given for the $99,500 of rent
that was paid” by March to Matrix. Defendants objected to Pakter’s testimony regarding the
rent, arguing that his opinion regarding the value of the rent was not disclosed in his pretrial
written report. The circuit court overruled defendants’ objection. Pakter concluded that
“March did not receive reasonably equivalent value for receivables, rent, and good will and
other assets.” Pakter did not place a value on the good will or other assets transferred.
¶ 13 Plaintiffs’ evidence sought to establish the web of connections between Tsai, March,
Matrix, and Cube Global, as well Tsai’s financial control over those entities. We recite only
those facts necessary to understand our disposition here.
¶ 14 In 2007, Tsai was the sole owner, secretary, and treasurer of March. Starting in February
2008, Tsai was also March’s president and sole director. Tsai was the sole authorized signatory
on all of March’s bank accounts.
¶ 15 Tsai testified at her deposition that she never held a position as an officer, director, or
owner of Matrix. Matrix’s 2009 and 2010 annual reports, however, listed Tsai as its registered
agent, President, and Secretary. The 2010 report additionally listed Tsai as Matrix’s director,
and Tsai signed the 2010 report as Matrix’s President. In December 2010, Tsai opened a bank
account for Matrix at JPMorgan Chase Bank, N.A. (Chase), and she was the only authorized
signatory on the account. Matrix’s principal address remained 2969 Burlington Avenue, which
was Tsai’s home address at the time. From Matrix’s inception through July 2013, Tsai signed
every one of Matrix’s checks drawn on the Chase account. In August 2012, Tsai added her son
Eric as an additional authorized signatory on the Chase account. The Chase documentation
reflected that Tsai added Eric as a signatory in her capacity as president, despite Matrix’s 2011
report reflecting that Chun Hsein Wu was Matrix’s president. In his 2015 deposition, Eric
stated that he was not familiar with Matrix prior to his deposition. The evidence showed that
Tsai made checks on the Matrix account to pay a water bill, homeowner’s association dues,
and a landscaping bill for her 2969 Burlington Avenue residence.
2
Defendants had no objection to Pakter’s qualifications as an expert.
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¶ 16 Plaintiffs’ evidence established Tsai’s involvement in the formation and capitalization of
Cube Global, as well as her control over Cube Global’s bank accounts. As stated above, on
October 20, 2010, Tsai’s 16-year-old daughter, Vicky, formed Cube Global listing herself as
its organizer and registered agent with its principal place of business at the Matrix building. On
November 2, 2010, Tsai opened a Cube Global business account at Chase with Tsai listed as
Cube Global’s manager and the only person authorized to sign checks or transact business on
Cube Global’s Chase account. On November 10, 2010, five days after the execution of the
sales agreement between March and Cube Global, Eric (who was also 16 years old at the time)
issued a $100,000 check from a personal checking account jointly held by him and his mother
payable to Cube Global. Eric testified that the $100,000 had been transferred to the joint
account by Tsai and that she directed him to issue the check to Cube Global because Xiaoyu
Fang, who was Tsai’s niece’s husband, needed a loan. Tsai acknowledged that she transferred
the $100,000 to Eric so that Eric could loan the money to Fang, whom Tsai claimed was the
one who requested Cube Global’s formation in the first place. Eric did not receive a
promissory note for the $100,000 loan to Fang. On July 18, 2011, Eric issued another check for
$18,000 to Cube Global from the joint checking account. Days before the check was issued,
Tsai transferred $18,000 into the joint account from her personal checking account. In August
2012, Tsai added Eric as an additional authorized signatory on Cube Global’s Chase account.
Eric’s sole involvement with Cube Global, however, was a two month internship in 2011.
¶ 17 The actual ownership of Cube Global was disputed at trial. Tsai testified that Fang
“created” Cube Global, and claimed that Cube Global was owned by Fang and Huang. Tsai
could not recall if Fang had requested that Tsai file the articles of incorporation or if Fang
requested an accountant to do so. Tsai testified that Cube Global had share certificates, which
were admitted into evidence.3 Tsai also testified that Fang and Huang kept minutes of Cube
Global’s meetings.4 Tsai stated that she only spoke to Fang and Huang one or two times per
year. According to Cube Global’s 2010 tax returns, Fang made $198,077 in capital
contributions, while Huang made $162,063 in capital contributions. Tsai testified that another
Cube Global tax return showed that Fang and Huang made additional capital contributions of
$53,450 and $43,732, respectively.5 Tsai testified that these were cash contributions that were
used to purchase inventory from China. Over plaintiffs’ objection, the circuit court admitted
into evidence a cash receipt from Cube Global’s Chinese supplier, Morgan Hardware, for
approximately $400,000, which was purportedly for the inventory purchased with Fang’s and
Huang’s capital contributions. Tsai did not produce any evidence, however, to suggest that
funds used to pay for the Chinese inventory were transferred from accounts owned or
3
The three share certificates for Cube Global, dated October 20, 2010, reflected that Fang had a
40% ownership interest, Huang had a 35% ownership interest, and an individual named Pi-Tao Hung
had a 25% ownership interest.
4
Plaintiffs objected to the admission of the minutes from any meetings between Fang and Huang,
since Tsai was not present for any of the meetings and thus could not lay a foundation for the minutes’
admissibility. Plaintiffs further objected that Tsai had not produced the minutes prior to her deposition
and had only produced them in the months before trial. The circuit court sustained plaintiffs’
objections.
5
The trial transcript refers to “Plaintiff’s Exhibit 27,” although we have not been able to locate that
exhibit in the record on appeal.
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controlled by either Fang or Huang, or any other evidence to corroborate Tsai’s testimony that
Fang and Huang paid for the inventory. Neither Fang nor Huang testified at trial.
¶ 18 Finally, plaintiffs introduced evidence that between April 2011 and July 2011, Tsai
transferred $961,000 from Cube Global’s accounts into other accounts under Tsai’s exclusive
control. Plaintiffs established that between July 20, 2011, and July 22, 2011, Tsai transferred
$966,000 from accounts under her control into Matrix’s Chase account, for which she was also
the sole authorized signatory. On July 25, 2011, Tsai transferred $990,000 from Matrix’s
Chase account to an escrow trust account at Chicago Title and Trust Company in connection
with the purchase of a house located at 1700 South Braymore Drive, Inverness, Illinois. The
sale of the house in Inverness to Tsai closed on July 25, 2011, and Tsai was issued a warranty
deed. Defendants objected to the admissibility of the escrow and closing documents into
evidence, contending there was a lack of foundation showing Tsai’s familiarity with her
attorney’s signature on the documents. The circuit court overruled the objections. Tsai testified
that the home was purchased in her name and the loan was guaranteed by her husband but that
the property was subsequently transferred to her children. At the time of trial, Tsai resided at
1700 South Braymore Drive.
¶ 19 The parties submitted extensive written closing arguments addressing whether Cube
Global was March’s alter ego and therefore liable for the underlying judgment. On December
29, 2015, the circuit court entered a written order discussing the principles of corporate
successor nonliability and the exceptions thereto. The circuit court concluded that Cube Global
was the alter ego and mere continuation of March. The circuit court found that March and Cube
Global had the same ownership and the “two businesses were one and the same.” The circuit
court concluded that Cube Global was liable for the underlying judgment, including attorney
fees as provided for under March’s lease. Next, the circuit court found that Cube Global was
liable to plaintiffs under the Fraudulent Transfer Act in the amount of $435,584 because it
received $343,084 from March’s accounts receivable and $92,5006 in rent paid by March to
Matrix, without providing March with reasonably equivalent value in exchange. The circuit
court found, however, that Tsai was not personally liable under the Fraudulent Transfer Act
because she did not receive any fraudulently transferred assets. The circuit court did, however,
find that Tsai aided and abetted the fraudulent transfer by assisting in the formation of Cube
Global, Outbox, LLC (one of the companies Tsai used to transfer money for the purchase of
the Inverness house), and Matrix and by using her children’s bank accounts to funnel her own
money to Cube Global. Finally, the circuit court concluded that Tsai conspired with Cube
Global, March, Fang, and Huang in an attempt to transfer March’s assets to avoid March’s
liabilities. The circuit court therefore entered judgment (1) in favor of plaintiffs and against
Cube Global on count II (alter ego), (2) in favor of plaintiffs and against Cube Global on count
III in the amount of $435,584 (fraudulent transfer), (3) in favor of Tsai and against plaintiffs on
count III (fraudulent transfer), and (4) in favor of plaintiffs and against Tsai on counts IV
(aiding and abetting) and V (conspiracy) in the amount of $435,584.
6
The circuit court’s order found that “Cube Global received $92,500 in free rent that was actually
paid by March.” Pakter’s testimony at trial was that Cube Global received $99,500 in rent that was paid
by March to Matrix. Neither party on appeal addresses this discrepancy or provides any insight as to
why the circuit court did not award plaintiffs an amount consistent with Pakter’s testimony.
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¶ 20 Plaintiffs filed a petition for attorney fees and costs seeking $293,607. Defendants
challenged numerous fees as improper. Defendants requested an evidentiary hearing and
prehearing discovery. On March 2, 2016, the circuit court denied defendants’ motion for an
evidentiary hearing and awarded plaintiffs $251,755.53 in attorney fees (after disallowing
certain fees), $24,303.14 in costs, and $121,965.46 in interest. The circuit court entered a final
judgment (1) against Cube Global on count II in the amount of $676,222.43 ($278,198.30 (the
unsatisfied underlying judgment) plus $398,024.13 (attorney fees, costs, and postjudgment
interest)) and on count III in the amount of $435,584 and (2) against Tsai on counts IV and V in
the amount of $435,584.
¶ 21 On June 14, 2016, the circuit court entered a written order denying defendants’
postjudgment motion. Relevant to the issues on appeal, the circuit court rejected defendants’
argument that it erred by admitting the Inverness escrow and closing documents into evidence
without an adequate foundation. It further rejected defendants’ argument that Pakter was
improperly allowed to testify to a previously undisclosed opinion and determined that any
error would have been harmless. Finally, the circuit court rejected defendants’ arguments
regarding whether Cube Global was March’s alter ego. The circuit court stated that “veil
piercing and alter ego liability are two separate causes of action, and that it is the alter ego
cause of action which is alleged in [c]ount II.” The circuit court relied on Federal Insurance
Co. v. Maritime Shipping Agencies, Inc., 64 Ill. App. 3d 19 (1978), to conclude that, “[f]or
years, Illinois courts have recognized a ‘stand-alone’ alter ego cause of action.” The circuit
court rejected defendants’ argument that Tower Investors, LLC v. 111 East Chestnut
Consultants, Inc., 371 Ill. App. 3d 1019 (2007), “supplanted” a stand-alone alter ego cause of
action. The circuit court determined, however, that even if count II was a corporate veil
piercing claim, the result would be the same, since a veil piercing claim has two prongs:
“(1) there is such a unity of interest and ownership that the separate personalities of the
corporation and the parties who compose it no longer exist, and (2) circumstances are such that
adherence to the fiction of a separate corporation would promote injustice or inequitable
circumstances.” Id. at 1033-34. The circuit court found that “[a]dhering to the fiction of
separate corporate existences for March and Cube [Global] would certainly work [an] injustice
and sanction fraud.” Defendants filed a timely notice of appeal.
¶ 22 ANALYSIS
¶ 23 Defendants’ first argument on appeal is that the circuit court erred by entering judgment in
favor of plaintiffs and against Cube Global on a “stand-alone” cause of action for alter ego
liability. Defendants seize on the portion of the circuit court’s June 14, 2016, order denying
defendants’ postjudgment motion in which the circuit court, relying on Federal Insurance,
concluded that, “[f]or years, Illinois courts have recognized a ‘stand-alone’ alter ego cause of
action.” Defendants contend that no such cause of action exists, that “[a]lter ego claims are the
same as veil piercing,” and that the circuit court “invent[ed] a new claim, with less stringent
standards requiring just one prong of the veil piercing test.”
¶ 24 The basic tenants of corporation law are familiar. “A corporation is a legal entity separate
and distinct from its shareholders, directors, and officers.” In re Rehabilitation of Centaur
Insurance Co., 158 Ill. 2d 166, 172 (1994). A corporation’s shareholders, officers, and
directors are not generally liable for the corporation’s debts. Peetoom v. Swanson, 334 Ill. App.
3d 523, 526 (2002). “However, a court may disregard a corporate entity and pierce the veil of
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limited liability where the corporation is merely the alter ego or business conduit of another
person or entity.” Id. at 527. The alter ego doctrine “fastens liability on the individual or entity
that uses a corporation merely as an instrumentality to conduct that person’s or entity’s
business.” Id. Piercing the corporate veil is not a separate cause of action but instead is a means
for imposing liability in an underlying cause of action. Id.; Buckley v. Abuzir, 2014 IL App
(1st) 130469, ¶ 9. “A party seeking to pierce the corporate veil must make a substantial
showing that one corporation is a dummy or sham for another.” Buckley, 2014 IL App (1st)
130469, ¶ 12. The plaintiff must demonstrate that “(1) there is such a unity of interest and
ownership that the separate personalities of the corporation and the parties who compose it no
longer exist, and (2) circumstances are such that adherence to the fiction of a separate
corporation would promote injustice or inequitable circumstances.” Tower Investors, 371 Ill.
App. 3d at 1033-34.
¶ 25 Here, defendants’ argument that the circuit court only required plaintiffs to prove the alter
ego prong of a veil piercing claim ultimately fails because the circuit court’s written orders
make it clear that the circuit court found both that Cube Global was the alter ego of March and
that “[a]dhering to the fiction of separate corporate existences for March and Cube [Global]
would certainly work [an] injustice and sanction fraud.” Defendants fail to address the circuit
court’s express findings. Defendants have therefore forfeited any argument that the circuit
court’s findings are against the manifest weight of the evidence. Ill. S. Ct. R. 341(h)(7) (eff.
Jan. 1, 2016) (“Points not argued are waived ***.”).
¶ 26 We do note, however, that defendants are correct that there is no “stand-alone” alter ego
cause of action. As noted above, in order to pierce the corporate veil, a plaintiff must establish
both that an individual or entity is the alter ego of a corporation and that adhering to the fiction
of separate corporate entities would promote injustice or inequitable circumstances. See Tower
Investors, 371 Ill. App. 3d at 1033-34. Here, the circuit court relied on Federal Insurance to
conclude that, “[f]or years, Illinois courts have recognized a ‘stand-alone’ alter ego cause of
action.” In support of this conclusion, the circuit court quoted Federal Insurance:
“The concept of disregarding the corporate existence and imposing liability
personally upon the real parties to a transaction is well established and is summarized
in 19 C.J.S. Corporations § 839, at 264 (1940): ‘Where the director or officer is the
alter ego of the corporation, that is, where there is such unity of interest and ownership
that the separateness of the individual and corporation has ceased to exist, and the facts
are such that an adherence to the fiction of separate existence of the corporation would
sanction a fraud or promote injustice, such director or officer will be held liable for
obligations of the corporation.’ The concept has been variously announced, defined,
explained, and applied in decisions of many Federal and State courts. It has likewise
been accepted and applied by the courts of this State for many years. (See People ex rel.
Scott v. Pintozzi[, 50 Ill. 2d 115, 128 (1971)] and cases cited therein.) A corporation
may be the alter ego of another corporation and where this occurs the distinct
corporate entity will be disregarded and the two corporations will be treated as one.
See Dregne v. Five Cent Cab Co.[, 381 Ill. 594, 603 (1943)]; Wikelund Wholesale Co.
v. Tile World Factory Tile Warehouse[, 57 Ill. App. 3d 269, 272 (1978)].” (Emphasis
added.) Federal Insurance, 64 Ill. App. 3d at 30.
In Federal Insurance, the plaintiff obtained a judgment against Maritime Shipping Agencies,
Inc. (Maritime), and sought to satisfy that judgment against Glacier Marine Agencies, Ltd.
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(Glacier), Morrie Boas, and Sheldon Shalett, the principal officers of both Maritime and
Glacier. Id. at 21. We found that the plaintiff was entitled to summary judgment because
“there are no genuine questions as to the existence of such a unity of interest and
ownership among Maritime, Glacier, Boas, and Shalett that their individual identities
have ceased to exist, and that an adherence to the fiction of the separate corporate
existence of Maritime would sanction a fraud against the creditors of Maritime and
would promote injustice.” Id. at 31-32.
Although we did not explicitly refer to our analysis as piercing the corporate veil, it is clear
from our holding, as well as the authorities we relied on, that we were applying traditional
veil-piercing principles to find that Maritime’s alter egos were liable for Maritime’s debts.
Neither Federal Insurance nor the authorities relied on therein suggest the existence of a
stand-alone cause of action for alter ego liability that is separate or different from the equitable
remedy of piercing the corporate veil. Instead, a finding that an individual or entity is the alter
ego of a corporation is one prong of the veil-piercing analysis. And as we explained above, the
circuit court here made findings under both prongs of the veil-piercing analysis. We therefore
reject defendants’ argument that the circuit court entered judgment on a nonexistent cause of
action.
¶ 27 Defendants next argue that the circuit court misapplied the law of veil piercing as it applies
to contractual relationships, insisting that the focus should be on the formation of the lease
between plaintiffs and March that gave rise to the underlying judgment. Defendants contend
that before the circuit court could pierce the corporate veil, plaintiffs needed to present
evidence of misrepresentation, concealment, or misunderstanding by March at the time of
contracting. Defendants assert that the circuit court “was wrong about the type of case”
involved here and that determining “[w]hether the contract standard applies requires looking to
the initial debt for which the veil piercing is sought.” We disagree.
¶ 28 In breach of contract cases, “courts apply an even more stringent standard to determine
when to pierce the corporate veil than in tort cases.” Saletech, LLC v. East Balt, Inc., 2014 IL
App (1st) 132639, ¶ 26 (citing Tower Investors, 371 Ill. App. 3d at 1033). This is because “a
party seeking relief for a breach of contract presumably entered into the contract with the
corporate entity voluntarily and knowingly and expecting to suffer the consequences of the
limited liability status of the corporate form.” Id.; 1 William Meade Fletcher et al., Fletcher
Cyclopedia of the Law of Private Corporations § 41.85, at 692 (perm. ed., rev. vol. 1999).
“Where there is no evidence of any misrepresentation, no attempt to conceal any facts, and the
parties possess a total understanding of all of the transactions involved, Illinois courts will not
pierce the corporate veil in a breach of contract situation.” Tower Investors, 371 Ill. App. 3d at
1034 (citing Main Bank of Chicago v. Baker, 86 Ill. 2d 188, 205 (1981)).
¶ 29 We find that the circuit court properly declined to evaluate plaintiffs’ veil piercing claim
under the principles applicable to breach of contract claims because the present dispute does
not involve a breach of contract. Instead, this case involves the enforcement of a judgment:
plaintiffs are attempting to hold Tsai and Cube Global liable for the underlying judgment
obtained in the underlying action. Under the merger doctrine, once the underlying judgment
became final, the lease entirely merged into the judgment, and no further action at law or
equity could be maintained on the lease. Poilevey v. Spivack, 368 Ill. App. 3d 412, 414 (2006).
The formation of the contract, therefore, is irrelevant. Furthermore, defendants’ argument
would require plaintiffs to establish that, at the time plaintiffs contracted with March in 2002
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and again in 2007, plaintiffs were actually contracting with Cube Global (which did not exist
until 2008) and that March concealed or misrepresented that fact. This was not a contract
action, and thus the circuit court was not required to find fraud, concealment, or
misunderstanding at the time that March entered into the Elk Grove Village warehouse lease.
¶ 30 In sum, we find no basis to reverse the circuit court’s judgment that Cube Global was liable
for the underlying judgment entered against March. The circuit court did not enter judgment on
a “stand-alone” alter ego cause of action, and the circuit court was not required to evaluate
plaintiffs’ veil piercing claims under breach of contract principles. We therefore affirm the
circuit court’s judgment in favor of plaintiffs on count II.
¶ 31 Next, defendants argue that the circuit court erred by admitting the escrow and closing
documents related to Tsai’s purchase of the Inverness house into evidence without a proper
foundation. We disagree.
¶ 32 A party must lay the proper foundation before introducing a document into evidence. Piser
v. State Farm Mutual Automobile Insurance Co., 405 Ill. App. 3d 341, 348 (2010). Proper
authentication of a document requires the proponent to demonstrate that the document is what
proponent claims it to be. Id. at 348-49; see also Ill. R. Evid. 901 (eff. Jan. 1, 2011).
Authentication can be made by either direct or circumstantial evidence. Piser, 405 Ill. App. 3d
at 349. “Routinely, the proponent establishes the identity of the document ‘through the
testimony of a witness who has sufficient personal knowledge to satisfy the trial court that a
particular item is, in fact, what its proponent claims it to be.’ ” Id. (quoting Kimble v. Earle M.
Jorgenson Co., 358 Ill. App. 3d 400, 415 (2005)). We review a circuit court’s decision to admit
or exclude evidence for an abuse of discretion. Beehn v. Eppard, 321 Ill. App. 3d 677, 680
(2001). A circuit court abuses its discretion only if it “ ‘act[s] arbitrarily without the
employment of conscientious judgment, exceed[s] the bounds of reason and ignore[s]
recognized principles of law [citation] or if no reasonable person would take the position
adopted by the court.’ ” Schmitz v. Binette, 368 Ill. App. 3d 447, 452 (2006) (quoting Popko v.
Continental Casualty Co., 355 Ill. App. 3d 257, 266 (2005)).
¶ 33 Plaintiffs sought to establish Tsai’s ownership and control over Cube Global in part by
showing that Tsai transferred $961,000 from Cube Global accounts into Matrix’s account and
then transferred $990,000 from Matrix’s accounts to an escrow account at Chicago Title and
Trust Company in order to purchase the Inverness house. Defendants argue that the circuit
court admitted the following documents relating to the purchase of the Inverness house into
evidence without a proper foundation: (1) a “Cash Escrow Trust Agreement,” (2) an “Escrow
Trust Disbursement Statement,” dated July 25, 2011, (3) an “Escrow Receipt and
Disbursement Authorization,” and (4) a warranty deed dated July 25, 2011, for the property.
Defendants conclude that the circuit court’s admission of these documents into evidence
without a proper foundation warrants a “new trial *** on all counts.”
¶ 34 We find that the circuit court did not abuse its discretion in admitting the escrow and
closing documents into evidence because a reasonable trier of fact could conclude from Tsai’s
testimony that the escrow and closing documents were authentic and were what plaintiffs
claimed they were. But even if the circuit court abused its discretion in admitting the
documents, the error was harmless.
¶ 35 At trial, Tsai testified that she executed an Illinois Statutory Short Form Power of Attorney
for Property authorizing Zhidong Wang to act as her attorney-in-fact, granting him authority to
execute documents on her behalf in connection with the purchase of the Inverness house. Tsai
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acknowledged that the “Cash Escrow Trust Agreement” identified her as the purchaser of the
house, and she acknowledged that the document was signed by Wang. When plaintiffs moved
to introduce the trust agreement into evidence, defendants’ counsel objected “on authenticity
and relevance grounds.” Plaintiffs’ counsel responded, “I think she’s identified it as a
document that was created in connection with the purchase of her house that was signed by her
authorized agent.” The circuit court overruled defendants’ objection and admitted the trust
document into evidence. Tsai acknowledged that the trust number on the trust agreement was
the trust number into which $990,000 was wired from Matrix’s Chase account on July 22,
2011.
¶ 36 Next, Tsai testified that the “Escrow Trust Disbursement Statement” reflected the same
trust number as the trust agreement. The disbursement statement stated, under “Receipts,”
“7-22-11, Su Chin Tsai, cash to close $990,000.” Tsai identified the $990,000 as the money
she put in escrow to purchase the Inverness house. When plaintiffs’ counsel asked whether the
signature on the disbursement statement was Wang’s, over defense counsel’s foundation
objection, Tsai acknowledged that the disbursement statement was signed by Wang under the
power of attorney. The disbursement statement was then admitted into evidence over
defendants’ authenticity and relevance objections.
¶ 37 Tsai then identified the “Escrow Receipt and Disbursement Authorization,” which again
reflected the same trust number as the trust agreement and the disbursement statement. Over
defense counsel’s foundation objection, Tsai acknowledged that the disbursement
authorization was signed by Wang under the power of attorney. The disbursement
authorization was then admitted into evidence over defendants’ objection to a lack of
foundation. Finally, Tsai identified the “Warranty Deed General” for the Inverness house,
dated July 25, 2011, conveying the property to Tsai. The warranty deed was admitted into
evidence over defendants’ objection to a lack of foundation.
¶ 38 The circuit court did not abuse its discretion in admitting the escrow and closing
documents into evidence because there was sufficient evidence from which it could conclude
that the closing and escrow documents were authentic. Tsai acknowledged her attorney’s
signature on the closing and escrow documents, which she had specifically authorized him to
sign on her behalf. Tsai’s testimony that her attorney’s signature appeared on the closing and
escrow documents was sufficient to show her familiarity with her attorney’s signature. See Ill.
R. Evid. 901(b)(1) (eff. Jan. 1, 2011) (authentication or identification of a document may be
satisfied by testimony from a witness with knowledge “that a matter is what it is claimed to
be”). Tsai’s testimony that she authorized Wang to execute documents on her behalf in
connection with the closing coupled with her testimony that the documents at issue were
signed by Wang provided a sufficient foundation to admit the closing and escrow documents
into evidence.
¶ 39 But even assuming arguendo that the circuit court abused its discretion in admitting the
documents without a proper foundation, the circuit court’s error was harmless. A circuit
court’s error in admitting evidence without a proper foundation will not be overturned if the
error was harmless. Benzakry v. Patel, 2017 IL App (3d) 160162, ¶ 43 (citing Lorenz v. Pledge,
2014 IL App (3d) 130137, ¶ 18). Here, defendants make no argument that any prejudice
resulted from the admission of the escrow and closing documents or that the admission of the
documents in any way affected the outcome of the trial. Tsai’s own testimony demonstrated
that she (1) transferred $961,000 from Cube Global’s account into Matrix’s account,
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(2) transferred $990,000 from Matrix’s account to the escrow trust account, (3) transferred the
funds into the escrow trust account for the purposes of purchasing the house, and (4) purchased
the Inverness house. From these admitted facts, the circuit court could reasonably infer that
Tsai controlled Cube Global to such an extent that she funneled money from Cube Global to
purchase the Inverness house even without the escrow and closing documents, which were
cumulative and corroborative of her testimony. We find that even if the circuit court abused its
discretion in admitting the escrow and closing documents without a proper foundation, the
error was harmless and does not provide a basis for disturbing any portion of the circuit court’s
judgment in favor of plaintiffs.
¶ 40 Next, defendants argue that the circuit court erred by permitting Pakter to testify to an
undisclosed opinion at trial. Defendants contend that Pakter’s disclosed written report did not
contain any opinion that March did not receive reasonably equivalent value from Cube Global
in exchange for $92,500 in rent that March paid to Matrix after November 8, 2010, when Cube
Global began operating in the Matrix building. Defendants argue that a new trial is warranted,
or that the circuit court’s judgment on counts III, IV, and V should be reduced by $92,500. We
find that the circuit court did not abuse its discretion in admitting Pakter’s testimony regarding
the rent.
¶ 41 The purpose of “timely disclosure of expert witnesses, their opinions, and the bases for
those opinions is to avoid surprise and to discourage strategic gamesmanship amongst the
parties.” Morrisroe v. Pantano, 2016 IL App (1st) 143605, ¶ 37. Illinois Supreme Court Rule
213(f)(3) (eff. Jan. 1, 2007) provides:
“A ‘controlled expert witness’ is a person giving expert testimony who is the party, the
party’s current employee, or the party’s retained expert. For each controlled expert
witness, the party must identify: (i) the subject matter on which the witness will testify;
(ii) the conclusions and opinions of the witness and the bases therefor; (iii) the
qualifications of the witness; and (iv) any reports prepared by the witness about the
case.”
Rule 213(g) limits an expert’s testimony at trial to the “information disclosed in answer to a
Rule 213(f) interrogatory, or in a discovery deposition.” Ill. S. Ct. R. 213(g) (eff. Jan. 1, 2007).
“A witness may elaborate on a disclosed opinion as long as the testimony states logical
corollaries to the opinion, rather than new reasons for it.” Foley v. Fletcher, 361 Ill. App. 3d
39, 47 (2005); see also Morrisroe, 2016 IL App (1st) 143605, ¶ 37 (“An expert witness may
expand upon a disclosed opinion provided that the testimony states a logical corollary to the
disclosed opinion and not a new basis for the opinion.”). The testimony at trial must be
encompassed by the original opinion. Foley, 361 Ill. App. 3d at 47.
¶ 42 At trial, Pakter testified that March did not receive reasonably equivalent value in
exchange for the assets transferred to Cube Global. He placed a value on two specific assets:
accounts receivable and rent payments. After detailed testimony was given regarding his
opinion of the value of accounts receivable transferred to Cube Global, Pakter testified that no
reasonably equivalent value was given in exchange for March’s accounts receivable or “for
$99,500 of rent that was paid.” Defendants objected, arguing Pakter had not previously
disclosed his opinion that March did not receive reasonably equivalent value from Cube
Global in exchange for the $99,500 in rent paid by March to Matrix. The circuit court
overruled the objection, directing defense counsel to the pages of the report that discussed
these rent payments. The circuit court concluded by finding that Pakter’s report discussed
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“rents that were paid during the certain period of time during which Cube Global was
occupying space at the [Matrix building] *** which was paid by March.”
¶ 43 Pakter, who was deposed twice by defendants, authored a written report, disclosed to
defendants, that thoroughly analyzed all of the asset transfers from March to Cube Global, and
concluded that the entirety of March’s business infrastructure was transferred to Cube Global.
Pakter did not opine as to the value of each asset transferred, instead he valued only two asset
classes: accounts receivable and specified rental payments. Pakter’s report observed that,
“[b]efore November 5, 2010, Matrix’s tenant at [the Matrix building] was March. After
November 8, 2010, March’s [sic] tenant at the [Matrix building] was Cube. The payments by
March and/or Cube to Matrix have the following strange and/or unusual patterns,” shown in
the following table:
Date March’s Checking Cube’s Checking
Account Account
October 21, 2010 $20,500 $0.00
November 30, 2010 $0.00 $0.00
December 20, 2010 $20,500 $10,000
January 20, 2011 $20,500 $0.00
February 22, 2011 $20,500 $0.00
March 22, 2011 $0.00 $20,500
April 19, 2011 $0.00 $20,500
May 16, 2011 $38,000 $0.00
Pakter’s report stated that Cube Global “continued in March’s space at [the Matrix building]
on or after November 8, 2010; *** March paid rent to Matrix in October 2010, December
2010, January 2011, February 2011 and May 2011.” Pakter’s report concluded, in relevant
part, that “Cube did not pay March for its goodwill, assembled workforce, customer lists,
customer relationships, systems, vendor relationships, furniture and/or incoming-earning
capabilities.” He further concluded that “March, Cube, Matrix and [Tsai] were (and/or are)
interrelated parties ***. The [s]ales agreement and [a]sset [t]ransfer [t]ransactions concealed
and/or obfuscated the transfer of March’s [a]ccounts [r]eceivable and other valuable assets to
Cube without consideration.” In his report, Pakter specifically valued the transfer of March’s
accounts receivable, but did not offer valuations of other transferred assets such as “pallets,
furniture, fittings, computers, equipment, telephone equipment, the phone number, [the] fax
number,” or goodwill. He concluded that the sales agreement and the asset transfer
transactions “shifted the entire revenues, assets and income of the fastener business and the
means of earning profits for the business located at [the Matrix] building from March to Cube
[Global].” Pakter’s written report specifically documented the “strange and/or unusual
patterns” of payments from March and Cube Global to Matrix, and clearly documented rent
payments by March to Matrix after November 8, 2010, the date on which Cube Global began
operating out of the Matrix building. The basis for Pakter’s opinion that March did not receive
any reasonably equivalent value for $99,500 in rent that it paid to Matrix after November 8,
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2010, was fully disclosed in his written report. The circuit court therefore, did not abuse its
discretion in permitting Pakter to testify regarding the rent payments.
¶ 44 Furthermore, the circuit court could reasonably conclude that March paid $99,500 in rent
to Matrix for Cube Global’s benefit without Pakter’s opinion. Pakter testified at trial that “there
were three payments of $20,500, plus another payment of $38,000, totaling $99,500, all of
which were paid at a time that March was no longer occupying those premises and had a
forgiveness from its landlord, and Cube [Global] was occupying and making use of that
space.” There is no dispute that there was an adequate foundation for this testimony, as it was
clearly documented in Pakter’s written report. Furthermore, Pakter’s testimony clearly
demonstrated that March continued to make rent payments after it went out of business and
after it had been sued by plaintiffs in the underlying action. Taken together with Pakter’s
testimony that March transferred the entirety of March’s business infrastructure to Cube
Global, there was sufficient evidence from which the circuit court could reasonably conclude
that March’s rent payments to Matrix were made for Cube Global’s benefit and were a
fraudulent asset transfer worth $99,500. Therefore, assuming arguendo that Pakter’s ultimate
opinion regarding the rent was undisclosed, any error in admitting the testimony would be
harmless because there was a sufficient factual basis for this component of the circuit court’s
fraudulent transfer judgment. We find that there is no basis for disturbing the circuit court’s
judgment in favor of plaintiffs on counts III, IV, and V. The circuit court’s judgment in favor of
plaintiffs on counts III, IV, and V is affirmed.
¶ 45 Finally, defendants argue that the circuit court abused its discretion by denying defendants’
motion for an evidentiary hearing on plaintiffs’ petition for attorney fees (which were
recoverable under the lease between plaintiffs and March) and for awarding improper fees. We
disagree.
¶ 46 We review a circuit court’s award of attorney fees and costs for an abuse of discretion.
Young v. Alden Gardens of Waterford, LLC, 2015 IL App (1st) 131887, ¶ 105. “[A] fee
petition warrants an evidentiary hearing only when the response of the party to be charged with
paying the award raises issues of fact that cannot be resolved without further evidence.” Id.
¶ 113. Whether to conduct an evidentiary hearing is within the discretion of the circuit court.
Hess v. Lloyd, 2012 IL App (5th) 090059, ¶ 26.
¶ 47 After trial, plaintiffs filed a fee petition seeking $293,607.12 in attorney fees and costs,
along with $121,965.46 in postjudgment interest that accrued on the balance of the underlying
judgment. The fee petition was supported by the affidavit of plaintiffs’ counsel, Richard
Hoffman. Attached to the fee petition were billing records from July 2011 through January
2016. In response, defendants’ raised a host of arguments seeking disallowance or reductions
of plaintiffs’ fees and costs, only two of which are relevant on appeal. First, defendants argued
that plaintiffs obtained improper attorney fees as part of the underlying judgment because
plaintiffs obtained $11,979.50 in fees for irrelevant research and drafting regarding an
easement, and for fees incurred while defending plaintiffs’ property manager against March’s
third-party claim in the underlying action. Defendants requested that the circuit court deduct
the nearly $12,000 in “improper fees” and over $5000 in accrued postjudgment interest on the
improper fees. Second, defendants argued that the billing entries supporting plaintiffs’ fee
petition included $167,235.60 in attorney fees that “included all entries for an attorney in one
entry, without any indication of time spent per task.” Defendants requested that the circuit
court disallow all of the block-billed fees. Defendants later filed a separate motion requesting
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an evidentiary hearing and prehearing discovery on plaintiffs’ fee petition because of the
“excessive” fees and plaintiffs’ use of block billing and because cross-examination of
plaintiffs’ counsel was necessary to determine the propriety of certain entries.
¶ 48 Plaintiffs filed a reply in support of the fee petition and a response to defendants’ request
for an evidentiary hearing. Plaintiffs argued that defendants were barred from collaterally
attacking the underlying judgment, including any attorney fees awarded as part of the
underlying judgment. Plaintiffs contended that even if certain attorney fees were mistakenly
included in the underlying judgment, defendants had no basis for challenging those fees in this
action. Next, plaintiffs argued that defendants’ claim that all the block-billed entries should be
disallowed was “unfounded.” Plaintiffs attached a supplemental affidavit from Hoffman that
sought to separate out the clerical tasks and attorney conferences from the block-billed
amounts by estimating the amount of time the clerical task or conference took based on
Hoffman’s experience. Plaintiffs’ response to defendants’ request for an evidentiary hearing
noted that defendants failed to offer any evidence to challenge plaintiffs’ fee petition, that a
hearing was neither required nor necessary, and that hearing would “be unlikely to provide the
[c]ourt with any meaningful information, and is likely to cost much more than the process is
worth.”
¶ 49 The circuit court found that defendants’ response to plaintiffs’ fee petition did not raise any
factual disputes and therefore denied defendants’ motion for an evidentiary hearing.
Defendants did not request an opportunity to file a surreply to address Hoffman’s supplemental
affidavit. On March 2, 2016, the circuit court held a hearing on plaintiffs’ fee petition. The
circuit court agreed with plaintiffs that defendants were barred from challenging any portion of
the attorney fees that were included in the underlying judgment. The circuit court found that
the hourly rates set forth in plaintiffs’ fee petition were fair and reasonable. The circuit court
disallowed (1) $1066 in clerical tasks, (2) $405 in fees for attorney conferences that were not
sufficiently detailed, (3) $11,711.35 in excessive fees for research and drafting various
documents, (4) $1365 in fees from block-billed entries for various tasks that were either not
proper legal tasks or lacked sufficient detail, and (5) $3001.10 in costs for photocopying. In
sum, the circuit court awarded plaintiffs $251,755.53 in attorney fees, $24,303.14 in costs, and
$121,965.46 in postjudgment interest on the balance of the underlying judgment.
¶ 50 We find that the circuit court did not abuse its discretion in denying defendants’ motion for
an evidentiary hearing. Defendants’ primary contentions are that the plaintiffs’ use of block
billing made it difficult to determine what amount of time was spent on what activities,
Hoffman’s supplemental affidavit contained estimates of the time it would take to perform
clerical tasks contained in the block-billed entries, and those estimates—made in anticipation
of Hoffman’s supplemental affidavit—warrant an evidentiary hearing. But defendants make
no argument as to what benefit an evidentiary hearing would have offered. Defendants’
response to the fee petition offered no evidence contradicting any of the assertions in
Hoffman’s original affidavit, and therefore failed to identify any factual dispute that would
warrant an evidentiary hearing. Furthermore, defendants did not submit any evidence in
response to Hoffman’s supplemental affidavit that might call into question the reasonableness
of Hoffman’s estimates as to how long certain tasks took to complete. The record reflects that
the circuit court thoroughly considered plaintiffs’ fee petition, found it to be reasonable, and
disallowed or reduced numerous entries for fees that were excessive, not recoverable, or
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insufficiently supported. We find that the circuit court did not abuse its discretion in denying
defendants’ motion for an evidentiary hearing.
¶ 51 Finally, we reject defendants’ attempt to collaterally attack the underlying judgment.
“Under the collateral attack doctrine, a final judgment rendered by a court of competent
jurisdiction may only be challenged through direct appeal or procedure allowed by statute and
remains binding on the parties until it is reversed through such a proceeding.” Apollo Real
Estate Investment Fund, IV, L.P. v. Gelber, 403 Ill. App. 3d 179, 189 (2010). Here, March
never sought to set aside or appeal the underlying judgment. That judgment, therefore, became
final 30 days after it was entered. Nor did March ever seek to set aside any portion of the
default judgment pursuant to section 2-1401 of the Code of Civil Procedure (735 ILCS
5/2-1401 (West 2016)). Therefore, defendants are barred under the collateral attack doctrine
from seeking to modify any portion of the underlying judgment.
¶ 52 In defendants’ reply brief in this court, defendants assert that the judgment in the
underlying action is void because it was “a product of a false statement.” Defendants cite
Hustana v. Hustana for the proposition that,
“where a judgment has been obtained through fraud, the judgment may be vacated,
even after the expiration of the statutory period within which judgments may be set
aside, but the fraud must be a fraud committed by one of the parties on the court, and
not merely the perjury of a witness.” 22 Ill. App. 2d 59, 64 (1959).
Defendants made a similar argument in response to plaintiffs’ fee petition in the circuit court.
However, defendants have forfeited this argument by raising it in this court for the first time in
a reply brief. Ill. S. Ct. R. 341(h)(7) (eff. Jan. 1, 2016) (“Points not argued are waived and shall
not be raised in the reply brief, in oral argument, or on petition for rehearing.”). Defendants’
claim is also forfeited because defendants fail to meaningfully develop an argument that
plaintiffs’ inclusion of fees in the underlying judgment amounts to fraud. Id. (stating that
argument section of an appellant’s brief “shall contain the contentions of the appellant and the
reasons therefor, with citation of the authorities and the pages of the record relied on”). For
these reasons, we reject defendants’ attempt to collaterally attack the underlying judgment.
¶ 53 CONCLUSION
¶ 54 For the foregoing reasons, we reject defendants’ argument that the circuit court entered
judgment on count II in favor of plaintiffs on a nonexistent cause of action and further reject
defendants’ argument that the circuit court should have applied veil piercing principles
applicable to breach of contract claims. We therefore affirm the circuit court’s judgment on
count II in favor of plaintiffs. We find that the circuit court did not abuse its discretion in
admitting certain documents into evidence without a proper foundation and that, even if it did,
any error was harmless. We further find that the circuit court did not abuse its discretion in
permitting plaintiffs’ expert to testify about the rent payments made by March after November
8, 2010. The circuit court did not abuse its discretion in denying defendants’ motion for an
evidentiary hearing on plaintiffs’ fee petition. Finally, defendants are barred by the collateral
attack doctrine from challenging any portion of the underlying judgment entered.
¶ 55 Affirmed.
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