NOTICE 2026 IL App (5th) 260145-U NOTICE Decision filed 03/03/26. The This order was filed under text of this decision may be NO. 5-26-0145 Supreme Court Rule 23 and is changed or corrected prior to the filing of a Petition for not precedent except in the
Rehearing or the disposition of IN THE limited circumstances allowed the same. under Rule 23(e)(1). APPELLATE COURT OF ILLINOIS
FIFTH DISTRICT ______________________________________________________________________________
360 HEALTH MSO, LLC, f/k/a Prospero ) Appeal from the Master Management Holdings LLC, ) Circuit Court of ) Madison County. Plaintiff and Counterclaim Defendant-Appellant, ) ) v. ) No. 26-CH-7 ) THOMAS J. HOPKINS, ) ) Defendant and Counterclaim Plaintiff-Appellee ) ) ) Honorable (Frank Grasso and Sam White Jr., Third-Party ) Ronald J. Foster Jr., Defendants-Appellants). ) Judge, presiding. ________________________________________________________________________
JUSTICE HACKETT delivered the judgment of the court. Justices Boie and Sholar concurred in the judgment.
ORDER
¶1 Held: The trial court did not abuse its discretion in granting the defendant-counterclaim plaintiff’s motion for temporary restraining order compelling the plaintiff- counterclaim defendant and third-party defendants to reinstate the defendant- counterclaim plaintiff as a manager and medical director of 360 Health MSO, LLC, and as medical director of its associated anesthesia practices.
¶2 The plaintiff and counterclaim defendant, 360 Health MSO, LLC (360 MSO), f/k/a
Prospero Master Management Holdings LLC, and third-party defendants, Frank Grasso and Sam
White Jr., appeal, pursuant to Illinois Supreme Court Rule 307(d) (eff. Nov. 1, 2017), the February
19, 2026, oral ruling of the circuit court of Madison County, granting the motion for temporary
1 restraining order (TRO) filed by the defendant and counterclaim plaintiff, Dr. Thomas J. Hopkins.
Dr. Hopkins sought the TRO after he was removed as a manager and medical director of 360 MSO
due to allegations that he had breached his fiduciaries duties and violated various managerial and
medical director agreements. For the following reasons, we affirm.
¶3 I. BACKGROUND
¶4 360 MSO was formed and managed by three individuals, Dr. Hopkins (40% member
interest), Grasso (30% member interest), and White (30% member interest). 360 MSO was a
healthcare management service that had the exclusive contractual rights to provide non-clinical
support for two anesthesia practices—360 Anesthesia, LLC, and G&G Anesthesia, LLC (the
PLLCs). The non-clinical support provided by 360 MSO included the retention of a medical
director and other operational leadership for the PLLCs. The PLLCs had contracts with various
hospitals to provide anesthesia services and related patient care. Dr. Hopkins was the sole owner
of the PLLCs. He was also a practicing anesthesiologist, who provided clinical services in
furtherance of the PLLCs’ contracts.
¶5 Pursuant to the August 1, 2020, and May 1, 2022, medical director agreements entered into
between Dr. Hopkins and 360 MSO, Dr. Hopkins served as medical director of 360 MSO and the
PLLCs. Section 6(b) of the May 2022 agreement set forth the termination provisions, which
provided, in part, that the agreement could be terminated by 360 MSO for any reason immediately
upon written notice to the medical director (Dr. Hopkins). Section 6(c) provided for automatic
termination in the event that Dr. Hopkins ceased to be an equityholder of the associated practices
(the medical entities that had entered into management services agreements with 360 MSO).
¶6 On December 9, 2024, Dr. Hopkins, Grasso, and White, the initial members and managers
of 360 MSO, signed a second amended limited liability agreement (360 health agreement) for 360
2 MSO, which contained various provisions for the governance of 360 MSO. Specifically, section
6.1(b) provided that each designated member had the right, by a unanimous vote of the other
members, to remove and replace the appointed manager for cause. Section 2.1 defined “cause” as
a good faith finding by the board and a “Unanimous in Interest,” excluding the member or manager
at issue, that the member or manager had engaged in conduct that fell within any of the enumerated
categories in that section, some of which required notification of a breach and an opportunity to
cure. Also, section 9.10(b) provided that the employment of Dr. Hopkins, White, or Grasso could
not be terminated without cause unless all three members, including the one whose employment
was subject to termination, agreed to the termination. Further, regarding the management of 360
MSO, section 6.2(b)(2) prohibited any of 360 MSO’s managers from entering into any “contract,
purchase order, debt obligation or other agreement under which [360 MSO’s] obligations equal or
exceed $50,000” without prior authorization or written consent of the requisite number of
members. Section 6.4(b) allowed for 360 MSO’s members to engage in other business ventures,
as long as those ventures were “not in competition with” 360 MSO’s business.
¶7 On February 2, 2026, based on allegations that Dr. Hopkins had engaged in conduct that
was contrary to 360 MSO’s business interests and the parties’ agreements, Grasso and White
removed Dr. Hopkins as manager. Specifically, Grasso and White, acting as designated members
of 360 MSO, issued a document titled “Actions by Unanimous In Interest,” which stated that it
had been determined, in good faith, that Dr. Hopkins had violated the terms of 360 MSO’s health
agreement by (1) usurping a business opportunity 360 MSO could have taken and refusing to bring
that opportunity to 360 MSO, (2) refusing to participate in the mandatory dispute resolution
procedure, (3) unilaterally agreeing to provide anesthesia services to certain hospitals,
(4) unilaterally offering existing employees of 360 Anesthesia job opportunities at other hospitals
3 with compensation exceeding the $49,999 limit of authority to unilaterally bind 360 MSO to a
contractual obligation, and (5) unilaterally increasing his medical director fees.
¶8 As the sole remaining managers and members, Grasso and White then determined that Dr.
Hopkins would no longer receive his guaranteed payments under his agreement with 360 MSO
and also terminated the medical director agreements. In addition, Grasso and White determined
that under the terms of the securities transfer restriction agreement (STRA) in place among the
parties and the PLLCs, Dr. Hopkins’s interests in the PLLCs transferred out of his possession.
Further, Grasso and White also determined that since Dr. Hopkins was terminated for cause, his
interest in 360 MSO automatically converted to a non-voting interest. According to Dr. Hopkins,
these actions were taken without his knowledge and without a meeting of the 360 MSO members.
¶9 Following Dr. Hopkins’s removal, on February 4, 2026, 360 MSO filed a three-count
complaint against Dr. Hopkins, alleging breach of fiduciary duty, violation of the Delaware Trade
Secrets Act (6 Del. Code § 2001 et seq.), and breach of contract. The complaint alleged that Dr.
Hopkins breached his fiduciary duty of loyalty, duty to avoid self-dealing, and duty of good faith
and fair dealing. Specifically, the complaint alleged that in 2025, Dr. Hopkins incorporated
Catalyst Pain Institute PLLC (Catalyst) to obtain medical service contracts that could have been
provided to 360 Anesthesia. The complaint alleged that Catalyst, through Dr. Hopkins, entered
into a pain management services contract with a hospital, despite 360 Anesthesia having an
expectation of entering into that same or similar contract. The complaint also alleged that Dr.
Hopkins unilaterally increased his hourly fee for medical services that he provided as an
independent contractor for 360 Anesthesia, and during a January 28, 2026, meeting, unilaterally
offered existing staff of 360 Anesthesia job opportunities at a different hospital.
4 ¶ 10 As for the claim relating to the Delaware Trade Secrets Act, the complaint alleged that Dr.
Hopkins, in usurping the pain management services contract, used his knowledge of 360 MSO’s
confidential and propriety information, as well as its trade secrets. Regarding the breach of contract
count, the complaint alleged that Dr. Hopkins breached the 360 health agreement by unilaterally
offering the existing health care service providers job opportunities with compensation packages
exceeding $49,999. The complaint also alleged that Dr. Hopkins breached the 360 health
agreement by using Catalyst to usurp the proposed pain management services contract and by
refusing to present Catalyst as a business opportunity to 360 MSO.
¶ 11 On February 4, 2026, 360 MSO filed a motion for TRO, making similar allegations to those
raised in its complaint. However, the motion also alleged that after Dr. Hopkins’s removal as
manager and medical director, and after his counsel was provided with the filed complaint, Dr.
Hopkins held another meeting with health care service providers encouraging them to leave their
medical facility and provide services at another facility in an effort to benefit his solely owned and
operated entity. The motion requested an injunction preventing Dr. Hopkins from contacting,
soliciting, or otherwise communicating with 360 MSO, the PLLCs, and the associated health care
providers; and from utilizing 360 MSO’s trade secrets and confidential and propriety information.
¶ 12 Thereafter, Dr. Hopkins filed his answer and affirmative defenses to the complaint, as well
as counterclaims. He also filed a third-party complaint against 360 MSO, Grasso, and White,
making individual claims, as well as derivative claims on behalf of the PLLCs. In the third-party
complaint, Dr. Hopkins asserted breach of contracts claims, claims for conversion of equity, a
breach of fiduciary duty claim, claims for intentional interference with contractual obligations,
claims for intentional interference with business expectancy, a civil conspiracy claim, and a claim
for violation of section 2701(a) of the Stored Wire and Electronic Communications and
5 Transactional Records Access Act (18 U.S.C. § 2701(a) (2018)). He also sought a permanent
injunction and a declaratory judgment.
¶ 13 Dr. Hopkins alleged that under the 360 health agreement, the three member-managers of
360 MSO were required to unanimously agree on a majority of the decisions. He alleged that
although the 360 health agreement permitted a member to be terminated “for cause,” the finding
of cause must be made in good faith. He also alleged that the 360 health agreement limited the
circumstances where a member or manager may be terminated for cause, and the bases set forth
for his termination did not conform to any of the identified categories. However, he alleged that
even if the reasons for his termination were proper under the 360 health agreement, those bases
fell within the enumerated categories requiring notice to cure before termination. He asserted that
since he was not given the requisite notice, his termination was invalid.
¶ 14 Dr. Hopkins further alleged that he presented the business opportunity in question to
Grasso and White, but they rejected it. Thus, he contended that he was within his rights to take the
opportunity elsewhere. In addition, he asserted that 360 MSO’s claims that he had failed to
participate in the mandatory dispute resolution procedure outlined in the 360 health agreement and
that he unilaterally retained a regional operations manager related to actions taken on behalf of
360 Anesthesia. He argued that the PLLCs were solely owned and managed by him, and under
those companies’ operating agreements, he had the sole discretion to make business decisions for
those companies. He argued that 360 MSO did not have authority to make decisions for the PLLCs
concerning any service contracts that they enter into or where the companies could conduct
business. As such, he argued that he was fully within his rights, as sole member and manager of
360 Anesthesia, to agree to a contract on behalf of 360 Anesthesia to provide anesthesia services
at a hospital using 360 Anesthesia employees. He also argued that the regional operations manager
6 that he hired was an employee retained by 360 Anesthesia, and the salary was paid by 360
Anesthesia. He noted that 360 MSO’s control over the daily operations of 360 Anesthesia was
limited to the direction of its own administrative personnel engaging in the contracted-for
management services, and 360 MSO had no control over 360 Anesthesia’s employees.
¶ 15 Based on the above, Dr. Hopkins argued that his termination was without cause, and 360
MSO’s health agreement provided that a member could not be terminated without cause unless all
members, including the member whose employment was subject to termination, agreed. He
acknowledged that the medical director agreement permitted 360 MSO to terminate the agreement
at any time but argued that the decision and process for removing a 360 MSO member was
governed by the 360 health agreement.
¶ 16 In addition, Dr. Hopkins asserted that his removal as medical director and the purported
transfer of his interests in the PLLCs had left the PLLCs without a qualified medical director and
had severely jeopardized their contractual relationships and clinical practices. He asserted that
Grasso and White removed his access to 360 MSO’s systems, which included hospital contracts
and his professional email; directed that he not speak to or contact any of the 360 MSO patients,
customers, or corporate staff; and removed him from meeting invitations with hospital staff. He
argued that these actions left the PLLCs without a qualified medical director and prevented him
and the PLLCs from being able to provide needed medical services to patients. He also argued that
he was necessary and indispensable to the management and daily operations of the PLLCs and
cutting off his access to all databases and communication resources was a breach of 360 MSO’s
obligation to provide services to the PLLCs. He argued that the actions of Grasso and White had
damaged the PLLCs by jeopardizing their ability to fulfil their contractual obligations to clients,
undermining their relationships with clients and hospital partners, and causing a loss of current
7 and future profits and customer goodwill. Thus, he argued that these actions had subjected him,
and the PLLCs, to potential liability for breach of contract and interfered with their business
prospects. He also argued that Grasso and White, through 360 MSO, were no longer compensating
him for medical services that he was still obligated to perform.
¶ 17 Dr. Hopkins acknowledged that he entered into the August 1, 2020, STRA with 360 MSO
and G&G Anesthesia, which allowed for the automatic transfer of his equity securities upon the
happening of a defined transfer event. However, he argued that as his termination as medical
director was legally invalid, no transfer event had occurred, and any transfer was a breach of the
STRA. Also, Dr. Hopkins asserted that the STRA required that his interests be transferred to a
designated transferee, but Grasso and White had not identified a transferee, which likely meant
that they had not designated a transferee that satisfied the criteria set forth in the STRA. Dr.
Hopkins also asserted that there was no executed STRA between him and 360 MSO regarding 360
Anesthesia, so any purported transfer of 360 Anesthesia was wholly deficient. Thus, Dr. Hopkins
argued that Grasso and White had no right to possess the equity securities of the PLLCs, and they
had wrongfully assumed control over the companies.
¶ 18 Subsequently, Dr. Hopkins filed a motion for TRO and preliminary injunction, making
similar arguments to those raised in the third-party complaint. Dr. Hopkins sought the entry of a
TRO and preliminary injunction to maintain the status quo prior to the actions on February 2, 2026.
He again argued that he did not usurp a business opportunity from 360 MSO, explaining that after
Grasso and White rejected the opportunity, he gave them notice that he would separately pursue it
but was willing to fold it into the 360 MSO system if they changed their minds. Dr. Hopkins also
alleged that under his medical director agreements, he was paid medical director’s fees based on
the fair market value of the provided services. He also noted that he performed clinical services as
8 an anesthesiologist, and in January 2026, he raised the hourly rate that he charged for those services
to reflect the current fair market value. He alleged that he told Grasso and White of the increase in
his hourly rate, and they did not object at the time. He noted it was common business practice for
360 MSO and the PLLCs to hire employees to fill immediate needs without full discussion or
unanimous consent. Also, as the sole member and manager of 360 Anesthesia, he noted that
clinical staffing concerns were within his control.
¶ 19 Dr. Hopkins argued that the actions taken on February 2 were taken without regard to
patient care and services. He noted that as the owner of the PLLCs, he was the sole contact for all
contracted hospitals, many of which were critical access hospitals. He noted that he had received
calls from the hospitals and clinics because they had not been offered replacements for their
scheduled anesthesiologist. He also noted that communication was sent to the staff of 360 MSO
and the PLLCs informing them that he was no longer a managing partner, but the email did not
identify the licensed physician who had replaced him. Although Grasso had communicated to the
hospitals that Grasso was the point of contact, Dr. Hopkins noted that Grasso was not an
anesthesiologist or medical doctor and did not have the qualifications to fulfill the medical director
role. Dr. Hopkins asserted that on February 6, 2026, Grasso and White sent him a cease and desist
letter, demanding that he not take any further action on behalf of 360 MSO and the PLLCs.
However, Dr. Hopkins asserted that abiding by the cease and desist letter prevented him from
ensuring that the contractual obligations with the various hospitals, and the patients’ needs, were
being met.
¶ 20 Also, Dr. Hopkins alleged that because of the actions of Grasso and White, he suffered
irreparable harm to his standing with the hospitals, providers, and healthcare institutions and also
a threat to his medical license. Dr. Hopkins alleged that Grasso and White had made disparaging
9 and untrue comments about him to hospital executives and to clinical and corporate staff. He
asserted that he had served as point of contact on four pending contracts with new hospitals, and
it was reasonably foreseeable that, without his presence, those opportunities would be lost. He also
asserted that he had heard that Grasso and White intended to increase the cost on one hospital
contract, which would likely lead to cancellation, and that they intended to terminate another
contract. He further asserted that his removal from the scheduling software used by the clinical
sites had caused confusion and a breakdown in communication. He alleged that Grasso and White
had attempted to delay him obtaining, or had attempted to remove, his credentials with the
contracted hospitals.
¶ 21 Dr. Hopkins alleged that he had a protectable interest because although he was terminated
as a 360 MSO manager, he still owned 40% of the company, he had made capital contributions to
the company, and he had invested countless hours in the business. He also alleged that, as the sole
member of the PLLCs, he had a protectable interest in his ownership. He further alleged that he
had a protectable interest in maintaining his license, maintaining his credentials, and maintaining
the standard of care and ethical conduct required of his profession.
¶ 22 Dr. Hopkins argued that a remedy at law was inadequate to counter the risk to the patients’
health and safety, to his reputation, to the contracts that would be lost, and to the relationships that
would be destroyed. He further argued that he was likely to succeed on the merits because the
actions taken by White and Grasso failed to follow the agreements that governed the relationship
of the entities and their members. Thus, Dr. Hopkins requested the trial court enter a TRO to
maintain the status quo as it existed on February 2, 2026, before he was removed as a manager.
Attached to the motion was his February 15, 2026, affidavit, which verified the factual allegations
contained in his motion.
10 ¶ 23 Thereafter, 360 MSO filed a memorandum of law in support of its motion for TRO, which
included February 18, 2026, affidavits from White and Grasso, setting forth their version of events
upon which 360 MSO’s allegations were based.
¶ 24 During the February 19, 2026, hearing on the parties’ motions for TROs, the trial court
and the parties’ counsel discussed whether February 2, 2026, should be the date used for
preservation of the status quo. Noting that the status quo was the last peaceable status, 360 MSO’s
counsel argued that the status quo was prior to July 2025, as that was before Dr. Hopkins had
breached his fiduciary duties and began acting in a manner that was inconsistent with company
policies. Counsel acknowledged that Dr. Hopkins was a 360 MSO manager at that time but argued
that the trial court could take necessary actions to prevent him from dissipating 360 MSO’s
property. However, counsel argued that the alternative position was that the status quo was on
February 2 after Dr. Hopkins had received notice that he was removed as manager but had not
taken any responsive action. Counsel then argued that an injunction was necessary to protect 360
MSO’s business assets and that there was no risk to the public health and safety, or to an effective
administration, as there were managers and new medical directors already in place. Counsel noted
that two anesthesiologists had signed agreements to serve as medical directors for the PLLCs.
Counsel also argued that if the trial court reinstated Dr. Hopkins, that would be extraordinary relief
that would be difficult to manage. Counsel further argued that Dr. Hopkins had failed to establish
the necessary requirements for the trial court to grant Dr. Hopkins’s request for a TRO.
¶ 25 In response, Dr. Hopkins’s counsel argued that Dr. Hopkins was receiving ongoing phone
calls from hospitals, medical directors, and doctors, as they were extremely confused by increased
contract rates, shifts not being covered, and their point of contact being White and Grasso, neither
of whom were medical doctors. Counsel argued that the status quo was before Dr. Hopkins was
11 removed as manager and that the trial court should return the parties to that status quo and allow
the companies to continue to operate. Counsel indicated that if necessary, counsel would agree to
the appointment of a receiver during the pendency of the case.
¶ 26 Dr. Hopkins’s counsel noted that 360 MSO did not have medical directors in place for the
PLLCs until very recently and that Grasso and White removed Dr. Hopkins as manager and
medical director without any plan in place. Counsel argued that Dr. Hopkins would suffer
irreparable harm because he was subject to having his credentials removed at various hospitals,
and his reputation and business relationships were being destroyed. Counsel further argued that
that there was a likelihood of success on the merits, as the “for cause” allegations were not
“sufficient as for cause allegations.” Thus, counsel requested that the trial court issue a TRO
allowing Dr. Hopkins to resume his duties as manager and continue as medical director.
¶ 27 360 MSO’s counsel then argued that Grasso and White had good cause to remove Dr.
Hopkins based on his willful misconduct, breach of company policy, and breach of his duty of
loyalty. Counsel argued that the trial court should consider the affidavits that were filed, which
showed that Dr. Hopkins interfered with existing contracts, met with various hospital executives,
failed to mediate as required, and breached his fiduciary duties.
¶ 28 After hearing counsels’ arguments, the trial court orally announced its decision to deny 360
MSO’s request for a TRO, but that it would grant Dr. Hopkins’s motion for a TRO, restoring the
parties to the status quo before February 2, 2026. The trial court found that Dr. Hopkins had met
all of the necessary elements for the entry of a TRO. Specifically regarding the likelihood of
success on the merits, the trial court noted that because the merits were “factually disputed,
heavily,” the trial court had selected the status quo prior to February 2. However, the trial court
noted that Dr. Hopkins was prohibited from using confidential information pursuant to his
12 agreement with 360 MSO, he was prohibited from violating any terms of the agreement, and he
was prohibited from attempting to solicit or change any client or employer relationship. The trial
court noted that Dr. Hopkins was required to abide by the agreement’s terms as it existed prior to
February 2, 2026.
¶ 29 Thereafter, Dr. Hopkins filed an amended verified answer, affirmative defenses,
counterclaim, and third-party complaint, which contained the same allegations as the initial filing
but included his February 19, 2026, verification of the pleadings (the initial filing was not verified).
¶ 30 On February 20, 2026, the trial court entered a written order reiterating its oral findings. In
particular, the trial court granted Dr. Hopkins’s motion for TRO, finding that Dr. Hopkins had
demonstrated, through the pleadings, affidavits, and exhibits on file and through counsel’s
arguments, that he had a protectable interest at stake, that he would suffer irreparable harm without
a TRO, that he had no adequate remedy at law for such harm, and that he had a reasonable
likelihood of success on the merits. The trial court acknowledged that the matters were disputed
by 360 MSO, but for purposes of granting Dr. Hopkins’s motion, the trial court found that Dr.
Hopkins had sufficiently pled and proven the necessary elements for the entry of a TRO.
¶ 31 Thus, the trial court entered an order to return the parties to the status quo as it existed prior
to February 2, 2026. Specifically, the trial court (1) reinstated Dr. Hopkins as manager and all
other positions held within 360 MSO; (2) reinstated Dr. Hopkins’s guaranteed payment as manager
and any payments withheld by 360 MSO since February 2, 2026; (3) reinstated Dr. Hopkins’s
voting rights in 360 MSO; (4) reinstated Dr. Hopkins as medical director under the medical
director agreements between Dr. Hopkins and 360 MSO; (5) ordered 360 MSO to remit any
payments owed for clinical services performed by Dr. Hopkins since February 2, 2026, as medical
director of 360 MSO and the PLLCs; (6) restored Dr. Hopkins’s ownership and management
13 interests in the PLLCs; (7) enjoined any transfer or encumbrance of ownership interests in the
PLLCs during the duration of this order, except as necessary to restore Dr. Hopkins to his prior
position; (8) restored Dr. Hopkins’s access to his own email address and the software systems used
by 360 MSO and the PLLCs; (9) enjoined 360 MSO, Grasso, and White, and anyone acting in
concert with them, from manipulating, obstructing, or otherwise interfering with Dr. Hopkins’s
access to his own email and any data held on the software systems; (10) reinstated Dr. Hopkins as
medical director of 360 MSO; (11) enjoined 360 MSO, Grasso, and White, and anyone acting in
concert with them, from obstructing Dr. Hopkins’s ability to provide medical services to patients
and from fulfilling 360 MSO’s and its affiliates’ contractual obligations; (12) enjoined 360 MSO,
Grasso, and White, and anyone acting in concert with them, from disparaging Dr. Hopkins to any
employee, independent contractor, or contractual partner of 360 MSO and the PLLCs; and (13)
enjoined Dr. Hopkins from using 360 MSO’s confidential information in a way contrary to 360
MSO’s interests and from disparaging 360 MSO to any employee, independent contractor, or
contractual partner of 360 MSO and/or the PLLCs.
¶ 32 On February 23, 2026, 360 Health MSO, Grasso, and White (the appellants) filed a joint
petition for interlocutory appeal, pursuant to Illinois Supreme Court Rule 307(d) (eff. Nov. 1,
2017). In the petition, the appellants noted that they were appealing the trial court’s decision
granting Dr. Hopkins’s motion for TRO, and associated relief, and sought reversal of that order.
¶ 33 II. ANALYSIS
¶ 34 On appeal, the appellants argue as follows: (1) Dr. Hopkins did not have a valid, operative
pleading before the trial court, as his answer, counterclaim, and third-party complaint were
unverified; (2) the trial court improperly decided the case on its merits; (3) the trial court did not
maintain the status quo; (4) the relief granted by the trial court did not balance the hardships; and
14 (5) the trial court erred in granting Dr. Hopkins’s motion for TRO because Dr. Hopkins did not
establish sufficient facts to support the trial court’s extraordinary intervention with the parties’
contractual and employment relationships, Dr. Hopkins did not establish a reasonable likelihood
of success on the merits, and a balance of the hardships weighed in favor of denying the TRO.
¶ 35 The appellants first contend that the trial court erred in granting the TRO because Dr.
Hopkins’s answer, counterclaim, and third-party complaint were unverified. The appellants argue
that the unverified pleading was invalid under section 2-605(a) of the Code of Civil Procedure
(Code) (735 ILCS 5/2-605(a) (West 2024)) and thus was insufficient to support Dr. Hopkins’s
motion for TRO. However, the appellants acknowledge that Dr. Hopkins subsequently amended
his pleading to include a verification. The appellants also argue that Dr. Hopkins’s affidavit
attached to his TRO motion did not confirm the accuracy of his answer and counterclaim, as it
merely authenticated attached exhibits and set forth certain facts and conclusions. The appellants
assert that, at a minimum, it was improper for the trial court to rely on unverified denials and
allegations, which were not included in Dr. Hopkins’s affidavit. The appellants further argue that
even though the injunctive relief claim asserted in the third-party complaint was not directed at
360 MSO, 360 MSO was subject to the issued TRO.
¶ 36 During the TRO hearing, 360 MSO’s counsel argued that Dr. Hopkins’s request for a TRO
should be denied because Dr. Hopkins did not file a verified answer or counterclaim. Dr. Hopkins’s
counsel then indicated that he would file an amended, verified answer, and the trial court
responded, “Okay. Thank you.” Counsel then subsequently filed the amended, verified answer,
counterclaim, and third-party complaint. The decision to grant a party leave to amend a pleading
rests within the sound discretion of the trial court. Hayes Mechanical, Inc. v. First Industrial, L.P.,
351 Ill. App. 3d 1, 7 (2004). The appellants here have presented no argument that the trial court
15 abused its discretion when it permitted Dr. Hopkins to amend his pleading to include a verification.
In addition, we note that section 11-101 of the Code (735 ILCS 5/11-101 (West 2024)), which
governs the filing of TROs, contains no requirement that the pleading on which the TRO with
notice is granted must be verified. Moreover, section 11-102 of the Code (id. § 11-102), which
governs preliminary injunctions, also contains no requirement that the pleadings on which a
preliminary injunction is based must be verified. See Roxana Community Unit School District No.
1 v. WRB Refining, LP, 2012 IL App (4th) 120331, ¶ 19 (verification is not required if the
defendant receives notice as mandated by section 11-102 of the preliminary-injunction statute).
Also, when Dr. Hopkins filed his TRO motion against 360 MSO, Grasso, and White, he properly
included his affidavit verifying the factual allegations in the motion. Thus, we find that the
appellants’ contentions directed at the sufficiency of Dr. Hopkins’s filings have no merit.
¶ 37 The appellants next contend that the trial court improperly decided this case on the merits.
In making this argument, the appellants point to language in a proposed draft TRO order.
Specifically, this proposed written order indicated that the trial court found that the appellants’
actions on February 2 were “void and invalid.” However, this language was not included in the
written order that was ultimately filed. Thus, we also find that this contention has no merit.
¶ 38 The appellants’ remaining arguments address the specific requirements for the issuance of
a TRO. Initially, the parties disagree as to the appropriate standard of review. The appellants
recognize that, in general, an order granting or denying a TRO is a matter within the trial court’s
discretion and is reviewed for an abuse of discretion. See Abbinanti v. Presence Central &
Suburban Hospitals Network, 2021 IL App (2d) 210763, ¶ 15. However, the appellants contend
that we should apply the de novo standard of review because the trial court did not make any
factual findings in its decision, and the trial court’s ruling interprets the terms and processes of the
16 various contracts entered into between the parties. In support, the appellants cite Hutsonville
Community Unit School District No. 1 v. Illinois High School Ass’n, 2021 IL App (5th) 210308,
¶ 7, in which this court held that the standard of review was de novo because the trial court did not
provide any factual findings in its order denying the TRO. In that case, the trial court entered an
order through a docket entry, which merely stated that the arguments were made, and the trial court
denied the motion for TRO. Id.
¶ 39 In response, Dr. Hopkins argues that we should apply an abuse of discretion standard of
review. He acknowledges that the parties’ agreements were the “guideposts to their rights and
relationships” but contends that the trial court was required to determine the parties’ rights under
the various agreements and whether the factual circumstances justified the appellants’ actions or
merited the entry of a TRO. Thus, Dr. Hopkins contends that the question presented was a mixed
question of law and fact. In support, he cites Guns Save Life, Inc. v. Raoul, 2019 IL App (4th)
190334, ¶ 40, which held that when a case presented mixed issues of both law and fact, the trial
court’s decision will not be overturned absent a clear showing of abuse of discretion.
¶ 40 Here, in its order granting Dr. Hopkins’s motion for TRO, the trial court found that Dr.
Hopkins, through the pleadings, affidavits, and exhibits on file, as well as through counsel’s
arguments, had demonstrated the necessary TRO requirements. The trial court acknowledged that
these matters were disputed by 360 MSO, but for purposes of granting the TRO, the trial court
found that Dr. Hopkins had sufficiently pled and proven the necessary elements for obtaining a
TRO. In reaching this decision, the trial court would have had to make necessary factual
determinations based on the pleadings and other documents on file. Thus, even though the trial
court’s order did not set forth its factual findings, the questions presented here are not pure
questions of law. Accordingly, we find that de novo is not the appropriate standard of review.
17 ¶ 41 Therefore, regardless of whether the issues presented in this case are mixed questions of
law and fact as argued by Dr. Hopkins, the appropriate standard of review for the trial court’s
decision to grant Dr. Hopkins’s TRO is abuse of discretion. See Guns Save Life, Inc., 2019 IL App
(4th) 190334, ¶ 40; Cook County v. Rosen & Shane Wine & Spirits, Inc., 58 Ill. App. 3d 744, 749
(1978); Abbinanti, 2021 IL App (2d) 210763, ¶ 15. A trial court abuses its discretion only when
its decision is arbitrary, fanciful, or unreasonable, or when no reasonable person would adopt the
trial court’s view. Guns Save Life, Inc., 2019 IL App (4th) 190334, ¶ 39.
¶ 42 A TRO is an extraordinary remedy that is issued to maintain the status quo until the case
is disposed of on the merits. Bradford v. Wynstone Property Owners’ Ass’n, 355 Ill. App. 3d 736,
739 (2005). To obtain a TRO, a party must show (1) a clearly ascertained right requiring
protection, (2) irreparable injury in the absence of injunctive relief, (3) no adequate remedy at law,
and (4) a likelihood of success on the merits of the underlying claim. Id. “If these elements are
met, then the trial court must balance the hardships and consider the public interests involved.”
Makindu v. Illinois High School Ass’n, 2015 IL App (2d) 141201, ¶ 31. The party seeking the TRO
need not make out the entire case; rather, the party only needs to demonstrate the existence of a
fair question on the elements and persuade the trial court to preserve the status quo. McHenry
County Sheriff v. McHenry County Department of Health, 2020 IL App (2d) 200339, ¶ 27.
¶ 43 Here, the appellants argue that in granting Dr. Hopkins’s TRO, the trial court acted as a
“super-personnel department” by reexamining and second-guessing an employment decision that
was within the appellants’ business discretion. In support, the appellants cite Zannis v. Lake Shore
Radiologists, Ltd., 73 Ill. App. 3d 901, 904 (1979), in which the First District stated that it was
well settled that, with respect to personal service contracts, a trial court should not compel an
employee to work for his employer, nor compel an employer to retain an employee. In that case, a
18 physician employee of a professional corporation sought an order compelling reinstatement to his
clinical job after his contract was terminated. Id. However, the appellate court concluded that an
order compelling reinstatement should not be issued under those circumstances because it would
amount to specific performance of a personal services employment relationship; it would force
unwilling physicians to practice together; and it would require courts to supervise services that
require special skill, knowledge, judgment, and/or discretion. Id. at 904-05.
¶ 44 Relying on this decision, the appellants here argue that Dr. Hopkins sought the same
specific performance as the plaintiff in Zannis, reinstatement to his positions as manager and
medical director. The appellants note that the medical director position requires Dr. Hopkins to
perform services requiring special skill, knowledge, judgment, and/or discretion. Also, the
appellants note that, as medical director overseeing patient care and serving as the contact between
360 MSO and its affiliated hospitals and clinics, the relationship between Dr. Hopkins and the
appellants requires significant cooperation and trust.
¶ 45 In response, Dr. Hopkins argues that Zannis is distinguishable because it arose in a
fundamentally different setting. He argues that this case concerns governance rights of a limited
liability company, not employment, as 360 MSO does not employ clinicians. Dr. Hopkins notes
that he is a member and manager of 360 MSO, not an employee of it, and any clinical work
performed by him is through separate companies that are not parties to the case. In addition, Dr.
Hopkins argues that the concern in Zannis about forced clinical cooperation and ongoing oversight
does not exist here, as Grasso and White are not physicians and are not involved with the
management of the medical practices. Thus, Dr. Hopkins argues that the TRO merely restored him
to those roles.
19 ¶ 46 After considering the above arguments and reviewing the record, we agree with Dr.
Hopkins that this case is distinguishable from Zannis in that it does not involve a personal services
employment contract that would require the court to supervise professional services requiring
special skill, knowledge, judgment, and/or discretion. 360 MSO is a limited liability company, and
Dr. Hopkins was a manager of that company, not an employee. The issue presented here concerns
whether he should be reinstated as a manager of that company, not whether an employer should
be forced to retain an employee. Also, any clinical work completed by Dr. Hopkins is not through
360 MSO. Thus, we conclude that the TRO entered in this case did not amount to specific
performance of a personal services employment contract. Moreover, as noted by Dr. Hopkins, if
there is any ongoing friction, that can be addressed through conventional LLC governance tools
or by appointing a receiver.
¶ 47 The appellants next contend that Dr. Hopkins failed to establish a likelihood of success on
the merits. 1 Specifically, the appellants argue that both parties submitted affidavits in support of
their positions, and the affidavits included conflicting allegations. However, the appellants argue
that the various affidavits did not differ with respect to the undeniable conflict and lack of trust
that exists between Dr. Hopkins, Grasso, and White. The appellants contend that despite this
conflict, Dr. Hopkins was returned to a position requiring the appellants’ trust, confidence, and
cooperation. In addition, the appellants argue that their affidavits differed from Dr. Hopkins’s
affidavits in that the affidavits from Grasso and White stated facts and attached supporting exhibits,
while Dr. Hopkins’s affidavit contained conclusions, inadmissible hearsay, and statements made
on information and belief that could not be considered.
1 The appellants do not raise any arguments on the remaining three TRO elements, so we will not address them in this decision. 20 ¶ 48 In reply, Dr. Hopkins argues that he had established a likelihood of success on the merits.
Specifically, he notes that the 360 health agreement limits the circumstances under which a
member or manager may be terminated for cause. Dr. Hopkins argues that the actions by
unanimous interest issued by Grasso and White did not articulate any reasons that conformed with
any of the categories enumerated in the 360 health agreement. Also, Dr. Hopkins argues that the
360 health agreement required that he be provided with notice to cure before termination, but no
notice was provided. Thus, he argues that he established sufficient facts to support the conclusion
that his termination was invalid. Moreover, he argues that the remainder of the February 2 actions
were predicated on the improper “for cause” termination.
¶ 49 To establish a likelihood of success on the merits, the party only needs to raise a fair
question as to the existence of a claimed right and a fair question that he will be entitled to the
relief prayed for if the proof supports the allegations. Kalbfleisch v. Columbia Community Unit
School District Unit No. 4, 396 Ill. App. 3d 1105, 1114 (2009). Here, based on the pleadings on
file, which included the conflicting affidavits and filed exhibits, the trial court found that Dr.
Hopkins had established a likelihood of success on the merits. After carefully reviewing the record,
we do not find that the trial court’s decision was arbitrary, fanciful, or unreasonable, or that no
reasonable person would have adopted the trial court’s view. In issuing the TRO, the trial court
considered the conflicting information provided in the affidavits and the various other filings and
weighed the credibility of the presented information. The trial court is in the best position to resolve
the conflicts in the evidence, which includes determining the credibility of the affidavits presented
by the parties. See County of Du Page v. Gavrilos, 359 Ill. App. 3d 629, 636 (2005) (“Although
there is no Illinois case specifically addressing the trial court’s ability to assess conflicting
affidavits in support of injunctive motions, we see no reason why the trial court should not be in
21 the best position to judge the credibility of the affidavits filed in support of the application for a
preliminary injunction, as it is the trial court’s province to resolve any conflicts.”). Further, we
presume that the trial court disregarded any inadmissible evidence in issuing the TRO. See In re
Z.J., 2020 IL App (2d) 190824, ¶ 85. Thus, we conclude that the trial court’s decision was not an
abuse of discretion.
¶ 50 The appellants also contend that the trial court failed to balance the hardships. We
acknowledge that the trial court did not mention, in either its oral ruling or written order, that it
had balanced the hardships. However, there was no indication in the supporting record that the
trial court did not do so. Absent evidence to the contrary, it is presumed that the trial court’s order
was in conformity with the law and had a sufficient factual basis. Foutch v. O’Bryant, 99 Ill. 2d
389, 392 (1984). Thus, we find that the appellants’ contention that the trial court did not balance
the hardships is meritless.
¶ 51 Alternatively, the appellants argue that balancing the hardships weighs against Dr.
Hopkins’s reinstatement. When balancing the equities, the trial court must weigh the benefits of
granting the injunction against the possible injury to the opposing party. Makindu, 2015 IL App
(2d) 141201, ¶ 47. The appellants argue that the balance of hardships strongly favors denial of the
TRO because, by ordering Dr. Hopkins’s reinstatement, the trial court subjected the appellants to
immediate and irreparable harm resulting from Dr. Hopkins’s continued misconduct. The
appellants argue that Dr. Hopkins, through Catalyst, was already directly competing with 360
MSO, and his actions had eroded the appellants’ market position, goodwill, and reputations. The
appellants further argue that the trial court improperly injected itself into an employment dispute,
reversed a legitimate business action that was within the appellants’ discretion, and forced hostile
parties into a relationship of trust and confidence. Also, the appellants contend that the trial court’s
22 order authorized and/or permitted Dr. Hopkins’s continued efforts to exploit the appellants’
confidential and propriety information for his own benefit.
¶ 52 The appellants argue that reversal of the trial court’s order will result in minimal hardship,
as the order would merely follow longstanding legal principles and policy reasons for the rule
against compelling an employer to retain an employee. Also, the appellants argue that Dr. Hopkins
should not be concerned about his medical license, as new medical directors have been hired.
¶ 53 Dr. Hopkins argues that the appellants’ contentions are based on disputed facts, which were
considered by the trial court when it entered the TRO. Also, Dr. Hopkins argues that the trial
court’s order evidences that the trial court did consider the rights and interests of all parties.
¶ 54 Again, we note that the trial court, which is in the best position to determine the credibility
of the submitted affidavits, evaluated the information presented in the conflicting affidavits and
other filings, and determined that Dr. Hopkins had sufficiently proven the necessary requirements
for a TRO. Also, in entering the TRO, the trial court specifically enjoined Dr. Hopkins from using
360 MSO’s confidential information in a way that was contrary to 360 MSO’s interests and also
enjoined Dr. Hopkins from disparaging 360 MSO to any employee, independent contractor, or
contractual partner of 360 MSO and the PLLCs. The trial court also noted that Dr. Hopkins was
required to abide by the terms of the 360 health agreement as it existed prior to February 2, 2026.
Thus, we agree with Dr. Hopkins’s contention that when the trial court issued the TRO, it
considered the rights and interests of all parties.
¶ 55 Lastly, the appellants argue that the trial court did not maintain the status quo. In issuing
the TRO, the trial court determined that the status quo was prior to February 2, 2026, before Grasso
and White removed Dr. Hopkins as the manager and medical director of 360 MSO and as medical
director of the PLLCs. The appellants argue that, in choosing this date, the trial court did not
23 maintain the status quo and effectively placed the parties directly back into the midst “of a
relationship rife with turmoil, in-fighting, and instability.” The appellants argue that the proper
status quo was the period of time following the February 2 actions that preceded the current,
pending controversy. The appellants argue that Dr. Hopkins’s removal from any position where
he could continue to act in a manner where he could utilize the appellants’ resources and goodwill
to further usurp business opportunities was the condition necessary to prevent continued harm.
¶ 56 In response, Dr. Hopkins contends that White and Grasso acted to oust him as manager and
medical director of 360 MSO and as owner of the PLLCs and that the “lawfulness of this removal”
was the crux of this litigation. Thus, Dr. Hopkins argues that it was necessary to restore the parties’
rights and status to before February 2 to maintain the status quo to preserve the rights, relationships,
and assets of the parties, their customers, and the patients.
¶ 57 The status quo is defined as the least peaceable uncontested status that preceded the
pending controversy. Steel City Bank v. Village of Orland Hills, 224 Ill. App. 3d 412, 417 (1991).
The status quo has also been interpreted as the condition necessary to prevent dissipation or
destruction of the property in question. Kalbfleisch, 396 Ill. App. 3d at 1118. Under either
interpretation, an injunction is designed to prevent a threatened wrong or the further perpetration
of an injurious act. Id.
¶ 58 Here, the underlying dispute in this litigation is whether the actions taken by Grasso and
White on February 2 were in compliance with the 360 health agreement. Dr. Hopkins noted that
from the companies’ inception in approximately 2020 until February 2, 2026, the ownership and
management of 360 MSO and the PLLCs remained the same. Dr. Hopkins also presented facts
demonstrating that his removal on February 2 endangered the operations of 360 MSO and the
PLLCs, their contractual relationships with affiliated hospitals and clinics, and the health and
24 safety of patients. He presented further facts showing that his removal placed him at risk of
irreparable harm to his professional reputation and licenses. The trial court, considering the
information presented by Dr. Hopkins, as well as the information presented by the appellants to
support its position on the status quo, determined that the status quo that should be preserved was
the status quo as it existed before February 2, 2026. Based on the above, we find that the trial
court’s decision was not arbitrary, fanciful, or unreasonable, or a position that no reasonable person
would adopt. The trial court temporarily restored the parties to the position that they were in before
Grasso and White removed Dr. Hopkins as manager and medical director in an effort to prevent
any further damage to the businesses or their customer relationships due to the purported disruption
in services and leadership. From our review of the supporting record, we find that the trial court’s
decision to issue the TRO was not an abuse of discretion.
¶ 59 III. CONCLUSION
¶ 60 For the above reasons, we affirm the order of the circuit court of Madison County. We
direct the clerk to issue the mandate immediately.
¶ 61 Affirmed.