2025 IL App (1st) 242022-U
FIFTH DIVISION July 18, 2025
No. 1-24-2022
NOTICE: This order was filed under Supreme Court Rule 23 and is not precedent except in the limited circumstances allowed under Rule 23(e)(1). ______________________________________________________________________________
IN THE APPELLATE COURT OF ILLINOIS FIRST DISTRICT ______________________________________________________________________________
RAJAB AYYAD, ) Appeal from the ) Circuit Court of Plaintiff-Appellant, ) Cook County. ) v. ) No. 23 L 011998 ) SAADAH DIAB and SUNDUS DIAB, ) Honorable ) Daniel J. Kubasiak, Defendants-Appellees. ) Judge Presiding.
PRESIDING JUSTICE MIKVA delivered the judgment of the court. Justices Oden Johnson and Navarro concurred in the judgment.
ORDER
¶1 Held: The circuit court’s grant of summary judgment in favor of defendants is affirmed where plaintiff released his ownership interest in property before the alleged fraud facilitating the sale of that building occurred.
¶2 On April 13, 2023, defendant Saadah Diab sold a building located at 5850 West Addison
Street (the building) in Chicago that had been jointly owned by him and plaintiff Rajab Ayyad and
used as the location of their once jointly owned auto-repair business. On November 29, 2023, Mr.
Ayyad filed a two-count complaint against Mr. Diab and his daughter, Sundus Diab, for fraud and No. 1-24-2022
breach of fiduciary duty.
¶3 In that lawsuit, Mr. Ayyad alleged that he had been promised an equal share of the profits
from a contemplated sale of the building and, further, that Mr. Diab had used an allegedly
fraudulently notarized quitclaim deed to surreptitiously transfer Mr. Ayyad’s interest in the
building to Ms. Diab, so that it could then be sold to a third party, all without his knowledge. The
Diabs sought summary judgment on the basis that Mr. Ayyad had waived or was estopped from
bringing those claims because he had released his interest in the building to them as part of an
agreement reached in September 2012. This agreement was reflected in a handwritten receipt of
partial payment signed by Mr. Ayyad in which he agreed to “release the building and the business.”
¶4 The circuit court granted summary judgment in favor of the Diabs on both counts,
reasoning that the September agreement was an unambiguous writing reflecting a “waiver” of any
right that Mr. Ayyad had to profits from a future sale of the building. For the reasons that follow,
we agree that the agreement Mr. Ayyad signed in September 2012 operated as a release of Mr.
Ayyad’s interest in the building and bars his claims. Accordingly, we affirm the circuit court’s
order granting summary judgment to the Diabs.
¶5 I. BACKGROUND
¶6 The following facts, taken from the pleadings and attachments to the parties’ summary
judgment briefing, provided the basis upon which the circuit court granted summary judgment.
¶7 In 1996, Mr. Ayyad hired Mr. Diab to work at his auto-repair business, Discount Auto
Service, Inc. (the business). Within approximately one year, Mr. Ayyad and Mr. Diab agreed to
become co-owners and partners in the business. In 2007, they acquired joint title to the building
through a warranty deed and moved the business to that location.
¶8 In September 2012, Mr. Ayyad was in the Middle East and Mr. Diab was in the United
2 No. 1-24-2022
States. Mr. Diab and Mr. Ayyad discussed, long distance and by telephone, a potential buyout by
Mr. Diab of Mr. Ayyad’s ownership of the business. The details of those negotiations and the exact
terms reached by the parties are disputed.
¶9 The parties do agree that Mr. Diab asked the owner of a travel agency in the West Bank to
help facilitate his dealings with Mr. Ayyad. On September 26, 2012, the travel agency owner
presented and Mr. Ayyad signed a document, handwritten in Arabic by the travel agency owner
(the September agreement), confirming receipt of an $8,000 payment. The September agreement
is titled “An Affidavit of Receiving the Amount of Money Mentioned Underneath.” A certified
translation of this document reads, “The mentioned amount [is] considered to be as a part of the
agreed amount between both of us in return to release the building and the business upon the receipt
of the whole agreed amount.” The September agreement does not contain an integration clause
and is signed by a witness and by Mr. Ayyad but not by Mr. Diab. Mr. Diab proceeded to make
additional payments to Mr. Ayyad throughout the year, which brought the total amount paid to
$35,000.
¶ 10 After the $35,000 in payments were completed, Mr. Diab took total responsibility for
expenses associated with both the business and the building, including removing Mr. Ayyad from
and refinancing the mortgage and taking out an additional loan to pay overdue taxes on the
building.
¶ 11 Mr. Ayyad acknowledges that, at about the same time he signed the September agreement,
he also signed a quitclaim deed for the building. Mr. Ayyad contends that the deed was not
notarized and he signed this with the understanding that Mr. Diab would use it in the future if he
found a buyer for the building in which case he would divide the profits from the sale with Mr.
Ayyad. It is also undisputed that the recorded quitclaim deed that Mr. Ayyad signed contains the
3 No. 1-24-2022
signature of a notary certifying that the document was signed before her in-person in Illinois on
September 12 and 14, 2012, which was when Mr. Ayyad was in the Middle East.
¶ 12 In April 2018, Mr. Diab traveled to the Middle East and presented Mr. Ayyad with a
warranty deed that would transfer his interest in the building to Mr. Diab, which Mr. Ayyad refused
to sign. On February 13, 2019, Mr. Diab recorded the quitclaim deed that Mr. Ayyad had signed
in 2012 and had allegedly been fraudulently notarized, transferring Mr. Ayyad’s interest in the
building to his daughter, Ms. Diab. On April 13, 2023, the Diabs, using this quitclaim deed, sold
the building to a third party and retained all proceeds from the sale.
¶ 13 On November 29, 2023, Mr. Ayyad filed the two-count complaint for fraud and breach of
fiduciary duty against the Diabs. Mr. Ayyad alleged in that complaint that he had signed a blank,
unnotarized quitclaim deed in case Mr. Diab needed to sell the building in the future, with the
understanding that he would still receive an equal share of the profits from any sale. He alleged
that the quitclaim deed was then fraudulently notarized and used to sell the building without his
knowledge, thus “depriv[ing him] of the benefits of his ownership of the Property and the proceeds
of the sale of the Property.” Mr. Ayyad attached as exhibits to his complaint the original deed to
the building as well as the allegedly fraudulently notarized quitclaim deed and the 2023 deed
conveying the building to a third party.
¶ 14 The Diabs filed their answer and affirmative defenses on January 30, 2024. They argued
that estoppel, waiver, and adverse possession prevented Mr. Ayyad from bringing his claims. They
also presented an alternative version of events. According to the Diabs, the business was struggling
in the period leading up to the signing of the September agreement and Mr. Ayyad and Mr. Diab
were behind in their mortgage and tax payments. In August 2012, Mr. Ayyad told Mr. Diab in a
face-to-face meeting that he was returning to the Middle East permanently and that Mr. Diab
4 No. 1-24-2022
should close the business and “let the bank take the building” because it was “worth nothing.”
¶ 15 One month later, Mr. Diab called Mr. Ayyad in the Middle East and Mr. Ayyad agreed to
sell both the business and the building to Mr. Diab for $35,000. When payment was completed,
the Diabs refinanced the building and released Mr. Ayyad from any personal liability. The Diabs
submitted as exhibits a June 2011 loan payment notice showing a mortgage with a balance of
$440,519.05 that was in arrears in the amount of $14,304 and accruing late fees, a June 2011 bank
notice showing delinquent property taxes in the amount of $10,302.11, an October 2011 appraisal
of the building showing a market value of $175,000, a September 2012 appraisal showing a market
value of $245,000, a copy of the September agreement, receipts showing payments made to Mr.
Ayyad totaling $35,000, documents from the mortgage refinancing, and documents showing an
additional loan taken out and later fully repaid by Mr. Diab to cover back taxes owed on the
¶ 16 On May 2, 2024, the Diabs filed a motion for summary judgment based on their affirmative
defenses of waiver and estoppel. They argued that Mr. Ayyad’s claims centered on the
interpretation of the September agreement—a question of law—and whether that agreement was
for the sale of both the business and the building. According to the Diabs, the phrase “to release
the building and the business” in the September agreement could only mean that Mr. Ayyad
intended to sell his interest in the building as part of their deal. They also argued that the parties’
conduct after their execution of the September agreement evidenced an understanding that the
building was meant to be sold. For example, Mr. Ayyad was released from personal liability on
the mortgage, and Mr. Diab proceeded to make payments himself after the September agreement
was signed. The Diabs argued that Mr. Ayyad’s release of the building barred his claims that they
had engaged in fraud or breached Mr. Daib’s fiduciary duty in utilizing the quitclaim deed to sell
5 No. 1-24-2022
the building without his knowledge.
¶ 17 In response, Mr. Ayyad argued that the Diabs’ reliance on the September agreement
ignored “contemporaneous representations and agreements.” He maintained that the September
agreement could not convey an interest in real property because the statue of frauds required that
the property be identified by address and there was no address on the agreement. He argued that
summary judgment was inappropriate because several material terms were missing from the
September agreement and, as a result, the Diabs had to rely on the parties’ conduct to support their
interpretation of the document. That same conduct, he argued, could also support his interpretation
of the agreement—that he would have no interest in the business but would still be entitled to his
share of profits from a future sale of the building. According to Mr. Ayyad, his longstanding
relationship with and trust in Mr. Diab made it reasonable for him to rely on Mr. Diab’s verbal
assurances that his interest in the building would be protected.
¶ 18 Mr. Ayyad argued in the alternative that if the September 26, 2012, agreement did include
the sale of the building (which he denied), there was a genuine issue of material fact as to whether
Mr. Ayyad was fraudulently induced into signing the September agreement and whether pressuring
him to do so had been a breach of fiduciary duty.
¶ 19 Mr. Ayyad attached to his brief opposing the motion for summary judgment his own
affidavit and documents that he alleged were prepared as part of his negotiations with Mr. Diab
and showed that the building was not meant to be included as part of the final agreement. These
included a contract for the sale of just the business for a price of $35,000, a commercial lease
agreement for the building, and a statutory power of attorney form authorizing Mr. Diab to sell the
building between October 15, 2012, and April 15, 2013. Mr. Ayyad’s signature was on all three
documents, while Mr. Diab’s signature appeared only on the power of attorney form.
6 No. 1-24-2022
¶ 20 On September 13, 2024, the circuit court granted the Diabs’ motion for summary judgment,
finding that Mr. Ayyad had “waived and/or [wa]s estopped from pursuing his claims.” The court
reasoned that the language of the September agreement was clear and indicated that both the
building and the business were meant to be sold. According to the court, the record contained
evidence that “the building” mentioned in the September agreement referred to the building, a fact
which it noted was “corroborated through the appraisal and subsequent documents executed by
[Mr. Diab] after the release was signed by [Mr. Ayyad].” The circuit court also sua sponte
concluded that Mr. Ayyad’s claims were time-barred.
¶ 21 This appeal followed.
¶ 22 II. JURISDICTION
¶ 23 The circuit court granted summary judgment in favor of the Diabs on all of Mr. Ayyad’s
claims on September 13, 2024. Mr. Ayyad timely filed a notice of appeal on October 10, 2024.
This court has jurisdiction over the appeal pursuant to Illinois Supreme Court Rule 301 (eff. Feb.
1, 1994) and Rule 303 (eff. July 1, 2017), governing appeals from final judgments entered by the
circuit court in civil cases.
¶ 24 III. ANALYSIS
¶ 25 On appeal, Mr. Ayyad argues that the circuit court improperly concluded that there were
no questions of material fact because the court’s erroneous understanding was that the September
agreement represented the parties’ full agreement. Mr. Ayyad also argues that the court erred in
relying on waiver and estoppel because those are contract defenses and he was asserting tort
claims. The Diabs counter by arguing that the circuit court correctly found that waiver or estoppel
barred Mr. Ayyad’s claims because the September agreement was an unambiguous promise to sell
Mr. Ayyad’s interest in both the building and the business to Mr. Diab. We agree that the circuit
7 No. 1-24-2022
court’s grant of summary judgment was proper here.
¶ 26 Summary judgment is appropriate where, construed liberally and in favor of the non-
moving party, “the pleadings, depositions, and admissions on file, together with the affidavits, if
any, show that there is no genuine issue as to any material fact and that the moving party is entitled
to a judgment as a matter of law.” 735 ILCS 5/2-1005(c) (West 2020). Summary judgment should
be denied and the issue referred to the trier of fact when reasonable individuals could draw different
inferences from the undisputed material facts, or when there is a genuine dispute over a material
fact. Jackson v. TLC Associates, Inc., 185 Ill. 2d 418, 424 (1998). Our review of a circuit court’s
grant or denial of summary judgment is de novo. Doria v. Village of Downers Grove, 397 Ill. App.
3d 752, 756 (2009).
¶ 27 The circuit court held that Mr. Ayyad had “waived and/or [was] estopped from pursuing
his claims” because, according to the September agreement, he had sold his interest in the building.
By signing the September agreement, Mr. Ayyad acknowledged receipt of partial payment and
confirmed that upon receipt of “the whole agreed upon amount,” he would “release the building
and the business.” The circuit court reasoned that this constituted an unambiguous release of both
the business and the building.
¶ 28 Although Mr. Ayyad has framed his claims as ones for fraud and breach of fiduciary duty,
underlying those claims is his contention that Mr. Diab breached an explicit promise “that the
Property will remain for the both of us.” Mr. Ayyad insists that he did not intend to relinquish his
rights to the building or think that signing the September agreement was contrary to his
understanding with Mr. Diab that the two would split the profits from any sale to a third party. The
gist of his complaint is that the allegedly fraudulent deed allowed the Diabs to sell the building
without his knowledge, thus facilitating their breach of an oral agreement to share the profits from
8 No. 1-24-2022
the sale of the building with him. The question of whether the Diabs defrauded Mr. Ayyad and
perhaps breached a fiduciary duty to him, by fraudulently notarizing his signature on the quitclaim
deed, therefore, hinges on this promise to share the profits of a sale. Mr. Ayyad’s claim is that
while this promise to share profits is not set out in the September agreement, it was the parties’
understanding that this would occur at the time he signed that written agreement.
¶ 29 In Illinois, however, a written agreement is presumed to include all material terms agreed
upon by the parties. K's Merchandise Mart, Inc. v. Northgate Ltd. Partnership, 359 Ill. App. 3d
1137, 1143 (2005). There are three ways that evidence of what Mr. Ayyad claims was a separate
oral promise to share profits would not be barred by the September agreement: (1) as proof of an
agreement that was separate and distinct from the September agreement (Hartbarger v. SCA
Services, Inc., 200 Ill. App. 3d 1000, 1009 (1990)), (2) as proof of terms allegedly agreed to that
were consistent with and did not contradict or vary the September agreement and that agreement
was not the fully integrated final and complete agreement of the parties (J & B Steel Contractors,
Inc. v. C. Iber & Sons, Inc., 162 Ill. 2d 265, 275 (1994)), or (3) as evidence of the September
agreement’s proper interpretation, if the terms of that agreement were facially ambiguous (Air
Safety, Inc. v. Teachers Realty Corp., 185 Ill. 2d 457, 463-65 (1999)). Although Mr. Ayyad does
not separate his arguments out into these three avenues, we have examined each and it is clear that
none of these circumstances are present here.
¶ 30 We first consider the question of whether the oral promise to share profits from a sale, as
alleged by Mr. Ayyad, is sufficiently separate and distinct from the September agreement that it
could be enforceable notwithstanding that written agreement. Evidence of an extrinsic agreement
may be admissible if it is “so far a separate and distinct matter as to be capable of existence as an
independent legal act.” Midwest Builder Distributing, Inc. v. Lord & Essex, Inc., 383 Ill. App. 3d
9 No. 1-24-2022
645, 662 (2007). No such separate and distinct agreement exists here because both the September
agreement and the alleged oral agreement directly concern the same subject matter—the building.
Thus, this alleged oral promise cannot be considered as independent of the written September
agreement.
¶ 31 The next way that evidence of the alleged oral promise to share profits could be
considered—as a supplemental term—depends on whether the September agreement is an
integration. Ordinarily, when parties reduce their agreement to a writing that is complete, final,
and unambiguous, all prior negotiations leading to the execution of the contract are merged into
the writing (Harris Trust & Savings Bank v. Chicago Title & Trust Co., 84 Ill. App. 3d 280, 283
(1980)) and parol evidence of a prior or contemporaneous agreement is inadmissible (Hartbarger,
200 Ill. App. 3d at 1009). That is not the case, however, when a writing is only a partial
integration—a final but not complete expression; in such cases, additional terms may be introduced
to supplement the document as long as they are consistent with but do not vary or contradict the
terms in the writing. J & B Steel Contractors, Inc., 162 Ill. 2d at 275.
¶ 32 According to our supreme court in J & B Steel Contractors, 162 Ill. 2d at 272, the first
question in determining whether, and to what degree, a contract is an integration, is whether it is a
final expression of the agreement between the parties. The court found the purchase order at issue
in that case was a final expression of the parties’ agreement because the plaintiff began
performance without responding, a circumstance the court concluded was “sufficient as to the
question of finality.” Id. at 272-73. Similarly here, it is undisputed that Mr. Diab began making
payments to Mr. Ayyad immediately after Mr. Ayyad signed the September agreement. Thus, that
written agreement was final.
¶ 33 The second question we ask when considering whether a contract is an integration is
10 No. 1-24-2022
whether the expression is complete. Id. at 272. It is clear, on its face, that the September agreement
is not a complete expression of the parties’ agreement, first, because it contains no integration
clause. More importantly, the only figure listed is “$8,000” as payment of “part of the agreed
amount,” so the written agreement does not include the full amount of money to be paid. Moreover,
there is no description of the manner of or timeframe for future payments, and no description or
address of the “building” or of the “business.” The agreement does make clear, however, that some
amount of money will be paid, in some fashion, as consideration for Mr. Ayyad’s promise to
“release the building and the business.”
¶ 34 Since the September agreement is only a partial integration, parol or extrinsic evidence
may be introduced to show additional consistent terms, but only if they do not vary or contradict
it. Id. at 275. Such additional consistent terms would include, for example, the final price of
$35,000 and descriptions of the business and building.
¶ 35 The problem for Mr. Ayyad in this case is that by arguing that one of those additional terms
was an agreement to share profits from a future sale of the building, he seeks to introduce terms
that would vary the plain meaning of the terms used in the September agreement because the
language of that agreement reflects Mr. Ayyad’s intent to sell to Mr. Diab his entire interest in the
building they had bought together.
¶ 36 In the September agreement, Mr. Ayyad agreed to “release the building and the business.”
Black’s Law Dictionary defines “release” as the “the act of giving up a right or claim to the person
against whom it could have been enforced” or “the relinquishment or concession of a right, title,
or claim.” Black’s Law Dictionary (12th ed. 2024). In keeping with the generally understood
meaning of the word “release,” Mr. Ayyad does not dispute that the September agreement reflects
an intention to relinquish his interest in the business to Mr. Diab. To find that “release” referred to
11 No. 1-24-2022
the complete sale of the business but not also of the building, however, would give the term two
different meanings within the same sentence. Moreover, it would require us to define “release” as
something that allowed Mr. Ayyad to have a continuing right to the profits of the sale—which is
contrary to the plain meaning of the word. We simply cannot read the September agreement in a
way that would be consistent with a separate agreement whereby Mr. Ayyad retained his right to
share in the profits from some later sale of the building.
¶ 37 For similar reasons, we cannot find that there is any ambiguity in the September agreement
such that it could be read in the manner Mr. Ayyad suggests. According to Mr. Ayyad, “release of
the ‘building’ meant only that he was formally releasing the Business from paying rent to him as
the continued co-owner of the Property.” In making this argument, Mr. Ayyad is contending that
“release” is ambiguous and thus could be construed in the manner he suggests. In support of his
understanding of the term, Mr. Ayyad points to several documents which, he says, “are
inconsistent with any understating [sic] or intent to convey the Property to the [Diabs].” Mr. Ayyad
specifically references a contract that was for the sale of only the business and lease of the building
to the business, neither of which were signed by Mr. Diab, as well as the power of attorney
document authorizing Mr. Diab to sell the building for a limited period of time.
¶ 38 The first problem with this argument is that, in determining whether the September
agreement is ambiguous, we are limited to the four corners of that agreement. Air Safety, 185 Ill.
2d at 463-65. Looking strictly to the language of the September agreement, the phrase “release the
building and business” is not facially ambiguous and we find no support for Mr. Ayyad’s
interpretation in the language of the document itself.
¶ 39 Second, even if we were to look beyond the four corners of the agreement, the evidence
Mr. Ayyad cites, such as a draft contract for the sale of only the business signed by himself but not
12 No. 1-24-2022
Mr. Diab shows, at most, that Mr. Ayyad may have wanted to work out a deal with Mr. Diab where
he sold him only the business. As this court has explained, “[a]ny particular interpretation that only
the plaintiff may have envisioned at the time a contract is executed is immaterial.” Eichengreen v.
Rollins, Inc., 325 Ill. App. 3d 517, 524 (2001). The parties may have discussed a different deal,
but Mr. Ayyad can point to nothing within or outside the September agreement that supports his
claim that the agreement he signed did not reflect a sale by him to Mr. Diab of both the building
and the business.
¶ 40 Under any of the three avenues discussed above, Mr. Ayyad is precluded from offering the
evidence that he would need to create a question of fact. The evidence he offers would not reflect
an agreement on a separate and distinct matter, such evidence cannot vary or contradict the terms
of the September agreement, and he has not shown the existence of an ambiguity that would allow
the admission of extrinsic evidence of this alleged oral agreement. Thus, this September agreement
precludes the claim that the Diabs acted fraudulently or that Mr. Diab breached his fiduciary duty
to him by utilizing a fraudulently notarized quitclaim deed to sell the building.
¶ 41 Mr. Ayyad tries to get around the September agreement and these contract principles by
quoting Mother Earth, Ltd. v. Strawberry Camel, Ltd., 72 Ill. App.3d 37, 52 (1979) for the
proposition that “the terms of any written contract executed in conjunction with fraud are irrelevant
to a cause of action grounded not in contract but in tort.” Mr. Ayyad’s reliance on Mother Earth,
however, is misplaced. In that case, the plaintiff, who was the purchaser of a nightclub, signed a
contract that expressly disclaimed any additional warranties outside of the contract. Id. at 42. The
court determined that this disclaimer could not be used as a defense against the plaintiff’s fraud
action, which was based on additional false representations made about the business. Id. at 52.
¶ 42 Unlike in Mother Earth, in this case the alleged fraud took place after Mr. Ayyad signed
13 No. 1-24-2022
the contract that released any interest in the building. That contract, and the limitations on a court’s
consideration of any inconsistent contract terms outlined above, control here. Because Mr. Ayyad
had signed a written agreement giving up any interest in the building, the Diabs’ alleged use of a
fraudulent notarization of his signature to sell the building simply caused him no injury and cannot
be the basis for a fraud claim. See, e.g., City of Chicago v. Michigan Beach Housing Co-op., 297
Ill. App. 3d 317, 323 (1998) (“Damage is an essential element of fraud.”).
¶ 43 As noted in the factual background, Mr. Ayyad made an alternative argument in the circuit
court that summary judgment was improper because of his claim that he had been fraudulently
induced to sign the September agreement. Mr. Ayyad has not pursued that alternative theory on
appeal. In addition, as the Diabs pointed out to the circuit court, the Diabs were not even in the
vicinity when Mr. Ayyad signed the September agreement and there is no evidence that they
dictated its terms or drafted it or that Mr. Ayyad could not have put in protective language if he
thought that it did not accurately reflect the parties’ agreement.
¶ 44 Truly, the most that can be said is that Mr. Ayyad signed an unambiguous release of his
entire interest in the building with the hope—or perhaps even the understanding—that his old
friend and business partner would still give him half the profits when and if he sold the building
that they had owned together. Unfortunately for Mr. Ayyad, that claim is barred by his signing a
written agreement to the contrary.
¶ 45 We note that while neither party raised an affirmative defense based on the statute of
limitations, the circuit court also granted summary judgment on the basis that these claims were
time-barred. The court did not provide an explanation for this determination. The parties agree that
there was no issue of untimeliness. We have no need to address this issue.
14 No. 1-24-2022
¶ 46 IV. CONCLUSION
¶ 47 The circuit court did not err in granting summary judgment in favor of the Diabs where no
genuine issues of material fact exist. We affirm the circuit court’s grant of summary judgment.
¶ 48 Affirmed.