2025 IL App (1st) 241574-U No. 1-24-1574 Order filed November 12, 2025 Third Division
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 ______________________________________________________________________________ GUARANTEED RATE INC., ) Appeal from the ) Circuit Court of Plaintiff-Appellant and Cross-Appellee, ) Cook County. ) v. ) No. 23 L 10265 ) REBECCA MOTT, ) Honorable ) Jerry A. Esrig, Defendant-Appellee and Cross-Appellant. ) Judge, presiding.
JUSTICE LAMPKIN delivered the judgment of the court. Presiding Justice Martin and Justice Reyes concurred in the judgment.
ORDER
¶1 Held: The judgment of the trial court vacating the arbitrator’s award of attorney fees and costs is reversed, but the trial court’s judgment confirming the arbitrator’s award of compensatory damages for breach of fiduciary duty is affirmed.
¶2 Plaintiff Guaranteed Rate Inc. (GRI) sued its former employee, defendant Rebecca Mott,
for breach of contract, breach of fiduciary duty, conversion, and violations of the Federal
Wiretapping Act and Illinois Eavesdropping Act. Defendant countersued for violations of the
Lanham Act, the Illinois Right to Publicity Act, Illinois Fraud and Deceptive Business Practices No. 1-24-1574
Act, and Illinois Wage Payment and Collection Act. The matter proceeded to arbitration where the
arbitrator found that defendant breached her fiduciary duty to plaintiff and violated the Illinois
Eavesdropping Act. The arbitrator awarded plaintiff $332,760.97 in damages, $238,494.09 in
attorney fees, and $24,375 in costs. Defendant then sought review of the arbitrator’s award in the
trial court, which vacated the portion of the arbitrator’s award concerning attorney fees and costs
but otherwise confirmed the compensatory damages awarded to plaintiff.
¶3 Plaintiff appeals, arguing that the trial court erred by vacating the arbitrator’s award of
attorney fees and costs. Defendant cross-appeals, defending the trial court’s judgment in that
respect, but also arguing that the trial court erred in confirming the arbitrator’s compensatory
damages award.
¶4 For the reasons that follow, we reverse the judgment of the trial court vacating the award
of attorney fees and costs, but otherwise affirm the remainder of the trial court’s judgment which
confirmed the arbitrator’s award. 1
¶5 I. BACKGROUND
¶6 The arbitrator in this case issued a 56-page interim award on May 2, 2023, that recites in
detail the facts of the underlying litigation which we now summarize.
¶7 Defendant began her employment with plaintiff in March 2014 as a vice president of
mortgage lending in plaintiff’s Frankfort, Illinois office. Her role required her to locate customers
who wanted a mortgage or who wanted to refinance an existing loan, then arrange for and close
those loans. Defendant had 15 years of experience in the mortgage lending business before starting
1 In adherence with the requirements of Illinois Supreme Court Rule 352(a) (eff. July 1, 2018), this appeal has been resolved without oral argument upon the entry of a separate written order.
-2- No. 1-24-1574
her employment with plaintiff and brought with her a list of approximately 1,000 clients from her
prior employer. Defendant was expected to generate her own business, and plaintiff would not
provide her with leads.
¶8 At the time of her hire, defendant signed an agreement setting out the terms of her
employment. Defendant was responsible for the cost of a sales assistant working underneath her,
and plaintiff agreed to reimburse defendant $3,333.33 per month to offset that cost. Between
March 2014 and May 2019, defendant closed over $25 million in loans and earned between
$300,000 and $400,000 each year.
¶9 In May 2019, plaintiff promoted defendant to the position of branch manager for a new
office in Mokena, Illinois. Defendant began the new role on May 7, 2019, with new assistants,
Lauren Mitchell and Daniel Rodriguez, supporting her. Defendant continued to work under the
2014 employment agreement and she continued to pay a portion of her commissions toward the
cost of one of her assistants.
¶ 10 In October 2019, defendant presented plaintiff with a new employment agreement (2019
Agreement). The 2019 Agreement required her to continue to pay for Rodriguez out of her own
commissions and defendant would credit her $3,333.33 each month. The 2019 Agreement did not
reference Mitchell, but plaintiff continued to deduct Mitchell’s pay from defendant’s commissions
and credit defendant $3,333.33 each month to offset that cost. The 2019 Agreement contained a
confidentiality provision which prohibited defendant from using plaintiff’s confidential
information for personal benefit or divulging that information for the benefit of any competitor,
customer, or other person. The definition of “confidential information” was broad and covered a
number of topics which we need not recite exhaustively. However, for example, the agreement
-3- No. 1-24-1574
prohibited divulging information about plaintiff’s sales, operations, financial projections, profit
margins, client identities, client relationship histories, and client records.
¶ 11 However, plaintiff’s data policies also permitted a departing loan officer to request a copy
of data pertaining to customers or potential customers that he or she provided to plaintiff at the
time of hiring. Obtaining a copy of such information required the departing employee to formally
request the information within 60 days following termination of employment. The 2019
Agreement also contained two provisions relevant to this appeal. The first was the mandatory
arbitration clause, which required the parties to arbitrate any and all claims that might arise with
several types of claims exempted. The second provision, regarding attorney fees and costs, stated:
“The Company may recover from you its attorney fees and costs relating to any action to enforce,
defend, and/or prosecute this Agreement.”
¶ 12 On November 18, 2019, defendant began an extended medical leave of absence. Before
beginning that leave, defendant had a meeting with Rodriguez, Mitchell, Jim Eboli, a sales
manager for plaintiff, and Roy Lux, a loan officer for plaintiff in the Mokena office. Lux would
handle new loan applications and defendant agreed to pay Lux a bonus for each loan he closed on
behalf of defendant.
¶ 13 During her leave, defendant entered into discussions with CrossCountry Mortgage (CCM),
a direct competitor of plaintiff. Around December 19, 2019, defendant told Mitchell and Rodriguez
that she was considering taking a position with CCM and asked them to join her. Throughout
December 2019 and January 2020, defendant continued to engage in discussions with Mitchell
and Rodriguez about working for CCM.
-4- No. 1-24-1574
¶ 14 Prior to resigning from plaintiff’s employ, defendant informed CCM about the details of
Mitchell’s and Rodriguez’s compensation. Additionally, prior to defendant resigning and at
defendant’s request, Rodriguez obtained a spreadsheet containing information about defendant’s
clients from plaintiff’s proprietary database. This contained names and contact information, as
well as loan amounts, credit scores, interest rates, and the type of loan given. Rodriguez sent an
email to his personal email account containing the spreadsheet, but titled the email “Receipts.”
Rodriguez then forwarded the email from his personal account to defendant’s personal email.
¶ 15 On January 29, 2020, defendant made a formal request to plaintiff for a copy of her
customer database, despite obtaining that information from Rodriguez already.
¶ 16 On February 4, 2020, Mitchell sent defendant an email with an attached spreadsheet
containing client names and contact information, which was titled “Birthday Wish List.”
Defendant officially became an employee of CCM on February 4, 2020. The following day,
Mitchell sent defendant a text that said, “I’m going to email your database to you on your personal
email Danielle [a CCM employee] too she’s gonna help clean it up.” Mitchell remained in
plaintiff’s employ.
¶ 17 In the evening on February 5, 2020, John Elias, plaintiff’s chief strategy and revenue
officer, called defendant from his home to discuss her departure. Without his consent, defendant
recorded the phone call. Rodriguez also tendered his resignation on February 5, 2020, and
informed plaintiff that he was going to work for defendant at CCM.
¶ 18 Shortly after beginning work at CCM, defendant provided CCM with a version of the client
information Rodriguez provided to her in the “Receipts” email so CCM could market refinancing
opportunities to plaintiff’s customers.
-5- No. 1-24-1574
¶ 19 On February 12, 2020, Anwar Shatat, associate general counsel for plaintiff, emailed
defendant to inform her that plaintiff was aware of defendant’s efforts to procure confidential
information about plaintiff’s clients prior to her departure. Shatat accused defendant of using her
formal request for client information to conceal the fact that she had already obtained the
information improperly. Shatat insisted that defendant provide a full accounting of the information
defendant took and to immediately cease using that information as part of her employment with
CCM.
¶ 20 Between February 2020 and April 2020, plaintiff continued to use defendant’s likeness and
contact information on information distributed to its customers and continued to use defendant’s
name and contact information on its online payment portal for customers. Mitchell, who remained
in plaintiff’s employ, continued to use a voicemail greeting that represented she was defendant’s
assistant until April 8, 2020, when defendant’s lawyer demanded that the voicemail be changed.
¶ 21 On April 7, 2020, plaintiff filed a complaint in the Circuit Court of Cook County which
alleged two counts against defendant: (1) breach of contract and (2) breach of fiduciary duty under
case number 2020 L 004010. Plaintiff later filed a demand for arbitration with the American
Arbitration Association (AAA).
¶ 22 In its demand, plaintiff alleged a number of different claims: (1) breach of contract; (2)
breach of fiduciary duty; (3) civil conspiracy; (4) misappropriation of confidential data; (5) aiding
and abetting breach of fiduciary duty; (6) tortious interference with contract; (7) fraud; (8)
conversion; (9) violation of the Federal Wiretapping Act; and (10) violation of the Illinois
Eavesdropping Act. Plaintiff ultimately proceeded only on its breach of contract, breach of
fiduciary duty, conversion, wiretapping, and eavesdropping claims. Defendant filed counterclaims
-6- No. 1-24-1574
for violations of the: (1) Lanham Act; (2) Illinois Right to Publicity Act; (3) Illinois Consumer
Fraud and Deceptive Practices Act; and (4) Illinois Wage Payment and Collection Act. 2
¶ 23 A three-day hearing commenced on October 24, 2022, the testimony from which we have
summarized above. In its May 2, 2023, interim award, the arbitrator rejected plaintiff’s breach of
contract, conversion, and wiretapping claims. However, the arbitrator found that defendant
breached her fiduciary duty by providing CCM details about Rodriguez and Mitchell’s
compensation, and by taking information from plaintiff’s customer database to use at her new job
while she was still employed by plaintiff. It also found that defendant violated the Illinois
Eavesdropping Act when she recorded her phone call with Elias.
¶ 24 With respect to defendant’s claims, the arbitrator found that plaintiff violated the Lanham
Act, the Illinois Right to Publicity Act, and the Illinois Wage Payment and Collection Act.
¶ 25 On July 12, 2023, the arbitrator issued its final award. It awarded plaintiff $332,760.97 for
defendant’s breach of her fiduciary duty. It also awarded defendant $19,000 for plaintiff’s violation
of the Illinois Right to Publicity Act claim and $54,642.43 for plaintiff’s violation of the Illinois
Wage Payment and Collection Act claim.
¶ 26 The arbitrator awarded plaintiff $238,494.09 in attorney fees and $24,375.65 in costs for a
total award of fees and costs of $262,869.74. Conversely, the arbitrator awarded defendant $58,080
in attorney fees and $7,500 in costs for a total award of fees and costs of $65,580.
2 Plaintiff also complained that defendant breached her fiduciary duty by soliciting Mitchell and Rodriguez to work for CCM. Because solicitation claims were exempted from the 2019 Agreement’s mandatory arbitration provision, this claim was tried separately by the trial court and has no bearing on our review of the arbitrator’s award.
-7- No. 1-24-1574
¶ 27 On October 10, 2023, defendant 3 filed a petition in the Circuit Court of Cook County, under
case number 2023 L 010265, seeking to vacate and/or modify the arbitrator’s award. In her
petition, defendant asserted that the arbitrator exceeded his authority and committed error by
awarding attorney fees to plaintiff for its breach of fiduciary duty and Illinois Eavesdropping Act
claims. She also claimed that the arbitrator erred in assessing compensatory damages for
defendant’s breach of fiduciary duty when plaintiff supplied no proof that defendant’s breach
resulted in actual damages. Defendant finally alleged that the arbitrator erred by deciding claims
not covered by the 2019 Agreement’s arbitration provision.
¶ 28 On June 28, 2024, the trial court held a hearing at which it determined that the arbitrator’s
interpretation of the 2019 Agreement was improper and that the arbitrator made a gross error of
law by awarding plaintiff attorney fees and costs.
¶ 29 On July 8, 2024, the trial court entered an order granting defendant’s petition to vacate the
portion of the arbitrator’s award that awarded attorney fees and costs to plaintiff in connection
with plaintiff’s breach of fiduciary duty and Illinois Eavesdropping Act claims. The trial court
confirmed the remainder of the arbitrator’s awards. Both parties appealed.
¶ 30 II. ANALYSIS
¶ 31 This case exemplifies the significant deference given to arbitrators and their decisions, and
why parties who bargain for arbitration are bargaining for finality rather than one more link in the
chain of expensive litigation.
3 In the original action, GRI was the plaintiff and Mott was the defendant. While Mott was the plaintiff/petitioner in this subsequent action and GRI was the defendant/respondent, we will continue to refer to GRI as the plaintiff and Mott as the defendant for the sake of consistency and clarity.
-8- No. 1-24-1574
¶ 32 Judicial review of an arbitration award is more limited than the review of a trial court’s
decision. Galasso v. KNS Companies, Inc., 364 Ill. App. 3d 124, 130 (2006). Because the parties
have agreed to have their dispute settled by an arbitrator, it is the arbitrator’s view that the parties
have agreed to accept, and the court should not overrule an award simply because its interpretation
differs from that of the arbitrator. Id. There is a presumption that the arbitrator did not exceed his
authority, and a court must construe an award, if possible, so as to uphold its validity. Id. A court
has no power to determine the merits of the award simply because it strongly disagrees with the
arbitrator’s contract interpretation. Id. Furthermore, a court cannot overturn an award on the
ground that it is illogical or inconsistent. Id. In fact, an arbitrator’s award will not even be set aside
because of errors in judgment or a mistake of fact or law. Id.
¶ 33 This “limited judicial review fosters the long-accepted and encouraged principle that an
arbitration award should be the end, not the beginning of litigation.” First Health Group Corp. v.
Ruddick, 393 Ill. App. 3d 40, 48 (2009) (quoting Perkins Restaurants Operating Co. v. Van Den
Bergh Foods, Co., 276 Ill. App. 3d 305, 309 (1995)). “When parties agree to submit a dispute to
arbitration for a binding and nonappealable decision, they bargain for finality.” Ruddick, 393 Ill.
App. 3d at 48 (quoting Yorulmazoglu v. Lake Forest Hospital, 359 Ill. App. 3d 554, 564 (2005)).
The purpose of arbitration is to provide a quick and economical alternative to litigation, not to add
yet another round of litigation before entering the circuit and appellate courts. Ruddick, 393 Ill.
App. 3d at 48.
¶ 34 Thus, the Uniform Arbitration Act sets out the very limited circumstances under which we
may modify or vacate an arbitration award. 710 ILCS 5/1 et seq. (West 2020). Under section 12(a)
of the Act, we may vacate an award where: (1) the award was procured by corruption, fraud, or
-9- No. 1-24-1574
other undue means; (2) the arbitrator was not impartial; (3) the arbitrator exceeded his powers; (4)
the arbitrator unreasonably refused to postpone the hearing or hear material evidence; or (5) there
was no arbitration agreement. 710 ILCS 5/12(a) (West 2020).
¶ 35 However, while a court cannot vacate an award due to errors in judgment or mistakes of
fact or law, a court may vacate an arbitration award where a gross error of law or fact appears on
the award’s face, or where the award fails to dispose of all matters properly submitted to the
arbitrator. Galasso, 364 Ill. App. 3d at 131.
¶ 36 Ultimately, “the question for the court is whether the construction of the contract made by
the arbitrator is a reasonably possible one that can seriously be made in the context in which the
contract was made. Stated affirmatively, if all fair and reasonable minds would agree that the
construction of the contract made by the arbitrator was not possible under a fair interpretation of
the contract, then the court would be bound to vacate or refuse to confirm the award.” Rauh v.
Rockford Products Corp., 143 Ill. 2d 377, 391-92 (1991). To vacate an award based on a gross
error of law, a reviewing court must be able to conclude that the arbitrator was so mistaken that, if
apprised of the mistake, he would have ruled differently. Herricane Graphics, Inc. v. Blinderman
Const. Co., Inc., 254 Ill. App. 3d 151, 156 (2004). The challenger bears the burden to prove by
clear and convincing evidence that an award was improper. Id.
¶ 37 With that framework in mind, plaintiff argues that the trial court erred in vacating the award
of attorney fees because the arbitrator did not exceed his authority and because the trial court failed
to apply the appropriate standard to the arbitrator’s award. He further argues that the arbitrator
would have reached the same result if apprised of the gross errors of law that defendant alleged
below.
- 10 - No. 1-24-1574
¶ 38 Defendant in turn responds that the trial court properly vacated the arbitrator’s award
because the arbitrator exceeded his authority and because the arbitrator’s award was a gross error
of law. As cross-appellant, defendant also argues that the trial court erred by not vacating the
arbitrator’s award of compensatory damages because the arbitrator exceeded his authority and
because plaintiff failed to provide proof that defendant’s breach of fiduciary duty caused a
monetary loss.
¶ 39 We review the trial court’s decision regarding the arbitrator’s award de novo. Anderson v.
Golf Mill Ford, Inc., 383 Ill. App. 3d 474, 478 (2008); Hawrelak v. Marine Bank, Springfield, 316
Ill. App. 3d 175, 179 (2000). Of course, to say we perform our own de novo review is somewhat
confusing. While we may not owe the trial court any deference and perform the same review that
the trial court performed, that analysis still requires a high amount of deference to the arbitrator’s
decision as we have summarized above.
¶ 40 A. The Arbitrator’s Award of Attorney Fees to Plaintiff
¶ 41 We begin by examining the arbitrator’s decision to award plaintiff attorney fees and costs,
and the trial court’s decision to vacate that award.
¶ 42 Section 10 of the Act states that, “Unless otherwise provided in the agreement to arbitrate,
the arbitrator’s expenses and fees, together with other expenses, not including attorney fees,
incurred in the conduct of the arbitration, shall be paid as provided in the award.” 710 ILCS 5/10
(West 2020). Thus, whether the arbitrator could award attorney fees as it did was a question of
whether the 2019 Agreement empowered him to do so.
¶ 43 Section VII of the 2019 Agreement between plaintiff and defendant was a section entitled,
“Mandatory Arbitration and Waiver of Right to Sue and Right to File Any Class or Collective
- 11 - No. 1-24-1574
Action.” Subsection (a) provided that, “Any and all claims (legal or equitable), demands, disputes,
or controversies between you and the Company must be resolved by arbitration in accordance with
the rules of the American Arbitration Association then in existence.” Subsection (c) stated that the
mandatory arbitration provision did not apply to claims for workers’ compensation or
unemployment benefits, claims for injunctive or equitable relief, including claims related to the
unauthorized disclosure of confidential information; and any action brought related to or arising
out of any non-solicitation violations.
¶ 44 Section IX of the 2019 Agreement, titled “Attorneys’ Fees and Costs; Injunctive Relief,”
stated in relevant part, “The Company may recover from you its attorneys’ fees and costs relating
to any action to enforce, defend, and/or prosecute this Agreement.”
¶ 45 In its final award, the arbitrator offered this reasoning to explain how it construed the 2019
Agreement:
“Mott next argues that GRI’s fees and costs incurred in connection with its breach of
fiduciary duty and Illinois Eavesdropping Act claims were not covered by Section IX
because they were not incurred in an ‘action to enforce, defend and/or prosecute this
Agreement.’ According to Mott, GRI’s breach of fiduciary duty and Illinois Eavesdropping
Act claims were separate and independent causes of action that did not depend on
enforcing, defending or prosecuting the 2019 Agreement. Mott reads the 2019 Agreement
too narrowly. The arbitration provision contained in Section VII of the 2019 Agreement
states, in part, that ‘any and all claims *** demands, disputes or controversies between
Mott and GRI must be resolved by arbitration.’ Thus, any claim that fell within the 2019
Agreement’s broad arbitration provision, including GRI’s fiduciary duty and Illinois
- 12 - No. 1-24-1574
Eavesdropping Act claims, were subject to the attorneys’ fees and costs provision
contained in Section IX.”
¶ 46 At the hearing on June 24, 2024, the trial court said this about the arbitrator’s reasoning:
“The fee shifting provision and the arbitration clause are not coextensive. That is apparent
on the face of the agreement. The arbitrator offered no legal justification for ignoring the
difference. He did not identify any ambiguity in the language of either provision. He did
not identify any legal principle that would justify enlarging the scope of the fee shifting
provision beyond the plain meaning of the language used.”
¶ 47 The trial court further reasoned that, “Had the parties wished to extend the fee shifting
provisions to any and all actions between them or to any and all actions subject to arbitration, they
could have done so,” and that “Under the arbitrator’s interpretation, every claim brought by GR is
subject to the fee shifting clause as long as GR tacks on an unsuccessful claim for breach of the
agreement.” The trial court also explained, “The phrase ‘relating to’ means what it says. The fees
must be related to an action to enforce, defend or prosecute. It does not mean that the fees must be
related to an action which is related to an action to enforce, defend or prosecute.”
¶ 48 There is merit to the trial court’s interpretation of the contract. Indeed, Section VII and
Section IX of the 2019 Agreement do not appear to be coextensive. But there is also logic to the
arbitrator’s interpretation, as well. He reasoned that the 2019 Agreement mandated arbitration for
any and all claims, with a subset of exemptions, and therefore the claims which did fall within the
mandatory arbitration provision were also actions to enforce, defend, or prosecute the 2019
Agreement. The net effect of the arbitrator’s interpretation is not, as the trial court concluded, that
“every claim brought by [plaintiff] is subject to the fee shifting provision as long as [plaintiff]
- 13 - No. 1-24-1574
tacks on an unsuccessful claim for breach of the agreement.” That conclusion is not supported by
the arbitrator’s award.
¶ 49 Instead, the result of the arbitrator’s interpretation is that plaintiff could recover fees for
claims which fell within the mandatory arbitration provision, and could not recover fees for those
claims that fell outside that provision. The arbitrator’s interpretation also heads off the question of
why plaintiff would draft a contract that requires arbitration of almost all claims, while
simultaneously precluding the recovery of attorney fees from many of those claims. Defendant
relies on multiple cases to demonstrate that the arbitrator’s interpretation exceeded his authority
here. However, those cases are distinguishable.
¶ 50 In Lee B. Stern & Co. v. Zimmerman, this court held that an arbitrator exceeded its authority
in awarding attorney fees. Lee B. Stern & Co. v. Zimmerman, 277 Ill. App. 3d 423, 428 (1995).
There, the arbitrator awarded fees and the defendant argued that the arbitrator was empowered to
do so based on the arbitration agreement and the rules and regulations for the Chicago Board of
Trade. Id. at 426-27. The arbitration agreement mandated that any controversy arising out of
business between Board of Trade members should be submitted to arbitration. Id. Further, the rule
in question stated: “A schedule of arbitration fees shall be established from time to time by the
Arbitration Committee, with the approval of the Board. The Arbitrators, in the award, shall fix
expenses and assess fees, in accordance with the Committee’s schedule, in whatever manner they
deem appropriate.” Id. at 427. The defendants argued that the “in whatever manner they deem
appropriate” language authorized the award of attorney fees. Id. We reasoned that the language of
the rule was contingent on the Committee’s fee schedule, and a review of that schedule contained
no language authorizing arbitrators to award attorney fees. Id. at 427-28. Thus, the arbitrator
- 14 - No. 1-24-1574
exceeded its authority by awarding attorney fees when there was no language authorizing attorney
fees. Id. at 428.
¶ 51 Likewise, in Hahn v. A.G. Becker Paribas, Inc., we affirmed the trial court’s vacatur of an
award of attorney fees (and unrelatedly, the entire award), because the arbitration agreement
contained no authority for an award of attorney fees. Hahn v. A.G. Becker Paribas, Inc., 164 Ill.
App. 3d 660, 668, 671 (1987).
¶ 52 These cases are distinguishable from the present facts because in Stern and Hahn there was
no language that authorized attorney fees. Here there is undeniably language in the 2019
Agreement that authorizes the award of attorney fees. The issue is the scope of that authorization.
Defendant’s argument entirely ignores this difference. This case is simply not the same as one
where an arbitrator awarded attorney fees when there was no language anywhere that authorized
an arbitrator to award attorney fees.
¶ 53 Our precedent instructs us that we cannot vacate an arbitrator’s award even where it is
illogical or inconsistent. Galasso, 364 Ill. App. 3d at 130. Here, while the arbitrator’s interpretation
may not be the most reasonable or most logical one, we cannot say that it is completely illogical,
let alone an interpretation so beyond the bounds of reason that “all fair and reasonable minds would
agree that the construction of the contract made by the arbitrator was not possible under a fair
interpretation of the contract.” Rauh, 143 Ill. 2d at 391-92. Our determination of what might be
the most reasonable or most accurate interpretation is, for the purposes of this appeal, irrelevant.
The parties bargained for the judgment of an arbitrator, and the fact that the trial court arrived at a
different or more logically consistent interpretation of the 2019 Agreement does not warrant
vacating the arbitrator’s award.
- 15 - No. 1-24-1574
¶ 54 Nor can we say that the arbitrator committed a gross error of law with its interpretation of
the 2019 Agreement. Defendant urges us to find this case similar to Shearson Lehman Bros., Inc.
v. Hedrich, where the agreement in question set out unambiguous terms regarding compensation,
and the arbitrators “impermissibly ignored the unambiguous contract language and implemented
their own notion of what would be reasonable and fair. Shearson Lehman Bros., Inc. v. Hedrich,
266 Ill. App. 3d 24, 26-27, 29 (1994).
¶ 55 Defendant also argues that this case is similar to First Merit Realty Services, Inc. v. Amberly
Square Apartments, L.P., where the agreement gave the parties the right to terminate the agreement
at the end of any calendar month with 30 days’ written notice. First Merit Realty Services, Inc. v.
Amberly Square Apartments, L.P., 373 Ill. App. 3d 457, 462 (2007). There, the defendants sent the
plaintiffs written notice on March 21, 2003, that they intended to terminate the agreement effective
April 30, 2003. Id. Despite the timely notice, the arbitrator ruled in favor of the plaintiffs and
awarded damages. Id. We vacated the arbitrator’s award because the arbitrator ignored the clear
language of the agreement. Id. at 464.
¶ 56 Shearson and First Merit are distinguishable from the case before us, which does not
involve unambiguous contract language. Section IX of the 2019 Agreement does not name or
specify what claims or types of claims fall within the fee shifting provision. That section only
states that it applies to “any action to enforce, defend, and/or prosecute this Agreement.” Nowhere
in the 2019 Agreement does it define or explain what “any action to enforce, defend, and/or
prosecute this Agreement” means. Thus, it was left up to the arbitrator to interpret Section IX and
how and whether it interacts with Section VII. This is not an instance where the arbitrator simply
ignored unambiguous contractual terms.
- 16 - No. 1-24-1574
¶ 57 As the arbitrator pointed out in its award, defendant argued for a narrower construction of
the 2019 Agreement in the post-hearing brief submitted to the arbitrator. The arbitrator rejected
that interpretation. To vacate an award based on a gross error of law, a reviewing court must be
able to conclude that the arbitrator was so mistaken that, if apprised of the mistake, he would have
ruled differently. Herricane, 254 Ill. App. 3d at 156. Here, the arbitrator had the opportunity to
contemplate defendant’s alternative proposed construction of the 2019 Agreement and rejected it.
Whether we agree with the arbitrator’s interpretation, or whether there is a better, more reasonable
interpretation, is immaterial to our review. We lack the authority to determine the merits of an
award even if we disagree with the arbitrator’s interpretation of the contract at issue. First Merit,
373 Ill. App. 3d at 462. If we are not empowered to vacate arbitrators’ awards even when they are
illogical or inconsistent, the “all fair and reasonable minds” standard must require a greater lapse
in judgment. In our estimation, the arbitrator’s award in this case did not meet the high threshold
necessary to vacate it.
¶ 58 Accordingly, we hold that the trial court erred in vacating the attorney fees and costs
awarded by the arbitrator and reverse that portion of the trial court’s judgment.
¶ 59 B. Compensatory Damages for Breach of Fiduciary Duty
¶ 60 The trial court confirmed the arbitrator’s award of compensatory damages for defendant’s
breach of fiduciary duty, and defendant, as cross-appellant, now argues that the trial court erred in
doing so. Specifically, defendant argues that the arbitrator decided an issue exempted from the
2019 Agreement’s mandatory arbitration clause and that the arbitrator made a gross error of law
because plaintiff failed to prove that defendant’s breach of fiduciary duty caused damages.
- 17 - No. 1-24-1574
¶ 61 1. Whether the Arbitrator Decided an Issue Exempt from Arbitration
¶ 62 Defendant claims that the arbitrator improperly determined that she breached her fiduciary
duty in part because she solicited Mitchell and Rodriguez to join her at CCM even though plaintiff
made no such claim and the 2019 Agreement specifically exempted solicitation claims from the
mandatory arbitration provision. Therefore, she claims that the trial court erred when it confirmed
¶ 63 A careful review of the arbitrator’s award reveals that the damages for defendant’s breach
of fiduciary duty were based on defendant’s disclosure of confidential compensation information
for Mitchell and Rodriguez, which allowed CCM to make them competitive offers, as opposed to
defendant’s actual solicitation, and for defendant’s disclosure of confidential client information.
Although the interim award stated, “By actively recruiting her assistants to join CCM and
providing CCM with Mitchell and Rodriguez’s compensation while she still worked for GRI, Mott
clearly breached her fiduciary duty,” it is virtually impossible to discuss defendant’s other actions
that constituted her breach without referencing her attempts to convince Mitchell and Rodriguez
to join her at CCM.
¶ 64 The award’s damage calculation was almost entirely based on plaintiff’s lost profits in the
form of loan customers, $282,662.27, and defendant’s compensation paid during the time period
in which she was breaching her fiduciary duty, $46,578.70. The arbitrator declined to award any
damages for the cost plaintiff incurred to hire Rodriguez’s replacement, and only awarded $3,520
for the increased wages Mitchell earned during defendant’s breach. The only conceivable claim
that could be considered part of a solicitation claim was the issue of the cost to hire Rodriguez’s
- 18 - No. 1-24-1574
replacement. Given that the arbitrator awarded no damages on that front, if the arbitrator was
considering that issue as one of solicitation, it was entirely harmless.
¶ 65 Our review indicates that the arbitrator did not specifically decide a claim that defendant
breached her fiduciary duty by soliciting plaintiff’s employees—a claim that plaintiff did not raise
before the arbitrator. In fact, at the hearing before the trial court, the trial court sought clarification
on that point. It stated to the parties:
“[A]s I understand it, there are two separate breach of fiduciary duty claims. There’s a
breach of fiduciary duty claim based on the use of or disclosure of confidential information.
There’s a separate breach of fiduciary duty claim based on the solicitation of employees
while Mott remained employed by the company. As I understand it, the first of those claims
by agreement was tried to the arbitrator. The second of those claims by agreement was tried
to me.”
¶ 66 Counsel for both parties agreed that that was an accurate statement of the case. The record
does not reflect that the arbitrator decided any solicitation claims, nor did the arbitrator award
damages for a solicitation claim. We agree with the trial court’s explanation that it was impossible
for the arbitrator to discuss defendant’s breach related to the disclosure of confidential information
without discussing defendant’s solicitation of plaintiff’s employees—those operative facts were
inseparable. On that basis, the trial court did not err in confirming the arbitrator’s award.
¶ 67 2. Proof of Causation for Lost Profits
¶ 68 Next, we address defendant’s claim that the arbitrator made a gross error of law when it
awarded compensatory damages for lost profits as a result of defendant’s breach without any proof
- 19 - No. 1-24-1574
that defendant’s breach actually caused the damages. Following the hearing, the arbitrator awarded
plaintiff $282,662.27 in lost profits as a result of defendant’s breach.
¶ 69 During the arbitration hearing, John Elias testified that plaintiff was making 420 basis
points, or 4.2%, in revenue from every loan it made to a customer. Elias identified the number of
loans closed by defendant while in CCM’s employ in 2020 and 2021 where the customers were
individuals on the “Receipts” list that defendant had emailed to her by Rodriguez. Elias testified
that the total amount of lost revenue for those loans, using the 420 basis points standard, was
$826,967.44. These damages came from numerous loans totaling over $19 million. Elias also
testified that, at the time of the breach, interest rates were low and the overwhelming majority of
homeowners in the United States were eligible for refinancing. Thus, he explained that a list
containing plaintiff’s customers, FICO scores, and loan amounts would have been extremely
valuable and enabled CCM to make plaintiff’s customers more competitive loan offers.
¶ 70 Defendant argues that Elias testified at the arbitration hearing that he did not know if any
of plaintiff’s confidential data was used by CCM to market loans or refinancing opportunities to
plaintiff’s customers. He also admitted plaintiff would have no damages for lost profits if
defendant did not use any confidential information to close loans with any of plaintiff’s customers.
Accordingly, defendant claims that the arbitrator lacked any evidence to show that defendant’s
conduct was responsible for lost profits.
¶ 71 Defendant’s argument ignores her own testimony, however, which the arbitrator relied
upon heavily in its award. At the hearing, defendant admitted that she gave someone named Rob
Sampson at CCM a version of the list of plaintiff’s customers that Rodriguez provided to plaintiff.
When defendant was asked as a follow-up, “And then [CCM] could market to those borrowers you
- 20 - No. 1-24-1574
had filtered from the receipts spreadsheet to refinance their loans, correct?” she replied, “Yeah. I’ll
— I’ll agree to this.”
¶ 72 In other words, the hearing testimony established that: (1) defendant took confidential data
from plaintiff which included the identities of loan customers, their credit scores, and the
associated interest rate; (2) defendant gave that information to her new employer, CCM, for the
purpose of allowing CCM to solicit loans to these customers; and (3) between 2020 and 2021,
CCM closed approximately $19 million in loans to customers on that list. As circumstantial
evidence that plaintiff’s confidential data gave CCM an advantage in marketing loans to plaintiff’s
customers, we also cannot ignore the effectiveness of CCM’s campaign after hiring defendant.
Between March 2014 and May 2019, defendant closed $25 million in loans; on average slightly
less than $5 million per year. In a mere fifteen months, with access to plaintiff’s confidential
information, CCM closed loans with plaintiff’s customers totaling more than $19 million.
¶ 73 Far short of simply being speculative as defendant claims, the hearing evidence provided
clear circumstantial evidence that allowed the arbitrator to conclude that CCM and defendant used
plaintiff’s confidential information to close the aforementioned loans. With that factual basis, the
trial court did not err in confirming the arbitrator’s award because the arbitrator did not commit a
gross error of law. We lack the authority to vacate even awards that are illogical or inconsistent.
The arbitrator’s conclusion here does not rise to the level of being illogical or inconsistent. Nor
can we say that the arbitrator was so mistaken that, if apprised of the mistake, he would have ruled
differently. Herricane, 254 Ill. App. 3d at 156. To the contrary, the conclusion that defendant’s act
of giving plaintiff’s customer data to CCM with the express purpose of being able to market loans
to those customers resulted in plaintiff’s lost profits is perfectly rational.
- 21 - No. 1-24-1574
¶ 74 Finally, defendant also makes the puzzling argument that the arbitrator’s decision to limit
plaintiff’s damages to the four-month period after defendant joined CCM was a gross error of law
warranting vacatur of the arbitrator’s compensatory damages award. The arbitrator limited his
damages calculation to only those loans closed in the first four months after defendant joined CCM
because after four months, the arbitrator reasoned, it would be likely that defendant’s former
customers would have followed her to CCM regardless of whether defendant breached her
fiduciary duty.
¶ 75 As plaintiff points out, this limitation was to defendant’s benefit, resulting in a damages
award of $282,662.27 of lost profits rather than a calculation of lost profits for every loan that
CCM made to plaintiff’s customers between February 2020 and May 2021, which plaintiff claimed
amounted to $826,967.44. In doing so, the arbitrator reduced plaintiff’s potential damages by
approximately two-thirds.
¶ 76 Defendant takes issue with this four-month limitation on the basis that the arbitrator cited
no evidence to support it. No evidence specifically supported the four-month limitation as opposed
to three months, five months, or any other amount of time. The arbitrator simply reasoned that
plaintiff’s damage calculation “[did] not factor in the fact that Mott had a large and loyal client
base and many of those customers would have sought her out at her new employer once they
learned she was no longer with GRI.”
¶ 77 Perhaps there is some illogic to the arbitrator’s decision to use the four-month threshold as
opposed to any other threshold. But the conclusion that defendant’s client base would have
eventually learned of her departure and some clients would have followed her even without
defendant’s breach is a reasonable and realistic one.
- 22 - No. 1-24-1574
¶ 78 The arbitrator was the one that heard the testimony related to defendant’s pre-existing client
base and evaluated its credibility. He clearly determined that defendant did, in fact, have a loyal
client base and made the judgment to only consider damages within the first four months of
defendant’s departure. This four-month time frame worked in defendant’s favor by significantly
curtailing her exposure in terms of damages. As the trial court explained, the arbitrator was not
required to abandon his common sense and is permitted to draw reasonable inferences and draw
on experience from everyday life. The arbitrator made the commonsense judgment that some of
defendant’s customers would have followed her eventually, but recognized the difficulty, and
perhaps impossibility, of determining how long that would take. As a result, the arbitrator selected
an amount of time that heavily favored defendant by eliminating the majority of plaintiff’s claimed
damages.
¶ 79 In essence, after concluding that defendant did, in fact, misappropriate confidential
information and breach her fiduciary duty—a finding defendant has not contested—the arbitrator
gave defendant the benefit of the doubt as to the time period being considered to calculate damages.
Even if we determined that the arbitrator’s reasoning was illogical, it does not rise to the level that
no fair and reasonable minds could agree with the arbitrator’s award. Canteen Corp. v. Former
Foods, Inc., 238 Ill. App. 3d 167, 186 (1992). Nor is this an instance where the arbitrator was so
mistaken that he would have ruled differently if apprised of the mistake.
¶ 80 Accordingly, the trial court did not err in declining to vacate the arbitrator’s compensatory
- 23 - No. 1-24-1574
¶ 81 C. Motion to Supplement the Record
¶ 82 Lastly, we dispose of a pending motion to supplement the record on appeal. On April 14,
2025, defendant moved this court to supplement the record on appeal with the November 7, 2024,
order from the trial court which decided plaintiff’s breach of fiduciary duty claim based on the
solicitation of plaintiff’s employees. Appended to defendant’s motion was a copy of the November
7, 2024, order. This court entered an order on April 16, 2025, stating that defendant’s motion
would be taken with the case.
¶ 83 We deny defendant’s motion. The trial court’s order in question did not decide a claim that
was presented to the arbitrator, and does nothing to further the consideration of the issues before
this court. While defendant insists in his motion that this order is “integral to the appeal,” we fail
to see how and she offers no explanation beyond conclusory statements. More importantly,
Supreme Court Rule 329 makes it clear that the proper procedure for supplementing the record on
appeal is by having the clerk of the circuit court “prepare a certified supplement to the record
which shall be filed in the reviewing court upon order issued pursuant to motion.” Ill. S. Ct. R. 329
(eff. July 1, 2017). No proposed supplement was ever provided to us by the clerk of the circuit
court. Simply attaching a document, the origin of which has not been certified by the clerk of the
circuit court, is not the prescribed procedure for supplementing the record. Defendant’s repeated
references to this order in her brief have not factored into our disposition of this appeal.
¶ 84 III. CONCLUSION
¶ 85 For the foregoing reasons, we reverse the portion of the judgment of the trial court that
vacated the arbitrator’s award of attorney fees and costs, and affirm the portion of the trial court’s
- 24 - No. 1-24-1574
judgment that confirmed the arbitrator’s award of compensatory damages for defendant’s breach
of fiduciary duty.
¶ 86 Reversed in part; affirmed in part. Defendant’s motion to supplement the record taken with
the case is denied.
- 25 -