Musa v. Saeed

2022 IL App (1st) 220209-U

• Court: Appellate Court of Illinois
• Decided: November 22, 2022
• Docket: 1-22-0209
• Status: Unpublished

Opinion

2022 IL App (1st) 220209-U

SECOND DIVISION November 22, 2022

No. 1-22-0209

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 JUDICIAL DISTRICT ______________________________________________________________________________

ALI ALI MUSA, MONIR AHMED and ) Appeal from the SALAAM PROPERTIES, LLC, a limited liability ) Circuit Court of company, ) Cook County. ) Plaintiffs/Counter-Defendants-Appellees, ) ) v. ) No. 17 CH 12357 ) HAIL SAEED, individually and on behalf of ) SALAAM PROPERTIES, LLC, a limited liability ) company, ) Honorable ) Michael T. Mullen, Defendants/Counter-Plaintiffs-Appellants. ) Judge Presiding. ______________________________________________________________________________

JUSTICE HOWSE delivered the judgment of the court. Presiding Justice Fitzgerald Smith and Justice Ellis concurred in the judgment.

ORDER

¶1 Held: We affirm the judgment of the circuit court of Cook County awarding damages for the parties’ respective breaches of fiduciary duties based on the parties’ individual contributions to the limited liability corporation (LLC), damages in favor of plaintiffs and counter-plaintiffs individually, and declining to award damages on plaintiff’s derivative claim, punitive damages, or attorney fees.

¶2 This suit involves the parties’ creation of an LLC and the subsequent breakdown of their

ability to cooperate in its operation. Following a bench trial, the trial court found each party

violated their fiduciary duties owed to both the LLC and each other as members-managers of the

LLC. The court declined to grant relief on the derivative claim on behalf of the LLC but did 1-22-0209

award damages on claims by the members of the LLC individually. The court declined the

requests for punitive damages and attorney fees in light of the respective multiple breaches of

fiduciary duties by all of the parties. For the following reasons, we affirm.

¶3 BACKGROUND

¶4 On September 12, 2017, plaintiffs, Ali Ali Musa, Monir Ahmed, and Salaam Properties,

LLC, filed a complaint for injunctive relief, breach of fiduciary duty, and an accounting against

defendants, Hail Saeed and Sufwan Laundries, Inc. (hereinafter the “initial complaint”). The

initial complaint alleged, in pertinent part, as follows: Musa, Ahmed, and Saeed were members

of Salaam Properties, LLC, an Illinois limited liability company formed in May 2010. Salaam is

a member-managed LLC with an Operating Agreement. Musa, Ahmed, and Saeed as members

have equal voting rights, and unanimous consent is required for business decisions. In June 2010,

Salaam purchased property in Chicago “to operate *** in a manner profitable to all members”

using contributions of money from each member. The property is a “strip mall” divided into two

units. The initial complaint alleges Salaam operated a laundromat in “Unit 1” of the property and

leased “Unit 2” to third parties. The complaint also alleges the members formed Sufwan to be a

corporate entity and licensee operating on the premises with each member being an equal

shareholder in Sufwan. The members agreed to “take turns at agreed-upon times to operate the

laundromat” and that each member who was not onsite would receive a minimum payment from

the profits from the laundromat. That arrangement lasted until October 2012, when Saeed “began

and has continued to act alone” in operating the laundromat onsite.

¶5 The initial complaint alleges that during the time Saeed has acted alone to operate the

laundromat onsite, he has, inter alia, “refused to consult with [Musa and Ahmed] or share

information *** necessary for [them] to participate in the business,” has “unilaterally made -2- 1-22-0209

business decisions including leasing or attempting to lease the property,” and “indicated an

unwillingness and continued refusal to step away from the onsite operation of the premises” and

failed and refused to honor their agreement and the law. Count I of the initial complaint for

injunctive relief alleges Saeed had “continued to seek to and/or execute leases to third parties

without the authority and consent of” Musa and Ahmed and that injunctive relief was needed to

prevent further damage to Musa and Ahmed. The initial complaint states: “Because of the

impasse in management among [Musa, Ahmed, and Saeed,] and in order to avoid further

jeopardy to the rights and investments of all parties, *** [Musa and Ahmed] request that the

subject premises should either be managed and operated under court supervision until rights are

settled, or the property should be sold under court supervision.”

¶6 Count II of the initial complaint is for breach of fiduciary duty. Count II alleges Saeed

breached his fiduciary duties under Illinois law and the Illinois Limited Liability Act (LLC Act)

to Musa and Ahmed by, inter alia, “refusing [Musa and Ahmed] their rights to unanimous

participation and consent on business decisions and making decisions unilaterally and *** for his

own profit to the detriment of [Musa and Ahmed]” and “seeking to exclude them from

ownership and participation in Sufwan.” Count II sought damages and punitive damages from

Saeed. Count II of the initial complaint is for an accounting, and Count IV is titled as a

Shareholders’ Derivative Action. The derivative action in the initial complaint alleges Saeed was

an officer and/or director of Sufwan and while acting in those capacities Saeed committed certain

acts that “have been detrimental to the financial and other health of the corporation” including,

but not limited to, conducting Sufwan business in a manner disallowed by law, failing in his

duties to Musa and Ahmed, and otherwise acting in a manner detrimental to the corporation.

-3- 1-22-0209

¶7 On June 17, 2019, Musa, Ahmed, and Salaam filed a motion to dissolve Salaam and

liquidate its assets. The motion to dissolve argues that the fact Musa and Ahmed do not want

Saeed to operate the property due to the several allegations against Saeed illustrates “the fact that

the parties clearly cannot agree in any manner to continue operating the business.” The motion to

dissolve notes that under the LLC Act, the court may dissolve the business where “it is not

otherwise reasonably practicable to carry on the company’s business in conformity with the

articles of organization and the operating agreement.” The motion asserts that it was clear that

“the members cannot reasonably carry on the business when the members are in deadlock.”

¶8 On November 7, 2019, Saeed, individually and on behalf of Salaam, filed a one-count

counterclaim for breach of fiduciary duties (count I) (“counterclaim”). The counter claim alleges

Musa, Ahmed, and Saeed are the sole members of Salaam, that Salaam is member-managed, and

each member owns an equal one-third share of the LLC and are parties to the LLC’s operating

agreement. The Operating Agreement “requires the unanimous consent of the members on all

operating decisions, including leasing” the property that is the subject of this case. The

counterclaim alleges Musa and Ahmed breached their fiduciary duties to Saeed and Salaam by,

including but not limited to, refusing to lease the subject property and failing to pay their share of

the LLC’s financial obligations.

¶9 Specifically the counterclaim alleges that in February 2014 Saeed leased a portion of the

subject property, Unit 2, to MK Fast Food and Martha A. Barerra. Musa and Ahmed allegedly

encouraged the lessee “to breach its lease to drive down the value of the LLC as part of an effort

to acquire Saeed’s membership interest in the LLC for a reduced price.” The counterclaim

alleges that in response to Saeed signing a second lease with Sufwan, which operated the

laundromat on the largest portion of the subject property and in which Saeed owned an interest, -4- 1-22-0209

Musa and Ahmed sued to evict Sufwan “to drive down the value of the LLC as part of an effort

to acquire Saeed’s membership interest in the LLC for a reduced price.” The counterclaim also

alleges that in October 2016 Saeed leased Unit 2 of the subject property to Lancaster Drive, Inc.

and Muath Ibrahim Abu Ghose (“Lancaster”), after one year Musa advised Lancaster the lease

was invalid and advised Lancaster to stop paying rent, which it did, and in the face of Saeed’s

filing a suit against Lancaster for unpaid rent, Musa and Ahmed executed a document

terminating Lancaster’s lease “for essentially no consideration.” Saeed similarly alleged Musa

and Ahmed did this to drive down the value of the LLC and obtain Saeed’s interest. Finally, the

counterclaim alleges that by November 2017, Musa and Ahmed had caused all of the lessees of

the subject property to vacate the property, sealed the property leaving it inaccessible to Saeed,

and for over five years refused to pay the LLC’s financial obligations, which required Saeed “to

cover with his personal funds the LLC’s debt service and other ordinary operating expenses.”

Saeed alleged Musa and Ahmed’s conduct breached their fiduciary duties and that Saeed had

been damaged as a result. The counterclaim sought damages and punitive damages.

¶ 10 The case proceeded to a bench trial on Musa and Ahmed’s initial complaint and motion

to dissolve and liquidate Salaam and Saeed’s counterclaim. On September 1, 2021, the trial court

issued an extensive written opinion and order.

¶ 11 As it pertains to this appeal, the trial court made the following findings of fact: Although

Musa, Ahmed, and Saeed agreed to be equal partners with equal financial obligations when

Salaam purchased the subject property, Musa made a financial contribution to the purchase that

was greater than Ahmed’s, and Saeed’s contribution was greater than Ahmed’s. On June 3, 2020,

Musa caused Salaam to execute a promissory note to him to repay Musa in equal installments

-5- 1-22-0209

over the course of one year. The promissory note was for $75,000 but Musa’s excess financial

contribution had been only $50,000.

¶ 12 In July 2020 Musa asked Salaam to take out a loan so that he could be repaid

immediately. In October 2010, Salaam applied for and received a loan. The loan was secured by

a mortgage on the subject property. In connection with the loan Musa, Ahmed, and Saeed

executed a written agreement setting forth terms for repaying Musa, the status of the loan, and

the consequences for the members if the loan was not repaid (none of which are directly

germane to the issues in this appeal). Later in 2010 Ahmed wrote checks disbursing all of the

loan proceeds for Musa and Ahmed’s sole benefit. The trial court found that “there was no

disbursement directly to Saeed and the loan proceeds were never used to pay any of Saeed’s

creditors.” The trial court further found that Musa and Ahmed orchestrated the loan for their own

personal benefit and to Saeed’s detriment.

¶ 13 The trial court found that Saeed and Ahmed were shareholders in Sufwan, which

operated the laundromat and was the only tenant to ever occupy Unit 1 of the subject property.

The court’s next finding of fact is highly meaningful to our disposition, so we set it out in full:

“[I]n September 2011 Saeed returned from a two-month trip to Yemen.

*** Saeed complained about the poor condition of both Sufwan’s equipment, as

well as the overall condition of Unit 1 ***. At that time, Musa and Ahmed told

Saeed that Sufwan was far too labor intensive and that it was clearly unprofitable.

Musa and Ahmed *** made it clear to Saeed that they no longer wanted to be

involved with Sufwan. Musa and Ahmed then went further and informed Saeed

that in their opinion, that as the entire Salaam venture was and would be

unprofitable, that the Property should be sold. -6- 1-22-0209

Musa and Ahmed also stated that if Saeed did not agree to sell the

Property that Saeed would alone be responsible for the management of both

Sufwan, as well as Salaam. As Saeed made clear that he did not want to sell the

Property, he agreed to solely manage the Property ***. *** [T]he oral agreement

did change, at least initially, the requirement for the unanimous consent of each of

the three members on all operating decisions, including the leasing of the

Property. Separately, Ahmed orally agreed with Saeed to forfeit any ownership

rights that he had in Sufwan to Saeed.”

¶ 14 Also in September 2011 Musa wanted Sufwan to enter a five-year lease for Unit 1 at a

rate of $1,500 per month. The trial court specifically found this amount was not below market

rates and that the amount of rent was fair and reasonable. Musa’s bookkeeper drew up the

September 2011 Sufwan lease and Musa and Ahmed signed it. Saeed later signed an amendment

to Sufwan’s lease that shifted responsibility for Sufwan’s water bills and other expenses to

Salaam. The court found Saeed executed this amendment unilaterally and that Saeed had no right

to do so.

¶ 15 The trial court found that beginning in February 2011 Saeed leased Unit 2 on the subject

property to three different restaurants. The court found that all three tenants were “procured

through Saeed’s individual efforts as neither Musa nor Ahmed made any effort to lease the

Property.” The first tenancy ran from February 2011 until November 2011. Musa and Ahmed

had knowledge of and consented to this lease. The second tenancy lasted from February 17, 2014

until June 2016. The trial court found that neither Musa nor Ahmad had knowledge of the lease

and did not consent to it, they had “authorized Saeed to act on their behalf and on behalf of

Salaam and by doing so fully consented to Saeed to enter the lease.” The court found Musa and -7- 1-22-0209

Ahmed “forfeited any right to manage the Property by their verbal agreement with Saeed that he

would manage the Property.” During the tenancy, Musa had informed the tenant that their lease

was invalid, which caused the tenant to make partial rent payments before eventually moving to

a different location. The third tenancy was from October 2016 until October 2017. Again, neither

Musa nor Ahmed had knowledge of, consented to, or would have consented to this lease.

¶ 16 In October 2016, Musa informed the tenant its lease was invalid and instructed it to stop

paying rent, which it did a year later but the tenant did not vacate Unit 2 until April 2018. Saeed,

on behalf of Salaam, unilaterally and without Musa and Ahmed’s knowledge sued the third

tenant, Lancaster, but on April 4, 2018, Musa and Ahmed executed a release of the tenant

relative to its financial obligations and obligations under the lease. As a result of the release

Saeed’s suit was dismissed. The trial court found that by intentionally causing the second and

third tenants to break their leases and not seeking a replacement, Salaam was harmed. The trial

court found the motive for the conduct was Musa and Ahmed’s desire to sell the property and

their strategy was to “ ‘do away with any tenants’ ” and increase Saeed’s operating deficit so that

he would accede.

¶ 17 Sufwan paid rent to Salaam but Saeed did not deposit that rent into a Salaam account.

Instead, Saeed took the rent payments and used them to “pay Salaam’s bills that he [(Saeed)]

unilaterally decided should be paid by Salaam.” The trial court found that in doing so Saeed

failed to recognize or simply ignored his duty to Salaam to collect rent and deposit it in Salaam’s

account.

¶ 18 The trial court found that the parties’ oral agreement that Saeed would solely manage

Salaam was temporary and that by early 2016, Musa and Ahmed made clear efforts to revoke the

oral agreement. The court found that Saeed refused to acknowledge Musa and Ahmed’s right to -8- 1-22-0209

object to Saeed’s management of Salaam or his continued role in its management and that Musa

and Ahmed both wanted to sell the subject property while Saeed did not.

¶ 19 On September 27, 2016, Musa and Ahmed’s attorney informed Saeed that Salaam would

not renew Sufwan’s lease. Nonetheless, on October 1, 2016, Saeed renewed Sufwan’s lease for a

period of 15 years for the same rent as existed before. Saeed signed the lease on behalf of Salaam

but he had no authority to do so. Neither Musa nor Ahmed was aware of the October 2016 lease

and neither would have approved of it. Saeed also caused Salaam to pay Sufwan’s water bill. The

trial court found that by doing so Saeed “was confusing his obligations to Sufwan with those

duties that he owed to Salaam.” The court ruled that Saeed could not receive a contribution from

Musa and Ahmed for Saeed’s use of his personal funds on behalf of Salaam to pay Sufwan’s

water bills; rather, those bills were “Saeed’s personal obligation to be paid to Salaam.”

¶ 20 Musa and Ahmed also did not have authority to make any decisions regarding Unit 1 of

the subject property without Saeed’s consent, but they caused Salaam to file an eviction

complaint against Sufwan. Subsequently, in June 2017, Salaam obtained an eviction judgment

against Sufwan and Sufwan stopped paying rent. As a consequence, Salaam assumed

responsibility for the utilities for Unit 1 of the subject property. The trial court found Musa and

Ahmed’s conduct was detrimental to Salaam because Sufwan had been paying rent and no

replacement tenant was available or being sought. Unit 1 has remained vacant since 2017.

¶ 21 Although Salaam could have received $62,000 in rent from late 2010 until September

2012, which it did not, the trial court found Salaam could not have realized a profit from that rent

given its fair and reasonable expenses.

¶ 22 While the subject property was intentionally left vacant the property suffered vandalism,

theft, and damages from a general lack of maintenance. In November 2017 Musa and Ahmed -9- 1-22-0209

welded the property shut with metal sheeting. The trial court found that Musa and Ahmed’s

failure to secure and repair the property resulted in injury to Salaam but sealing the property with

metal sheeting was in the best interest of Salaam to keep the property safe from further

vandalism and theft.

¶ 23 In October 2018 Saeed hired his son to perform security and maintenance of the subject

property without Musa and Ahmed’s knowledge or consent. The trial court found Saeed did not

have authority to hire anyone without Musa and Ahmed’s consent after 2016. The trial court

found it was reasonable and necessary to hire someone to perform security and maintenance and

Saeed’s son’s fees were fair and reasonable, therefore Musa and Ahmed failed to establish any

damage relative to the hiring.

¶ 24 The trial court found that Salaam has not received any rental income since the third

tenant left in 2018 but Saeed paid all expenses through 2021. Saeed used his personal funds to

pay Salaam’s operating deficit either by loaning or advancing the money to Salaam. Saeed

requested Musa and Ahmed pay their share of expenses but, the trial court found, “Saeed’s

requests for additional funds *** were received and ignored by both Musa and [Ahmed.]” The

trial court determined the amount of Salaam’s losses from 2012 through 2021. During that period

Salaam lost money each year. The court found that Saeed loaned or advanced Salaam “100% of

the funds it needed to cover its operating deficits during 2012-21.”

¶ 25 The trial court also made the following pertinent conclusions of law: First, with regard to

the request to dissolve Salaam, the trial court found that “after many years of acrimonious and

costly litigation, Musa, Saeed and Ahmed clearly have been and will be unable to continue the

business operations of Salaam.” The court noted that Salaam’s operating agreement requires a

unanimous vote for all significant decisions and concluded that, because “Musa, Ahmed and - 10 - 1-22-0209

Saeed ultimately recognized that Salaam could not continue to operate due to their acrimony and

inability to agree as to how to continue the operate Salaam, the parties have agreed to dissolve

Salaam.” Regardless of the parties’ agreement, the court found that it was clear that “the

economic purpose of Salaam has been unreasonably frustrated and that it is not reasonably

practicable to carry on Salaam’s business in conformity with Salaam’s articles of organization

and its operating agreement.” The court noted that the question remained as to how to wind up

Salaam with Musa and Ahmed seeking a sale of the subject property (and dissolution of Salaam)

and Saeed seeking disassociation of Musa and Ahmed from Salaam with an order granting him

the right to buy out their interests. The court found that the proper remedy required a close

examination of the parties’ overall conduct.

¶ 26 To that end the trial court found, in pertinent part, that each member of Salaam, Musa,

Ahmed, and Saeed, breached their fiduciary duties on several occasions. Specifically, the trial

court found that Musa and Ahmed breached their fiduciary duty to Salaam by obtaining the loan

(ostensibly to repay Musa) for their personal benefit and not for the benefit of Salaam, by failing

to pay their fair share of Salaam’s financial obligations, and their various acts surrounding the

leasing of the subject property; Musa and Ahmed breached their fiduciary duty to Saeed by

disbursing the loan proceeds for their own benefit only and by failing to advance their share of

Salaam’s expenses to Saeed causing him to personally fund payment.

¶ 27 The trial court found that Saeed breached his fiduciary duties to Salaam, Musa, and

Ahmed by, in October 2016 entering into the second Sufwan lease without Musa and Ahmed’s

knowledge or consent, hiring his son without Musa and Ahmed’s knowledge or consent,

obligating Salaam to pay Sufwan’s business expenses, and failing to deposit rent paid to Salaam

directly into Salaam’s accounts. - 11 - 1-22-0209

¶ 28 Next, the trial court noted that the appropriate remedy for a breach of fiduciary duty “is

left to the equitable discretion of the Court.” (Emphasis added.) The court found that Musa and

Ahmed sought damages for, inter alia, the rent the tenants paid Saeed but which Saeed did not

deposit directly into a Salaam account. The trial court found that although Saeed breached his

fiduciary duty in that regard, “it was clear from the testimony and evidence, that all of the rental

money that had been collected by Saeed was used to pay Salaam’s expenses and not for

[Saeed’s] own personal expenses, and therefore the court rejected the argument Salaam suffered

damage from this breach. The court further found Salaam did not incur damage from Musa and

Ahmed’s termination of the second Sufwan lease or the third Unit 2 tenant’s lease “as they were

not unanimously agreed to by all Salaam’s members. The court found that Musa and Ahmed

breached their duties by causing the termination of the second Unit 2 tenant’s lease, of which

they did have knowledge and to which they did consent, and that this breach caused damage to

Salaam; however, the court found that Saeed’s failure to deposit those rents, when balanced

against Musa and Ahmed’s breach, “extinguish each other’s respective damages.” The court

stated that it would “not make any award based on these mutual breaches.”

¶ 29 The trial court awarded Musa and Ahmed damages for their respective individual

contributions to Salaam, damages individually in favor of Saeed and against Musa and Ahmed

for payments on the loan that was for Musa and Ahmed’s personal benefit, and damages in favor

of Musa and Ahmed for the water bills Salaam paid for Sufwan. The trial court also awarded

Saeed his initial contribution to Salaam. The court denied Saeed’s request for a derivative award

in favor of Salaam.

¶ 30 Musa, Ahmed, and Saeed requested punitive damages and an award of attorney fees. The

trial court concluded that after “a careful review of the identified conduct in light of the remedies - 12 - 1-22-0209

that are being otherwise ordered and the unlikelihood that the parties will commit similar acts of

wrongdoing in the future, the Court denies the parties’ request for punitive damages.” The court

similarly found that “[i]n light of the multiple breaches of the Operating Agreement by all the

parties almost from the date of execution, the Court denies all requests for attorney’s [sic] fees

and expenses and each party will bear his own costs.” The trial court’s judgment dissolved

Salaam and ordered the liquidation of its assets, and awarded the parties’ respective damages.

¶ 31 On September 30, 2021, Saeed filed a posttrial motion arguing, in pertinent part, that (1)

the record contains unrefuted evidence that Saeed did deposit rent paid by the second and third

tenants into Salaam’s bank account and, therefore, the trial court had no basis to refuse to award

Salaam damages for Musa and Ahmed’s interference with those leases; (2) the trial court’s

finding that in 2016 Musa and Ahmed revoked the parties’ oral agreement that Saeed would

solely manage the property is not supported by the record and is immaterial because regardless

whether they revoked the oral agreement or not Musa and Ahmed’s conduct harmed Salaam with

regard to the third tenant and in keeping Unit 2 vacant; (3) the trial court should enter an order

disassociating Musa and Ahmed from Salaam and permit Saeed to buy out their interests but no

evidence supports the trial court’s exercise of its discretion to order the sale of the property and

dissolving Salaam.

¶ 32 In January 2022, the trial court entered an order granting Saeed’s posttrial motion in part

and denying it in part. As is pertains to this appeal, the trial court denied Saeed all of the relief

requested above.

¶ 33 On February 15, 2022, Saeed filed a notice of appeal from the September 1, 2021 order

and the January 19, 2022 order denying Saeed’s posttrial motion in part. The notice of appeal

specified that on appeal, “Saeed seeks entry of an Order that vacated the Orders to the extent - 13 - 1-22-0209

they denied Saeed’s request for derivative relief *** in connection with [Musa and Ahmed’s]

preventing the leasing of the subject premises (based on the trial court [sic] incorrect finding that

Saeed had breached his fiduciary duties) ***” and, “in the event such relief is granted,” an order

vacating the trial court’s judgment dissolving Salaam (as opposed to ordering [Musa and

Ahmed] to be disassociated) any denying Saeed’s requests for awards of attorney’s [sic] fees and

punitive damages” or remands for the trial court to reconsider those rulings.

¶ 34 This appeal follows.

¶ 35 ANALYSIS

¶ 36 “A shareholder derivative action is a vehicle by which an individual shareholder brings

suit to enforce a corporate cause of action against officers, directors, and third parties.” Biefeldt

v. Wilson, 2022 IL App (1st) 210336, ¶ 19. “It was intended as a vehicle to allow shareholders to

protect a corporation’s interests from faithless directors and managers. [Citation.]” (Internal

quotation marks omitted.)” Id. The standard by which we review the trial court’s judgment

depends on the nature of the order being appealed. See, e.g., Biefeldt, 2022 IL App (1st) 210336,

¶ 18 (reviewing de novo order dismissing shareholder derivative action under section 2-615);

Tufo v. Tufo, 2021 IL App (1st) 192521, ¶ 71 (reviewing application of doctrine of unclean hands

in shareholder derivative action for abuse of discretion).

¶ 37 This appeal raises questions about (1) the trial court’s findings of fact—particularly the

trial court’s finding that Saeed breached his fiduciary duties by renewing the Unit 1 lease or

entering the lease for Unit 2 with the third tenant because no evidence reflects that Musa and

Ahmed revoked the parties’ oral agreement and the court’s finding that Saeed’s breaches, if they

occurred, materially harmed Salaam such that the trial court’s “offsetting breach of fiduciary

duties” rationale crumbles; and, should Saeed prevail on the first question, (2) the trial court’s - 14 - 1-22-0209

failure to award attorney fees, and (3) the trial court’s choice of remedies to dissolve Salaam

rather than disassociate Musa and Ahmed.

¶ 38 We review the trial court’s findings of fact in a shareholder derivative action under the

manifest weight of the evidence standard. Goldberg v. Astor Plaza Condominium Ass’n, 2012 IL

App (1st) 110620, ¶ 60 (“In deciding a case based on the evidence, our standard of review is

manifest weight of the evidence.”). Under this standard, we will not disturb a trial court’s

findings of fact unless the opposite conclusion is apparent or the trial court’s findings are

unreasonable, arbitrary, or not based on evidence. Id. (citing Bazydlo v. Volant, 164 Ill. 2d 207,

215 (1995)). For the reasons discussed below, we find that the trial court’s findings of fact are

not against the manifest weight of the evidence. Therefore, we have no need to and will not

address Saeed’s remaining claims. Chinlund v. Heffernan Builders, LLC, 2020 IL App (1st)

191528, ¶ 17 (“Generally, this court will not decide moot questions, render advisory opinions, or

consider issues where the result will not be affected regardless of how those issues are

decided.”).

¶ 39 I

¶ 40 Saeed argues the trial court’s rationale for not awarding Salaam damages on Saeed’s

derivative claim, that the parties committed “mutual breaches” negating damages, is against the

manifest weight of the evidence. In support of that argument, Saeed asserts (1) he did not commit

the breaches of fiduciary duty that led the trial court to decline to award Salaam damages on the

derivative claim; to wit, (a) renewing the lease on Unit 1 and entering the lease on Unit 2 with

the third tenant (both of which occurred in October 2016) without Musa and Ahmed’s

knowledge and consent (hereinafter, collectively the “2016 leases”) and (b) failing to deposit the

- 15 - 1-22-0209

rents he collected under the 2016 leases into Salaam’s account; and (2) if he did breach his

fiduciary duty to Salaam, his breach did not materially harm Salaam.

¶ 41 Turning first to Saeed’s argument he did not breach his fiduciary duties by entering into

the 2016 leases without Musa and Ahmed’s knowledge and consent Saeed argues that the

parties’ oral agreement permitted him to enter the leases unilaterally and that no evidence reflects

that Musa and Ahmed revoked that agreement prior to Saeed entering the leases at issue.

¶ 42 The trial court “specifically reject[ed] the argument that Salaam incurred damages due to

the termination of either the second [Unit 1] lease or the [third tenant’s] lease as they were not

unanimously agreed to by all Salaam’s members.” The court based that conclusion on its finding

that “it was clear from the testimony and evidence, that all of the rental money that had been

collected by Saeed’ was used to pay Salaam’s expenses and not for his own personal expenses.

These expenses were legal obligations that Musa and Ahmed repeatedly refused to honor.”

¶ 43 Saeed concedes the trial court made the following express written finding:

“With these findings being made, it needs to be made clear that this oral

agreement relative to the management of Salaam was not intended to be for an

infinite time period as Saeed implied during the trial. In fact, it was clear that by

early on in 2016, Musa and Ahmed had made clear efforts to revoke their prior

oral agreements, as they no longer wanted Saeed to further manage Salaam.”

¶ 44 But Saeed argues that “nothing in the trial record supports this finding of fact.” In

response, Musa and Ahmed argue that the record shows the second Unit 1 lease was against

Musa and Ahmed’s authorization as they evicted the tenant from Unit 1. We disagree with

Saeed.

¶ 45 The trial court’s written order also found as follows, first with regard to Unit 1: - 16 - 1-22-0209

“On September 27, 2016, attorney William Cooley, who was counsel for

Musa and Ahmed, mailed Saeed a notice which reflected that Salaam would not

be renewing [Unit 1’s] Lease and that [it] had to vacate Unit 1. [Citation.] Despite

this notice, on October 1, 2016, Saeed, who was clearly acting on behalf of [the

laundromat in Unit 1,] renewed the *** lease for Unit 1 with Salaam at the

existing rental rate for an additional 15-year term. Saeed also signed the lease on

behalf of Salaam. [Citation.]

It was very clear that Saeed had no authority to bind Salaam to this second

[Unit 1] lease and that neither Musa nor Ahmed were aware of the second [Unit

1] lease nor would they have approved of it had Saeed made them aware of it.”

¶ 46 As previously stated, this court will only find that the trial court’s findings of fact are

against the manifest weight of the evidence when the opposite conclusion is apparent or when

the trial court’s findings are unreasonable, arbitrary, or not based on the evidence. Goldberg,

2012 IL App (1st) 110620, ¶ 60. This rule has been applied to mean that “when applying a

manifest weight of the evidence standard, a reviewing court will not substitute its judgment for

that of the trial court on such matters as witness credibility, the weight to be given evidence, and

the inferences to be drawn from the evidence, even if the reviewing court would have reached a

different conclusion.” Dore v. Quezada, 2017 IL App (1st) 162142, ¶ 25. The reason for this

level of deference to the trial court’s findings is that the trial court “is in the best position to

observe the conduct and demeanor of the parties and witnesses and achieves a degree of

familiarity with the evidence that a reviewing court cannot possibly obtain.” Granville Tower

Condominium Ass’n v. Escobar, 2022 IL App (1st) 200362, ¶ 27. Moreover, “the trial court’s

judgment will be affirmed provided the record contains any evidence supporting it.” Id. - 17 - 1-22-0209

¶ 47 First, we note Saeed does not argue that Musa and Ahmed could not rescind the parties’

oral agreement that Saeed would have sole authority over the management of the subject

property. This court has long recognized that: “Just as contracts may be implied from the conduct

of the parties, so may a rescission of contracts be implied therefrom. Words amount to very little

where actions are conclusive.” (Internal quotation marks omitted.) Volk v. Kendall, 71 Ill. App.

3d 211, 213 (1979) (quoting Julius Levin Co., Inc. v. Rosenfield, 230 Ill. App. 126, 138 (1923)).

¶ 48 Second, we find that it is not “clearly apparent” that Musa and Ahmed did not rescind

that agreement. Admittedly, Musa and Ahmed do not direct this court to any facts specifically

demonstrating their revocation of the parties’ oral agreement other than their actions concerning

Unit 1 before Saeed entered the second lease on that unit. Nonetheless, we do not find the

opposite conclusion apparent and the circumstantial evidence supports the trial court’s finding of

fact.

¶ 49 Prior to the execution of the leases in question, Musa and Ahmed’s conduct was wholly

inconsistent with a “hands off” approach to the subject property. The trial court had evidence that

Musa and Ahmed were communicating with the tenants of the property to convince them to

move out. It is not unreasonable to conclude from their conduct that Musa and Ahmed no longer

reposed sole authority over the subject property in Saeed. In addition to the letter concerning

Unit 1, the evidence reflects that Musa and Ahmed were also exerting their rights as equal

members with regard to Unit 2 prior to the execution of the lease with the third tenant. Moreover,

at trial, Saeed testified that the second tenant’s proprietor told Saeed that the reason it was

leaving before its lease expired was because “Musa’s attorney called her, [and] told her that

[Saeed] was not the owner or the landlord.” The trial court admitted that testimony over

objection because the testimony was “closing up the impeachment that was started *** when - 18 - 1-22-0209

[Musa] denied any conversation with [the proprietor.]” Musa had denied talking to any of the

tenants in Unit 2 about being upset that Saeed had leased Unit 2 to them and denied ever telling

any of the tenants to leave the space. Saeed’s arguments about the timing of the letter from Musa

and Ahmed’s attorney and his receipt of it notwithstanding, the record reflects evidence on

which the trial court could reasonably rely in support of its judgment.

¶ 50 This court does not reweigh the evidence as Saeed suggests we should; instead, our

inquiry is whether the trial court’s judgment is unreasonable, arbitrary, or not based on evidence.

Here, based on our review of the facts in the record, Saeed has not demonstrated that the trial

court’s conclusions are unreasonable or that the opposite conclusion is clearly apparent.

Accordingly, we must find that the trial court’s judgment is not against the manifest weight of

the evidence.

¶ 51 Finally, we note Saeed’s argument that Musa and Ahmed should not be “permitted to

both argue that the second [Unit 1] lease and the [third tenant’s Unit 2] lease are invalid because

they never consented to them while they also let stand the trial court’s ruling that they breached

their fiduciary duties by ‘[r]efusing to consent to any decision’ related to the leasing of the

Property.” Rather than a convincing argument that the trial court erred in declining to award any

damages based on the parties’ respective conduct, we find Saeed’s statement to be a clear,

concise, and convincing explanation for exactly why the offending conduct is offsetting.

¶ 52 The trial court’s conclusions are not arbitrary but are based on evidence and the trial

court had the opportunity to observe the demeanor and manner of the witnesses while testifying.

(We note that at one point in his testimony Musa apologized for raising his voice but stated he

did so out of frustration with the entire situation, which he and Ahmed wanted out of.) The

witnesses attitudes, apparent from even the cold record, support the trial court’s conclusion that - 19 - 1-22-0209

“Musa and Ahmed had made clear efforts to revoke their prior oral agreements, as they no longer

wanted Saeed to further manage Salaam” because “both Musa and Ahmed wanted to sell the

Property” when he entered the leases at issue. Because there is evidence supporting the trial

court’s findings and those findings are reasonable based on that evidence, we cannot say the trial

court’s findings of fact are against the manifest weight of the evidence.

¶ 53 II

¶ 54 Next, Saeed argues that it was against the manifest weight of the evidence to find that

Saeed failed to deposit all of the rental income he received. Saeed argues that the record reflects

that Saeed did deposit all rent payments into Salaam’s account. “A trial court’s finding is against

the manifest weight of the evidence only where the ‘opposite conclusion is clearly evident.’

[Citation.] Thus, ‘[i]f the record contains any evidence to support the trial court’s judgment, the

judgment should be affirmed.’ [Citation.]” InsureOne Independent Insurance Agency, LLC v.

Hallberg, 2012 IL App (1st) 092385, ¶ 29. Further, an action for a breach of fiduciary duty

sounds in equity.

“Illinois courts have recognized that an action seeking damages for breach

of a fiduciary duty is an equitable action. [Citation.] The court in Borse noted that

our supreme court rejected the Restatement’s view that an action for breach of

fiduciary duty is a tort; instead, a claim for breach of fiduciary duty is controlled

by the substantive laws of agency, contract and equity. [Citations.]’ ” Wolinsky v.

Kadison, 2013 IL App (1st) 111186, ¶ 109 (citing Bank One, N.A. v. Borse, 351

Ill. App. 3d 482, 488 (2004)).

Equitable remedies “must suit the facts of the particular case in question.” Perry v. Estate of

Carpenter, 396 Ill. App. 3d 77, 87 (2009). “[I] it is the function of a court of equity to do - 20 - 1-22-0209

justice.” Carlyle v. Jaskiewicz, 124 Ill. App. 3d 487, 499 (1984). See also Heberlein v. Wendt, 99

Ill. App. 506, 508 (1902) (“A court of equity is governed mainly by considerations of right and

justice between the parties.”) “A court of equity is a court of conscience, and will exercise its

extraordinary powers only to enforce the requirements of conscience.” American University v.

Wood, 294 Ill. 186, 195 (1920). “In fashioning a remedy, courts have broad discretion to grant

the relief that equity requires. [Citation.]” (Internal quotation marks omitted.) GX Chicago, LLC

v. Galaxy Environmental, Inc., 2015 IL App (1st) 133624, ¶ 72 (quoting Westcon/Dillingham

Microtunneling v. Walsh Construction Co. of Illinois, 319 Ill. App. 3d 870, 878 (2001)).

Additionally, “courts may consider the relative benefits and hardships to the parties in crafting an

appropriate remedy. [Citation.]” Westcon/Dillingham Microtunneling, 319 Ill. App. 3d at 878.

“Relevant considerations include both what is fair and what is workable. [Citation.]’ “ GX

Chicago, LLC, 2015 IL App (1st) 133624, ¶ 72 (quoting Westcon/Dillingham Microtunneling,

319 Ill. App. 3d at 878).

¶ 55 Saeed directs this court’s attention to bank statements that purportedly show deposits of

the second tenant’s rents into Salaam’s bank account. We admit those record items reflect

numerous deposits in an amount that is roughly the amount of rent to be paid by the second

tenant of Unit 2. (At trial, Saeed testified the tenant informed him they could not pay the full

rent.) But we give credence to Musa and Ahmed’s argument that the exhibits provided “show

that the amount of bank statements provided don’t even cover the amount of monthly rent

payment [Saeed] alleged [the second tenant] paid *** at trial.” 1 Saeed provides, nor can we

1 Saeed provided bank statements showing $2000 deposits, which he claims reflect the second tenant’s rent payments, in May, June, July, August, October (twice), and November 2014, January,

- 21 - 1-22-0209

glean, no evidence to explain these discrepancies beyond his own testimony at trial2, which the

trial court was free to accept, reject, and weigh as it saw fit. Northwestern Memorial Hospital v.

Sharif, 2014 IL App (1st) 133008, ¶ 26 (it is a “well-established legal principal that the trier of

fact, in this case an experienced trial judge, is free to accept or reject testimony and give

whatever weight it deems appropriate to the evidence submitted. Under a manifest weight of the

evidence review, we give the trial court’s decision great deference because ‘[t]he trial court is in

a far better position to determine the credibility of witnesses.’ [Citations.]”).

¶ 56 The trial court’s conclusion is bolstered by Saeed’s own testimony regarding the rent

from Unit 1: that Saeed sometimes paid Salaam’s bills directly rather than depositing the rent

into Salaam’s account first. The trial court could reasonably infer Saeed followed the same

procedure with the rent from Unit 2, thus accounting for the shortfall in the documentation of

some deposits and varying amounts. Thus, the evidence on which Saeed relies does not

demonstrate that the trial court’s judgment regarding the deposit of rental payments is against the

manifest weight of the evidence. See Benford v. Everett Commons, LLC, 2014 IL App (1st)

131231, ¶ 32 (citing Foutch v. O’Bryant, 99 Ill. 2d 389, 391-92 (1984)). Moreover, “[a]ny

doubts arising from the incompleteness of the record are resolved against *** the appellant in

this case. Therefore, plaintiff’s claim that the verdict was against the manifest weight of the

evidence fails on this basis as well.” Larkin v. George, 2016 IL App (1st) 152209, ¶ 21.

February, April, May ($1,500), June ($1,500) July ($3,000), August through October, and December 2015, January through March, April ($3,000), May, and December ($1,250) 2016. 2 Saeed asserts the bank entries “are consistent with Saeed’s rent summary table [citation] and testimony.” - 22 - 1-22-0209

¶ 57 We also find that the trial court’s judgment is not against the manifest weight of the

evidence because “we may affirm the trial court’s judgment on any basis in the record, regardless

of the trial court’s reasoning” (Bell Leasing Brokerage, LLC v. Roger Auto Service, Inc., 372 Ill.

App. 3d 461, 469 (2007)) and “[a]n award of damages is not against the manifest weight or

manifestly erroneous if there is an adequate basis in the record to support the trial court’s

determination of damages (1472 N. Milwaukee, Ltd. v. Feinerman, 2013 IL App (1st) 121191, ¶

13).

¶ 58 The trial court could look at all of the facts and circumstances of the case, and was not

limited to the respective breaches related to the individual units or the same conduct related to

the individual units, to find that it would “not make any award based on these mutual breaches.”

See generally Westerfield v. Redmer, 310 Ill. App. 246, 249 (1941) (“Supreme Court Rule 10

provides in substance that *** all matters which prior to January 1, 1934, *** within the

jurisdiction of a court of equity, whether directly or as an incident to other matters before it, or

which the equity court could have heard so as to do complete justice between the parties, might

be regarded thereafter as a single equitable cause of action and when so treated *** should be

heard and decided in the manner heretofore practiced in courts of equity.”). We so find because

“[i]n an equitable proceeding, the trial court may examine all relevant factors to ensure that

complete justice is done; the determination of what equity requires in a particular case.” 88

Causes of Action 2d 1, Cause of Action for Breach of Fiduciary Duty by Manager or

Controlling Member of Limited Liability Company, Causes of Action Second Series September

2022 Update (Originally published in 2019). See also In re Estate of Zagaria, 2013 IL App (1st)

122879, ¶ 67 (Cunningham, J., dissenting) (“When all of the facts are reviewed and the case is

analyzed as a whole, the equities do not lie with the attorneys and Corlett but rather with - 23 - 1-22-0209

Zagaria. While I agree that equitable principles do not preclude the application of statutorily

based attorney fee obligations, I believe that the equitable principles have been incorrectly

applied by the majority in this case.” (Emphasis added.)).

¶ 59 The trial court could rely on Saeed’s failure to deposit the rent from Unit 1 or from Unit 2

to find that Saeed’s breach, specifically a “failure to deposit the [Unit 1] collected rental monies

into Salaam’s account and/or transmit said monies to Salam when balanced against Musa and

Ahmed’s conduct which led to MK Fast Foods’ breach of its lease with Salaam extinguish each

other’s respective damages.” In this case the evidence is clear that Saeed used the rent from Unit

1 to pay Salaam’s bills that Saeed selected rather than depositing the Unit 1 rent into Salaam’s

account. The evidence supporting that finding came from Saeed. When asked how he would pay

the rent on Unit 1, Saeed testified that he “would pay the bills depending on what comes in and

what has to go out.” Saeed continued, “Sometimes I would *** deposit it into the bank.

Sometimes I would have to pay for repairs ***. Some would have to cover the bills and whatever

was left ***.” Saeed explained that if Salaam did not have the money he would pay the bills out

of Unit 1’s funds and deduct that amount from the rent due Salaam. Saeed agreed he did not

deposit the rent into Salaam’s account then pay Salaam’s bills. Notably, when asked what bills

he was referring to, Saeed testified: “Mortgage, insurance, water, maintenance, cleaning, repairs,

water bill, insurance, property insurance, mortgage to the building.” With the exception of the

water bills, these bills (specifically the mortgage and insurance) are bills for Unit 2 as well as for

Unit 1.

¶ 60 The trial court’s decision not to award damages on Saeed’s derivative claim is not against

the manifest weight of the evidence.

¶ 61 III - 24 - 1-22-0209

¶ 62 Saeed argues alternatively that even having committed a breach of his fiduciary duties as

found by the trial court, the trial court erred in denying Salaam relief in Saeed’s derivative claim

against Musa and Ahmed because the finding that the respective breaches “were comparable and

offsetting” is against the manifest weight of the evidence. Saeed claims “[n]o evidence suggests

the two sides acted comparably and that the misconduct of one offset the misconduct of the

other.” Saeed argues that while Musa and Ahmed’s conduct only harmed Salaam by denying it

income, Saeed’s conduct, even though it was a breach of his fiduciary duties, actually “benefitted

Salaam by providing Salaam with some income.” (Emphasis omitted.) We disagree with Saeed’s

assessment that no evidence supports the trial court’s judgment concerning the deposit of the rent

payments or the “offsetting” breaches of fiduciary duty.

¶ 63 We begin by noting that the trial court expressly rejected the contention Salaam suffered

any damage due to the termination of either of the 2016 leases because those leases “were not

unanimously agreed to by all Salaam’s members.” This judgment is not against the manifest

weight of the evidence in light of our finding that the trial court’s judgment that Saeed breached

his fiduciary duties in entering those leases must stand. Musa and Ahmed did deprive Salaam of

the rent the tenants had been paying and, by their conduct, any rental income. However, in

weighing the respective breaches the trial court also relied on “Saeed’s failure to deposit ***

collected rental monies into Salaam’s account and/or transmit said monies to Salaam.” Although

not expressly relied upon by the trial court3, we note that Saeed also wrongfully bound Salaam to

receive the same rent from the tenant in Unit 1 for the next 15 years. Although the trial court

3 “Under the manifest weight standard, an appellate court will affirm the trial court’s ruling if there is any basis in the record to support the trial court’s findings.” In re Custody of G.L., 2017 IL App (1st) 163171, ¶ 24. - 25 - 1-22-0209

refused to find this rent was below market rate the court could have considered the length of the

lease terms without any provision for increasing the rent over time (just as Saeed did with the

2016 lease on Unit 2) as at least somewhat detrimental to Salaam and to Musa and Ahmed. The

detrimental impact of this lease on Musa and Ahmed is compounded by the fact, supported by

ample evidence, that Musa and Ahmed did not want to be involved in the property at all and

clearly not want to be for another 15 years.

¶ 64 The trial court could consider more than “the numbers” in assessing the relative impact of

the respective breaches of fiduciary duty and take the impact on the parties into consideration.

See supra § II. In this particular case, the trial court could reasonably find, based on the facts

before it, that it would be unjust to allow Saeed to completely escape the consequences of the

fact, as expressly found by the trial court and supported by the evidence as stated above, that

“Saeed defiantly refused to acknowledge that Musa and Ahmed had a right to object to his

management of Salaam or that they had any right to object to his continued role in Salaam’s

management.”

¶ 65 We further find the evidence supports the trial court’s finding that “Saeed was well aware

that both Musa and Ahmed wanted to sell the Property.” The trial court reasonably found that

Saeed’s breach required some remedy for Musa and Ahmed to do justice between the parties and

could reasonably find that any such damages offset the harm to Salaam from Musa and Ahmed’s

breaches. The trial court’s findings are not unreasonable, arbitrary, or not based on the evidence,

nor is the opposite conclusion, that Musa and Ahmed’s breach so far outweighed Saeed’s breach

that the trial court improperly considered Saeed’s breach in fashioning its damages award,

apparent. Goldberg, 2012 IL App (1st) 110620, ¶ 60. The trial court’s judgment declining to

- 26 - 1-22-0209

award damages for the parties’ respective breaches of fiduciary duties is not against the manifest

weight of the evidence.

¶ 66 IV

¶ 67 Next, Saeed argues that in the event he prevails on his derivative claim, then he is entitled

to an award of attorney fees under the operating agreement or the case should be remanded for

the trial court to consider an award of attorney fees under the LLC Act. Saeed also argues that in

the event any breach of fiduciary duty ruling against him is vacated, then the case should be

remanded for the trial court to consider disassociation and a forced buyout as an appropriate

remedy as opposed to dissolving Salaam.

¶ 68 Saeed forfeited any argument he is entitled to attorney fees or that dissolution is not the

proper remedy if the trial court’s judgment stands.4 “The supreme court rules are not merely

suggestions, but are necessary for the proper and efficient administration of the courts. [Citation.]

This court will not *** complete legal research to support an argument, and issues that are

4 Saeed argued in his opening brief as follows: “Saeed prevailed on all his claims. Saeed recovered *** damages in connection with Musa and Ahmed breaching their fiduciary duties to his and depending on how this Court rules, potentially another $223,245 damages on his derivative claim in connection with Musa and Ahmed breaching their fiduciary duties to Salaam. Accordingly, it was an abuse of discretion for the trial court not to consider Saeed to be the prevailing party.” (Emphases omitted and emphasis added.)

In reply, Saeed argues: “Should Saeed prevail, no basis would then exist to have denied Saeed an award of fees on the basis that he committed ‘multiple breaches’ of his fiduciary duties.” This is in effect a concession that should Saeed fail in his effort, a basis would exist to deny him an award of fees, Saeed’s alternative argument should he not prevail in his reply notwithstanding. Furthermore, “an appellant's arguments must be made in the appellant's opening brief and cannot be raised for the first time in the appellate court by a reply brief.” In re Marriage of Winter, 2013 IL App (1st) 112836, ¶ 29. - 27 - 1-22-0209

insufficiently presented do not satisfy the rule[s] and are considered waived. [Citation.]”

(Internal quotation marks omitted.) Northern League of Professional Baseball Teams v.

Gozdecki, Del Giudice, Americus & Farkas, LLP, 2018 IL App (1st) 172407, ¶ 62. For all of the

reasons discussed above the trial court’s judgment must be affirmed in all respects. Accordingly,

we decline to address Saeed’s alternative arguments concerning attorney fees or the dissolution

of Salaam.

¶ 69 V

¶ 70 Finally, Saeed argues the trial court erred in refusing to award him punitive damages.

Unlike his argument concerning the proper remedy of attorney fees, Saeed did not make this

argument contingent upon success on his prior argument. In this regard, Saeed argues the trial

court erred because Musa and Ahmed “intentionally,” not due to mistake, violated their fiduciary

duties including taking a loan for their sole personal benefit with the goal of forcing Saeed to

agree to sell the property, with the result of causing Saeed to cover all of Salaam’s operating

expenses including debt service on the loan. Saeed calls this conduct “indefensible” that must be

“deterred and punished.”

¶ 71 Saeed asserts that based on the trial court’s findings, “reasonable minds cannot seriously

differ as to whether Musa and Ahmed’s conduct was outrageous due to an ‘evil motive’ and

‘reckless indifference’ to the rights of Salaam and Saeed.” We disagree.

“Punitive damages are not awarded as compensation, but serve instead to

punish the offender and to deter that party and others from committing similar

acts of wrongdoing in the future. [Citations.] They may be awarded when the

defendant’s tortious conduct evinces a high degree of moral culpability, that is,

when the tort is committed with fraud, actual malice, deliberate violence or - 28 - 1-22-0209

oppression, or when the defendant acts willfully, or with such gross negligence as

to indicate a wanton disregard of the rights of others. *** [B]ecause they are

penal in nature, punitive damages are not favored under the law, and courts must

take caution to ensure that they are not improperly or unwisely awarded.

[Citation.]” (Internal quotation marks omitted.) Flynn v. Maschmeyer, 2020 IL

App (1st) 190784, ¶ 76.

¶ 72 “In reviewing a trial court’s decision to award punitive damages, this court takes a three-

step approach.” Caparos v. Morton, 364 Ill. App. 3d 159, 178 (2006). We consider whether

punitive damages are available for the particular cause of action, using a de novo standard;

whether, under a manifest weight of the evidence standard, the defendant or defendants acted

fraudulently, maliciously or in a manner that warrants such damages; and whether the trial court

abused its discretion in imposing punitive damages. Id. Pertinent in this appeal, “we review the

trial court’s reasons for imposing punitive damages to determine if its judgment *** was

contrary to the manifest weight of the evidence” and we will only find that the trial court abused

its discretion if no reasonable person could assume its view. Id.

¶ 73 Here, we find that trial court’s reasons not to award punitive damages are not against the

manifest weight of the evidence and, accordingly, the trial court did not abuse its discretion in

declining to award punitive damages. The trial court found as follows with regard to punitive

damages:

“Based upon a careful review of the identified conduct in light of the

remedies that are being otherwise ordered and the unlikelihood that the parties

will commit similar acts of wrongdoing in the future, the Court denies the parties’

request for punitive damages.” - 29 - 1-22-0209

¶ 74 As stated earlier, a judgment is against the manifest weight of the evidence only where

the opposite conclusion is apparent or the trial court’s findings are unreasonable, arbitrary, or not

based on evidence. Goldberg, 2012 IL App (1st) 110620, ¶ 60. The trial court’s judgment on its

face establishes that the judgment is based on the evidence. Nor can we say the opposite

conclusion is apparent or that the trial court’s findings are unreasonable. The facts are that all of

the parties to this case violated one or more fiduciary duties owed to the corporation and each

other beginning shortly after the inception of the corporation; the trial court compensated the

parties for their individual losses caused by the various breaches of fiduciary duties; and in light

of the trial court’s judgment dissolving the corporation, which we have affirmed, it is impossible

for the parties to commit similar acts of wrongdoing in the future.

¶ 75 We disagree with Saeed that no reasonable person would take the view that Musa and

Ahmed’s conduct in this case does not reflect a high degree of moral culpability because it was

“committed with fraud, actual malice, deliberate violence or oppression,” or that they did not

“indicate a wanton disregard of the rights of others” sufficient to overcome the disfavor of

punitive damages. Musa and Ahmed did not find the business venture profitable or worthwhile

as Saeed clearly did. This is a simple business disagreement. Their tactic to extricate themselves

from the business may have been ruthless; but, the evidence is also that Saeed would not budge

from his position and, therefore, Musa and Ahmed may have thought, even unreasonably, they

had no other choice. Regardless of our or Saeed’s personal views, we cannot say that no

reasonable person would take the view adopted by the trial court. Therefore, the trial court’s

judgment regarding punitive damages must be affirmed.

¶ 76 CONCLUSION

¶ 77 For the foregoing reasons, the judgment of the circuit court of Cook County is affirmed. - 30 - 1-22-0209

¶ 78 Affirmed.

- 31 -