Old Second National Bank v. AMJA Holding, LLC

2026 IL App (1st) 251359-U

• Court: Appellate Court of Illinois
• Decided: March 25, 2026
• Docket: 1-25-1359
• Status: Unpublished

Opinion

2026 IL App (1st) 251359-U

No. 1-25-1359

Order filed March 25, 2026

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 JUDICIAL DISTRICT

OLD SECOND NATIONAL BANK, as successor ) Appeal from the by merger with West Suburban Bank, ) Circuit Court of ) Cook County Plaintiff-Appellee, ) ) v. ) No. 2024 L 11807 ) AMJA HOLDING, LLC; EVA BUZIECKI ) as Trustee of the EVA BUZIECKI TRUST ) DATED 7/12/06; and EVA H. BUZIECKI, Individually, ) Honorable ) Anthony C. Swanagan, Defendants-Appellants. ) Judge Presiding.

PRESIDING JUSTICE MARTIN delivered the judgment of the court. Justices Rochford and Reyes concurred in the judgment.

ORDER

¶1 Held: The trial court did not err in granting relief pursuant to motion to enforce settlement agreement.

¶2 The defendants, AMJA Holding LLC (AMJA Holding); Eva Buziecki, as trustee of the

Eva Buziecki Trust dated 7/12/06 (Buziecki-Trust); and Eva H. Buziecki, individually (Buziecki),

entered into a settlement agreement with Old Second National Bank (Old Second) in connection No. 1-25-1359

with an underlying action for breach of promissory note and guaranties. Defendants subsequently

breached the terms of the settlement agreement by surrendering possession of the subject premises

23 days late.

¶3 After the breach, Old Second filed a “Motion to Enforce Settlement Agreement.” The trial

court granted the motion and entered judgment in favor of the bank and against defendants, jointly

and severally, in the amount of $445,500.74.

¶4 Defendants argue on appeal that the trial court abused its discretion in granting the bank

relief without first conducting an evidentiary hearing to determine whether the breach was

material. Defendants contend the damage award essentially constituted “liquidated damages,”

amounting to a “penalty.”

¶5 For the reasons that follow, we affirm. 1

¶6 I. BACKGROUND

¶7 On or about November 8, 2012, Old Second made a loan to AMJA Holding, an Illinois

limited liability company, in the principal amount of $1,120,000. The loan was evidenced by a

promissory note and was secured by certain mortgages and assignment of leases encumbering the

premises at 9604 West 161st Street, Orland Park. AMJA Holding owned the premises and operated

a retail bridal store therein. As additional security for the loan, Buziecki, president of AMJA

Holding, and the Buziecki-Trust agreed to guarantee payment of the promissory note.

¶8 AMJA Holding subsequently failed to pay the promissory note in full by its maturity date

and the guarantors failed to perform under their respective guaranties. On or about March 5, 2024,

Old Second and the defendants entered into a Forbearance and Deed-in-Lieu Agreement

(Forbearance Agreement), which extended the maturity date on the promissory note to May 31,

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 entry of a separate written order. 2 No. 1-25-1359

2024, and increased the amount due on the loan by $281,204.32. In addition, the Forbearance

Agreement referenced a lease agreement wherein the guarantors were required to vacate and

surrender possession of the premises by September 12, 2024.

¶9 Defendants eventually defaulted on their obligations under the Forbearance Agreement by

failing to pay the promissory note in full by the maturity date and by failing to vacate and surrender

possession of the premises by September 12, 2024.

¶ 10 On October 9, 2024, Old Second filed a complaint in the circuit court of Cook County

seeking possession of the premises (Eviction Action). The bank subsequently initiated a separate

action in the law division on October 21, 2024, alleging breach of the promissory note and

guaranties (Breach of Contract Action).

¶ 11 On January 9, 2025, the parties entered into a settlement agreement in the pending Breach

of Contract Action. Pursuant to section 3 of the agreement, defendants agreed to vacate and

relinquish possession of the premises on or before February 21, 2025. Section 12 of the agreement

provided that if defendants defaulted, the bank could enforce its terms in the Breach of Contract

Action and pursue defendants for the full amount due and owing under the loan documents.

¶ 12 Attached to the settlement agreement, as an exhibit, was an agreed order of possession.

Pursuant to this order, defendants acknowledged that Old Second would be entitled to immediate

possession of the premises effective February 22, 2025, and defendants agreed not to “file any

motion or take any action to remain in possession of the Premises.”

¶ 13 Defendants subsequently violated the agreed order of possession by filing a motion in the

Eviction Action seeking to remain in possession of the Premises beyond February 21, 2025. In

response, Old Second filed an emergency motion to enforce the order of possession and sought

sanctions under Illinois Supreme Court Rule 137 (eff. Jan. 1, 2018). Following briefing and

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argument, the trial court granted the bank’s emergency motion and awarded sanctions in the form

of attorney’s fees and costs against defendants and their counsel.

¶ 14 Defendants vacated and turned over possession of the premises to Old Second on March

19, 2025, 23 days after the agreed-upon date to do so.

¶ 15 Thereafter, on April 2, 2025, Old Second filed a motion in the Breach of Contract Action

titled “Motion to Enforce Settlement Agreement.” The bank alleged that the defendants defaulted

on their obligations under the settlement agreement and sought a judgment against defendants,

jointly and severally, for the alleged total amount due ($442,497.52), “together with additional

sums accruing through the date of judgment.”

¶ 16 On May 7, 2025, defendants filed a motion to dismiss the Breach of Contract Action. They

argued that the claims in the action were “not viable” in light of the parties’ settlement agreement.

¶ 17 On June 12, 2025, defendants filed their response to the bank’s motion to enforce. They

argued that the motion was procedurally deficient in that the settlement agreement was not

contained or referenced in the Breach of Contract Action. In addition, they contended that even if

the bank was able to overcome this argument, the motion still failed on the merits because there

was an issue of fact as to whether the 23-day delay in vacating the premises constituted a material

breach of the settlement agreement.

¶ 18 In an order entered June 16, 2025, the trial court granted Old Second’s motion. The court

entered judgment in favor of the bank and against defendants, jointly and severally, in the amount

of $445,500.74. The court also denied the defendants’ motion to dismiss the bank’s Breach of

Contract Action and specified that its order was final and appealable. This timely appeal followed.

¶ 19 II. ANALYSIS

¶ 20 Defendants appeal the trial court’s order summarily granting Old Second’s motion to

4 No. 1-25-1359

enforce the settlement agreement. Defendants contend that the court abused its discretion by

enforcing the settlement agreement without first conducting an evidentiary hearing to determine if

their breach of the agreement was material. They argue that without conducting an evidentiary

hearing, the bank was awarded damages in excess of what would reasonably be associated with

defendants remaining in possession of the premises for 23 days beyond the date they were to

vacate.

¶ 21 Resolution of this issue requires us to construe the settlement agreement. “A settlement

agreement is considered a contract, and construction and enforcement of settlement agreements

are governed by principles of contract law.” Haisma v. Edgar, 218 Ill. App. 3d 78, 87 (1991). “The

interpretation of a contract presents a question of law, which we review de novo.” Dearborn Maple

Venture, LLC v. SCI Illinois Services, Inc., 2012 IL App (1st) 103513, ¶ 31. “In construing a

contract, the cardinal rule is to give effect to the intention of the parties, which is discerned from

the plain and ordinary meaning of the language used in the contract.” Sklodowski v. Countrywide

Home Loans, Inc., 358 Ill. App. 3d 696, 700 (2005).

¶ 22 Section 12 of the settlement agreement sets forth Old Second’s rights, should the

defendants fail to uphold their obligations. This section provides that the “[l]ender may take any

and all necessary steps to pursue its rights and remedies under the Loan Documents, including,

without limitation, pursuing each of the Obligors (defendants) for the full amounts Due and Owing

by the Obligors in the pending Breach of Contract Action.” In addition, the settlement agreement

required strict performance of its terms, providing: “[s]trict performance shall be deemed the

essence of this Agreement and shall be deemed contracted for by the parties hereto.”

¶ 23 Pursuant to the parties’ settlement agreement, defendants agreed to surrender possession

and vacate the premises by 5:00 p.m. on February 21, 2025. Defendants breached the agreement

5 No. 1-25-1359

when they failed to timely vacate the premises, and as a result of such breach, became liable for

the unpaid loan amount of $465,338.85. The question is whether, before summarily enforcing the

terms of the settlement agreement, the trial court should have conducted an evidentiary hearing to

determine whether the breach was material.

¶ 24 In cases like this, where the trial court summarily enforces a settlement agreement without

holding an evidentiary hearing, our review is de novo. Lukanty v. Moglinicki, 2022 IL App (1st)

210794, ¶ 28; City of Chicago v. Ramirez, 366 Ill. App. 3d 935, 946 (2006). A trial court has the

inherent power to summarily enforce a settlement agreement as a matter of law when the terms of

the agreement are clear and unambiguous. Audubon Parking Associates Ltd. Partnership v.

Barclay & Stubbs, Inc., 225 Conn. 804, 811, 626 A.2d 729 (1993).

¶ 25 Here, the terms of the settlement agreement are clear and unambiguous. “When the terms

of an agreement are clear and unambiguous, they will be given their natural and ordinary meaning,

and the intent of the parties must be determined from the language of the agreement alone.” Jewel

Companies, Inc. v. Serfecz, 220 Ill. App. 3d 543, 549-50 (1991).

¶ 26 Importantly, the settlement agreement does not contain a “materiality” requirement with

respect to a breach or default of the agreement, and this court cannot read such a requirement into

the agreement. “Where a contract purports on its face to be a complete expression of the entire

agreement, courts will not add another term about which the agreement is silent.” Gallagher v.

Lenart, 367 Ill. App. 3d 293, 301-02 (2006). In this regard, the settlement agreement provided:

“This Agreement contains the entire agreement between the parties hereto relating to the

transaction contemplated hereby, and all prior or contemporaneous agreements, understandings,

representations and statements, oral or written, are merged herein.”

¶ 27 “Additionally, a court cannot alter, change or modify the existing terms of a contract or

6 No. 1-25-1359

add new terms or conditions to which the parties do not appear to have assented.” Id. “[T]here is

a presumption against provisions that easily could have been included in a contract but were not.”

Thompson v. Gordon, 241 Ill. 2d 428, 449 (2011).

¶ 28 If the parties “had wished to impose a materiality requirement with respect to any breach

or default of the [agreement], they could have so provided – but they did not.” Metropolitan

Capital Bank & Trust v. Engstrom, 2023 IL App (1st) 221156-U, ¶ 49. As a result, we cannot find

that the trial court abused its discretion by enforcing the parties’ settlement agreement without first

conducting an evidentiary hearing to determine if defendants’ breach was material.

¶ 29 Finally, defendants argue that the trial court’s damage award was unconscionable, in the

nature of a penalty, and was in essence liquidated damages. They contend that the damage award

is excessive and disproportionate to damages that would reasonably be expected from the

defendants remaining in possession of the premises. We disagree with these arguments.

¶ 30 Defendants’ arguments ignore the terms of the parties’ settlement agreement. In the section

entitled “Acknowledgment of Amounts Due and Owing,” the parties acknowledged that

defendants owed $465,338.85 as the result of their default of certain loan agreements; in addition,

defendants agreed that they had no defense, offset, or counterclaim to the amounts due and owing.

Section 12 of the agreement gave the bank the right to pursue defendants for these amounts as a

consequence of their breach; and under subsections (j) and (n) of section 13, the parties agreed that

time was of the essence and that strict performance was required. Accordingly, we find that the

trial court’s award of damages was proper and appropriate under the terms of the settlement

agreement.

¶ 31 III. CONCLUSION

¶ 32 Accordingly, for the foregoing reasons, we affirm the trial court’s judgment granting Old

7 No. 1-25-1359

Second’s motion to enforce the settlement agreement.

¶ 33 Affirmed.