Pozniak v. Duba

2022 IL App (1st) 192530-U

• Court: Appellate Court of Illinois
• Decided: March 31, 2022
• Docket: 1-19-2530
• Status: Unpublished

Opinion

2022 IL App (1st) 192530-U FOURTH DIVISION March 31, 2022

Nos. 1-19-2530 & 1-20-0832 (cons.)

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 ______________________________________________________________________________

ANDRZEJ POZNIAK, ) Appeal from the ) Circuit Court of Plaintiff-Appellee and Cross-Appellant, ) Cook County ) v. ) ) No. 17 L 001544 ROGER E. DUBA, CHURCHILL CABINET COMPANY, ) CHICAGO GAMING COMPANY, and UNKNOWN ) OTHERS, ) Honorable ) Margaret Ann Brennan, Defendants-Appellants and Cross-Appellees. ) Judge Presiding. ____________________________________________________________________________

PRESIDING JUSTICE REYES delivered the judgment of the court. Justices Lampkin and Martin concurred in the judgment.

ORDER

¶1 Held: Affirming the judgment of the circuit court of Cook County awarding quantum meruit damages on a terminated contract.

¶2 Plaintiff Andrzej “Andrew” Pozniak (Andrew), a licensed roofer, entered into a roof

damage consulting agreement with defendants Roger E. Duba (Roger), Churchill Cabinet

Company (Churchill Cabinet), and Chicago Gaming Company (Chicago Gaming). After

defendants terminated the agreement and failed to pay Andrew for his services, he filed a

complaint in the circuit court of Cook County. Following a bench trial, the circuit court awarded 1-19-2530 & 1-20-0832 (cons.)

damages in the amount of $89,265 plus costs to Andrew under a quantum meruit theory, based

on the termination of the agreement. Defendants contend on appeal that the trial court erred as a

matter of law by finding the roof damage consulting agreement to be valid and enforceable as

Andrew allegedly (a) performed the work in his capacity as a public adjuster, in violation of the

Illinois Insurance Code (215 ILCS 5/1 et seq. (West 2016)); (b) engaged in the unauthorized

practice of law; and/or (c) had “unclean hands.” In his cross-appeal, Andrew primarily contends

that the trial court improperly calculated his damages. As discussed herein, we affirm.

¶3 BACKGROUND

¶4 The Original Roofing Work

¶5 Churchill Cabinet manufactures wood partitions, fixtures, and cabinets for video gaming

machines. Chicago Gaming manufactures and distributes video gaming terminals, arcade

machines, and pinball, foosball, and pool tables. Both companies operate in a commercial

building located in the 4600 block of West 19th Street in Cicero, Illinois (the building). Roger

and/or other members of the Duba family own and manage the companies and the building.

¶6 Defendants retained Vojtek Zaca (Vojtek) and his company BRZ Construction Group,

Inc. (BRZ) to perform painting and roofing work at the building. The subcontractors hired by

Vojtek/BRZ painted some or all of the roof with the incorrect paint, which caused a rubber

membrane on the roof to deteriorate and the roof to leak. The building and its contents sustained

damage.

¶7 The Agreement and Andrew’s Services

¶8 In addition to being a licensed roofer, Andrew is also a licensed public adjuster, i.e., an

insurance professional which a policyholder may hire to assist in the settlement of an insurance

claim with his own insurer, known as a “first-party claim.” Andrew owns and manages Lake

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Shore Public Adjusters Group LLC (Lake Shore) and other companies. After learning of the

roof damage from one of his employees at the time – Ewa Matys, Vojtek’s former spouse –

Andrew contacted Roger.

¶9 The parties subsequently entered into a roof damage consulting agreement dated April 3,

2015. Pursuant to the agreement, defendants retained Andrew to provide advice and consultation

regarding the necessary repairs or replacement of the roof. Defendants agreed to pay Andrew

33% of all recovered amounts. Although a recital in the roof damage consulting agreement

initially provided that “the Owners intend to pursue all remedies available to recover from

others, including Owner’s Insurance Company,” the reference to “Owner’s Insurance Company”

was crossed out and a handwritten note was added: “No – not our insurance company. They

were not at fault.”

¶ 10 Roger did not want to file a direct claim against the insurance carrier for Churchill

Cabinet or Chicago Gaming for the damage. A claim was instead filed against Travelers

Insurance Company (Travelers), which provided liability insurance for BRZ, the company which

was responsible for the inferior roof work at the building. In a letter to Travelers dated April 11,

2015, Roger provided Andrew’s contact information and referred to him as “our roof

consultant.” Travelers assigned its claims specialist Dawn McKeever (McKeever) to this matter.

¶ 11 Andrew participated in multiple inspections of the roof. After an inspection of the roof

with Eric Koretge (Koretge), a general contractor retained by McKeever, Travelers initially

offered to pay $190,600, consisting of the actual cash value of $146,041.32, plus reimbursement

for $44,558.67 in temporary repairs which had already been made. Andrew responded that he

did not agree with the proposed scope of the work and that he noticed “many defects” in the

insurer’s estimate. Among other things, Travelers generally asserted that the proper measure of

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damages was the depreciated value of the 17-year-old roof, whereas Andrew opined that the

replacement of the roof was necessary. Andrew prepared his own roof replacement estimate of

approximately $1.2 million in October 2015. When Andrew requested another inspection,

Koretge brought a roofing contractor to the building.

¶ 12 On January 8, 2016, Travelers raised its offer to $416,500. At Andrew’s direction, his

employee Katarzyna “Kasia” Stadnik asked McKeever for support for Travelers’ position that it

did not owe the replacement cost value.

¶ 13 Roger subsequently sent Andrew a number of letters on Churchill Cabinet stationery.

In a letter dated January 29, 2016, Roger claimed that Andrew’s roofers (not Vojtek’s) had

“criminally destroyed” the roof. In a letter dated February 2, 2016, Roger terminated the roof

damage consulting agreement. He claimed that Andrew had misrepresented his role, by

presenting himself as a roofer and a consultant and not a public adjuster. Roger also asserted that

Andrew repeatedly attempted to have Roger sign a letter to the insurance company falsely stating

an inflated cost of roof repairs. Roger informed Andrew that neither he nor the other defendants

own the building, asserting: “Since I have no interest in the building nor do the tenants, you

cannot hold us liable.” In a letter dated February 5, 2016, Roger accused Andrew of “fraudulent

scheming” and opined that the 33% fee under their agreement was “excessive and absurd.”

¶ 14 Roger then informed Travelers that the contract with Andrew had been terminated.

Although Roger acknowledged the 33% fee in the roof damage consulting agreement, he claimed

that he had left his glasses at home and could not read the agreement when it had been presented

to him. Roger indicated that defendants’ attorney had advised Roger that he would have to pay

some amount for Andrew’s work, but not the 33%.

¶ 15 Defendants accepted Travelers’ offer, and a check for $461,058.67 ($416,500 +

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$44,558.67 for temporary repairs) to Churchill Cabinet was deposited on March 16, 2016.

¶ 16 The Complaint and Initial Proceedings

¶ 17 Andrew filed a four-count complaint against defendants. In count I (breach of contract),

he alleged that defendants failed to perform under their agreement by refusing to pay him 33% of

the recovered amounts. In the alternative, Andrew asserted an unjust enrichment count (count II)

and a quantum meruit count (count III). In count IV, Andrew alleged that Roger fraudulently

misrepresented his ownership of the building and his ability to bind Churchill Cabinet and

Chicago Gaming to the roof damage consulting agreement.

¶ 18 Defendants filed a motion to dismiss the complaint pursuant to section 2-619(a)(9) of the

Code of Civil Procedure (Code) (735 ILCS 5/2-619(a)(9) (West 2016)), arguing that Andrew’s

claims were barred based on his knowing violations of the portions of the Illinois Insurance Code

referred to as the Public Adjusters Law (215 ILCS 5/1501 et seq. (West 2016)). Defendants

contended, in part, that Andrew – as a public adjuster – was required to present a written contract

to defendants in conformance with section 1575 of the Public Adjusters Law (215 ILCS 5/1575

(West 2016)), which he failed to do. Defendants further asserted that Andrew preyed on Roger,

who was described as an “uninformed person of advanced age.” According to defendants, the

parties’ agreement violated public policy and was manifestly injurious to the public welfare.

Defendants sought dismissal of the complaint, which they asserted was based on a void contract.

¶ 19 Andrew responded that the authority cited by defendants was inapplicable, as the Public

Adjusters Law governs public adjusters that adjust claims for loss or damage of “first party

claims arising under insurance contracts that insure the real or personal property of the insured”

(215 ILCS 5/1510 (West 2016)). According to Andrew, the parties’ contract involved a third-

party liability insurance claim – i.e., a claim against Travelers, not against defendants’ own

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insurer – which does not fall under the regulatory scheme of the Public Adjusters Law. Andrew

argued that the power to invalidate an agreement on the basis of public policy is used sparingly,

as the freedom to contract should not be needlessly hampered. He further contended that, even if

the breach of contract count were dismissed, he should be able to recover under the other counts.

The circuit court denied the motion to dismiss, finding that it was reasonable to infer that

Andrew was not acting as a public adjuster with respect to defendants’ third-party claims against

BRZ’s liability insurance company.

¶ 20 Defendants answered the complaint and ultimately filed affirmative defenses and an

amended counterclaim. In their affirmative defenses, defendants alleged: (a) the parties’ contract

was legally void as against public policy; (b) a non-party, Lake Shore, and not Andrew,

performed all of the services alleged in the complaint; (c) Roger terminated the contract in

writing in early 2016 because the estimate by Lake Shore substantially exceeded other repair

estimates and constituted insurance fraud; and (d) Andrew’s claims for equitable relief were

barred by his “unclean hands,” e.g., Andrew allegedly arranged for an individual to visit Roger

and to effectively extort him based on supposed environmental and other violations at the

building. Defendants asserted an amended counterclaim under the Consumer Fraud and

Deceptive Business Practices Act (Consumer Fraud Act) (815 ILCS 505/1 et seq. (West 2018)).

¶ 21 Defendants then filed a motion for summary judgment pursuant to section 2-1005 of the

Code (735 ILCS 5/2-1005 (West 2018)). First, they argued that the roof damage consulting

agreement violated public policy and should be found void as a matter of law. Second,

defendants contended that the termination of the agreement barred contract remedies. Third,

they claimed that a quantum meruit remedy was barred by Andrew’s course of misconduct.

¶ 22 During his deposition, Andrew testified, in part, that he met with Roger in his capacity as

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a public adjuster and tried to convince Roger to pursue his own insurance company. When

Roger specifically did not want to do that, Andrew contacted his attorney for a solution.

Andrew’s attorney told him that he could serve as a roofing consultant.

¶ 23 During his deposition, Roger testified that his children, Douglas Duba (Douglas) and

Diane Duba, owned Churchill Cabinet and the building; Roger thought that Douglas and

Douglas’s wife Kathy were the owners of Chicago Gaming. Roger admitted that he signed the

contract with Andrew as the owner of Churchill Cabinet and Chicago Gaming, although he

claimed that the percentage line (where 33% was handwritten) was blank on the contract when

he signed it. Roger believed that Andrew and Vojtek were jointly involved in this “total scam.”

¶ 24 After briefing and arguments, the circuit court denied the motion for summary judgment,

finding that there were genuine issues of material fact as stated on the record. The record on

appeal does not include any transcript or other memorialization of the summary judgment

proceedings.

¶ 25 Prior to trial, the circuit court entered an order addressing defendants’ motion for

summary determination of certain legal issues. The circuit court found, in part, that the February

2016 letter constituted effective termination but did not remove defendants’ obligations for the

performance rendered prior to the termination.

¶ 26 The Trial

¶ 27 A bystander’s report of the bench trial is included in the record on appeal. The witnesses

were: (1) Dawn McKeever from Travelers; (2) Andrew’s attorney Richard Seligman; (3) Roger;

(4) Roger’s son Douglas; (5) Andrew; (6) Eric Koretge, the general contractor retained by

Travelers; (7) Kasia Stadnik; and (8) Ewa Matys. The trial testimony included the following:

¶ 28 McKeever testified that she was not surprised by the $1.2 million roof replacement

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estimate from Andrew but “obviously there needed to be additional investigation done.” She

indicated that an estimate of more than a million dollars was not unusual. McKeever confirmed

that Andrew and Kasia emailed her regarding this matter using their Lake Shore email account,

although she understood that Andrew was defendants’ roof consultant. Andrew testified that he

had referred to himself as a public adjuster in a communication with McKeever, and he

characterized the use of the Lake Shore email account as a “small mistake done by my small

office.” He testified that his staff contacted Travelers only at his direction.

¶ 29 Andrew’s attorney Richard Seligman testified that he had drafted the roof damage

consulting agreement; he characterized it as a “third-party contract.” He indicated that he has

seen public adjuster contingency fees as high as 50%.

¶ 30 Roger testified that he believed Andrew was involved in the damage to the roof. Roger

acknowledged that he signed the agreement with Andrew on behalf of Churchill Cabinet and

Chicago Gaming even though he was not authorized to do so. Roger’s son Douglas testified that

defendants did not own the building and that Andrew “should have performed due diligence to

see who really owned the property before signing the agreement.”

¶ 31 Koretge testified that he thought Andrew’s $1.2 million estimate was too high; Koretge’s

written estimate of the total replacement value after the re-inspection was approximately

$850,000. He did not think that Andrew’s estimate was fraudulent and offered that it was

“expected that the claimant or contractor will have a higher number than the carrier’s estimate.”

Koretge characterized Andrew as skilled and knowledgeable regarding commercial roofs.

¶ 32 Kasia testified that she had only met Ewa’s ex-husband Vojtek on one occasion. Ewa

testified that after Vojtek told her about the roof damage, she relayed this information to

Andrew. She also testified that Kasia had dated a BRZ construction worker.

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¶ 33 At the close of the case, the trial court found McKeever, Roger, and Douglas to be “not

credible.” The circuit court found Andrew to be “generally credible.” The trial judge stated, “It

is my belief that the [Dubas] intended not to pay [Andrew] from the very beginning when the

contract was executed.”

¶ 34 In a written order entered on July 31, 2019, the circuit court entered a judgment in favor

of Andrew in the amount of $89,265 plus costs on count III (quantum meruit), based on contract

termination. This amount represented 33% of the difference between the initial offer and the

final offer from Travelers. The circuit court ruled in favor of defendants on count IV (fraudulent

misrepresentation) and in favor of Andrew on defendants’ amended counterclaim (Consumer

Fraud Act). After their posttrial motion was denied, defendants filed an appeal and Andrew filed

a cross-appeal (appeal number 1-19-2530).

¶ 35 As the order entered on July 31, 2019, did not expressly rule on certain counts,

defendants subsequently filed a motion for entry of judgment. On June 23, 2020, the circuit

court entered a judgment in favor of defendants on count I (breach of contract), count II (unjust

enrichment), and count IV (fraudulent misrepresentation). Judgment was entered in favor of

Andrew on the amended counterclaim (Consumer Fraud Act). The order stated that the

judgment entered on July 31, 2019, in favor of Andrew on count III (quantum meruit) – in the

amount of $89,2561 plus costs – stands. Defendants appealed and Andrew cross-appealed the

2020 order (appeal number 1-20-0832). On defendants’ motion, the appeals were consolidated.

¶ 36 ANALYSIS

¶ 37 Defendants contend on appeal that the circuit court erred as a matter of law by finding the

parties’ agreement to be valid and enforceable, as the agreement “directly contravenes Illinois

1 This amount appears to be incorrect, as prior orders referenced “$89,265.” 9 1-19-2530 & 1-20-0832 (cons.)

public policy and is therefore void.” Defendants initially argue that the Illinois Insurance Code

does not permit public adjusters to adjust third-party insurance claims. They also assert that

Andrew engaged in the unauthorized practice of law. Finally, defendants claim that Andrew’s

“unclean hands” prevent him from obtaining an equitable award. For the reasons set forth

below, we reject these contentions.

¶ 38 Standard of Review

¶ 39 After a bench trial, the fact finding of the trial court will not be disturbed unless it is

against the manifest weight of the evidence. Jameson Real Estate, LLC v. Ahmed, 2018 IL App

(1st) 171534, ¶ 59. “A decision is against the manifest weight of the evidence only when an

opposite conclusion is apparent or when the findings appear to be unreasonable, arbitrary, or not

based on the evidence.” Eychaner v. Gross, 202 Ill. 2d 228, 252 (2002). This standard affords

great deference to the trial court as the trial court is in a superior position to determine and weigh

the credibility of the witnesses, to observe their demeanor, and to resolve conflicts in their

testimony. Jameson Real Estate, 2018 IL App (1st) 171534, ¶ 59. “When contradictory

testimony that could support conflicting conclusions is given at a bench trial, an appellate court

will not disturb the trial court’s factual findings based on that testimony unless a contrary finding

is clearly apparent.” Chicago’s Pizza, Inc. v. Chicago’s Pizza Franchise Ltd. USA, 384 Ill. App.

3d 849, 859 (2008). Under the manifest weight standard, the reviewing court may not reweigh

the evidence or make an independent determination of the facts. Jameson Real Estate, 2018 IL

App (1st) 171534, ¶ 59.

¶ 40 We note, however, that a de novo standard of review applies to our review of the trial

court’s conclusions of law. E.g., Eychaner, 202 Ill. 2d at 252 (stating that a trial court’s ruling

on the legal effect of documents is reviewed de novo); In re Marriage of Hundley, 2019 IL App

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(4th) 180380, ¶ 48 (providing that the trial court’s interpretation of a statute is reviewed de

novo). The question of whether a contract is enforceable under the public policy of the state is a

conclusion of law and turns on the particular facts and circumstances of each case. Kim v.

Citigroup, Inc., 368 Ill. App. 3d 298, 307 (2006). Accord Rome v. Upton, 271 Ill. App. 3d 517,

520 (1995).

¶ 41 Contracts – Void as Against Public Policy

¶ 42 As a general rule, courts will not enforce a private agreement that is contrary to public

policy. Id. at 519. See also Founders Insurance Co. v. Munoz, 237 Ill. 2d 424, 442 (2010)

(noting that a statute that exists for the protection of the public cannot be rewritten through a

private limiting agreement). “Public policy is the legal principle that no one may lawfully do

that which has a tendency to injure the welfare of the public.” Kim, 368 Ill. App. 3d at 307. The

public policy of this State is reflected in its constitution, its statutes, and its judicial decisions.

Rome, 271 Ill. App. 3d at 520.

¶ 43 Illinois courts apply a strict test when determining whether a contract violates public

policy. Kim, 368 Ill. App. 3d at 307. “A court will not declare a contract illegal unless it

expressly contravenes the law or a known public policy of this State, as public policy itself

strongly favors freedom to contract.” Rome, 271 Ill. App. 3d at 520.

¶ 44 Defendants contend that the Public Adjusters Law (215 ILCS 5/1501 et seq. (West 2016))

– which specifies the duties of and restrictions on public adjusters (see 215 ILCS 5/1505 (West

2016)) – precluded the roof damage consulting agreement at issue herein. According to

defendants, the Public Adjusters Law “unambiguously limits a public adjuster to adjusting first-

party insurance claims, and thus a public adjuster is prohibited from adjusting a third-party

claim.” Simply put, we reject this contention. The fact that the Public Adjusters Law addresses

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conduct regarding first-party claims does not necessarily mean that the law prohibits a public

adjuster from any involvement with a third-party claim, particularly where, as here, the public

adjuster may be performing services in another capacity, e.g., providing consultation services as

a licensed roofer. As noted above, “[b]ecause public policy itself strongly favors freedom to

contract, a court will not declare a contract illegal unless it expressly contravenes the law or a

known public policy of this state.” Kim, 368 Ill. App. 3d at 307. Unlike in certain cases cited by

defendants, there is no express contravention of Illinois law or public policy in this instance.

E.g., First National Bank of Springfield v. Malpractice Research, Inc., 179 Ill. 2d 353, 359-60

(1997) (declaring contract void where courts had strongly condemned the use of contingent fee

contracts for witness finders); Rome, 271 Ill. App. 3d at 520 (invalidating contract for

“shepherding” favorable legislation with a contingent fee due upon its passage).

¶ 45 The power to declare a private contract void as contrary to public policy “will be used

sparingly.” First National Bank of Springfield, 179 Ill. 2d at 359. In the instant case, we are

unaware of any law or public policy of our state which would compel the invalidation of the

parties’ agreement herein.

¶ 46 Unauthorized Practice of Law

¶ 47 Defendants next contend that the parties’ agreement is void and unenforceable as it

necessarily required Andrew to engage in the unauthorized practice of law. Andrew responds,

and we agree, that this argument is forfeited as defendants did not raise this issue before the trial

court. Sheth v. SAB Tool Supply Co., 2013 IL App (1st) 110156, ¶ 59. Even if we were to

interpret the issue as having been preserved by defendants’ broad arguments regarding void

contracts, defendants’ contention nevertheless fails.

¶ 48 The Illinois Supreme Court has the inherent power to define and regulate the practice of

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law. Downtown Disposal Services, Inc. v. City of Chicago, 2012 IL 112040, ¶ 14. “There is no

mechanistic formula to define what is and what is not the practice of law.” Id. ¶ 15. Rather,

courts examine the character of the acts themselves to determine if the conduct is the practice of

law. Id. Our supreme court has stated that “[t]he practice of law involves not only appearance in

court in connection with litigation but also services rendered out of court, and it includes the

giving of advice or the rendering of any services requiring the use of legal skill or knowledge,

such as preparing a will, contract or other instrument, the legal effect of which, under the facts

and conditions involved, must be carefully determined.” People ex rel. Illinois State Bar Ass’n

v. Schafer, 404 Ill. 45, 50 (1949).

¶ 49 Andrew does not appear to have rendered any services requiring legal skill or knowledge.

See id. As reflected in the parties’ agreement and as supported by the record, Andrew provided

advice regarding the proper work on the roof in his capacity as a licensed roofer. Koretge, the

general contractor retained by Travelers, viewed Andrew as knowledgeable and skilled regarding

commercial roofs. When presented with a legal issue – i.e., the structuring of the parties’

agreement – Andrew consulted with legal counsel.

¶ 50 Our supreme court’s rules regarding the practice of law are intended to safeguard the

public from individuals unqualified to practice law and to ensure the integrity of our legal

system. Downtown Disposal Services, 2012 IL 112040, ¶ 14. Under the circumstances of this

case, we cannot find that Andrew’s conduct raised any such concerns.

¶ 51 Unclean Hands

¶ 52 Defendants next assert that Andrew’s unclean hands prevent him from obtaining an

equitable award. “The unclean hands doctrine prevents a plaintiff – any plaintiff – who engages

in misconduct, fraud or bad faith directed at the defendant in connection with the matter being

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litigated from receiving any relief from a court of equity.” Prospect Development, LLC v.

Kreger, 2016 IL App (1st) 150433, ¶ 36. According to defendants, Andrew: (a) failed to disclose

certain conflicts of interest, e.g., that Vojtek was his employee’s former spouse; (b) never

explained the significance of switching from a first-party public adjuster to a third-party roofing

consultant; (c) failed to disclose certain aspects of the agreement, including the 33% contingency

fee structure; and (d) attempted to coerce Roger into sending correspondence to Travelers

containing inflated amounts.

¶ 53 The doctrine of unclean hands is applied at the trial court’s discretion and thus cannot be

disturbed on appeal absent a determination that the trial court abused its discretion. Jameson

Real Estate, 2018 IL App (1st) 171534, ¶ 84. In the instant case, there is no indication that the

trial court abused its discretion. The allegations of Andrew’s wrongdoing are primarily based on

Roger’s representations and assessments. At the conclusion of the trial, however, the court

expressly found Roger to be “not credible” and Andrew to be “generally credible.” The trial

court was in a superior position to judge the credibility of the witnesses and determine the weight

to be given to their testimony. Chicago’s Pizza, Inc., 384 Ill. App. 3d at 859. Even assuming that

the trial court did not have concerns regarding Roger’s credibility, none of the alleged

misconduct rises to a level of fraud or bad faith which would support the application of the

doctrine of unclean hands. See Jameson Real Estate, 2018 IL App (1st) 171534, ¶ 83.

¶ 54 Contract Termination and the Calculation of Damages

¶ 55 In his cross-appeal, Andrew contends that the trial court erred as a matter of law when it

found in favor of defendants on his breach of contract claim. Prior to the bench trial, the court

found that the February 2016 letter constituted effective termination but did not negate

defendants’ obligations as to the performance rendered prior to the termination. The trial court

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ultimately awarded damages under a quantum meruit theory, finding that Andrew was entitled to

33% of the difference between Travelers’ initial offer and its final offer (as opposed to 33% of

the total recovery, as provided in the contract).

¶ 56 As an initial matter, we agree with the trial court’s finding that the letter from Roger in

February 2016 effectively terminated the parties’ agreement. “It has long been recognized that

contracts of indefinite duration are generally terminable at the will of the parties.” Jespersen v.

Minnesota Mining & Manufacturing Co., 183 Ill. 2d 290, 291 (1998). We also agree with the

trial court’s assessment that Andrew was entitled to compensation for the services he performed

prior to the termination. In the absence of a contractual remedy, an action in quasi-contract, such

as quantum meruit, is available. See Archon Construction Co. v. U.S. Shelter, L.L.C., 2017 IL

App (1st) 153409, ¶ 32.

¶ 57 Quantum meruit – which literally means “as much as he deserves” – describes a cause of

action seeking recovery for the reasonable value of services which were non-gratuitously

rendered. Bernstein & Grazian, P.C. v. Grazian & Volpe, P.C., 402 Ill. App. 3d 961, 979

(2010). In order to recover under this doctrine, Andrew must prove that the services he

performed were of some measurable benefit to defendants. See id. The record supports the

conclusion that Travelers significantly increased its offer to defendants due, at least in part, to

Andrew’s efforts. The trial court in the instant case awarded Andrew a fraction of the amount by

which Travelers increased its offer to defendants during the course of their communications:

$89,265 plus costs. We may not reverse the trial court’s finding as to the reasonable value of a

plaintiff’s services unless the finding is manifestly erroneous. Fieldcrest Builders, Inc. v.

Antonucci, 311 Ill. App. 3d 597, 606 (1999). Given the lack of any affirmative showing to the

contrary in the record, we hold that the trial court’s finding as to the reasonable value of

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Andrew’s services is not manifestly erroneous. See id.2

¶ 58 Fraudulent Misrepresentation

¶ 59 Andrew alleged in count IV of his complaint that Roger fraudulently misrepresented his

ownership of the building and his ability to bind Churchill Cabinet and Chicago Gaming to the

roof damage consulting agreement. On appeal, Andrew contends that the trial court incorrectly

ruled in defendants’ favor as to this count.

¶ 60 “In order for a plaintiff to prevail on a claim of fraudulent misrepresentation, he or she

must establish the following elements: (1) a false statement of material fact; (2) known or

believed to be false by the person making it; (3) an intent to induce the plaintiff to act; (4) action

by the plaintiff in justifiable reliance on the truth of the statement; and (5) damage to the plaintiff

resulting from such reliance.” Doe v. Dilling, 228 Ill. 2d 324, 342-43 (2008). As noted above,

the standard of review in a bench trial is whether the judgment is against the manifest weight of

the evidence. Jameson Real Estate, 2018 IL App (1st) 171534, ¶ 59.

¶ 61 Among other things, the record does not suggest that Andrew was damaged by his

reliance on Roger’s alleged misrepresentations regarding his ownership and ability to

contractually bind the other defendants. Rather, Andrew was damaged by defendants’

termination of the contract and refusal to pay him for his services. We thus conclude that the

trial court’s ruling as to the fraudulent misrepresentation count was not against the manifest

weight of the evidence.

¶ 62 CONCLUSION

¶ 63 For the reasons discussed above, the judgment of the circuit court of Cook County is

2 As we affirm the trial court’s award of quantum meruit damages, we need not consider Andrew’s alternative arguments based on a theory of unjust enrichment. 16 1-19-2530 & 1-20-0832 (cons.)

affirmed in its entirety.

¶ 64 Affirmed.