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                              Appellate Court                              Date: 2017.07.17
                                                                           10:24:30 -05'00'




                  Benzakry v. Patel, 2017 IL App (3d) 160162



Appellate Court   EMIL BENZAKRY and EMIL AND SON, LLC, Plaintiffs-Appellees
Caption           and Cross-Appellants, v. PARESH PATEL and KALPITA PATEL,
                  Defendants-Appellants and Cross-Appellees.



District & No.    Third District
                  Docket No. 3-16-0162



Filed             April 5, 2017



Decision Under    Appeal from the Circuit Court of Whiteside County, No. 07-LM-128;
Review            the Hon. John L. Hauptman, Judge, presiding.



                  Affirmed in part and reversed in part; cause remanded.
Judgment


Counsel on        Alexander N. Loftus and Daniel J. Voelker, of Voelker Litigation
Appeal            Group, of Chicago, for appellants.

                  Dale G. Haake, of Katz Nowinski PC, of Moline, for appellees.



Panel             JUSTICE McDADE delivered the judgment of the court, with
                  opinion.
                  Presiding Justice Holdridge and Justice Schmidt concurred in the
                  judgment and opinion.
                                                OPINION

¶1       Plaintiff Emil Benzakry, through his company Emil & Son, LLC, entered into a purchase
     agreement with defendants Paresh and Kalpita Patel, through their company KAP Family
     Investments, LLC, to purchase a gas station in Rock Falls, Illinois. The gas station closed, and
     Benzakry sued for damages. A judgment was entered in favor of Benzakry. Defendants
     appealed, arguing (1) a claim for veil piercing cannot be tried before a jury, (2) the trial court
     abused its discretion by allowing the introduction of bank statements without proper
     foundation, (3) plaintiffs cannot prove fraud because Paresh did not proximately cause
     Benzakry’s damages, (4) plaintiffs cannot prove fraud because Benzakry did not justifiably
     rely on Paresh’s alleged misrepresentations, and (5) the corporate veil judgment against
     Kalpita was against the manifest weight of the evidence. Benzakry cross-appealed, arguing
     (1) the trial court’s grant of defendants’ motion for a directed verdict was error because
     plaintiffs are allowed to sue under the Consumer Fraud and Deceptive Business Practices Act
     (Consumer Fraud Act or Act) (815 ILCS 505/1 et seq. (West 2006)) and (2) the trial court’s
     denial of plaintiffs’ motion to amend a complaint to conform the pleadings to the proofs was
     error because there was evidence of a principal-agent relationship. We affirm in part and
     reverse in part, and the cause is remanded for further proceedings.

¶2                                               FACTS
¶3       The following facts are undisputed. Plaintiff Benzakry owned multiple businesses in
     California throughout his career. In 2005, Benzakry sold his last business and started looking
     on LoopNet1 for investments to assist him with his living expenses during his retirement.
     Benzakry came across an advertisement on the LoopNet site that stated the following:
                  “*********TRIPLE NNN LEASE[2]**********GAS STATION LOCATED IN
              ROCK FALLS, IL*******Please call for actual location************Located on a
              Major exit on the State Highway. Surrounded by Fast Food restaurants like
              McDonald’s, Arby’s[,] Burger King, Subway. 1 Million Gallon plus annual
              sale!!!!!!!!!! $300,000 inside C-store sales!!!!! EPA CLEAN PHASE I conducted!!!!!!
              13% CAP RATE!!!!!”
¶4       “K. Patel” was listed in the advertisement as the contact person for inquires, and after
     several months, Benzakry called the phone number listed. In January 2007, David Levin, a
     realtor, e-mailed Paresh the following information:
                  “I just visited with Emil and he has just some basic questions which he is going to
              write up and send to me. I will forward to you for your response. The one that has him
              more worried about any is this:



         1
           Benzakry testified that LoopNet is “an Internet, commercial Internet, it sells, all sorts of
     commercials with caps, which is like you can buy McDonald or you can buy a dollar, Family Dollar, or
     they, they don’t own their buildings, what they, they really do is that they pay you rent. You buy them,
     then you, you pay rent.”
         2
           Benzakry testified that NNN lease means “you do nothing. You sit at home and collect money.
     That’s called an armchair investment.”

                                                    -2-
                 Who is Singh & Singh LLC? We see no evidence of a personal guarantee so if the
             businesses goes bad, what leverage does the owner of the Fee have? They seem to have
             taken your word that everything is good. Some history on the Tenant will be relevant.
                 He would feel more comfortable with a Personal Guarantee and some history of
             who this gentleman or gentlemen are.”
     Paresh responded with Benzakry copied on the e-mail, stating:
                 “Singh & Singh LLC is owned by the former manager of my gas station. He has
             over 10 years of experience in managing gas stations. He was operating the Rock Falls,
             IL[,] gas station ever since I bought it in 2005. He also managed my other store in
             Le Claire, IA and in Chicago. I personally know him for the last 8 years. Since I knew
             him personally, I did not ask for a Personal Guarantee on the rental payments in the
             purchase agreement.”
     Benzakry received a copy of the lease agreement between Singh & Singh, LLC, and KAP 3
     and of the Singhs’ personal financial statements for his review. On January 12, 2007,
     Benzakry, through his company Emil & Son, entered into a purchase agreement and addendum
     for the Rock Falls gas station for $521,500. Benzakry was to receive $6000 per month in rent.
¶5       On January 24, Benzakry e-mailed Paresh with questions regarding the purchase of the gas
     station, and Paresh responded, providing his answers below Benzakry’s questions:
                 “1) who is SING & SING LLC. SINGH & SINGH, LLC is the Tenant of KAP
             Family Investments, LLC (my corporation). KAP Family Investments, LLC owns the
             Land, & Building at Rock Falls, IL and SINGH & SINGH, LLC signed a 15 years
             NNN lease to operate the Gas Station.
                 ***
                 3) according to information David and I received is that SING & SING LLC.
             operates another two gas stations, we have no evidence of that. SINGH & SINGH, LLC
             does not operate two gas stations. Mr. Singh was a manager of three gas stations that
             were owned by me.
                 ***
                 5) In what capacity was Mr. sing [sic] working for you? Mr. Singh was working as
             a Manager for the three gas stations that I own.
                 ***
                 7) In all leases I have ever seen, there always is a clause mentioning, “the leasee
             paid first last and security deposit”, this lease has no mention of that. As I mentioned
             earlier in the email that I know Mr. Signh personally for the last 8 years and have
             worked for me for the last 5 years I did not ask any security deposit from him.
                                                  ***
                 11) I object to have a tenant with an LLC. Unless he also sign a personal guaranty.
             I can get a personal guarantee signed from the tenant. Attached is the personal
             guarantee agreement.


        3
          In December 2006, KAP (Kalpita is the registered agent and sole member of KAP) and Singh &
     Singh (owned by Christopher and Anita Singh) entered into a lease agreement with respect to the Rock
     Falls gas station.

                                                  -3-
                    12) Because of the above questions, and uncertainties, which were not clear when
               we signed our agreement, and because of the leasee no proof of owning other gas
               stations as presumed earlier, I suggest this course of action, a) a personal guaranty to be
               added, not a problem.
                    b) a security deposit and last moth [sic] rent to be paid, (1 month rent as security
               deposit and last month rent for a total of $12,000 is reasonable).”
¶6         On January 26, a second addendum to the purchase agreement was executed and included
       the enforcement of a personal guarantee agreement and security deposit of $12,000. The
       addendum also contained a clause that stated:
                    “Entire Agreement. This Addenda and Agreement contain the entire agreement
               between Seller and Buyer, and there are no other terms, conditions, promises,
               undertakings, statements or representations, either written or oral or expressed or
               implied, concerning the sale contemplated by this agreement.” (Emphasis added.)
¶7         In February 2007, Benzakry and KAP closed on the gas station. At the time, a guaranty of
       lease agreement between KAP and Singh & Singh was signed. The agreement stated the
       following:
                    “1. GUARANTOR jointly, severally and unconditionally guarantees to LESSOR,
               its successors and assigns, the prompt payment by TENANT of the rents reserved in
               said LEASE and the performance by TENANT of all provisions and covenants
               contained in said LEASE for and during the original term of said LEASE and any
               renewal or renewals, extensions, modifications or amendments thereof; and if any
               default shall be made by TENANT, GUARANTOR shall pay to LESSOR, its
               successors or assigns, such sum or sums of money as will be sufficient to make up any
               such deficiency, and shall satisfy the provisions and covenants by TENANT to be
               performed.”
¶8         Benzakry received rent for the months of February to April but did not receive rent for the
       month of May. Benzakry called the station to address this issue, but no one answered. He
       called David Levin, who went to the gas station and discovered that it was closed. Levin sent
       pictures of the closed store to Benzakry that depicted an “Out of Gas” sign on the gas tanks and
       a “Sorry … Closed” sign on the gas station door.
¶9         Singh & Singh entered into an agreement with Emil & Son to relinquish possession of the
       gas station for failure to pay rent. After relinquishment, Benzakry came to Rock Falls, Illinois,
       where he continued to operate the establishment as a gas station for about a year and a half,
       after which time Benzakry turned the establishment into a retail store.4 Ultimately, Whiteside
       County seized the store due to illegal actions of the store’s manager.5
¶ 10       On August 28, 2007, Emil & Son filed a complaint against Singh & Singh, Christopher
       Singh, Anita Singh, and Jane Singh, claiming rent and damages. On April 6, 2009, Christopher
       and Anita Singh and Benzakry and Emil & Son entered into a consent judgment of
       nondischargability in the amount of $25,000.
           4
             Benzakry testified that he “tried all sorts of other things there to sell. I tried clothing ***. *** They
       go to Walmart to buy whatever I sell so that didn’t work out” and that “I turned it into a check Western
       Union—what do you call it—agency. And I turned it into a smoke shop.”
           5
             At trial, Benzakry was asked, “Was she dealing drugs out of that store?” and Benzakry answered,
       “She was.”

                                                         -4-
¶ 11        In June 2009, Emil & Son filed an amended complaint adding KAP and Paresh as
       defendants, claiming breach of contract, deceptive practices, and common-law fraud.
       Discovery commenced, and the matter was set for trial on March 15, 2011.
¶ 12        Emil & Son filed a motion for default judgment against KAP in March 2011, which the
       trial court granted and ordered KAP to pay $577,307.45.
¶ 13        In February 2013, Emil & Son filed a third amended complaint adding Kalpita as a
       defendant, claiming breach of contract, deceptive practices, and common-law fraud. Another
       amended complaint was filed in July 2013, adding Benzakry as plaintiff.
¶ 14        At trial, Benzakry testified that the financial strength of the tenant was important in his
       determination to enter into the purchase agreement. Furthermore, he testified that after he
       received the Singh & Singh lease and was assured about the tenant’s ability to pay rent by
       Paresh, Benzakry entered into the purchase agreement with KAP.
¶ 15        Paresh acknowledged that Benzakry was interested in a triple net lease and the financial
       strength of the tenant when Benzakry inquired about the gas station. He admitted that
       Christopher Singh had not operated the Rock Falls gas station since 2005, Paresh never owned
       a gas station in Chicago, and Paresh had not known Christopher Singh for eight years but
       rather eight months. Also, Paresh admitted that the annual sale of a million gallons of gas and
       $300,000 of convenience store sales were not the actual but projected figures of the gas station.
       Paresh further admitted that the figures were not identified as projected in the advertisement.
¶ 16        Christopher Singh testified that Singh & Singh signed a lease to the Rock Falls gas station
       with KAP in 2007. At the time, he had never managed a gas station, he had not known Paresh
       for eight years, and he had not worked for Paresh for five years. When he started managing the
       gas station, he was told that the rent would come out of the profits from the gas station. After
       two to three months, Singh realized he was not making enough money from the gas station to
       pay rent and told Paresh about the financial issues. Moreover, Singh testified that Paresh
       provided him the figures listed in the financial statement given to Benzakry.
¶ 17        Kalpita testified that she and her friend Anjali Agarwel formed KAP. Kalpita could not
       recall how much money she invested in KAP at the time of formation. Eventually, Kalpita
       bought Agarwel’s share in KAP and became sole owner. She was not involved in the
       day-to-day transactions of KAP: “Honestly, this is all day-to-day transactions and my
       manager, that would be my husband, he used to look after all of this. I can request you ask him
       and he can answer you better. I mean I have no clue because I was not involved in day-to-day
       transactions, no.” Kalpita admitted that she transferred funds in the amount of $8500, $31,000,
       and $40,000 to her other business, Mississippi Marketplace, transferred personal funds into an
       Amcore Bank account, and transferred money to Guy Culvert, a horse trainer. When asked
       why payments from the Amcore Bank account were made to the Patels’ horse trainer, Kalpita
       responded, “Okay. So—I don’t know how to answer this but, if you are having multiple
       businesses, as a business woman, I will rotate my money to survive, or—I just said, you know,
       financially you just ask Mr. Paresh Patel[;] he will answer anything.” Also, Kalpita testified
       that she did not have any corporate records because her husband maintained the records.
¶ 18        Defendants filed a motion for summary judgment as to counts III (breach of contract
       against Paresh), V (common-law fraud against Paresh), IX (breach of contract against Kalpita),
       and XI (common-law fraud against Kalpita), as well as a motion to dismiss counts IV
       (Consumer Fraud Act claim against Paresh) and X (Consumer Fraud Act claim against


                                                   -5-
       Kalpita). The trial court denied defendants’ motion to dismiss but granted defendants’ motion
       for summary judgment as to counts III and IX.
¶ 19       Plaintiffs filed a fourth amended complaint that added an amended count XII, which
       sought a piercing of the corporate veil and holding Kalpita personally liable for the debts of
       KAP.
¶ 20       Defendants filed a motion for a directed verdict and a combined motion for judgment
       notwithstanding the verdict, renewed motion for a directed verdict, and motion for new trial,
       all of which the trial court denied. Plaintiffs filed a motion to conform the pleadings to the
       proofs to add a principal-agent claim against Kalpita, which the trial court denied.
¶ 21       The jury found in favor of plaintiffs on counts V (common-law fraud) and XII (piercing the
       corporate veil), awarded plaintiffs $700,000 in damages, and found Kalpita personally
       responsible for the debts of KAP. This appeal followed.

¶ 22                                             ANALYSIS
¶ 23                                              I. Appeal
¶ 24                                       A. Corporate Veil Claim
¶ 25       Defendants first argue that the issue of piercing the corporate veil of KAP is for the court to
       decide, not the jury. Also, because the jury heard the corporate veil claim, the jury was
       presented substantial evidence that was completely irrelevant to the fraud claim. Thus, the
       corporate veil and fraud claims should be reversed and remanded for a retrial. Plaintiffs argue
       that, although Illinois courts have not addressed this issue, there are cases that support the
       proposition that the issue of piercing the corporate veil is a matter for the jury to decide. In the
       alternative, plaintiffs claim case law supports the proposition that courts can treat the jury’s
       decision as advisory and decide whether veil piercing would be appropriate. This appears to be
       an issue of first impression, as there are no Illinois cases that discuss this issue.
¶ 26       Defendants failed to preserve this issue for review. Dempsey v. Sternik, 147 Ill. App. 3d
       571, 580 (1986) (failure to object at the trial level constitutes a waiver unless the failure
       constitutes fundamental error). The record reveals that defendants did not file a motion to sever
       the corporate veil claim. In fact, the defendants conceded to the corporate veil claim being tried
       before a jury when defendants’ attorney stated, “No, I mean I’m not too concerned about the
       point, I want to make life easier.” Further, at the hearing on defendants’ combined motion,
       defendants’ attorney stated, “let’s get to the veil piercing issue. Uhm, we screwed up on it.
       Uhm, all three of us, I think, screwed up on the veil piercing issue. I didn’t put up much of a
       fight, you got a case, all right, whatever, you got a case.” (Emphasis added.) As a result, we
       find that defendants waived this issue. However, the waiver rule is a limitation on the parties
       and not on the reviewing court. Dillon v. Evanston Hospital, 199 Ill. 2d 483, 504-05 (2002).
       Because this is an issue of first impression, we decline to follow the waiver rule and will
       address the merits.
¶ 27       The parties have cited various cases to assist in their arguments. Two cases that relate to
       this case are FMC Finance Corp. v. Murphree, 632 F.2d 413 (5th Cir. 1980), and International
       Financial Services Corp. v. Chromas Technologies Canada, Inc., 356 F.3d 731 (7th Cir.
       2004), both of which address whether a corporate veil claim in a diversity case is tried before a
       court or jury when applying substantive Illinois law and federal procedural law.



                                                    -6-
¶ 28        In Murphree, the Fifth Circuit determined that the issue of piercing the corporate veil is one
       for the jury. Murphree, 632 F.2d at 421 n.5. However, the Seventh Circuit in Chromas
       Technologies decided not to follow the Fifth Circuit’s decision because it found that the Fifth
       Circuit’s determination lacked authority to support its assertion. Chromas Technologies, 356
       F.3d at 738-39. Instead, the Seventh Circuit found that, under Illinois law, piercing the
       corporate veil is an equitable claim because the theory is only available to remove injustice or
       inequity, the application of the theory is a matter of discretion, and the theory does not always
       result in money damages. Id. at 737. A district court must make an independent judgment as to
       any equitable issue; therefore, the Seventh Circuit found that, under Illinois law, corporate veil
       claims are to be determined by the court. Id. at 735, 737.
¶ 29        Although these cases provide guidance, they are restricted to the application of federal
       procedural law. Therefore, it is important to look to Illinois substantive law and any applicable
       Illinois procedural law to assist in this analysis.
¶ 30        Illinois courts have established that corporate veil claims are equitable in nature. Buckley v.
       Abuzir, 2014 IL App (1st) 130469, ¶ 29 (discussing Fontana v. TLD Builders, Inc., 362 Ill.
       App. 3d 491 (2005), and noting that a corporate veil claim is an equitable remedy); Fontana,
       362 Ill. App. 3d at 500 (“ ‘[t]he doctrine of piercing the corporate veil is an equitable remedy’ ”
       (quoting Peetoom v. Swanson, 334 Ill. App. 3d 523, 527 (2002))); In re Rehabilitation of
       Centaur Insurance Co., 238 Ill. App. 3d 292, 300 (1992) (“[t]he doctrine of ‘piercing the
       corporate veil’ is an equitable remedy” (citing Tilley v. Shippee, 12 Ill. 2d 616, 623 (1958))).
¶ 31        Also, it is well established in Illinois that there is no right to a jury trial in equitable claims.
       Lazarus v. Village of Northbrook, 31 Ill. 2d 146, 148 (1964) (“There was then and there is now
       no constitutional right of trial by jury in equity.”); Martin v. Strubel, 367 Ill. 21, 22-23 (1937)
       (“[i]n this State the guaranty of the right to a jury trial does not extend to cases of equity
       jurisdiction”); Cooper v. Williams, 60 Ill. App. 3d 634, 635 (1978) (“Except in certain
       statutorily enumerated situations, the constitutional guaranty of a jury trial applies only to
       actions known to the common law and is not a matter of right in equity proceedings.”).
¶ 32        However, in Illinois, the trial court does have discretion to direct equitable claims to be
       heard by a jury. Section 2-1111 of the Code of Civil Procedure states, “The court may in its
       discretion direct an issue or issues to be tried by a jury, whenever it is judged necessary in any
       action seeking equitable relief.” 735 ILCS 5/2-1111 (West 2014). Our court has applied this
       Illinois procedure. Kjellesvik v. Shannon, 41 Ill. App. 3d 674, 678 (1976) (“the granting of a
       jury trial in equity cases is discretionary with the trial court”).
¶ 33        Here, the record shows that the parties presented arguments on the issue of trying the
       corporate veil claim before the jury. The trial court stated that it would consider the parties’
       arguments and supporting case law and decide whether the claim will be heard before a jury.
       Afterward, the claim was heard before the jury without objection. In light of the circumstances,
       the trial court exercised its discretion to bring the corporate veil claim before the jury.
       Therefore, we find the corporate veil claim was properly tried before a jury pursuant to section
       2-1111.




                                                       -7-
¶ 34                                   B. Business Records Exception
¶ 35       Defendants argue the court abused its discretion by admitting computer-generated bank
       records of an account held by KAP without foundation as required by Illinois Rule of Evidence
       803(6) (eff. Apr. 26, 2012) and Illinois Supreme Court Rule 236 (eff. Aug. 1, 1992).
¶ 36       Rule 803(6) is applicable in both criminal and civil cases. It states:
                    “The following are not excluded by the hearsay rule, even though the declarant is
               available as a witness:
                                                      ***
                    (6) Records of Regularly Conducted Activity. A memorandum, report, record, or
               data compilation, in any form, of acts, events, conditions, opinions, or diagnoses, made
               at or near the time by, or from information transmitted by, a person with knowledge, if
               kept in the course of a regularly conducted business activity, and if it was the regular
               practice of that business activity to make the memorandum, report, record or data
               compilation ***.” Ill. R. Evid. 803(6) (eff. Apr. 26, 2012).
¶ 37       Rule 236 applies exclusively to civil cases. It states:
               “Any writing or record, whether in the form of any entry in a book or otherwise, made
               as a memorandum or record of any act, transaction, occurrence, or event, shall be
               admissible as evidence of the act, transaction, occurrence, or event, if made in the
               regular course of any business, and if it was the regular course of the business to make
               such a memorandum or record at the time of such an act, transaction, occurrence, or
               event or within a reasonable time thereafter. All other circumstances of the making of
               the writing or record, including lack of personal knowledge by the entrant or maker,
               may be shown to affect its weight, but shall not affect its admissibility. The term
               ‘business,’ as used in this rule, includes business, profession, occupation, and calling of
               every kind.” Ill. S. Ct. R. 236 (eff. Aug. 1, 1992).
¶ 38       For computer-generated records, a party must establish “ ‘the equipment which produced
       the record is recognized as standard, the entries were made in the regular course of business at
       or reasonably near the happening of the event recorded and the sources of information, method
       and time of preparation were such as to indicate their trustworthiness and to justify their
       admission.’ ” US Bank, National Ass’n v. Avdic, 2014 IL App (1st) 121759, ¶ 25 (quoting
       Riley v. Jones Brothers Construction Co., 198 Ill. App. 3d 822, 829 (1990)). The standard for
       determining whether records are admissible as business records is abuse of discretion. Id.
¶ 39       The business record exception requires evidence related to the document’s creation. See
       Apa v. National Bank of Commerce, 374 Ill. App. 3d 1082 (2007). In Apa, the defendant
       argued that the plaintiff did not lay a proper foundation for a bank statement needed to meet the
       business records exception. Id. at 1085-86. Noting that mere retention, without evidence of the
       document’s creation, does not meet the business records exception, the First District
       determined that plaintiff did not lay a proper foundation for the exception. Id. at 1088.
       Specifically, plaintiff only testified to keeping the records in the regular course of business and
       did not testify to the document’s creation. Id. “Without proper authentication and identification
       of the document, the proponent of the evidence has not provided a proper foundation and the
       document cannot be admitted into evidence.” (Internal quotation marks omitted.) Id.
¶ 40       As in Apa, there is no evidence in the record of the instant case that shows the bank
       statements were made in the regular course of business. Specifically, there is no evidence,

                                                    -8-
       through testimony or affidavit, of the bank statement’s creation. Furthermore, there is no
       evidence in the record, through testimony or affidavit, that shows it was regular practice for
       Paresh to keep KAP’s bank statements. Therefore, plaintiffs did not meet the business records
       exception requirements. See Ill. S. Ct. R. 236 (eff. Aug. 1, 1992); Apa, 374 Ill. App. 3d at 1088.
¶ 41       In their brief, defendants mentioned a possible admission of the bank statements under the
       recorded recollection exception. The requirements for the recorded recollection exception are:
                “(1) the witness had firsthand knowledge of the recorded event; (2) the written
                statement was made at or near the time of the event and while the witness had a clear
                and accurate memory of it; (3) the witness lacks present recollection of the event; and
                (4) the witness can vouch for the accuracy of the written statement.” (Internal quotation
                marks omitted.) Kociscak v. Kelly, 2011 IL App (1st) 102811, ¶ 26.
       See Ill. R. Evid. 803(5) (eff. Apr. 26, 2012).
¶ 42       However, for the same reasons stated above, defendant does not provide any evidence to
       show that Paresh could attest to the accuracy of the bank statements. Thus, the plaintiffs did not
       meet the requirements of the recorded recollection exception. See Ill. R. Evid. 803(5) (eff. Apr.
       26, 2012).
¶ 43       The trial court’s error in admitting the bank statements without proper foundation will not
       be overturned if the error was harmless. Lorenz v. Pledge, 2014 IL App (3d) 130137, ¶ 18
       (“Where a trial court abuses its discretion in admitting evidence, a reviewing court should
       grant a new trial only where the error was substantially prejudicial and affected the outcome of
       the case.” (Internal quotation marks omitted.)).
¶ 44       Although the bank records were relevant to the corporate veil claim, Paresh’s testimony
       was cumulative. Paresh was cross-examined regarding the issue of commingling funds as
       evidenced in the bank statements. Kalpita also testified to the commingling of funds seen in the
       same bank statements without objection on the foundation. We believe defendants were not
       prejudiced, and therefore, the trial court’s error was harmless.

¶ 45                                C. Proximate Result in Fraud Claim
¶ 46        Defendants argue that plaintiffs failed to present evidence that proved plaintiffs suffered
       damages as a proximate result of Paresh’s alleged misrepresentations. Plaintiffs argue that
       Paresh’s misrepresentations regarding Singh & Singh’s ability to pay rent were the proximate
       cause of plaintiffs’ lost rental income.
¶ 47        Defendants request that this court review the trial court’s denial of defendants’ motion for
       summary judgment or their motion for a directed verdict. “[I]f a motion for summary judgment
       is improperly denied the error is not reversible for the result becomes merged in the subsequent
       trial.” Home Indemnity Co. v. Reynolds & Co., 38 Ill. App. 2d 358, 367 (1962). Therefore, only
       the trial court’s denial of defendants’ motion for directed verdict will be reviewed.
¶ 48        A motion for directed verdict will not be granted unless all of the evidence so
       overwhelmingly favors the movant that no contrary verdict could stand. Krywin v. Chicago
       Transit Authority, 238 Ill. 2d 215, 225 (2010). All of the evidence must be construed in the
       light most favorable to the nonmoving party. Id. The standard of review for a motion for a
       directed verdict is de novo. Id.
¶ 49        The elements of fraudulent misrepresentation are: “(1) a false statement or omission of
       material fact; (2) knowledge or belief of the falsity by the party making it; (3) intention to

                                                   -9-
       induce the other party to act; (4) action by the other party in reliance on the truth of the
       statements; and (5) damage to the other party resulting from such reliance.” Weidner v. Karlin,
       402 Ill. App. 3d 1084, 1087 (2010). “Proximate cause means any cause which, in natural or
       probable sequence, produced the injury complained of. It need not be the sole cause or the last
       or nearest cause.” Capiccioni v. Brennan Naperville, Inc., 339 Ill. App. 3d 927, 937 (2003).
       The trial court’s finding on a count of fraud will not be disturbed unless it was against the
       manifest weight of the evidence. Hassan v. Yusuf, 408 Ill. App. 3d 327, 350-51 (2011).
¶ 50       Plaintiffs established proximate cause sufficiently to constitute fraud. Benzakry testified
       that his purpose for purchasing the gas station was to pursue a triple net lease, which allows a
       purchaser to collect rent from a tenant. Paresh made representations regarding the tenant’s
       reliability and trustworthiness when he made statements to Benzakry regarding his relationship
       with the tenant in an e-mail. Paresh acknowledged in his testimony that some of the
       representations were false. Shortly after, the tenant was unable to pay the rent due to financial
       problems with the gas station. In fact, Christopher Singh testified that he had actually been
       having trouble paying the rent and had told Paresh about it. Benzakry lost rent profits as a
       direct result of the tenant’s inability to pay the rent. Therefore, we find plaintiffs established
       proximate cause to constitute fraud.
¶ 51       Also, defendants argue that the jury’s verdict was against the manifest weight of the
       evidence. A jury’s findings will not be set aside unless it appears that such findings are clearly
       or palpably against and contrary to the manifest weight of the evidence. Izzo v. Zera, 57 Ill.
       App. 2d 263, 267 (1965). A verdict cannot be said to be against the manifest weight of the
       evidence unless an opposite conclusion is clearly evident. Id. at 267-68. Based on the
       information above, we hold that the jury’s verdict was not against the manifest weight of the
       evidence.

¶ 52                                     D. Reliance in Fraud Claim
¶ 53       Defendants argue that plaintiffs failed to present any evidence to prove Paresh’s alleged
       false statements were material or that plaintiffs justifiably relied on the alleged false
       statements. Plaintiffs allege that Benzakry sought a triple net lease for the purpose of collecting
       rental income and the tenant’s ability to pay was important, Paresh made representations about
       Christopher Singh’s ability to pay the rent, and Benzakry relied on Paresh’s representations.
¶ 54       As stated above, one of the elements of fraudulent misrepresentation requires that the
       allegedly aggrieved party justifiably relied on the statements made by the other party. Weidner,
       402 Ill. App. 3d at 1087. In determining justifiable reliance, courts consider all of the
       circumstances, including “the parties’ relative knowledge of the facts available, opportunity to
       investigate the facts and prior business experience.” Hassan, 408 Ill. App. 3d at 350. A party’s
       reliance is justified when defendant has created a “false sense of security or blocked further
       inquiry, provided that the facts were not such as to put a reasonable person on inquiry.” Id.
       Furthermore, “[I]n the absence of circumstances putting a reasonable person on inquiry, that
       person is justified in relying on a representation without engaging in further inquiry, especially
       where the misrepresentation concerns matters which may be assumed to be within the
       knowledge of the party making them.” Id. at 351. The trial court’s finding on a count of fraud
       will not be disturbed unless it was against the manifest weight of the evidence. Id. at 350-51.
       As stated above, the trial court’s denial of defendants’ motion for a directed verdict will be
       reviewed rather than the motion for summary judgment.

                                                   - 10 -
¶ 55       Plaintiffs established justifiable reliance sufficiently to constitute fraud. Benzakry testified
       that his purpose for purchasing the gas station was to pursue a triple net lease, which allowed a
       purchaser to collect rent from a tenant. Paresh made representations regarding the tenant’s
       financial reliability and trustworthiness when he made statements regarding his relationship
       with the tenant to Benzakry in an e-mail. Paresh acknowledged in his testimony that some of
       the representations were false. Benzakry relied on the misrepresentations because he testified
       that the reliability of the tenant was important to his decision to purchase a gas station under a
       net lease. Furthermore, Benzakry testified that the sole purpose of a net lease is for the
       purchaser to collect rent on the property. Therefore, we determine Benzakry justifiably relied
       on Paresh’s misrepresentations.
¶ 56       Also, defendants argue that the jury’s verdict was against the manifest weight of the
       evidence. A jury’s findings will not be set aside unless it appears that such findings are clearly
       or palpably against and contrary to the manifest weight of the evidence. Izzo v. Zera, 57 Ill.
       App. 2d 263, 267 (1965). A verdict cannot be said to be against the manifest weight of the
       evidence unless an opposite conclusion is clearly evident. Id. at 267-68. Based on the
       foregoing analysis on this issue, we find the jury’s verdict was not against the manifest weight
       of the evidence.
¶ 57       Defendants further argue that plaintiffs cannot rely on any representations that are not in
       the purchase agreement because plaintiffs signed a nonreliance agreement. Plaintiffs claim the
       addendum is a standard merger or integration clause, not a nonreliance clause.
¶ 58       Benson v. Stafford, 407 Ill. App. 3d 902 (2010), provides guidance in determining whether
       the parties’ agreement contained a nonreliance clause. In Benson, defendants argued that a
       nonreliance clause in the parties’ agreement defeated plaintiff’s claim of reliance. Id. at 921.
       The clause stated, in relevant part:
                “ ‘No reliance is placed on any warranty, representation, opinion, advice or assertion
                of fact made either prior to, contemporaneous with, or after entering into this
                Agreement, or any amendment or supplement thereto, by any Party or its directors,
                officers, employees or agents, to any other Party or its directors, officers, employees or
                agents, except to the extent that the same has been reduced to writing and included as a
                term of this Agreement ***.’ ” (Emphases added.) Id. at 909.
¶ 59       The First District ruled that the language in the agreement constituted a nonreliance clause.
       The court distinguished Zimmerman v. Northfield Real Estate, Inc., 156 Ill. App. 3d 154
       (1986), noting that the clause in Zimmerman did not contain nonreliance language that existed
       in the Benson case. Benson, 407 Ill. App. 3d at 927; Zimmerman, 156 Ill. App. 3d at 159
       (“neither the Seller, broker nor any of their agents have made representations with respect to
       any material fact relating to the real estate, its improvements and included personal property
       unless such representations are in writing”). The court found, inter alia, that language
       describing a party’s agreement not to rely on any representations determined the existence of a
       nonreliance clause. Benson, 407 Ill. App. 3d at 927. In other words, Benson held that a
       nonreliance clause requires inclusion of specific nonreliance language. Id.
¶ 60       In this case, there was no nonreliance language in the clause contained in the parties’ sales
       agreement. In fact, there is no mention of the word “reliance” or any associated term in the
       clause. Thus, there is no nonreliance clause in the agreement. Accordingly, we hold the parties’
       agreement does not defeat plaintiffs’ fraud claim.


                                                    - 11 -
¶ 61                         E. Corporate Veil Judgment Against Kalpita Patel
¶ 62       Defendants argue plaintiffs provided no evidence to justify piercing the corporate veil of
       KAP and holding Kalpita personally liable for KAP’s default judgment.
¶ 63       A jury’s findings will not be set aside unless it appears that such findings are clearly or
       palpably against and contrary to the manifest weight of the evidence. Izzo v. Zera, 57 Ill. App.
       2d 263, 267 (1965). A verdict cannot be said to be against the manifest weight of the evidence
       unless an opposite conclusion is clearly evident. Id. at 267-68.
¶ 64       A corporation exists separate and distinct from its shareholders, directors, and officers.
       Jacobson v. Buffalo Rock Shooters Supply, Inc., 278 Ill. App. 3d 1084, 1088 (1996). Generally,
       the shareholders, directors, and officers are not liable for the corporation’s obligations. Id. The
       requirements for piercing the corporate veil and holding a shareholder responsible for the
       corporation’s obligations are “(1) a unity of interest and ownership that causes the separate
       personalities of the corporation and the individual to no longer exist; and (2) the presence of
       circumstances under which adherence to the fiction of a separate corporate existence would
       sanction a fraud, promote injustice or promote inequitable consequences.” Id.
¶ 65       “Courts are reluctant to pierce the corporate veil.” Id. Accordingly, a party seeking to
       pierce the corporate veil has the burden to make a substantial showing that the shareholder is
       not acting separately and distinctly from the corporation. Id. Courts look at various factors in
       determining whether to pierce the corporate veil, including inadequate capitalization, failure to
       issue stock, failure to observe corporate formalities, nonpayment of dividends, insolvency of
       the debtor corporation, nonfunctioning of the other officers or directors, absence of corporate
       records, commingling of funds, diversion of assets from the corporation by or to a shareholder,
       failure to maintain arm’s length relationships among related entities, and whether the
       corporation is a mere facade for the operation of the dominant shareholders. Id.
¶ 66       The record discloses that KAP had inadequate capitalization. Singh & Singh signed a lease
       with KAP in December 2006. By March 2007, KAP was having financial issues because it had
       made several insufficient fund transactions and the Patels were transferring money into the
       KAP account, including $17,000 of Paresh’s money to KAP in April 2007. It is inequitable for
       shareholders to establish and maintain a corporation that carries on business without sufficient
       assets available to meet its debt. See Stap v. Chicago Aces Tennis Team, Inc., 63 Ill. App. 3d
       23, 28-29 (1978) (citing Henry Winthrop Ballantine, Ballantine on Corporations 302-03 (rev.
       ed. 1946)).
¶ 67       Also, the record shows that Kalpita was a nonfunctioning shareholder. Specifically,
       Kalpita was the sole member of KAP, but her testimony indicates that she was not involved
       with the activities of KAP. Kalpita testified that she trusted her husband to handle the finances
       in the business. When asked about the Amcore Bank statements, Kalpita responded,
       “Honestly, this is all day-to-day transaction and my manager, that would be my husband, he
       used to look after all of this. I can request you ask him and he can answer you better. I mean I
       have no clue because I was not involved in day-to-day transaction, so.”
¶ 68       Lastly, the record shows Kalpita commingled funds. Transactions in the bank statements
       show money being transferred to the Patels’ horse farm. When asked, “Do you know why the
       gas station account was paying the horse trainer?” Kalpita responded, “Okay. So—I don’t
       know how to answer this but, if you are having multiple businesses, as a businesswoman I will
       rotate my money to survive, or—I just said, you know, financially you just ask Mr. Paresh
       Patel[;] he will answer anything.” There were also funds in the amount of $8500, $40,000, and

                                                   - 12 -
       $31,000 transferred between the KAP account and the Patels’ other gas station in Le Claire,
       Iowa, where Kalpita was the sole shareholder.
¶ 69       Based on this information, we determine the jury’s verdict, piercing KAP’s corporate veil
       and holding Kalpita liable for KAP’s damages, was not against the manifest weight of the
       evidence.

¶ 70                                             II. Cross-Appeal
¶ 71                                    A. Consumer Fraud Act Counts
¶ 72        Plaintiffs argue that the trial court erred when it granted defendants’ motion for a directed
       verdict as to counts IV (Consumer Fraud Act claim against Paresh) and X (Consumer Fraud
       Act claim against Kalpita). Specifically, plaintiffs claim that they do not have to prove a
       misrepresentation involves trade practices addressed to the market generally as once
       implicated in case law because the 1990 amendment to section 10(a) of the Consumer Fraud
       Act (Pub. Act 86-801, § 1 (eff. Jan. 1, 1990) (amending 815 ILCS 505/10a)) states “proof of
       public injury, a pattern, or an effect on consumers generally shall not be required.” (Emphasis
       added.)
¶ 73        The parties dispute whether a misrepresentation must involve trade practices addressed to
       the market generally pursuant to section 10a of the Consumer Fraud Act. 815 ILCS 505/10a
       (West 2006). This is an issue of statutory interpretation and is reviewed de novo. Landis v.
       Marc Realty, L.L.C., 235 Ill. 2d 1, 6 (2009).
¶ 74        The fundamental rule of statutory interpretation is to ascertain and give effect to the intent
       of the legislature. Ryan v. Board of Trustees of the General Assembly Retirement System, 236
       Ill. 2d 315, 319 (2010). The most reliable indicator of that intent is the language of the statute
       itself. Id. In determining the plain meaning of statutory language, a court will consider the
       statute in its entirety, the subject the statute addresses, and the apparent intent of the legislature
       in enacting the statute. Blum v. Koster, 235 Ill. 2d 21, 29 (2009). If the statutory language is
       clear and unambiguous, it must be applied as written, without resorting to further aids of
       statutory interpretation. Hendricks v. Board of Trustees of the Police Pension Fund, 2015 IL
       App (3d) 140858, ¶ 14.
¶ 75        Section 10a states:
                “Any person who suffers actual damage as a result of a violation of this Act committed
                by any other person may bring an action against such person. The court, in its discretion
                may award actual economic damages or any other relief which the court deems proper;
                provided, however, that no award of punitive damages may be assessed under this
                Section against a party defendant who is a new vehicle dealer or used vehicle dealer
                within the meaning of Chapter 5 of the Illinois Vehicle Code or who is the holder of a
                retail installment contract within the meaning of Section 2.12 of the Motor Vehicle
                Retail Installment Sales Act, unless the conduct engaged in was willful or intentional
                and done with evil motive or reckless indifference to the rights of others. Proof of a
                public injury, a pattern, or an effect on consumers and the public interest generally
                shall be required in order to state a cause of action under this Section against a party
                defendant who is a new vehicle dealer or used vehicle dealer within the meaning of
                Chapter 5 of the Illinois Vehicle Code or who is the holder of a retail installment



                                                    - 13 -
                 contract within the meaning of Section 2.12 of the Motor Vehicle Retail Installment
                 Sales Act.” (Emphasis added.) 815 ILCS 505/10a (West 2006).
¶ 76        The statement “[p]roof of a public injury, a pattern, or an effect on consumers generally
       shall not be required” was added to the statute through Public Act 86-801 (eff. Jan. 1, 1990),
       but the legislature removed the word “not” in Public Act 89-144 (eff. Jan. 1, 1996) and made
       “proof of a public injury, a pattern, or an effect on consumers and the public interest generally”
       required in cases against new or used vehicle dealers.
¶ 77        It seems that when the language was moved, the legislature did not intend to require that a
       party show proof of public injury generally but added the language further in the paragraph to
       place emphasis on the requirement to show public injury only in cases against a defendant who
       is a new or used vehicle dealer. See Grimaldi v. Webb, 282 Ill. App. 3d 174, 182 (1996) (“This
       amendment is clearly a change in the law, not a mere clarification, as it is specifically carving
       out actions against vehicle dealers from the rule that proof of public injury or a pattern is not
       required.”). To insinuate that the legislature now placed a general requirement to show proof of
       public injury would be departing from the language of the statute, which cannot be done. See
       Ryan v. Board of Trustees of the General Assembly Retirement System, 236 Ill. 2d 315, 319
       (2010) (“[w]here the statutory language is clear and unambiguous, we will enforce it as written
       and will not read into it exceptions, conditions, or limitations that the legislature did not
       express”). Therefore, we find the 1996 amendment did not change the meaning of section 10a,
       and thus, no public injury needs to be proven.
¶ 78        Regardless, we note that there is evidence of public injury because Paresh misrepresented
       the gasoline and convenience store sales in the advertisement. Paresh placed an advertisement
       for the purchase of a triple net lease for the gas station on a website accessed by the general
       public. At trial, Paresh admitted that the annual sale of a million gallons of gas and $300,000 of
       convenience store sales stated in the advertisement were not actual but projected figures and
       that he did not disclose that the figures were projected in the advertisement.
¶ 79        Also, defendants argue that plaintiffs cannot bring a suit under the Consumer Fraud Act
       because defendants do not meet the statutory definitions of “merchandise” and “consumer”
       under the Consumer Fraud Act.
¶ 80        The Consumer Fraud Act allows purchasers of real estate to bring a claim before the court.
       In Beard v. Gress, 90 Ill. App. 3d 622, 627 (1980), the Fourth District addressed the issue of
       whether a domestic purchaser of real estate had standing to sue under the Consumer Fraud Act.
       The court stated that prior to 1973, section 2 of the Consumer Fraud Act was limited to the sale
       and advertisement of merchandise. Id. However, after 1973, the General Assembly added the
       words “trade” and “commerce” to the Act, which broaden the protection “beyond matters
       connected with the sale or advertisement of merchandise to the conduct of any trade or
       commerce.” Id. Furthermore, the Act added the word “businessman,” which created an
       additional protected group. Because of this, the Fourth District concluded that section 2 also
       protected purchasers of real estate to sue for violations even though they do not meet the
       definition of “consumer” under the Consumer Fraud Act. “Any other interpretation would give
       the obviously unintended result of protecting businessmen who purchase real estate but giving
       no such protection to other citizens who do so.” Thus, we hold plaintiffs can bring a claim
       against defendants under the Consumer Fraud Act without meeting statutory definitions of
       “merchandise” and “consumer.”


                                                   - 14 -
¶ 81       Next, we determine whether plaintiffs are entitled to judgment under the Consumer Fraud
       Act. Section 2 of the Consumer Fraud Act states unfair or deceptive acts or practices, including
       fraud and misrepresentation, are a violation of the Act. 815 ILCS 505/2 (West 2006). To prove
       deceptive acts or practices, a party must show “(1) a deceptive act or practice by the defendant,
       (2) the defendant’s intent that plaintiff rely on the deception, (3) the occurrence of the
       deception during a course of conduct involving trade or commerce, (4) actual damage to the
       plaintiff [and] (5) proximately caused by the deception.” Ramirez v. Smart Corp., 371 Ill. App.
       3d 797, 806 (2007) (citing Avery v. State Farm Mutual Automobile Insurance Co., 216 Ill. 2d
       100, 180 (2005)).
¶ 82       We believe defendants engaged in deceptive acts when they knowingly misrepresented
       information in their advertisement and in their e-mails to Benzakry as stated in detail above.
       See Siegel v. Levy Organization Development Co., 153 Ill. 2d 534, 543 (1992) (“it is
       unquestionable that so long as the alleged deception occurred in a course of conduct involving
       trade or commerce, facts satisfying a claim for common law fraud will necessarily satisfy a
       claim under the [Consumer Fraud] Act”). Therefore, we grant judgment on counts IV and X in
       favor of plaintiffs and against defendants. Plaintiffs request that this claim be remanded for the
       sole purpose of assessing attorney fees. Section 10a of the Consumer Fraud Act grants the trial
       court discretion to award damages that the court deems proper. 815 ILCS 505/10a (West
       2006). Because plaintiffs are eligible for attorney fees, the trial court has the discretion to
       award attorney fees on remand.

¶ 83                           B. Motion to Conform Pleadings to the Proofs
¶ 84       Plaintiffs argue that the trial court erred when it denied their motion to amend the
       complaint to conform the pleadings to the proofs. In their motion, plaintiffs alleged that
       Kalpita was the sole member of KAP and that her husband, Paresh, acted as her agent.
¶ 85       Section 2-616(c) states: “A pleading may be amended at any time, before or after
       judgment, to conform the pleadings to the proofs, upon terms as to costs and continuance that
       may be just.” 735 ILCS 5/2-616(c) (West 2006). The test is “whether the allowance of the
       amendment furthers the ends of justice.” American National Bank & Trust Co. of Chicago v.
       Dozoryst, 256 Ill. App. 3d 674, 678 (1993). This includes whether “the amendments alter[ed]
       the nature of proof required to defend” and whether “the other party would be prejudiced or
       surprised.” Id. at 679. “Any doubt as to whether pleadings should be amended should be
       resolved in favor of an amendment.” Id. The standard of review is abuse of discretion. Cirro
       Wrecking Co. v. Roppolo, 153 Ill. 2d 6, 24 (1992).
¶ 86       Here, the record shows evidence of a principal-agent relationship. “Under the doctrine of
       respondeat superior, a principal may be held liable for the negligent actions of an agent that
       caused a plaintiff’s injury, even if the principal does not himself engage in any conduct in
       relation to the plaintiff.” Sperl v. C.H. Robinson Worldwide, Inc., 408 Ill. App. 3d 1051, 1057
       (2011). Kalpita became the sole member of KAP after buying all the company shares, and
       Paresh became the sole manager. At various points in her testimony, Kalpita testified that she
       could not answer certain questions because Paresh kept the business records and handled the
       day-to-day transactions of the business. Her testimony indicates that she heavily and almost
       exclusively relied on Paresh to maintain KAP. Based on this information, amending the
       pleadings would not alter the nature of evidence required to defend the principal-agent claim.


                                                   - 15 -
¶ 87        Furthermore, defendants were not prejudiced or surprised by plaintiffs’ principal-agent
       claim. In fact, plaintiffs included a principal-agent relationship allegation in their fourth
       amended complaint. In the complaint, under amended count XII, it states:
                    “23. At all times material hereto Defendant Kalpita was either a co-member or the
                sole member of KAP Family Investments, Inc.
                    24. As such, she delegated the authority to act on KAP’s behalf to Paresh Patel
                who acted on behalf of the LLC.” (Emphasis added.)
       Because defendants were aware of this count, they would not be prejudiced or surprised if the
       pleadings were amended. Therefore, we determine the trial court erred when it denied
       plaintiffs’ motion to conform pleadings to the proofs.
¶ 88        Turning to plaintiffs’ request for judgment, we found the record reveals evidence of a
       principal-agent relationship between Paresh and Kalpita. As stated previously, Kalpita had
       little involvement with her own business because she trusted her husband to handle the
       finances in the business, allowed her husband to do all the day-to-day transactions, and
       allowed him to possess and maintain all the business records. Therefore, we grant judgment in
       favor of plaintiffs and against defendants on the principal-agent claim.
¶ 89        Defendants argue that plaintiffs’ principal-agent relationship claim is time-barred by the
       statute of limitations for common-law fraud. However, as plaintiffs have argued, Kalpita’s
       bankruptcy case tolled the fraud claim during the five-year limitations period. In fact,
       defendants’ attorney conceded to the tolling, stating: “To save some time, he is right on the
       bankruptcy tolling thing. So the statute of limitations argument he is right on.” Because of
       defendants’ attorney’s comment, the trial court excluded the statute of limitations argument
       from its ruling: “With regard to the Motion to Conform The Pleadings To The Proofs, uhm,
       with the exception of the argument that the statute of limitations has expired, because Mr.
       Loftus conceded that argument, with that exception I find more compelling the written and oral
       arguments made by defense, and accordingly the motion, that post-trial motion is also denied.”
       (Emphasis added.) Thus, defendants’ argument fails on this issue.
¶ 90        The record is unclear, and the parties have not briefed, regarding the exact calculation of
       damages as it pertains to KAP’s default judgment and its effect on the $700,000 final
       judgment. Therefore, we remand this case for a new calculation of damages and costs,
       including an assessment of attorney fees and any damages related to plaintiffs’ principal-agent
       claim.

¶ 91                                        CONCLUSION
¶ 92       The judgment of the circuit court of Whiteside County is affirmed in part and reversed in
       part, and the cause is remanded for further proceedings.

¶ 93      Affirmed in part and reversed in part; cause remanded.




                                                  - 16 -
