                                      2017 IL 121199



                                         IN THE
                                SUPREME COURT
                                            OF
                          THE STATE OF ILLINOIS



                            (Docket Nos. 121199, 121241 cons.)

     In re ESTATE OF THOMAS F. SHELTON (Ruth Ann Alford, Executor, Appellant v.
                          Rodney I. Shelton, Appellee).


                                Opinion filed May 18, 2017.



          JUSTICE BURKE delivered the judgment of the court, with opinion.

         Chief Justice Karmeier and Justices Freeman, Thomas, Kilbride, Garman, and
      Theis concurred in the judgment and opinion.



                                         OPINION

¶1        The two consolidated appeals before this court concern the duties owed by an
      agent to a principal under a power of attorney for property. Ruth Ann Alford was
      named as executor of the estates of her parents, Thomas and Doris Shelton,
      following their deaths in 2012. In her capacity as executor, Ruth Ann filed two
      actions on behalf of the estates in the circuit court of Grundy County against her
      brother, Rodney Shelton. Both actions concerned quitclaim deeds signed by
     Thomas in 2011 which conveyed farmland to Rodney and his wife. At the time of
     these transactions, Rodney was designated as the successor agent under both
     Thomas’s and Doris’s powers of attorney. The estates alleged that Rodney
     breached his fiduciary and statutory duties as an agent by personally benefitting
     from the real estate transactions.

¶2       The circuit court dismissed both actions pursuant to sections 2-619(a)(9) and
     2-615 of the Code of Civil Procedure (Code) (735 ILCS 5/2-615, 2-619(a)(9) (West
     2010)), respectively. The cases were consolidated on appeal. The appellate court
     affirmed the dismissal of the action involving Thomas’s estate and reversed the
     dismissal of the action involving Doris’s estate. In re Estate of Shelton, 2016 IL
     App (3d) 140163. For the reasons that follow, we find that both actions were
     properly dismissed by the circuit court. We thus affirm in part and reverse in part
     the appellate court’s judgment.


¶3                                    BACKGROUND

¶4       On January 18, 2005, Thomas and Doris each executed durable powers of
     attorney using the “Illinois Statutory Short Form Power of Attorney for Property.”
     The documents were substantively identical, with the principals—Thomas and
     Doris—designating each other as their agent, also known as an “attorney-in-fact.”
     Among other powers, they granted the agent the power to sell or otherwise dispose
     of real property during the principal’s lifetime after the principal became disabled.
     Both principals designated their son, Rodney, as the successor agent and their
     daughter, Ruth Ann, as the successive successor agent. The documents include the
     following paragraph pertaining to successor agents:

            “8. If any agent named by me shall die, become incompetent, resign or
        refuse to accept the office of agent, I name the following (each to act alone and
        successively, in the order named) as successor(s) to such agent:

                my son Rodney I. Shelton

                my daughter Ruth Ann Alford

        For purposes of this paragraph 8, a person shall be considered to be
        incompetent if and while the person is a minor or an adjudicated incompetent or




                                             -2-
         disabled person or the person is unable to give prompt and intelligent
         consideration to business matters, as certified by a licensed physician.”

¶5        On December 1, 2011, Thomas executed two quitclaim deeds conveying 100%
     of the interest in two plots of farmland to Rodney and his wife, Regina Shelton. The
     first plot was owned solely by Thomas. The second plot was owned jointly by
     Thomas and Doris. 1 The quitclaim deed pertaining to the second plot was signed by
     Thomas, individually, and by Thomas as “attorney-in-fact” for Doris. As of the
     date of these transactions, Doris had not been adjudicated incompetent or disabled
     by a court. Nor had a licensed physician certified that Doris was unable to give
     prompt and intelligent consideration to business matters.

¶6      Thomas died on October 9, 2012. Doris died on December 20, 2012. Ruth Ann
     was named the executor of both estates.


¶7                                    I. Appeal No. 121241

¶8       On December 2, 2013, Ruth Ann filed an amended citation in the circuit court
     on behalf of Thomas’s estate, pursuant to section 16-1 of the Probate Act of 1975
     (755 ILCS 5/16-1 (West 2010)), to discover information and/or recover the
     farmland conveyed to Rodney and his wife. The estate alleged that, at the time of
     the conveyances on December 1, 2011, Doris had been diagnosed with dementia
     and was incompetent. According to paragraph 8 of Thomas’s power of attorney, the
     successor agent was to succeed to the status of agent “if and while” Doris, the
     designated agent, was incompetent. Accordingly, the estate alleged that Rodney,
     not Doris, was Thomas’s agent on December 1, 2011.

¶9       The estate further alleged that, under Illinois law, any conveyance of property
     from a principal to an agent under a power of attorney is presumptively fraudulent.
     Based on the presumption of fraud inherent in the transactions, the estate requested
     that the deeds be set aside and the property returned to Thomas’s estate.

         1
          According to the record, at times during the proceedings, the parties referred to the
     second farm as being owned solely by Doris rather than jointly owned. For purposes of this
     opinion, we need not resolve this discrepancy. The relevant, undisputed fact is that the
     second quitclaim deed conveyed all of Doris’s interest in the farm to Rodney and his wife.




                                               -3-
¶ 10       Rodney filed a motion to dismiss the amended citation pursuant to sections
       2-615 and 2-619(a)(9) of the Code (735 ILCS 5/2-615, 2-619(a)(9) (West 2010)).
       He argued that Doris was still Thomas’s agent on December 1, 2011, since she was
       not “incompetent” as defined in the power of attorney. As of that date, Doris had
       not been adjudicated incompetent or certified incompetent by a licensed physician.
       Since a successor agent has no fiduciary duties to a principal, there is no presumed
       fraud arising from a transaction between the successor agent and the principal.
       Rodney thus asserted that the amended citation failed to plead a legally sufficient
       claim for setting aside the deeds.

¶ 11       In response, the estate filed a supplemental physician’s report dated January 30,
       2014, by Dr. Daniel Jurak, Doris’s treating physician. The report stated that Doris
       experienced an onset of confusion in March 2011 and was diagnosed with dementia
       in October 2011. Dr. Jurak averred that on December 1, 2011, Doris was
       incompetent, unable to manage her personal affairs, and unable to give prompt and
       intelligent consideration to her business matters.

¶ 12       The trial court granted Rodney’s motion to dismiss the amended citation under
       section 2-619 based on the language in the power of attorney. The appellate court
       affirmed the trial court’s dismissal, with one justice dissenting. 2016 IL App (3d)
       140163. The majority held that a certification of incompetence signed two years
       after the execution of the deeds could not retroactively establish Doris’s
       incompetency. Id. ¶¶ 24-26. Therefore, there were no grounds to support the
       estate’s claims. Id.


¶ 13                                 II. Appeal No. 121199

¶ 14       On March 24, 2014, Ruth Ann filed a complaint on behalf of Doris’s estate
       alleging that Rodney breached his statutory duties to Doris under section 2-10.3(b)
       of the Illinois Power of Attorney Act. 755 ILCS 45/2-10.3(b) (West 2010). Section
       2-10.3(b) provides:

              “(b) An agent is not liable for the actions of another agent, including a
          predecessor agent, unless the agent participates in or conceals a breach of
          fiduciary duty committed by the other agent. An agent who has knowledge of a
          breach or imminent breach of fiduciary duty by another agent must notify the




                                               -4-
          principal and, if the principal is incapacitated, take whatever actions may be
          reasonably appropriate in the circumstances to safeguard the principal’s best
          interest.” Id.

¶ 15       The estate alleged that Thomas breached his common-law fiduciary duty as
       Doris’s agent by transferring all of her interest in the farm without reserving a life
       estate at a time when Doris was in need of income. The estate further alleged that
       Rodney, as Doris’s successor agent, breached his statutory obligation under section
       2-10.3(b) to notify Doris of Thomas’s breach or to safeguard her interests in the
       transaction. The complaint alleged damages to the estate in the amount of the value
       of the property as well as the income from the property during the remainder of
       Doris’s lifetime.

¶ 16       Rodney filed a motion for judgment on the pleadings or, in the alternative, a
       motion to dismiss the complaint, under section 2-615 of the Code (735 ILCS
       5/2-615 (West 2010)). He argued that section 2-10.3(b) of the Power of Attorney
       Act does not apply to him because he was only a successor agent and had not
       attained the status of agent at the time of the transactions. Thus, he had no statutory
       duties to Doris. The trial court agreed and dismissed the complaint with prejudice.

¶ 17       The appellate court, with one justice dissenting, reversed the trial court’s
       judgment and remanded for further proceedings. 2016 IL App (3d) 140163. The
       majority held that the duties imposed by section 2-10.3(b) apply to an individual
       designated as a successor agent in a power of attorney. Therefore, the court held,
       the estate’s complaint stated a legally cognizable claim against Rodney. Id.
       ¶¶ 36-40.

¶ 18       The appellate court thus held in Rodney’s favor in the first case and in Doris’s
       estate’s favor in the second case. The parties filed petitions for leave to appeal in
       this court. We allowed both petitions (Ill. S. Ct. R. 315 (eff. Jan. 1, 2015)) and
       consolidated the two appeals for our review.




                                                -5-
¶ 19                                       ANALYSIS

¶ 20                                   I. Appeal No. 121241

¶ 21       At issue in this appeal is whether Rodney breached a common-law fiduciary
       duty to Thomas when he personally benefitted from the real estate conveyances on
       December 1, 2011. The trial court dismissed the amended citation filed by
       Thomas’s estate pursuant to section 2-619(a)(9) of the Code (735 ILCS
       5/2-619(a)(9) (West 2010)). In deciding a section 2-619 motion, a court accepts all
       well-pleaded facts and their inferences as true and construes all pleadings and
       supporting documents in favor of the non-moving party. Bjork v. O’Meara, 2013 IL
       114044, ¶ 21. Under section 2-619(a)(9), a defendant is entitled to a dismissal if
       “the claim asserted against defendant is barred by other affirmative matter avoiding
       the legal effect of or defeating the claim.” 735 ILCS 5/2-619(a)(9) (West 2010).
       Our review of an order granting a section 2-619 motion is de novo. Henderson
       Square Condominium Ass’n v. LAB Townhomes, LLC, 2015 IL 118139, ¶ 34.

¶ 22       An individual holding a power of attorney is a fiduciary as a matter of law.
       Clark v. Clark, 398 Ill. 592, 600 (1947); In re Estate of DeJarnette, 286 Ill. App. 3d
       1082, 1088 (1997) (citing Pottinger v. Pottinger, 238 Ill. App. 3d 908, 917 (1992)).
       Thus, an agent appointed under a power of attorney has a common-law fiduciary
       duty to the principal. Spring Valley Nursing Center, L.P. v. Allen, 2012 IL App (3d)
       110915, ¶ 12; see also 755 ILCS 45/2-7(a), (b) (West 2010) (codifying the agent’s
       duty of care owed to the principal for purposes of the Power of Attorney Act). The
       fiduciary relationship between the principal and agent begins at the time the power
       of attorney document is signed. In re Estate of Miller, 334 Ill. App. 3d 692, 697
       (2002); In re Estate of Rybolt, 258 Ill. App. 3d 886, 889 (1994).

¶ 23        A presumption of fraud arises when a fiduciary benefits from a transaction
       involving the principal. In re Estate of DeJarnette, 286 Ill. App. 3d at 1088. Under
       a power of attorney for property, “any conveyance of the principal’s property that
       either materially benefits the agent or is for the agent’s own use is presumed to be
       fraudulent.” Spring Valley Nursing Center, L.P., 2012 IL App (3d) 110915, ¶ 12.
       “This rule applies to conveyances of the principal’s property by the agent to a third
       party on behalf of the principal and also to conveyances made by the principal
       directly to the agent.” Id. (citing Clark, 398 Ill. at 601, In re Estate of Rybolt, 258
       Ill. App. 3d at 889, In re Estate of Pawlinski, 407 Ill. App. 3d 957, 963-68 (2011),



                                                -6-
       and In re Estate of DeJarnette, 286 Ill. App. 3d at 1088-91). Once a fraudulent
       transaction has been alleged, the burden then shifts to the agent to prove by clear
       and convincing evidence that the transaction was fair and did not result from his
       undue influence over the principal. In re Estate of Miller, 334 Ill. App. 3d at
       697-98.

¶ 24        The estate makes two arguments on appeal to this court. First, it contends that
       Illinois law imposes a fiduciary duty on Rodney by virtue of his being named as a
       successor agent in Thomas’s power of attorney. We disagree. The Power of
       Attorney Act, which codifies an agent’s fiduciary duty, recognizes that it is the
       agent’s exercise of power pursuant to the authorizing document which triggers the
       agent’s duty to the principal. See 755 ILCS 45/2-7(a) (West 2010) (“Whenever a
       power is exercised, the agent shall act in good faith for the benefit of the principal
       using due care, competence, and diligence in accordance with the terms of the
       agency ***.”). By definition, a successor agent’s authority to act on behalf of the
       principal is contingent upon the initial agent’s resignation, death, incapacitation, or
       refusal to serve. 755 ILCS 45/2-10.3(a) (West 2010). Until one of these events
       occurs, the successor agent has no authority to act. See id. Under the Power of
       Attorney Act, if an individual cannot exercise the powers granted by the agency, he
       has no duty to act in good faith for the principal’s benefit. 755 ILCS 45/2-7(a)
       (West 2010). Thus, we can infer that the Power of Attorney Act does not impose
       any duties on a successor agent until that person is authorized to exercise the
       powers set forth in the power of attorney.

¶ 25       Consistent with these principles, the plain language of Thomas’s power of
       attorney appointed Rodney as agent only upon the occurrence of a specific
       contingency, i.e., “if any agent named by me shall die, become incompetent, resign
       or refuse to accept the office of agent.” Therefore, Rodney’s authority to act on
       behalf of Thomas did not arise until Doris died, became incompetent, or became
       unwilling to act as an agent. Until that time, Rodney owed no fiduciary duties to
       Thomas.

¶ 26       The estate cites Spring Valley Nursing Center, L.P., 2012 IL App (3d) 110915,
       and In re Estate of Elias, 408 Ill. App. 3d 301 (2011), in support of its argument
       that a successor agent owes a fiduciary duty to the principal. Both are inapposite.
       Neither decision pertains to the estate’s claim of a duty owed by a “successor




                                                -7-
       agent.” Rather, both cases concern the duties owed by an individual named as an
       “agent” in a power of attorney. See Spring Valley Nursing Center, L.P., 2012 IL
       App (3d) 110915, ¶¶ 15-16 (a person designated as an agent in a power of attorney
       has the burden to rebut a presumption of fraud arising out of the transfer of a life
       estate from the principal to the agent); In re Estate of Elias, 408 Ill. App. 3d at 320
       (a power of attorney gives rise to a general fiduciary relationship between the
       principal and the agent at the time the document is executed, regardless of when the
       power of attorney is “activate[d]”).

¶ 27       The estate also relies on section 2-10.3(b) of the Power of Attorney Act (755
       ILCS 45/2-10.3(b) (West 2010)), arguing that the statute imposes certain duties
       owed by a successor agent to a principal. However, this statute is simply irrelevant
       to the issues involved in this appeal, as it pertains to an agent’s participation in, or
       knowledge of, a breach of fiduciary duty committed by another agent. Thomas’s
       estate does not claim that another agent other than Rodney breached a fiduciary
       duty. It claims that Rodney breached his own fiduciary duty to Thomas solely
       based on his position as Thomas’s successor agent.

¶ 28       Thus, the estate has not cited, nor has this court found, any Illinois precedent
       holding that an individual designated as a successor agent under a power of
       attorney has a common-law fiduciary duty to the principal. We therefore reject the
       estate’s claim that Rodney owed a fiduciary duty to Thomas prior to becoming an
       authorized agent.

¶ 29       The second argument raised by the estate is that Rodney was actually Thomas’s
       agent at the time of the conveyances; therefore, the conveyances were
       presumptively fraudulent. See Spring Valley Nursing Center, L.P., 2012 IL App
       (3d) 110915, ¶ 12. The estate’s claim for relief depends on the legal statuses of
       Doris and Rodney on December 1, 2011. If Doris was incompetent on that date, she
       was no longer Thomas’s agent. Under the successor provision in paragraph 8 of
       Thomas’s power of attorney, Doris’s incompetency would have activated Rodney’s
       status as agent, with all the powers and duties attached to that status. However, if
       Doris was not incompetent, Rodney was merely a successor agent and owed no
       fiduciary duties to Thomas.

¶ 30       The estate argues that the physician’s report signed on January 30, 2014, is
       sufficient evidence to prove Doris’s incompetency on December 1, 2011. The



                                                -8-
       appellate court rejected this argument because the language in the power of
       attorney document precludes a retroactive certification of incompetency. 2016 IL
       App (3d) 140163, ¶¶ 24-27. We agree with the appellate court’s analysis.

¶ 31        “A written power of attorney must be strictly construed so as to reflect the
       ‘clear and obvious intent of the parties.’ ” Fort Dearborn Life Insurance Co. v.
       Holcomb, 316 Ill. App. 3d 485, 499 (2000) (quoting Crawford Savings & Loan
       Ass’n v. Dvorak, 40 Ill. App. 3d 288, 292 (1976), citing McHarry v. Bowman, 274
       Ill. App. 487 (1934)); see also Amcore Bank, N.A. v. Hahnaman-Albrecht, Inc., 326
       Ill. App. 3d 126, 135 (2001); In re Estate of Romanowski, 329 Ill. App. 3d 769, 774
       (2002). The language in Thomas’s power of attorney is clear and unambiguous.
       Paragraph 8 states that an agent is incompetent “if and while the person is a minor
       or an adjudicated incompetent or disabled person or the person is unable to give
       prompt and intelligent consideration to business matters, as certified by a licensed
       physician.” (Emphasis added.)

¶ 32       As of the date of the quitclaim deeds, a licensed physician had not certified that
       Doris was unable to give prompt and intelligent consideration to her financial
       affairs, nor was there a judicial adjudication of incompetency. As explained by the
       appellate court, the most straightforward reading of the “if and while” language in
       paragraph 8 is that a physician’s certification “is meant to serve as a triggering
       event that nullifies the primary agent’s authority at the time of the certification and
       in the future, until the certification is rescinded.” 2016 IL App (3d) 140163, ¶ 25.
       Furthermore, the court held, “[n]othing in Thomas’s [power of attorney] suggests
       that a physician’s certification prepared years after the fact may retroactively
       nullify the designated agent-in-fact’s authority to act under the POA.” Id. Thus,
       according to the express language in the power of attorney, a physician’s
       certification of incompetency must have been rendered prior to the conveyances at
       issue in order to establish Doris’s incompetency.

¶ 33       The estate argues that the appellate court’s construction of the power of
       attorney imposes an unreasonable burden on heirs and estate executors who may
       have no opportunity to discover that a fraudulent transaction has taken place until
       after the principal is deceased. Even if this were the case, however, it remains the
       estate’s burden to establish a legal claim based on the allegations in its amended
       citation. The estate has failed to do so. Because we must strictly construe the




                                                -9-
       language in the power of attorney to effectuate the principal’s intent, we may not
       read into it additional provisions, conditions, or limitations not expressly included
       in the instrument. See Amcore Bank, N.A., 326 Ill. App. 3d at 135; Fort Dearborn
       Life Insurance Co., 316 Ill. App. 3d at 499. We hold, therefore, that the estate’s
       amended citation was properly dismissed by the trial court.


¶ 34                                  II. Appeal No. 121199

¶ 35        In the complaint filed by Doris’s estate, the estate alleged that Rodney breached
       his statutory obligation as Doris’s successor power of attorney under section
       2-10.3(b) of the Power of Attorney Act (755 ILCS 45/2-10.3(b) (West 2010)). The
       trial court dismissed the complaint pursuant to section 2-615 of the Code (735 ILCS
       5/2-615 (West 2010)). A motion to dismiss under section 2-615 attacks only the
       legal sufficiency of a complaint. Schweihs v. Chase Home Finance, LLC, 2016 IL
       120041, ¶ 27 (citing Bonhomme v. St. James, 2012 IL 112393, ¶ 34). In reviewing a
       section 2-615 dismissal, a court must take all well-pled facts as true and determine
       whether the allegations, considered in the light most favorable to the plaintiff, are
       sufficient to state a cause of action upon which relief may be granted. Id. (citing
       Bonhomme, 2012 IL 112393, ¶ 34). Our review is de novo. Id. (citing Khan v.
       Deutsche Bank AG, 2012 IL 112219, ¶ 47).

¶ 36       The issue in this appeal involves statutory construction, a question of law which
       we also review de novo. People v. Cherry, 2016 IL 118728, ¶ 13. Our primary goal
       in statutory interpretation is to ascertain and effectuate the legislature’s intent.
       People v. Giraud, 2012 IL 113116, ¶ 6. The best indicator of legislative intent is the
       statutory language itself, given its plain and ordinary meaning. Id. The words and
       phrases in a statute should be construed in light of other relevant provisions and not
       in isolation. People v. Gutman, 2011 IL 110338, ¶ 12. When determining the plain
       meaning of statutory terms, we must consider the statute in its entirety, bearing in
       mind the subject it addresses and the legislature’s apparent intent in enacting it.
       Schultz v. Performance Lighting, Inc., 2013 IL 115738, ¶ 12. Where the language
       of a statute is clear and unambiguous, we will apply it as written, without resort to
       extrinsic aids of statutory construction. State Bank of Cherry v. CGB Enterprises,
       Inc., 2013 IL 113836, ¶ 56. In addition, we must not depart from the plain meaning




                                               - 10 -
       of the statutory language by reading into it exceptions, limitations, or conditions
       not expressed by the legislature. Id.

¶ 37       Section 2-10.3(b) of the Power of Attorney Act, which is part of a provision
       entitled “Successor agents,” provides as follows:

              “(b) An agent is not liable for the actions of another agent, including a
          predecessor agent, unless the agent participates in or conceals a breach of
          fiduciary duty committed by the other agent. An agent who has knowledge of a
          breach or imminent breach of fiduciary duty by another agent must notify the
          principal and, if the principal is incapacitated, take whatever actions may be
          reasonably appropriate in the circumstances to safeguard the principal’s best
          interest.” 755 ILCS 45/2-10.3(b) (West 2010).

¶ 38       The estate’s complaint alleged that Thomas, as “primary agent” under Doris’s
       power of attorney, violated his fiduciary duty to Doris when he transferred all of her
       interest in the farm to Rodney and his wife without reserving a life estate in Doris at
       a time when she was incompetent and in need of income from the property. The
       complaint further alleged that Rodney participated in Thomas’s breach of fiduciary
       duty by failing to notify Doris of the breach and failing to take action to safeguard
       Doris’s best interests, in violation of section 2-10.3(b) of the Act. The estate
       argued, therefore, that Rodney was liable for any breach of fiduciary duty
       committed by Thomas.

¶ 39       The circuit court dismissed the complaint because Rodney was not Doris’s
       “agent” at the time of the real estate transactions and, thus, could not be held liable
       under section 2-10.3(b). The appellate court disagreed and reversed the circuit
       court’s dismissal order, finding that section 2-10.3(b) applied to Rodney based on
       his designation as a successor agent in Doris’s power of attorney. 2016 IL App (3d)
       140163, ¶¶ 32-40. On appeal to this court, Rodney contends that he was not Doris’s
       “agent,” either as defined in the Power of Attorney Act or in the power of attorney
       itself. Therefore, Rodney argues, any duties imposed on an “agent” by section
       2-10.3(b) do not apply to him by definition. We agree.

¶ 40      The plain language in section 2-10.3(b) of the Power of Attorney Act states that
       an agent may be liable for the actions of another agent, including a predecessor
       agent, if the agent participates in or conceals a breach of fiduciary duty by the other




                                               - 11 -
       agent. 755 ILCS 45/2-10.3(b) (West 2010). The statute further provides that an
       “agent who has knowledge of a breach or imminent breach of fiduciary duty by
       another agent must notify the principal and, if the principal is incapacitated, take
       whatever actions may be reasonably appropriate in the circumstances to safeguard
       the principal’s best interest.” Id. Thus, section 2-10.3(b) refers exclusively to the
       liability and duties of an “agent” with no mention of the qualifying word,
       “successor.” The term “agent” is used throughout the Act and is specifically
       defined in section 2-3(b) as “the attorney-in-fact or other person designated to act
       for the principal in the agency.” 755 ILCS 45/2-3(b) (West 2010). 2 By contrast,
       section 2-10.3(a) states that a “successor agent” is designated to act only “if an
       initial or predecessor agent resigns, dies, becomes incapacitated, is not qualified to
       serve, or declines to serve.” 755 ILCS 45/2-10.3(a) (West 2010).

¶ 41       Doris’s power of attorney named Thomas Shelton as her agent or
       attorney-in-fact to act on her behalf after she became disabled. As the designated
       successor agent, Rodney was authorized to act on Doris’s behalf only in the event
       of Thomas’s death, incompetence, resignation, or refusal to accept the office. None
       of these events had occurred as of December 1, 2011. Accordingly, on the date of
       the real estate conveyances, Rodney was merely Doris’s successor agent and was
       not yet her “agent” as defined in the Act. See 755 ILCS 45/2-3(b) (West 2010).
       Under the plain and unambiguous language in section 2-10.3(b), therefore, the
       duties and liability described in the statute do not apply to Rodney during the
       relevant time period. 755 ILCS 45/2-10.3(b) (West 2010).

¶ 42        Despite the repeated references to an “agent” in section 2-10.3(b), the appellate
       court held that the provision imposes a “limited statutory duty,” in derogation of the
       common law, on a successor agent prior to becoming authorized as an agent. 2016
       IL App (3d) 140163, ¶ 38. Based on the fact that section 2-10.3 is entitled
       “Successor agents” and the other two subsections within that section both clearly
       apply to successor agents (755 ILCS 45/2-10.3(a), (c) (West 2010)), the court held,
       “it stands to reason that section 2-10.3(b) applies to successor agents as well.” 2016
       IL App (3d) 140163, ¶ 36. The appellate court thus held that Rodney could be held

           2
             An “agency” is defined, in part, as “the written power of attorney or other instrument
       of agency governing the relationship between the principal and agent or the relationship,
       itself, as appropriate to the context.” 755 ILCS 45/2-3(a) (West 2010).




                                                 - 12 -
       liable for Thomas’s breach of fiduciary duty pursuant to section 2-10.3(b), even
       though Rodney himself owed no common-law fiduciary duty to Doris at the time of
       the conveyances. Id. ¶ 38.

¶ 43        We disagree with the appellate court’s statutory analysis as it is contrary to our
       established canons of statutory construction. First, reading the term “successor
       agent” into section 2-10.3(b) contravenes the principle that a court may not read
       into a statute limitations or conditions not explicitly set forth in the plain statutory
       language. See Evanston Insurance Co. v. Riseborough, 2014 IL 114271, ¶ 23. “ ‘It
       is the dominion of the legislature to enact laws and it is the province of the courts to
       construe those laws. We can neither restrict nor enlarge the meaning of an
       unambiguous statute.’ ” Id. (quoting Petersen v. Wallach, 198 Ill. 2d 439, 448
       (2002)). The appellate court below essentially rewrote section 2-10.3(b) so as to
       modify and expand the meaning of “agent” under the Act and impose duties on an
       additional class of persons. The plain language of the statute does not permit such
       expansion.

¶ 44       Secondly, if the legislature had intended to impose statutory liabilities and
       duties on successor agents in derogation of the common law, it would have made its
       intention explicit. See Sandholm v. Kuecker, 2012 IL 111443, ¶ 50. Nowhere in
       section 2-10.3(b) does the legislature expressly state that a successor agent owes a
       duty to the principal prior to being empowered to act on the principal’s behalf. 755
       ILCS 45/2-10.3(b) (West 2010). Under the common law, a successor agent has no
       duties to the principal prior to becoming an agent. It is improper, then, for a court to
       construe the enactment as more expansive than intended by the explicit statutory
       language. See Maksimovic v. Tsogalis, 177 Ill. 2d 511, 518 (1997) (“[a] legislative
       intent to abrogate the common law must be clearly and plainly expressed, and such
       an intent will not be presumed from ambiguous or doubtful language”); Heider v.
       Knautz, 396 Ill. App. 3d 553, 561 (2009).

¶ 45       Finally, the language in section 2-10.3 as a whole indicates that the legislature
       was familiar with the term “successor agent,” as it is used in both subsections (a)
       and (c) of the same statute. See 755 ILCS 45/2-10.3(a), (c) (West 2010). Thus, the
       legislature must have intended for subsection (b) to have a different application
       when it used the general term “agent” to describe an agent’s liability for another
       agent’s breach. See People v. Hudson, 228 Ill. 2d 181, 193 (2008) (“[w]hen the




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       legislature uses certain language in one part of a statute and different language in
       another, we may assume different meanings were intended”).

¶ 46        Having rejected the interpretation adopted by the appellate court, we believe the
       most natural construction of section 2-10.3(b) is that it imposes duties on a person
       initially named as a successor agent who has been authorized to act as an agent due
       to the predecessor agent’s disqualifying condition or event. This reading is
       consistent with the overall purpose of section 2-10.3, which allows a principal to
       designate one or more successor agents to act as her power of attorney in the event
       that the initial agent resigns, dies, becomes incapacitated, is not qualified to serve,
       or declines to serve. 755 ILCS 45/2-10.3 (West 2010). It is also consistent with the
       common-law imposition of a fiduciary duty owed by an authorized agent to a
       principal under a power of attorney. Thus, once a successor agent has assumed the
       duties of an agent, he may not participate in or conceal a breach of fiduciary duty
       committed by another agent, which may include a predecessor agent or co-agent.
       755 ILCS 45/2-10.3(b) (West 2010). 3 Furthermore, upon learning of another
       agent’s breach, the agent must notify the principal and take action to protect the
       principal’s interests. Id.

¶ 47       We hold, therefore, that the complaint filed by Ruth Ann on behalf of Doris’s
       estate failed to state a claim upon which relief could be granted because Rodney
       was not subject to the liability imposed by section 2-10.3(b) of the Act.


¶ 48                                        CONCLUSION

¶ 49       For the foregoing reasons, we find that the circuit court properly dismissed the
       actions filed by the two estates. We thus affirm the appellate court’s judgment with

           3
             Section 2-10.5(c) of the Act, pertaining to co-agents, contains nearly identical
       language to section 2-10.3(b). 755 ILCS 45/2-10.5(c) (West 2010) (“An agent is not liable
       for the actions of another agent, including a co-agent or predecessor agent, unless the agent
       participates in or conceals a breach of fiduciary duty committed by the other agent. An
       agent who has knowledge of a breach or imminent breach of fiduciary duty by another
       agent must notify the principal and, if the principal is incapacitated, take whatever actions
       may be reasonably appropriate in the circumstances to safeguard the principal’s best
       interest.”).




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       respect to appeal No. 121241 and reverse the appellate court’s judgment with
       respect to appeal No. 121199.


¶ 50      Appellate court judgment affirmed in part and reversed in part.

¶ 51      Circuit court judgment affirmed.




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