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                                Appellate Court                             Date: 2018.08.30
                                                                            14:59:39 -05'00'



                  Machnicki v. Kurowski, 2018 IL App (1st) 171077



Appellate Court     RICHARD MACHNICKI, KATHY MACHNICKI, and ZBIGNIEW
Caption             KUROWSKI, Plaintiffs, v. MARIUSZ KUROWSKI and
                    UNKNOWN OWNERS, Defendants (Richard Machnicki and
                    Zbigniew Kurowski, Plaintiffs and Counterdefendants-Appellants;
                    Mariusz Kurowski, Individually and on Behalf of Kurowski Sausage
                    Shop & Rich’s Bakery, Inc., Counterplaintiff-Appellee).



District & No.      First District, Second Division
                    Docket No. 1-17-1077



Filed               June 26, 2018



Decision Under      Appeal from the Circuit Court of Cook County, No. 12-CH-32792; the
Review              Hon. James P. Flannery, Judge, presiding.



Judgment            Affirmed.


Counsel on          Alexander Lacherbauer-Lynn, of Chicago, for appellants.
Appeal
                    Glen J. Dunn Jr., of Glen J. Dunn Jr. & Associates, Ltd., and Marcy M.
                    Labedz, of Law Offices of Kurowski-Labedz, LLC, both of Chicago,
                    for appellee.
     Panel                     JUSTICE PUCINSKI delivered the judgment of the court, with
                               opinion.
                               Justices Hyman and Walker concurred in the judgment and opinion.


                                                OPINION

¶1          Plaintiffs-counterdefendants, Richard Machnicki and Zbigniew Kurowski (collectively,
       plaintiffs), appeal from the trial court’s order directing them to pay $339,000 in attorney fees
       and expenses to defendant-counterplaintiff, Mariusz Kurowski (defendant) pursuant to section
       12.60(j) of the Business Corporation Act of 1983 (Corporation Act) (805 ILCS 5/12.60(j)
       (West 2016)). Plaintiffs contend on appeal that, in violation of the plain language of section
       12.60(j), the trial court considered alleged acts by plaintiffs that occurred outside of the
       litigation when awarding said fees and expenses to defendant. For the reasons that follow, we
       disagree that reversible error occurred and affirm the trial court’s judgment.

¶2                                            BACKGROUND
¶3         The facts relevant to the present dispute are essentially undisputed by the parties. In 1998,
       the parties opened a Polish delicatessen and bakery called Kurowski Sausage Shop & Rich’s
       Bakery, Inc. (Kurowski’s), in Chicago’s “Avondale” neighborhood. Claiming a change in the
       local demographic, plaintiffs later opened a new delicatessen and bakery—Pulaski Polish Deli
       & Bakery—in Chicago’s “Dunning” neighborhood but did not invite defendant to join them in
       the new venture. In August 2012, plaintiffs filed a complaint for the partition of the real
       property (property) out of which Kurowski’s was operated and that was jointly owned by the
       parties and Kathy Machnicki as individuals but was not an asset of the corporation.
¶4         In October 2012, defendant filed a counterclaim in response. His third amended
       counterclaim contained six counts: count I alleged breach of fiduciary duty, count II alleged
       breach of contract, count III alleged violation of the Illinois Trade Secrets Act (765 ILCS
       1065/1 et seq. (West 2012)), count IV alleged violation of the Uniform Deceptive Trade
       Practices Act (815 ILCS 510/1 et seq. (West 2012)), count V alleged tortious interference with
       a business expectancy, and count VI alleged unjust enrichment. Counts I and II sought relief
       for plaintiffs’ alleged breaches under section 12.56 of the Corporation Act.
¶5         Following the confirmation of the court-ordered sale of the property, the matter was
       transferred from the chancery division to the law division of the circuit court for a jury trial on
       defendant’s counterclaim. The jury found in favor of defendant and against plaintiffs and
       rendered an advisory verdict on counts II and V. In addition to following the jury’s advice on
       counts II and V, the trial court also entered judgment on count I pursuant to section 12.56 of the
       Corporation Act. In sum, the trial court entered judgment in favor of defendant and against
       plaintiffs as follows: (1) plaintiffs were to purchase defendant’s shares in Kurowski’s for the
       sum of $152,272 plus $17,980.61 in prejudgment interest, (2) additional joint and several
       compensatory damages against both plaintiffs in the amount of $18,618.90, (3) punitive
       damages against Richard Machnicki in the amount of $15,454.54, and (4) punitive damages
       against Zbigniew Kurowski in the amount of $8181.81. Defendant voluntarily dismissed count
       VI without prejudice, and counts III and IV were dismissed by the trial court prior to trial.


                                                    -2-
¶6          Thereafter, defendant filed a petition for attorney fees and expenses pursuant to section
       12.60(j) of the Corporation Act. In it, defendant argued that he was entitled to an award of
       attorney fees and expenses because plaintiffs had engaged in actions that were arbitrary,
       vexatious, and not in good faith when they attempted to squeeze him out of Kurowski’s for less
       than fair market value, misused Kurowski’s funds, and engaged in misconduct during
       discovery. Defendant also argued that by ordering the sale of defendant’s shares in Kurowski’s
       pursuant to section 12.56, the trial court must necessarily have found that plaintiffs committed
       shareholder oppression, wasted corporate assets, or otherwise breached their fiduciary duties,
       and that such findings justified an award of attorney fees and expenses under section 12.60(j).
¶7          Among other things, plaintiffs argued in response that the arbitrary, vexatious, or not in
       good faith actions that would justify an award of attorney fees and expenses under section
       12.60(j) must take place within the litigation at issue and, because the actions relied upon by
       defendant occurred primarily outside of the litigation, they could not serve as a basis for an
       award. In addition, plaintiffs argued that the fees and expenses sought by defendant were
       unreasonable because some of the fees sought were not associated with claims subject to
       section 12.60(j) or were not a direct result of the allegedly arbitrary, vexatious, or bad faith
       actions of plaintiffs.
¶8          Following a hearing on the matter, the trial court issued an order denying defendant’s fee
       petition. In the order, relying on the case of Abreu v. Unica Industrial Sales, Inc., 224 Ill. App.
       3d 439 (1991), the trial court held that the actions alleged by defendant did not fall within the
       scope of section 12.60(j) because they did not occur within the subject litigation.
¶9          Defendant filed a motion to reconsider, arguing that Abreu did not govern because it dealt
       with a fee provision of the Corporation Act that was no longer in existence and that contained
       different language than section 12.60(j). Defendant also argued that plaintiffs did commit
       arbitrary, vexatious, and not in good faith acts within the scope of the litigation. The trial court
       granted defendant’s motion to reconsider and entered two separate orders in that regard. In the
       first order, the trial court apparently agreed with defendant’s argument that the alleged
       misconduct did not need to occur during the legal proceedings to be considered under section
       12.60(j), stating that it would “consider actions related which were vexatious (not in good
       faith).” The trial court also stated, “This trial court does not find in presiding over the law
       division jury case illegality, vexatious, otherwise arbitrary conduct in bad faith in this
       proceeding. This court cannot verify the resistance by [plaintiffs] & non-compliance re:
       discovery.” The trial court ended the order by stating that it would review the billing
       statements submitted by defendant to arrive at an appropriate amount. In the second order,
       entered the same day, the trial court stated that it had reviewed all 93 pages of billing
       statements submitted by defendant and having taken “thoughtful consideration of the history
       of the LLC meeting, and the partition suit and the actions concerning discovery according to
       the interpretation of [defendant],” it awarded defendant attorney fees and expenses in the
       amount of $339,000.
¶ 10        Plaintiffs filed a motion to alter or amend the trial court’s award to defendant, again
       arguing that an award of attorney fees and expenses for the conduct alleged by defendant was
       not supported by section 12.60(j) and that the amount awarded was excessive. Following a
       hearing on the matter, the trial court denied plaintiffs’ motion.
¶ 11        Plaintiffs then instituted this appeal.


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¶ 12                                            ANALYSIS
¶ 13        On appeal, plaintiffs argue that in determining whether a party is entitled to an award of
       attorney fees and expenses under section 12.60(j) of the Corporation Act, the trial court may
       only consider vexatious, arbitrary, or otherwise not in good faith acts that occurred within the
       section 12.56 litigation, i.e., the offender’s actions must be some kind of procedural or
       litigation misconduct. Thus, according to plaintiffs, the trial court erred in awarding defendant
       attorney fees and expenses based on actions that took place outside of the 12.56 litigation. In
       addition, plaintiffs argue that the trial court abused its discretion in the amount of fees and
       expenses it awarded, because some of the awarded fees and expenses were associated with
       claims that were not subject to section 12.60(j) or were not the direct result of the arbitrary,
       vexatious, or not in good faith actions. We conclude that neither of these contentions warrants
       reversal.

¶ 14                                     Conduct to Be Considered
¶ 15       Plaintiffs’ first contention—that the allegedly vexatious, arbitrary, or otherwise not in good
       faith actions must occur within the litigation to justify attorney fees and expenses under section
       12.60(j) of the Corporation Act—requires us to construe the language of section 12.60(j). Such
       questions of statutory interpretation are subject to a de novo standard of review. People ex rel.
       Madigan v. Illinois Commerce Comm’n, 231 Ill. 2d 370, 377 (2008). We note that this is a
       matter of first impression, and there are no other cases interpreting the language of section
       12.60(j).
¶ 16       The primary goal in statutory construction is to ascertain the intent of the legislature. The
       best indicator of this intent is the language of the statute, which must be given its plain and
       ordinary meaning. People ex rel. Madigan v. Bertrand, 2012 IL App (1st) 111419, ¶ 20. In
       interpreting a statute, we must view the statute as a whole, making sure not to read any of its
       language in isolation. Board of Education of Woodland Community Consolidated School
       District 50 v. Illinois State Charter School Comm’n, 2016 IL App (1st) 151372, ¶ 38. We must
       avoid any interpretation that would render any portion of the statute superfluous, meaningless,
       or void. Sylvester v. Industrial Comm’n, 197 Ill. 2d 225, 232 (2001). Just as we may not read
       out any portion of the statute, we may not alter the plain meaning of a statute’s language by
       reading into it exceptions, limitations, or conditions not expressed by the legislature. Board of
       Education, 2016 IL App (1st) 151372, ¶¶ 34, 38.
¶ 17       Section 12.60(j) of the Corporation Act provides as follows:
               “If the court finds that a party to any proceeding under Section 12.50, 12.55, or 12.56
               acted arbitrarily, vexatiously, or otherwise not in good faith, it may award one or more
               other parties their reasonable expenses, including counsel fees and the expenses of
               appraisers or other experts, incurred in the proceeding.” 805 ILCS 5/12.60(j) (West
               2016).
       Based on the plain language of this provision, we conclude that there is no requirement that the
       arbitrary, vexatious, or otherwise not in good faith actions take place within the litigation.
       Rather, the plain language of section 12.60(j) identifies three elements that must be satisfied
       before an award of attorney fees and expenses may be made: (1) the party against whom the
       fees are sought must be a party to a proceeding under section 12.50, 12.55, or 12.56 of the
       Corporation Act; (2) that party must have engaged in actions that were arbitrary, vexatious, or
       otherwise not in good faith; and (3) the fees and expenses sought must have been incurred in

                                                   -4-
       the section 12.50, 12.55, or 12.56 proceeding. Plaintiffs point to no language that supports a
       requirement the alleged actions take place within the proceeding, and we can find no language
       in section 12.60(j) that imposes any requirements other than those identified above. To impose,
       as plaintiffs argue we should, the additional requirement that the acts forming the basis of the
       award occur within the litigation would be to read into section 12.60(j) a requirement that was
       not included by the legislature. This we cannot do. Board of Education, 2016 IL App (1st)
       151372, ¶ 38.
¶ 18       Although we conclude that the language of section 12.60(j) could not be any more clear,
       we note that our reading of section 12.60(j) is also supported by the legislature’s amendments
       to the Corporation Act in 1995. Prior to 1995, section 12.55(h) of the Corporation Act read as
       follows:
               “If the court determines that any party in an action commenced under Section 12.50 has
               acted arbitrarily, vexatiously, or not in good faith in such action or in connection with
               any alternative relief provided in this Section, the court may, in its discretion, award
               attorneys’ fees and other reasonable expenses to the other parties to the action who
               have been affected adversely thereby.” (Emphasis added.) 805 ILCS 5/12.55(h) (West
               1994).
       In 1995, the legislature removed section 12.55(h) and enacted section 12.60(j), which
       expanded the application of the provision to actions brought under sections 12.50, 12.55, and
       12.56. Pub. Act 89-169 (eff. July 19, 1995). In addition, the legislature removed the language
       that required the arbitrary, vexatious, or not in good faith actions to be “in such action or in
       connection with any alternative relief provided in this Section.” By removing this language
       that very specifically limited an award of fees to situations where the arbitrary, vexatious, or
       not in good faith actions occurred in the section 12.50 action or in connection with some
       alternative relief under section 12.55 and replacing it with a provision that did not contain any
       such limiting language, the legislature expressed an intent to remove that limitation from
       future fee awards. See Borden Chemicals & Plastics, L.P. v. Zehnder, 312 Ill. App. 3d 35, 46
       (2000) (stating that under the “legislative intent” approach, “it is presumed that the legislature
       intends to effect a change in the law when it enacts a statutory amendment”). Certainly, had the
       legislature intended fees be awarded only if the arbitrary, vexatious, or not in good faith actions
       occurred within the action, it would have left the limiting language in section 12.60. In fact, it
       would have been less work for the legislature to simply leave it. Thus, again, the removal of the
       specific, limiting language can only represent an intent by the legislature to remove that
       limitation.
¶ 19       Plaintiffs argue that the language of the former section 12.55(h) and the current section
       12.60(j) are “near identical” and that the removal of the language limiting fee awards to
       situations where the bad acts occurred within the section 12.55 litigation was irrelevant
       because the placement of the fee provision in section 12.60—a section entitled “Practice in
       actions under Section 12.50, 12.55, and 12.56”—necessarily limits the fee awards to situations
       where the alleged conduct occurred within the proceedings. Along this same line, plaintiffs
       argue that if the legislature intended to allow an award of fees based on actions unrelated to the
       procedural aspect of the proceedings, it would have included a provision for attorney fees in
       the remedies sections of each section 12.50, 12.55, and 12.56. We disagree with plaintiffs’
       logic.


                                                    -5-
¶ 20        First, the language of sections 12.55(h) and 12.60(j) is not nearly identical; they differ in
       several important respects. The most important respect, of course, is the fact that the language
       of section 12.55(h) very specifically limited fee awards to situations where the arbitrary,
       vexatious, and otherwise not in good faith actions occurred “in such action [under section
       12.55] or in connection with any alternative relief provided in this Section.” Section 12.60(j)
       contains no such language or any language even remotely close in meaning.
¶ 21        This brings us to the second reason that we disagree with plaintiffs’ logic. Where the
       legislature had previously demonstrated a clear ability to narrowly limit the actions on which a
       fee award could be based, absent any indication to the contrary, there can be no conclusion
       other than that the removal of such limiting language was also intended to remove the
       limitation. Plaintiffs’ contention that the placement of section 12.60(j) in a section dedicated to
       practice somehow reimposes the limitation the legislature had just removed is nonsensical.
       Initially, we note that although the title of a statute can provide some interpretive guidance,
       where the language of the statute contradicts the title, the statutory language controls. Mahoney
       v. Industrial Comm’n, 218 Ill. 2d 358, 372-73 (2006). Here, as discussed, the language of
       section 12.60(j) is clear and, to the extent that the title of section 12.60 contradicts it, the
       language of subsection (j) prevails. Moreover, we think the placement of section 12.60(j) is
       easily explained by the fact that the legislature intended to set out the manner (i.e., method of
       practice) by which a party could obtain a fee award and by the fact that the legislature intended
       to expand the availability of fee awards to litigants in section 12.50, 12.55, and 12.56 matters
       and section 12.60 governs practice in all through of those sections. We decline plaintiffs’
       invitation to conclude that the legislature chose to replace very specific limiting language with
       a vague section title in hopes that litigants and trial courts would somehow understand that the
       title of the section was to serve as a limitation on fee awards.
¶ 22        Given that we disagree with plaintiffs’ contention that there is no substantive difference
       between the prior section 12.55(h) and the current section 12.60(j), we also disagree that legal
       authorities interpreting or providing guidance on section 12.55(h) have any relevance to how
       section 12.60(j) is to be applied. More specifically, plaintiffs’ reliance on Abreu is misplaced.
       In Abreu, the appellate court reversed the trial court’s award of attorney fees under section
       12.55(h) because “it did not properly base its award of attorney fees upon defendants’ actions
       within the course of the litigation process itself (‘in such action’).” 224 Ill. App. 3d at 451. In
       so holding, the Abreu court relied on the specific language of section 12.55(h)—the very
       language that was abandoned by the legislature when it enacted section 12.60(j). See id. (“The
       language of section 12.55(h) reveals that the authority to award fees is limited to situations in
       which the court determines that a party in a case commenced under section 12.50 has acted
       arbitrarily, vexatiously or not in good faith ‘in such action.’ ”). Moreover, the legislature’s
       removal of the specific language relied on by the Abreu court—even after the Abreu decision
       was issued—further indicates a conscious decision by the legislature to remove the limitation.
       See Benhart v. Rockford Park District, 218 Ill. App. 3d 554, 558 (1991) (“[I]t is presumed that
       the legislature intended to change the existing law when amending a statute that has been the
       subject of judicial interpretation.”).
¶ 23        Finally, plaintiffs argue that section 12.60(j) is “not dissimilar” from other attorney fees
       provisions, such as Illinois Supreme Court Rule 137 (eff. July 1, 2013), which permits a trial
       court to impose sanctions, including attorney fees, on a party who signs a pleading or other
       document in violation of Rule 137. Plaintiffs point out that to obtain sanctions under Rule 137,

                                                    -6-
       a party must demonstrate that their opponent made false allegations without cause and the trial
       court’s decision must be based on the circumstances of the case. According to plaintiffs, these
       standards were not met in the present case. This argument fails for obvious reasons.
¶ 24       First, plaintiffs make no attempt to explain their very vague and nondescriptive phrase,
       “not dissimilar.” They also do not provide any argument or authority for the proposition that
       when a statute is “not dissimilar” from a supreme court rule, a party seeking relief under the
       statute must also meet the standard under the rule, nor do they provide any authority for the
       proposition that “not dissimilar” statutes and rules have some bearing on the interpretation of
       the other. For these reasons, plaintiffs have waived this contention. See Ill. S. Ct. R. 341(h)(7)
       (eff. Nov. 1, 2017) (providing that an appellant’s brief must contain “[a]rgument, which shall
       contain the contentions of the appellant and the reasons therefor, with citation of the authorities
       and the pages of the record relied on”); CE Design, Ltd. v. Speedway Crane, LLC, 2015 IL App
       (1st) 132572, ¶ 18 (“The failure to provide an argument and to cite to facts and authority, in
       violation of Rule 341, results in the party forfeiting consideration of the issue.”). Waiver aside,
       however, as discussed above, the language of section 12.60(j) is plain and unambiguous. Thus,
       there is no need for us to consider outside sources to determine the standard defendant was
       required to meet, regardless of whether those outside sources are “not dissimilar.” See NAB
       Bank v. LaSalle Bank, N.A., 2013 IL App (1st) 121147, ¶ 10 (“When the statutory language is
       clear and unambiguous, we apply its plain and ordinary meaning without looking to outside
       sources for aid.”).
¶ 25       By our interpretation of section 12.60(j), we do not intend to express any opinion on the
       wisdom of a fee provision that permits the recovery of fees and expenses based on the
       opposing party’s actions outside of the litigation. Rather, we simply interpret the words of the
       statute as written by the legislature to identify the legislature’s intent. Here, the plain language
       of section 12.60(j) does not limit fee awards to situations where the offending party acted
       arbitrarily, vexatiously, or not in good faith within the section 12.56 litigation. Moreover, the
       legislature’s conscious removal of such a limitation from the predecessor to section 12.60(j)
       reinforces our interpretation that no such limitation was intended. If such a limitation is, in fact,
       desired by the legislature, it is the legislature’s duty to amend section 12.60(j) to clearly reflect
       that intention; we cannot do it for the legislature. Based on our conclusion that the plain
       language of section 12.60(j) does not limit fee awards to those situations where the allegedly
       arbitrary, vexatious, or not in good faith acts took place within the litigation, we find no error in
       the trial court’s consideration of plaintiffs’ actions outside of defendant’s section 12.56 claim.

¶ 26                                         Specific Findings
¶ 27       Although the parties do not raise it in their briefs, we pause to address an issue that was
       discussed during oral arguments. Section 12.60(j) allows for an award of reasonable attorney
       fees and expenses “[i]f the court finds that a party to any proceeding under Section 12.50,
       12.55, or 12.56 acted arbitrarily, vexatiously, or otherwise not in good faith.” (Emphasis
       added.) 805 ILCS 5/12.60(j) (West 2016). It is our opinion that the italicized language clearly
       requires the trial court to make a specific finding of the offending party’s arbitrary, vexatious,
       or otherwise not in good faith actions.
¶ 28       Here, it is questionable whether the trial court made a specific finding that plaintiffs’
       engaged in arbitrary, vexatious, or otherwise not in good faith behavior—either within or
       outside the scope of the litigation. In the trial court’s first order on defendant’s motion to

                                                     -7-
       reconsider, the trial court specifically stated that it did not “find in presiding over the law
       division jury case illegality, vexatious, otherwise arbitrary conduct in bad faith in this
       proceeding.” Nevertheless, in the second order on defendant’s motion to reconsider, entered
       the same day as the first order, the trial court awarded defendant attorney fees and expenses
       after “thoughtful consideration of the history of the LLC meeting, and the partition suit and the
       actions concerning discovery according to the interpretation of [defendant].” It is unclear
       whether the trial court’s thoughtful consideration lead it to conclude that “the history of the
       LLC meeting, and the partition suit and the actions concerning discovery” constituted
       arbitrary, vexatious, or otherwise not in good faith acts.
¶ 29       In any case, we need not determine whether these arguably contradictory orders contain a
       sufficient finding of arbitrary, vexatious, or otherwise not in good faith actions on the part of
       plaintiff, as plaintiff has taken no issue with the sufficiency of the trial court’s findings, thereby
       forfeiting any claim of error in this respect. See Ill. S. Ct. R. 341(h)(7) (eff. Nov. 1, 2017)
       (providing that an appellant’s brief must contain “[a]rgument, which shall contain the
       contentions of the appellant and the reasons therefor, with citation of the authorities and the
       pages of the record relied on”); CE Design, Ltd., 2015 IL App (1st) 132572, ¶ 18 (“The failure
       to provide an argument and to cite to facts and authority, in violation of Rule 341, results in the
       party forfeiting consideration of the issue.”).

¶ 30                                           Amount of Award
¶ 31        Plaintiffs next argue that the trial court abused its discretion in the amount of fees and
       expenses that it awarded to defendant. Specifically, plaintiffs contend that the trial court erred
       in awarding fees that were not incurred within defendant’s section 12.56 action and fees that
       were not a direct result of plaintiffs’ arbitrary, vexatious, or not good faith actions. We
       conclude that although the trial court, as discussed above, was permitted to consider plaintiffs’
       actions outside of the section 12.56 claim when determining whether to award attorney fees
       and expenses, the amount of the attorney fees and expenses awarded could not exceed those
       incurred in the section 12.56 action. Despite generally arguing that the trial court awarded
       defendant fees and expenses that were incurred outside of the section 12.56 claim, we conclude
       that plaintiffs have failed to present a sufficient record or sufficient argument to justify a
       determination that the trial court abused its discretion.
¶ 32        Before discussing whether the amount of the attorney fees and expenses awarded by the
       trial court constituted an abuse of discretion, we must, once again, examine the language of
       section 12.60(j) to determine what fees and expenses fall within the trial court’s discretion to
       award. According to plaintiffs, the fees and expenses must be incurred within the scope of a
       section 12.50, 12.55 or 12.56 claim, and they must be the direct result of the arbitrary,
       vexatious, or not good faith action. We agree with the former contention, but not the latter.
¶ 33        Section 12.60(j) states that if the trial court finds that a party to a proceeding under section
       12.50, 12.55, or 12.56 acted arbitrarily, vexatiously, or otherwise not in good faith, it may
       award other parties their “reasonable expenses, including counsel fees and the expenses of
       appraisers or other experts, incurred in the proceeding.” 805 ILCS 5/12.60(j) (West 2016).
       This language clearly limits any award to those fees and expenses “incurred in the
       proceeding,” i.e., the section 12.50, 12.55, or 12.56 proceeding referenced earlier in the
       provision. Thus, as applied to the present case, the trial court possessed the discretion to award


                                                     -8-
       only those attorney fees and expenses that were incurred in the prosecution of defendant’s
       section 12.56 claim.
¶ 34        With respect to plaintiffs second claim—that the fees and expenses must be a direct result
       of the arbitrary, vexatious, or not good faith actions—we do not find any support for such a
       proposition within the plain language of section 12.60(j). Rather, section 12.60(j) simply says
       that the trial court may award the petitioning party’s “reasonable expenses, including counsel
       fees and the expenses of appraisers or other experts.” Id. It imposes no requirement that those
       reasonable expenses be expenses necessitated by the offending party’s actions. Thus, any
       argument by plaintiffs that some or all of the fees and expenses awarded by the trial court in the
       present case were not a direct result of plaintiffs’ actions fails.
¶ 35        Having determined the scope of the trial court’s discretion in awarding attorney fees and
       expenses under section 12.60(j), we turn now to whether the trial court abused its discretion in
       this case by awarding fees and expenses that were not incurred within the scope of defendant’s
       section 12.56 claim. Attached to defendant’s fee petition were 112 pages of billing records
       from his counsel, evidencing the attorney fees and expenses incurred since the beginning of
       August 2012, just weeks before plaintiffs filed their partition action and just a couple of
       months before defendant filed his section 12.56 claim. Also attached to defendant’s fee
       petition was an affidavit from one of his attorneys, attesting that the total fees and expenses
       incurred by defendant in the litigation was $339,210.82. The record reveals that the trial court,
       on two separate occasions, stated that it would review the defendant’s billing records in detail.
       Based on those reviews, the trial court awarded defendant a total of $339,000 in attorney fees
       and expenses.
¶ 36        We are unable to afford plaintiffs any relief from the amount of attorney fees and expenses
       awarded by the trial court, because plaintiffs’ counsel—both in the trial court and on
       appeal—failed to articulate which expenses and fees were incurred within defendant’s 12.56
       litigation and which were not. Instead, in the trial court, plaintiffs did not argue that
       defendant’s fee award should be limited to $11,093.75 in fees associated with plaintiffs’
       discovery noncompliance until plaintiffs filed their motion to alter or amend the award of fees.
       Even then, plaintiffs only picked out those fees that they believed were a direct result of their
       arbitrary, vexatious, or not in good faith behavior, which we, as discussed above, conclude is
       not the appropriate standard. Rather, upon a finding that plaintiffs engaged in arbitrary,
       vexatious, or not in good faith behavior, defendant is entitled to an award of all reasonable fees
       and expenses incurred in his section 12.56 action, regardless of whether they are a direct result
       of plaintiffs’ offending behavior.
¶ 37        On that note, although plaintiffs make a general argument that not all of the $339,000
       awarded could have been incurred within the scope of defendant’s section 12.56 claim, they
       offer no support—either in terms of legal authority or record evidence—of that position, other
       than the fact that there were other types of claims pending, including plaintiffs’ partition
       action. Plaintiffs fault the trial court for failing to isolate those expenses that were associated
       with defendant’s section 12.56 claim; yet, their argument on appeal suffers from the same
       infirmity. Other than conclusively stating that the trial court should have awarded defendant
       only $11,093.75 in fees associated with plaintiffs’ discovery noncompliance, plaintiffs make
       no attempt to identify and explain which charges related or did not relate to defendant’s section
       12.56 claim. In addition, plaintiffs do not explain how they reached $11,093.75 as the proper
       amount or what charges they included in that amount. This failure to develop and support their

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       argument is fatal to plaintiffs’ claim on appeal. See Ill. S. Ct. R. 341(h)(7) (eff. Nov. 1, 2017)
       (providing that an appellant’s brief must contain “[a]rgument, which shall contain the
       contentions of the appellant and the reasons therfor, with citation of the authorities and the
       pages of the record relied on”); CE Design, Ltd., 2015 IL App (1st) 132572, ¶ 18 (“The failure
       to provide an argument and to cite to facts and authority, in violation of Rule 341, results in the
       party forfeiting consideration of the issue.”).
¶ 38        The need for further development and support of plaintiffs’ argument is especially
       apparent in situations such as this. Certainly, the existence of numerous claims other than
       defendant’s section 12.56 claim and the trial court’s award of nearly all of defendant’s attorney
       fees and expenses raise questions of whether all of the fees awarded were actually incurred in
       pursuit of defendant’s section 12.56 claim. That being said, however, it appears from the
       billing records that defendant’s attorneys were working to prepare defendant’s claims even
       before the filing of plaintiffs’ partition action; thus, without more, there can be no division of
       fees based on when each claim was filed. In addition, given that all of the parties’ claims
       revolved around the disputes involving Kurowski’s, it is entirely possible that many of the
       same facts that were at issue in defendant’s section 12.56 claim were also at issue in the other
       claims.
¶ 39        As the reviewing court, it is not our duty to review the billing records and parse out which
       expenses and hours were spent on defendant’s section 12.56 claim and which were not.
       Presumably, the trial court already did that, and plaintiffs have made no effort to identify and
       explain the specific charges that should or should not have been included in the award. Instead,
       without any further explanation, plaintiffs simply state, “If the trial court had applied Section
       12.60(j) standards to its review of the costs, it should have concluded that the only [sic]
       $11,093.75 were incurred as a result of [plaintiffs’] non-compliance in discovery.” Had
       plaintiffs’ counsel taken the time to identify and explain fees and expenses that the trial court
       awarded to defendant but that were not incurred within the scope of his section 12.56 claim, we
       might have been able to afford some relief to plaintiffs. After all, it is difficult to believe that
       nearly all of defendant’s fees and expenses were incurred within the scope of just one of the six
       claims he initially brought. That being said, if plaintiffs’ counsel is unwilling to develop or
       support their arguments for reversal, we will not do it for them. Obert v. Saville, 253 Ill. App.
       3d 677, 682 (1993) (“A reviewing court is entitled to have issues clearly defined with pertinent
       authority cited and cohesive arguments presented [citation], and it is not a repository into
       which an appellant may foist the burden of argument and research [citation]; it is neither the
       function nor the obligation of this court to act as an advocate or search the record for error.”).
¶ 40        Absent additional argument, evidence, and authority, we cannot conclude that the trial
       court abused its discretion in its award of attorney fees and expenses to defendant under section
       12.60(j) of the Corporation Act.

¶ 41                                        CONCLUSION
¶ 42      For the foregoing reasons, the judgment of the circuit court of Cook County is affirmed.

¶ 43      Affirmed.




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