                            ILLINOIS OFFICIAL REPORTS
                                         Appellate Court




                           Downs v. Rosenthal, 2013 IL App (1st) 121406




Appellate Court             MICHAEL A. DOWNS, Plaintiff-Appellant, v. LESLIE ROSENTHAL;
Caption                     J. ROBERT COLLINS; DREADNOUGHT PARTNERS, L.L.C.; and
                            KNOT, L.L.C., Defendants-Appellees (Rosenthal Collins Group, L.L.C.,
                            Defendant).



District & No.              First District, Sixth Division
                            Docket No. 1-12-1406


Filed                       September 27, 2013


Held                        In an action arising from plaintiff’s claim to an ownership interest in a
(Note: This syllabus        limited liability company where the trial court entered an order in favor
constitutes no part of      of plaintiff and against the company and the individual owners of the
the opinion of the court    company, but the order was reversed in the company’s appeal, the trial
but has been prepared       court properly quashed the citations to discover assets plaintiff filed
by the Reporter of          against the individual nonappealing defendants, since it would be
Decisions for the           contrary to the appellate court’s finding in the company’s appeal to leave
convenience of the          the trial court’s initial judgment standing and impose it on the
reader.)
                            nonappealing defendants and give plaintiff a windfall.


Decision Under              Appeal from the Circuit Court of Cook County, No. 04-CH-1129; the
Review                      Hon. LeRoy K. Martin, Jr., Judge, presiding.



Judgment                    Affirmed.
Counsel on                 Sperling & Slater, P.C., of Chicago (Steven C. Florsheim and Michael G.
Appeal                     Dickler, of counsel), for appellant.

                           Wolin & Rosen, Ltd., of Chicago (Jeffrey Schulman, of counsel), for
                           appellees.


Panel                      JUSTICE LAMPKIN delivered the judgment of the court, with opinion.
                           Presiding Justice Rochford and Justice Hall concurred in the judgment
                           and opinion.




                                              OPINION

¶1          Plaintiff, Michael A. Downs, appeals the circuit court’s order barring him from
        recovering damages from the individual, nonappealing defendants, Leslie Rosenthal
        (Rosenthal), J. Robert Collins (Collins), Dreadnought Partners, L.L.C. (Dreadnought), and
        Knot, L.L.C. (Knot), of the underlying order. Plaintiff contends that this court’s opinion
        reversing the circuit court’s original order in favor of plaintiff was limited to the appealing
        defendant, Rosenthal Collins Group, L.L.C. (RCG), and does not extend to the individual,
        nonappealing defendants. Instead, plaintiff contends that, because the individual,
        nonappealing defendants chose not to file an appeal of the circuit court’s original final
        judgment, the order is res judicata and no court had jurisdiction to overturn the order as to
        them. Based on the following, we affirm.

¶2                                              FACTS
¶3          This case appears before us a second time. See Downs v. Rosenthal Collins Group,
        L.L.C., 2011 IL App (1st) 090970. RCG was a limited liability company (L.L.C.) that hired
        plaintiff in August of 1997 and terminated plaintiff on January 5, 2004. Collins and
        Rosenthal were the majority owners of RCG. According to plaintiff, Collins transferred his
        ownership interest in RCG to Knot in 2003, and Collins owned the controlling interest in
        Knot. Similarly, Rosenthal transferred his ownership interest in RCG to Dreadnought in
        2003, and Rosenthal owned the controlling interest in Dreadnought.
¶4          In his third amended complaint, plaintiff asserted five counts all essentially alleging that
        he had an ownership interest in his former company and was entitled to the resulting profits
        of the company. Specifically, in count I, plaintiff requested a declaratory judgment that he
        maintained an ownership interest in RCG and an injunction for an accounting and to
        “partition his interest from that of defendants Collins, Rosenthal, Knot, and Dreadnought;
        and/or [require] defendants RCG, Collins, Rosenthal, Knot, and Dreadnought to accord


                                                  -2-
     Downs all rights commensurate with his ownership interest including his share of profits.”
     In count II, plaintiff alleged the individual defendants, as majority owners, breached their
     fiduciary duty owed to plaintiff. In count III, plaintiff alleged RCG breached his employment
     agreement by failing to make severance payments. In count IV, plaintiff alleged, in the
     alternative to counts I and II, that RCG breached his employment agreement regarding his
     2.5% equity interest. In count V, plaintiff alleged, in the alternative to counts I and II, that
     RCG breached an oral contract under which plaintiff was to receive an additional 4% equity
     interest.
¶5       On February 6, 2009, the circuit court found that plaintiff held a 2.5% ownership interest
     in RCG despite not having paid the requisite “book value” for those shares as provided in his
     employment contract and ordered that he be paid the resulting profit/loss distributions since
     his termination from the company in 2004. Specifically, during its oral ruling, the circuit
     court stated:
             “I think Mr. Downs is owed two and a half percent of whatever distributions were
         made for Rosenthal and Collins from January of 2004 to the present. ***
             *** [T]oday’s order shall direct the defendants to convey to Mr. Downs, two and a
         half percent ownership in the company. They are to pay him *** two and a half percent
         of the distributions that were made between January ’04 and today, minus the $125,000
         that Mr. Downs owes to them for the acquisition of those shares.
                                               ***
             So I think [plaintiff’s] damages are whatever Rosenthal and Collins owes him from
         distributions that were made between January of 2004 and February 6th, 2009. Those are
         his damages, and he’s owed those shares. So at this point, he owns them. Pursuant to my
         order, he owns those shares. And your client is directed to execute whatever documents
         are needed or necessary so that a proof of ownership is evidently shown.”
     On March 20, 2009, the circuit court entered a written order, finding:
             “Plaintiff Michael Downs owns a 2.5% equity ownership *** in defendant RCG (the
         Rosenthal Collins Group LLC). Downs shall be put in the same position regarding his
         interest in RCG and distributions there from that he would have held had his 2.5% equity
         interest in RCG been recognized from January 1, 2004 through the present; *** the
         defendants are ordered to pay the foregoing amounts, minus $125,000 ***. RCG shall
         issue the appropriate tax schedule(s) to Downs in conjunction with this payment,
         providing the same tax treatment to Downs’ distributions and allocations as was given
         to those of Defendants Rosenthal and Collins during the same time period.”
     RCG and plaintiff both appealed the decision.
¶6       While the appeal was pending, plaintiff and RCG entered into an escrow agreement
     under which RCG deposited $5 million in an escrow account to serve as an appeal bond for
     the “monetary portion” of the March 20, 2009, order. On May 29, 2009, the circuit court
     entered an order confirming the escrow agreement and stating that “[d]uring the pendency
     of the Appeal of this Court’s March 20, 2009 Order, neither Downs nor the Defendants shall
     encumber (outside the ordinary course of business), transfer or otherwise dispose of the 2.5%
     equity interest in RCG which is the subject of the March 20, 2009 Order and RCG’s Appeal

                                               -3-
       of that order on April 16, 2009.” In addition, the court’s May 29, 2009, order stayed the
       enforcement of the March 20, 2009, order pending appeal.
¶7          On July 14, 2009, the circuit court granted plaintiff’s motion allowing for prejudgment
       interest on his withheld severance pay, his withheld distributions through 2007, and his profit
       distributions from January 1, 2008, through March 20, 2009.
¶8          On May 21, 2010, plaintiff filed citations to discover the assets of the four nonappealing
       defendants. In response, defendants filed motions to quash the citations. On June 11, 2010,
       despite acknowledging the “general principal [sic] that if a party fails to take an appeal, once
       the appeal rights have passed one has a right to collect, pursue collections of the judgment
       pursuant to citation proceedings,” the circuit court entered an order quashing plaintiff’s
       citations to discover the assets of the individual defendants, finding the May 29, 2009, stay
       order stayed enforcement of the March 20, 2009, order as to the individual defendants. In so
       ruling, the circuit court relied on the conduct of plaintiff in terms of waiting 14 months after
       entry of the March 20, 2009, order and 13 months after the appeal rights would have lapsed
       to seek citation proceedings, and the language of the escrow agreement which provided for
       the plural form of “defendants” thereby indicating that plaintiff and RCG did not anticipate
       any form of collection on the March 20, 2009, order until the conclusion of the appellate
       proceedings.
¶9          In response, on June 18, 2010, plaintiff filed a motion to modify the May 29, 2009, stay
       order, arguing that the stay order should not have applied to the individual defendants
       because their failure to appeal the March 20, 2009, order caused them to be liable for the
       declaration of money owed no matter the outcome of RCG’s appeal. On July 19, 2010,
       following a hearing, the circuit court denied plaintiff’s motion to modify the stay order, but
       set the matter for “further proceedings on this motion” for July 29, 2010. In so finding, the
       circuit court opined that, because the individual defendants “did not take an appeal, that at
       the end of the day they’re going to be responsible for the judgment no matter what happens
       with RCG.” However, according to the language of the escrow agreement, it was the court’s
       belief that any judgment would be satisfied by the escrow account and, therefore, release of
       those funds was stayed until the conclusion of the appeal. The matter was continued a
       number of times to allow the parties to determine whether the escrow agreement stayed
       collection of the March 20, 2009, order as related to the individual defendants.
¶ 10        Then, on August 26, 2010, the parties entered an agreed order, providing:
                 “1. Defendant Rosenthal Collins Group, L.L.C. has deposited assets into an Escrow
            Account pursuant to an Escrow Agreement entered into by and among Plaintiff Michael
            A. Downs, Rosenthal Collins Group, L.L.C. and Fifth Third Bank in May of 2009. The
            Escrow Agreement, which remains in force, provides security for the appeal of Rosenthal
            Collins Group, L.L.C. of the monetary portion of the Judgment against Rosenthal Collins
            Group, L.L.C. in Downs v. RCG, et al., Case No. 04 CH 11729 (the ‘Appeal’). Those
            assets, together with any funds in the Escrow Account, shall also stand as security for all
            damages owed by Leslie Rosenthal, J. Robert Collins, Dreadnought Partners, L.L.C. and
            Knot, L.L.C., pursuant to the final judgment against them entered in Downs v. RCG, et
            al., Case No. 04 CH 11729, by the Circuit Court of Cook County, on March 20, 2009,


                                                 -4-
           including post-judgment interest, and the order dated July 14, 2009 (collectively the
           ‘Judgment’).
                2. Rosenthal Collins Group, L.L.C., Leslie Rosenthal, J. Robert Collins, Dreadnought
           Partners, L.L.C. and Knot, L.L.C. shall have thirty (30) days following the occurrence of
           one of the events set forth below in paragraph 3 to satisfy the Judgment. If the Judgment,
           including post-judgment interest, is not paid in full within thirty (30) days after the
           occurrence of one of those events, absent an order from the Illinois Appellate Court or
           the Illinois Supreme Court to the contrary, the funds in the Escrow Account shall be used
           to satisfy the Judgment.
                3. The payment to Michael A. Downs detailed in paragraph 2 shall be made upon the
           occurrence of any one of the following events: (a) the date of an Order of the Illinois First
           District Appellate Court including the Appeal in favor of Rosenthal Collins Group,
           L.L.C.; (b) the last day by which Rosenthal Collins Group, L.L.C. may file a timely
           petition for leave to appeal to the Illinois Supreme Court of an order of the Illinois First
           District Appellate Court including the Appeal in favor of Michael A. Downs; (c) the date
           of an order of the Illinois Supreme Court denying petition for leave to appeal brought by
           Rosenthal Collins Group, L.L.C. seeking review of the Appeal; or (d) an order of the
           Illinois Supreme Court concluding its review of the Appeal.
                4. This Court will retain jurisdiction to enforce the Court’s orders and to adjudicate
           any dispute related thereto.”
       The agreed order was signed by plaintiff’s attorney, one of “defendants’ attorneys,” and the
       judge.
¶ 11       On December 16, 2011, we reversed the circuit court’s decision, instead finding that
       plaintiff was not a 2.5% owner of RCG. Downs, 2011 IL App (1st) 090970, ¶¶ 24-44.
       Specifically, our opinion provided that “[b]ecause we have found plaintiff was not a 2.5%
       owner of RCG, we conclude plaintiff was not entitled to 2.5% profit/loss distributions since
       2004 and, consequently, was not entitled to prejudgment interest on that award.”1 Id. ¶ 44.
       We subsequently denied plaintiff’s petition for rehearing.
¶ 12       On December 23, 2011, RCG filed a motion to cancel and release the appeal bond in the
       circuit court. In the motion, RCG claimed that “[a]s the Court is also aware, after the posting
       of the Appeal Bond, an issue arose relating to whether LESLIE ROSENTHAL, ROBERT
       COLLINS, KNOT PARTNERS, L.L.C., AND DREADNOUGHT PARTNERS, L.L.C. were
       in addition to RCG responsible for [the declaration of money owed in the circuit court’s
       March 20, 2009, order]. That matter was resolved by the entry of an Agreed Order.” Plaintiff
       filed a response and RCG filed a reply. On January 4, 2012, the circuit court held a hearing
       on the motion. During the hearing, the circuit court opined that “it was my determination that
       Mr. Downs was entitled to 2.5 percent interest in Rosenthal Collins, and we all agreed that
       there were the four nonappealing defendants; but I wondered ***, in light of the appellate
       court’s ruling, how we’d be in a position to enforce that against the nonappealing defendants

               1
                 The Illinois Supreme Court denied plaintiff’s request for a supervisory order directing this
       court to remand the cause for entry of judgment.

                                                    -5-
       when the majority clearly found that Mr. Downs is not entitled to the 2.5 percent.” The
       matter, however, was continued from time to time thereafter.
¶ 13      Then, on February 10, 2012, plaintiff filed a motion for release of the escrow funds. On
       February 29, 2012, the individual defendants filed a response in opposition to plaintiff’s
       motion and in support of RCG’s motion to cancel and release the appeal bond.
¶ 14      On April 12, 2012, this court issued its final mandate.2 On April 24, 2012, plaintiff filed
       a motion to stay pending appeal pursuant to Illinois Supreme Court Rule 305(b) (eff. July 1,
       2004). On April 25, 2012, the circuit court entered an order granting RCG’s motion to cancel
       and release the appeal bond and denying plaintiff’s motion to release the escrow funds. The
       order, however, stayed the release of the appeal bond/escrow until a scheduled hearing on
       May 4, 2012. During the hearing on that date, the circuit court stated:
               “Clearly, my determination was that Mr. Downs was to pay $125,000 for an interest
          in RCG. The Appellate Court’s determination that Mr. Downs did not own or was not
          entitled to an interest in RCG, I think, really settled the issue. Because it wasn’t the
          individuals who owed Mr. Downs the interest in RCG. RCG owed itself, owed a
          percentage of itself. And the Appellate Court has determined that, no, it didn’t. It found
          that that determination on my part was error, was against the manifest weight. And I
          don’t think now that a determination by me–I know that the plaintiff had argued earlier
          that they would have been entitled to collect a judgment against the individuals. And I
          don’t know that that’s necessarily true. I think that’s a position and an argument, but the
          judgment itself, for example, that I entered back in March of ’09, at paragraph 2, for
          example, says the defendants are ordered to execute all documents necessary to evidence
          Downs’ 2 and-a-half percent ownership interest in RCG.
               Well, clearly, for me to order the individual defendants to execute documents to
          evidence Mr. Downs’ ownership interest in RCG after the Appellate Court has
          determined that Mr. Downs doesn’t own a 2-and-a-half [percent] interest in RCG is to
          go against the mandate of the Appellate Court.
                                               ***
               So there’s simply nothing there to be enforced against these individual defendants.
          And, quite frankly, looking at the judgment order, that judgment order, again, really in
          my opinion, it really gears itself towards forcing the individual defendants to execute
          documents and to do whatever is necessary in order to assure that Mr. Downs got his 2-
          and-a-half percent interest in Rosenthal Collins, into RCG.
                                               ***
               The declaratory portion of the judgment was that Mr. Downs was owed a 2-and-a-
          half percent interest in the company. The Appellate Court reversed that. And so the 2-
          and-a-half percent that he was owed was against RCG. It wasn’t against the individual
          defendants. That he’s owed the 2-and-a-half percent, he was owed 2-and-a-half percent
          of RCG. And the Appellate Court determined, no, he wasn’t. So that’s the end of the


              2
                  This court’s original mandate issued on March 30, 2012, was recalled.

                                                   -6-
           declaratory portion.” (Emphases added.)
¶ 15       On May 3, 2012, plaintiff filed citations to discover defendants’ assets, seeking
       approximately $1.5 million against each defendant, which represented the lost profits
       connected to the 2.5% declaration of money owed. Defendants filed a motion to quash the
       citations in response. On May 4, 2012, the circuit court granted defendants’ motion to quash
       the citations to discover assets, denied plaintiff’s Rule 305(b) motion to stay pending appeal,
       and granted RCG’s motion to cancel and release the appeal bond. However, the circuit court
       stayed the release of the appeal bond based on plaintiff’s oral motion seeking a stay of the
       order.
¶ 16       Then, on May 18, 2012, plaintiff filed a notice of appeal of the circuit court’s April 25,
       2012, and May 4, 2012, orders. Specifically, plaintiff sought reversal of:
           “the trial court’s determination in its order on April 25, 2012, that the Defendants who
           did not appeal the final judgment entered against them are to be given the benefit of the
           successful appeal by co-Defendant Rosenthal Collins Group, L.L.C., such that the trial
           court would not enforce the previously-entered agreed order providing that Appellant
           could collect his final judgment against the non-appealing Defendants if the appealing
           Defendant prevailed on appeal. Appellant also seeks the reversal of the trial court’s
           decision in its order of May 4, 2012, to quash Appellant’s Citations to Discover Assets
           whereby Appellant sought to collect his final judgment against the non-appealing
           Defendants.”
       We turn now to the arguments presented by the parties.

¶ 17                                          DECISION
¶ 18       The ultimate issue in this case is whether the circuit court’s March 20, 2009, order should
       be enforced against the individual defendants, thereby requiring the individual defendants
       to pay the 2.5% profit/loss distributions of RCG to plaintiff despite the fact that this court
       overturned the circuit court’s prior order, finding that plaintiff was not an owner and not
       entitled to the requested distributions. Plaintiff contends the circuit court’s March 20, 2009,
       order finding in his favor was a final judgment as to the individual defendants, which the
       individual defendants did not appeal, thereby making the order res judicata. As a result,
       plaintiff contends the circuit court erred in refusing to permit him to collect the money he is
       owed from the individual defendants by quashing his citations to discover the assets of the
       individual defendants and by denying the release of the escrow funds to him.
¶ 19       Whether the circuit court properly quashed plaintiff’s citations to discover assets is a
       question of law, which we review de novo. Thorson v. La Salle National Bank, 303 Ill. App.
       3d 711, 714 (1999). Similarly, whether the circuit court erred in refusing to release the
       escrow funds to plaintiff was based on a question of law, which we review de novo. See, e.g.,
       id.
¶ 20       We recognize the general legal premise that a nonappealing defendant may not benefit
       from the efforts of an appealing defendant. Otta v. Otta, 58 Ill. App. 2d 63, 72 (1965) (citing
       Griffin v. Griffin, 29 Ill. 2d 354, 362 (1963)); see Nickel Plate Cloverleaf Federal Credit
       Union v. White, 120 Ill. App. 2d 91, 94 (1970). “[W]hen a judgment or decree against two

                                                 -7-
       or more defendants is vacated as to one of them, it need not for that reason alone be vacated
       as to any of the others, and should not be vacated as to any of the others unless it appears that
       because of an interdependence of the rights of the defendants or because of other special
       factors it would be prejudicial and inequitable to leave the judgment standing against them.”
       Chmielewski v. Marich, 2 Ill. 2d 568, 576 (1954). Therefore, Chmielewski does not require
       enforcement of a judgment against the nonappealing defendants if the circumstances
       demonstrate that it would be prejudicial and inequitable to impose the judgment where there
       is an interdependence of the defendants’ substantive rights. Id.
¶ 21       In the case before us, plaintiff’s right to the profits of RCG was completely dependent
       on his ownership interest in RCG. Specifically, the circuit court found:
               “1. Plaintiff Michael Downs owns a 2.5% equity ownership (two point five percent)
           in defendant RCG (the Rosenthal Collins Group L.L.C.). Downs shall be put in the same
           position regarding his interest in RCG and distributions there from that he would have
           held had his 2.5% equity interest in RCG been recognized from January 1, 2004 through
           the present;
               2. Defendants are ordered to execute all documents necessary to evidence Downs’
           2.5% ownership interest in RCG;
               3. Downs is entitled to a 2.5% ownership profit/loss distribution of RCG from
           January 2004 through the present and on a going forward basis. RCG is to provide
           Downs with all documents sufficient to show RCG’s distributions and profitability from
           January 1, 2008 to date, and in connection with any and all future distributions;
               4. From January 1, 2004 through December 31, 2007 Downs is owed $1,181,092.60
           as his profit/loss distributions for his 2.5% equity ownership interest. Downs is also owed
           2.5% of RCG’s profit/loss distributions from January 2008 to date.
               5. The defendants are ordered to pay the foregoing amounts, minus $125,000 (one
           hundred and twenty five thousand dollars). RCG shall issue the appropriate tax
           schedule(s) to Downs in conjunction with this payment, providing the same tax treatment
           to Downs’ distributions and allocations as was given to those of Defendants Rosenthal
           and Collins during the same time period;
               6. The $125,000 represents Downs’ payment for his 2.5% equity interest in RCG.
           The court finds that the book value of ownership interest of Les Rosenthal and Robert
           Collins in 1997 was $5 million; and
               7. The court holds that Mr. Downs does not have an additional 4% equity ownership
           interest in RCG because Mr. Downs and Mr. Rosenthal had different understandings of
           their agreement and did not have a meeting of the minds.
               This decision is a final and appealable order and there is no just reason for delay.”
       Although not expressly stated in the March 20, 2009, order, we assume from the context of
       the circuit court’s ruling and the subsequent hearings that the court’s ruling was entered on
       count I of plaintiff’s third amended complaint, namely, the declaration of rights and
       declaration of resulting profits. Per the March 20, 2009, order, the individual defendants were
       required to effectuate plaintiff’s interest by executing the requisite paperwork. However,


                                                 -8-
       plaintiff’s ownership interest and rights to profits were invalidated by this court in the initial
       appeal when we found that plaintiff was not an owner of RCG and, therefore, was not
       entitled to any profits therefrom. Downs, 2011 IL App (1st ) 090970, ¶ 44.
¶ 22       Notwithstanding, plaintiff argues that, because the circuit court’s March 20, 2009, order
       stated “the defendants are ordered to pay the foregoing amounts, minus $125,000,” the court
       intended to enter a money judgment against the individual defendants. (Emphasis added.)
       Contrary to plaintiff’s assertion that the circuit court specifically provided “that the
       nonappealing defendants were liable to Downs for distributions they received,” no such
       language appears in the circuit court’s order. After thoroughly reviewing the record,
       however, the circuit court’s March 20, 2009, order is ambiguous. As provided in our fact
       section of this opinion, the circuit court made contradicting statements on the record
       regarding whether the individual defendants would be held liable for the declaration of
       money owed. However, we need not make a determination as to the circuit court’s ambiguity
       where our interpretation of the circuit court’s order is not dispositive to this case.
¶ 23       Rather, even assuming, arguendo, there was a money judgment entered against the
       individual defendants, it would be directly contrary to our finding in the initial appeal to
       impose that judgment upon the individual defendants and, thus, prejudicial and inequitable
       to leave the March 20, 2009, order standing. See Chmielewski, 2 Ill. 2d at 576; Meldoc
       Properties v. Prezell, 158 Ill. App. 3d 212, 217 (1987) (judgment vacated as to the appealing
       defendant and the nonappealing defendant where the appellate court concluded it would be
       inequitable to impose an agreed order against the nonappealing defendant when the order
       was entered with the understanding that both defendants would be bound thereby). Where
       the declaration of money owed pursuant to the March 20, 2009, order was a direct extension
       and interdependent upon the declaration of ownership rights, which we invalidated, it would
       be prejudicial and inequitable to impose the March 20, 2009, order against the individual
       defendants when their only clear responsibility, based on the language of the order, was to
       effectuate plaintiff’s interest in RCG. Plainly stated, in the initial appeal, we found that
       plaintiff owns nothing and was not entitled to any distributions; therefore, to enforce the
       circuit court’s March 20, 2009, order against the individual defendants would produce a
       windfall for plaintiff. Downs, 2011 IL App (1st ) 090970, ¶ 44.
¶ 24       Plaintiff is seeking to enforce a money judgment on individual defendants, members of
       an L.L.C., based on purported obligations of RCG, the L.L.C. Due to the corporate structure
       of RCG, namely, as an L.L.C., the individual defendants could not be personally liable for
       the obligations of RCG. 805 ILCS 180/10-10(a) (West 2010) (“Except as otherwise provided
       ***, the debts, obligations, and liabilities of a limited liability company, whether arising in
       contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company.
       A member or manager is not personally liable for a debt, obligation, or liability of the
       company solely by reason of being or acting as a member or manager.”). Therefore, it would
       be prejudicial and inequitable to impose the money judgment on the individual defendants
       due to the interdependence of rights between RCG and the individual defendants as members
       of RCG similar to the result in National Bank of Austin v. First Wisconsin National Bank of
       Milwaukee, 53 Ill. App. 3d 482 (1977). In National Bank of Austin, a mortgage foreclosure
       proceeding, the appellate court found it would be prejudicial and inequitable to impose a

                                                  -9-
       deficiency judgment against a partnership due to the interdependence of the rights of the
       individual partners for whom the judgment had been vacated. Id. at 492. In other words, the
       National Bank of Austin court found it would be improper to allow the obligation of the
       partnership to stand as to the money deficiency judgment where it would cause the individual
       partners to be liable despite having been deemed not liable. Id. Therefore, the National Bank
       of Austin court, to achieve an “equitable result,” vacated the deficiency judgment as to all
       parties. Id. In this case, because we have found there was no obligation of RCG as an L.L.C.
       to plaintiff, it would be inequitable and prejudicial to impose any obligation on the individual
       defendants in their capacity as members of the L.L.C. In sum, based on the circumstances,
       we conclude that the circuit court’s March 20, 2009, order is not enforceable against the
       individual defendants.
¶ 25        Further, we find the doctrine of res judicata does not apply to the instant case. “ ‘The
       doctrine of res judicata provides that a final judgment on the merits rendered by a court of
       competent jurisdiction bars any subsequent actions between the same parties or their privies
       on the same cause of action.’ ” (Emphasis added.) Hudson v. City of Chicago, 228 Ill. 2d
       462, 467 (2008) (quoting Rein v. David A. Noyes & Co., 172 Ill. 2d 325, 334 (1996)). The
       three requirements for the application of res judicata are: (1) a final judgment on the merits
       having been rendered by a court of competent jurisdiction; (2) an identity of causes of action;
       and (3) identical parties or privies in both actions. Id. The doctrine of res judicata bars not
       only what was decided in the first action, but also whatever could have been decided. Id.
¶ 26        Again, even assuming, arguendo, that there was a judgment entered against the
       individual defendants, the key fact preventing the application of the doctrine of res judicata
       to the instant matter is the lack of a subsequent cause of action. Pursuant to section 2-1402
       of the Code of Civil Procedure (Code) (735 ILCS 5/2-1402 (West 2010)), “[a] judgment
       creditor *** is entitled to prosecute supplementary proceedings for the purposes of
       examining the judgment debtor or any other person to discover assets or income of the debtor
       not exempt from the enforcement of the judgment, a deduction order or garnishment, and of
       compelling the application of non-exempt assets or income discovered toward the payment
       of the amount due under the judgment. A supplementary proceeding shall be commenced by
       the service of a citation issued by the clerk. The procedure for conducting supplementary
       proceedings shall be prescribed by the rules.” 735 ILCS 5/2-1402(a) (West 2010).
       Accordingly, when plaintiff initiated citation proceedings against the individual defendants
       while the underlying appeal was being considered by this court, those proceedings were
       supplementary to the circuit court’s March 20, 2009, order. In fact, the circuit court quashed
       the citations on June 11, 2010, and May 4, 2012, because the citation proceedings were
       stayed until resolution of this court’s appeal in the initial instance and our findings
       invalidated the circuit court’s judgment in the second instance.
¶ 27        Plaintiff argues, within a footnote absent citation to relevant authority in violation of
       Illinois Supreme Court Rule 341(h)(7) (eff. Sept. 1, 2006), that a citation proceeding is a
       “collateral attack” barred by res judicata. The legislature, however, expressly stated that a
       citation proceeding is a “supplementary proceeding” without defining the term. 735 ILCS
       5/2-1402(a) (West 2010). According to Black’s Law Dictionary, a collateral proceeding is
       “[a] proceeding brought to address an issue incidental to the principal proceeding” while a

                                                -10-
       supplementary proceeding is “1. A proceeding held in connection with the enforcement of
       a judgment, for the purpose of identifying and locating the debtor’s assets available to satisfy
       the judgment. 2. A proceeding that in some way supplements another.” Black’s Law
       Dictionary 1324 (9th ed. 2009). As defined, a citation proceeding is not the equivalent of a
       collateral proceeding. Rather, “ ‘[s]upplementary proceedings to collect, of whatever nature,
       must derive their support from the main judgment, and if the main judgment fails the right
       to collect in such proceedings must also fail.’ ” People ex rel. Scott v. Police Hall of Fame,
       Inc., 69 Ill. App. 3d 501, 503 (1979) (quoting Alsen v. Stoner, 114 Ill. App. 3d 216, 224-25
       (1969)). Here, the citations to discover the individual defendants’ assets necessarily failed
       because we invalidated the underlying order. We, therefore, conclude that the circuit court
       did not err in quashing plaintiff’s citation proceedings aimed at fulfilling the court’s March
       20, 2009, order against defendants based on the doctrine of res judicata.

¶ 28                                    CONCLUSION
¶ 29       We affirm the judgment of the circuit court in finding that the individual defendants were
       not responsible for providing distributions to plaintiff in conjunction with the March 20,
       2009, order where our December 16, 2011, opinion invalidated plaintiff’s ability to collect
       any profits.

¶ 30      Affirmed.




                                                -11-
