Downs v. Rosenthal, 2013 IL App (1st) 121406, features an in-depth analysis of the difference between corporate vs. individual liability, the nature of post-judgment proceedings, and appellate procedure.
Plaintiff sued defendant LLC and its individual members (the Members) for breach of fiduciary duty, breach of contract and a declaratory judgment that plaintiff was a 2.5% stakeholder in the LLC. The trial court entered a money judgment against the LLC and Members jointly and severally. The LLC defendant appealed the judgment but the Members did not.
The First District reversed and vacated the judgment, finding that plaintiff wasn’t an owner of the LLC and so wasn’t entitled to a share of the LLC’s profits. But since the Members didn’t appeal the judgment, plaintiff instituted supplementary proceedings against them. The trial court quashed the citations because the appeals court reversed the plaintiff’s judgment. Plaintiff appealed.
Held: trial court affirmed. The voided judgment against the LLC is not enforceable against the Members.
The LLC appealed – but the Members didn’t – the trial court’s ruling that plaintiff was entitled to 2.5% of the LLC’s profits over several years. Usually, a nonappealing defendant can’t benefit from the efforts of an appealing defendant. ¶ 20.
But the defendant that doesn’t appeal can benefit from a co-defendant’s successful appeal where there is an “interdependence of rights” among them that would make it unfair to allow a judgment to stand against the no appealing defendants. ¶¶ 20, 24.
The plaintiff’s right to the LLC profits was entirely dependent on his ownership interest in the LLC. Since the appeals court found that plaintiff was not an owner of the LLC, plaintiff wasn’t entitled to any LLC profits.
In Illinois, an LLC is a separate entity from its constituent members and an LLC member or manager is not personally liable for a judgment against the LLC. 805 ILCS 180/10-10(a). Once the judgment against the LLC was overturned, there was nothing to bind the Members: the Court found it was unfair to allow the plaintiff to enforce the vacated judgment against the Members. ¶24.
The First District also rejected plaintiff’s res judicata (“a thing already judged”)argument – that the judgment which the Members didn’t appeal was final and so the Members were barred from challenging plaintiff’s attempt to collect on the judgment.
Res judicata, or claim preclusion, attempts to foster closure and finality in litigation. The doctrine applies where there are successive causes of action and it bars a second action between parties after a previous final judgment on the merits. It requires (1) a final judgment on the merits; (2) identity of causes of actions; and (3) identical parties in both actions. ¶ 25.
Here, the Court found that plaintiff’s enforcement proceedings were “supplementary” to the underlying judgment and were not, by definition, a second cause of action. There was only a single action – plaintiff’s lawsuit. As a result, the Court found that the Members could properly attack the plaintiff’s post-judgment efforts once the appeals court vacated the judgment against the LLC. ¶ 26.
Take-aways: A defendant that doesn’t appeal a judgment can still benefit from a co-defendant’s successful appeal where there is an interdependence of rights between the two defendants.
However, Downs shows that it’s a perilous practice for one defendant not to appeal a money judgment when his co-defendant does appeal. In Downs, while the LLC members ended up winning, they ran the risk of having to answer for a judgment that was entered against another party (LLC) and ultimately overturned.
Downs also illustrates that a judgment creditor’s collection proceedings aren’t viewed as separate claims for res judicata purposes.