employee of a person so liable"--or rather to each of the categories listed in P 721(3).
Under Illinois law, "the fundamental purpose of statutory construction is to ascertain and give effect to the legislature's intent." First of Amer. Bank, 651 N.E.2d at 1112. Furthermore, "in interpreting a statute the language used by the legislature must be given its plain and ordinary meaning." People v. Brandon, 162 Ill. 2d 450, 643 N.E.2d 712, 717, 205 Ill. Dec. 421 (Ill. 1994). Also, the Act of 1974 should be "liberally construed" to effectuate its purposes. P 738. Finally, the "last antecedent doctrine" generally instructs that "relative or qualifying words, phrases, or clauses are to be applied to the words or phrases immediately preceding and not as extending to or including other words, phrases or clauses more remote, unless the intent of the General Assembly disclosed by the context and reading of the entire statute requires," Board of Educ. v. Regional Bd. of Sch. Trustees, 135 Ill. App. 3d 486, 481 N.E.2d 1266, 1271, 90 Ill. Dec. 355 (Ill. App. Ct. 1985), or unless the modifier is preceded by a comma, Board of Trustees of the Policemen's Pension Fund v. Illinois Dep't of Ins., 42 Ill. App. 3d 155, 356 N.E.2d 171, 174 & n.1, 1 Ill. Dec. 171 (Ill. App. Ct. 1976).
To be sure, the omission of a comma before the clause "who materially aids in the act or transaction constituting the violation" suggests that the "materially aids" element applies only to the immediately preceding clause, "every employee of a person so liable," P 721(3). We think, however, that the Illinois Supreme Court would hold otherwise. First, an Illinois Appellate Court decision indicates a different reading of P 721(3), Vukusich v. Comprehensive Accounting Corp., 150 Ill. App. 3d 634, 501 N.E.2d 1332, 103 Ill. Dec. 794 (Ill. App. Ct. 1986), and as a federal court sitting in diversity, we generally defer to decisions of the Illinois Appellate Court, Rose v. Franchetti, 979 F.2d 81, 85 (7th Cir. 1992) ("Decisions of intermediate state courts offer the best guidance in this enterprise [predicting state supreme courts], and we follow their lead unless we have solid reason to believe that the state's highest court would repudiate them.").
In Vukusich, after a dispute arose over a franchise agreement, the franchisees brought an action under the Act of 1974, seeking damages from the franchisor-corporation and the corporation's executives. The corporation and the executives invoked an arbitration clause in the franchise agreement, but the trial court compelled arbitration only as to the corporation; only the corporation, not the executives, had signed the franchise agreement. The executives appealed, arguing that they too should proceed to arbitration because they were named as individual defendants merely because of their "status" as the franchisor's agents and that the corporation was the "real party in interest." Vukusich, 501 N.E.2d at 1333-34, 1336.
The court in Vukusich rejected this characterization of liability under the Act of 1974, reasoning that the Act "gives an aggrieved party separate and distinct rights of recovery against a franchisor and its individual officers and employees." Id. at 1336 (emphasis in original). The court described the joint and several liability created by P 721(3):
This last subsection [P 721(3)] makes it clear that the potential liability imposed thereunder is individual liability against "every principal executive officer or director of a corporation" liable under [P 721(1) and (2)] "who materially aids in the act or transaction constituting the violation." Such officer or director is individually "liable jointly and severally with and to the same extent" as the corporation unless the officer or director "had no knowledge or reasonable basis to have knowledge of the facts, acts or transactions constituting the alleged violation."