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A Plus Janitorial Company, Inc. v. Group Fox, Inc.

Court of Appeals of Illinois, First District, Sixth Division

March 29, 2013

A PLUS JANITORIAL COMPANY, INC., n/k/a A Janitorial and Supply, Inc., an Illinois Corporation, Plaintiff-Appellant,
v.
GROUP FOX, INC., an Illinois Corporation, and WOJCIECH RUSIN, an Individual, Defendants-Appellees.

Held [*]

The dismissal of a dissolved corporation’s complaint alleging breach of contract, breach of an employment agreement and tortious interference with an employment agreement was upheld, notwithstanding the fact that the trial court based its decision on plaintiff’s lack of standing, since the dismissal was proper as a matter of law and was upheld on the basis of existing precedent that a dissolved corporation lacks the capacity to sue for claims arising after the dissolution.

Appeal from the Circuit Court of Cook County, No. 11-L-3501; the Hon. Daniel J. Pierce, Judge, presiding.

Lucas M. Fuksa and Nathaniel T. Cutler, both of Fuksa Khorshid LLC, of Chicago, for appellant.

Stephen A. Gorman, of Law Offices of Stephen A. Gorman, of Chicago, for appellee Group Fox, Inc.

Anthony DeBlasio and David M. Gower, both of DeBlasio & Donnell LLC, of Oak Brook, for appellee Wojciech Rusin.

Panel JUSTICE REYES delivered the judgment of the court, with opinion. Presiding Justice Lampkin and Justice Gordon concurred in the judgment and opinion.

OPINION

REYES, JUSTICE.

¶ 1 Following the dismissal of its complaint with prejudice, plaintiff A Plus Janitorial Company (A Plus) now appeals the decision of the trial court. The trial court granted the motions to dismiss of the defendants, Group Fox, Inc. (Group Fox), and Wojciech Rusin (Rusin), pursuant to section 2-619 of the Code of Civil Procedure (735 ILCS 5/2-619 (West 2010)). The trial court found that A Plus lacked standing as a dissolved corporation pursuing claims that accrued postdissolution. On appeal, A Plus argues even though its claims accrued postdissolution, it still has standing to pursue the claims because the rights to the claims existed prior to the dissolution. For the reasons that follow, we affirm the decision of the trial court.

¶ 2 BACKGROUND

¶ 3 This case involves the alleged breach of two contracts: (1) a maintenance agreement between A Plus and Group Fox, Inc.; and (2) an employment agreement between A Plus and Wojciech Rusin. A Plus was an Illinois corporation engaged in the business of providing professional cleaning services. Group Fox is an Illinois corporation engaged in real estate property management. Rusin is a former employee of A Plus who was subsequently hired by Group Fox in 2009.

¶ 4 Effective December 1, 2004, A Plus entered into a maintenance agreement with Group Fox to perform cleaning services for a building located in Oak Brook, Illinois. Pursuant to a provision in the contract, the maintenance agreement "automatically extended and renewed" every two years on December 1. Either party, however, could prevent automatic renewal of the maintenance agreement by providing written notice to the other party 30 days prior to the December 1 renewal date. The maintenance agreement also provided that Group Fox "may at no time during or for one year after termination of this Agreement hire, retain or employ any individual that is or has been employed by [A Plus]."

¶ 5 On July 5, 2005, A Plus entered into a written employment agreement with Rusin. In the employment agreement, Rusin agreed not to apply to or be hired by a "company (which is contracted with A Plus Janitorial for cleaning service) to perform the job instead of A Plus." Pursuant to this employment agreement, Rusin performed cleaning services as an employee of A Plus at the Oak Brook property managed by Group Fox.

ΒΆ 6 Effective March 8, 2008, A Plus voluntarily dissolved as a corporation after filing articles of dissolution with the Illinois Secretary of State. Nine months after A Plus's dissolution, the maintenance agreement's December 1, 2008 renewal date passed without either party providing 30 days' written notice of termination. Subsequently, in or about June 2009, Group Fox terminated the ...


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