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Shamrock Chicago Corp. v. Wroblewski

Court of Appeals of Illinois, First District, First Division

December 31, 2019

SHAMROCK CHICAGO CORP., an Illinois Corporation, Plaintiff-Appellee,
v.
STEVEN M. WROBLEWSKI, DAVID J. WELLS, CHRISTOPHER ENGLAND, DONALD NOWAK, SKYLINE INDUSTRIAL CORP., an Illinois Corporation, and Unknown Investors and Co-conspirators, Defendants Skyline Industrial Corp., Defendant-Appellant.

          Appeal from the Circuit Court of Cook County. No. 17 M 36275 Honorable David D. Roti, Judge, presiding.

          Attorneys for Appellant: William J. Didier, of Didier Law Office, LLC, of Chicago, for appellant.

          Attorneys for Appellee: Matthew M. Saffar and John S. Saletta, both of Palatine, for appellee.

          JUSTICE HYMAN delivered the judgment of the court, with opinion. Presiding Justice Griffin and Justice Pierce concurred in the judgment and opinion.

          OPINION

          HYMAN JUSTICE

         ¶ 1 Shamrock Chicago Corporation sells antifreeze, motor oil, and heat transfer fluids. After a failed negotiation to sell Shamrock to a small group of its employees, those employees, according to Shamrock's complaint, misappropriated and then destroyed large swaths of financial and client data from Shamrock's computers. Using that information, the then-former employees formed their own company, Skyline Industrial Corporation.

         ¶ 2 Shamrock sought ongoing disclosure of Skyline's bank statements and Quickbooks files. The trial court ordered Skyline to comply with Shamrock's request and appointed a facilitator in discovery to help enforce its order. Skyline, fearing interference with its new business if Shamrock became privy to its finances, refused to comply. The trial court found Skyline in "friendly contempt" and imposed a monetary penalty, vesting us with interlocutory jurisdiction. See Ill. S.Ct. R. 304(b)(5) (eff. Mar. 8, 2016).

         ¶ 3 Skyline argues that the ongoing production of its bank statements and Quickbooks files is overbroad and includes information irrelevant to Shamrock's claims. Skyline also disputes the propriety of appointing a facilitator in discovery to assist the trial court in the oversight of Skyline's discovery compliance. We find the information Shamrock requested both relevant and integral to proving its claims. We also find no impediment to the trial court's appointment of a facilitator in discovery under either the discovery rules or case law interpreting them. We affirm the discovery order, but since Skyline appealed in good faith, vacate the contempt order.

         ¶ 4 Background

         ¶ 5 Shamrock has sold antifreeze, motor oil, and heat transfer fluids since 1974. John Dreamer, Sr. eventually became the sole shareholder. When John died, his wife, Annie Dreamer, became the sole shareholder. Annie, now incapacitated due to medical issues, is the sole beneficiary of a trust that holds all of Shamrock's stock.

         ¶ 6 At the time of the events giving rise to this litigation, Shamrock had five employees: John Dreamer, Jr., Les Kreifels, Steven Wroblewski (John Jr.'s nephew), David Wells, and Chris England. Wroblewski started working for Shamrock in 2006 and served as the vice president and secretary. Wells, a certified public accountant, started working for Shamrock in 2011, and served as Shamrock's chief financial officer. England also was an employee, though the record leaves his role vague.

         ¶ 7 The Dreamer family decided to sell Shamrock and offered Wroblewski and Wells the opportunity to make the first offer. Wroblewski and Wells submitted an offer that was financially acceptable but included "collateral terms" that the Dreamers would not accept. In "mid-August" 2017, Shamrock made a counteroffer, having revised some terms unrelated to the purchase price.

         ¶ 8 On September 1, 2017, Wroblewski and Wells "abruptly resigned." England resigned four days later. According to Shamrock's first amended complaint, the day before Wroblewski and Wells resigned, they "had Beaver Shredding, Inc., deliberately destroy three double file boxes and perform one cabinet destruction service at Shamrock's headquarters" without anyone else's knowledge. The complaint also alleged that Wroblewski and Wells "had deliberately altered the network of computers" and "deleted large amounts of data from Shamrock's computer system." Wells also had "copied Shamrock's Quickbooks files" and other data from Shamrock's computers. Wroblewski, for his part, uploaded data from Shamrock's computers to the digital storage site Dropbox in the days leading up to his resignation.

         ¶ 9 After the resignations, Skyline "went live" with its own website. Shamrock alleges that Skyline's business is "exactly the same" as its own, and Skyline has been representing itself as Shamrock's successor business to customers and vendors. The complaint attaches a series of e-mails initiated by Wroblewski to Shell Corporation, one of Shamrock's vendors, in which Wroblewski requests an application for credit. In the e-mail chain, one of the Shell employees says, "Shamrock was just bought out by 2 of their employees and investors. Their new name is Skyline Industrial Corp." Later that month, a logistics company that Shamrock used "insisted numerous times" that it was waiting on a shipment of 5000 gallons of propelyene glycol for one of Shamrock's customers. Shamrock did not know about the shipment. Later Shamrock learned Skyline had made the order.

         ¶ 10 Shamrock's complaint sets out 11 counts against various combinations of Wroblewski, Wells, England, Skyline, yet-unknown investors, and David Nowak, an accountant Shamrock employed for tax purposes. Many counts allege that the defendants "destroy[ed] electronic data, including but not limited to: Emails; Quickbook[s] files; Accounts Receivable; Accounts Payable; Client lists; Supplier invoices and pricing; Formula lists, and client histories." Before allegedly destroying those files, Shamrock alleges that defendants uploaded them to Dropbox.

         ¶ 11 Shortly after filing its complaint, Shamrock moved for a temporary restraining order (TRO). The motion for a TRO asked, among other things, that the court appoint "a receiver to monitor any substantial transactions engaged in by the defendants and in particular Skyline, Wroblewski, Wells, and England pursuant to 740 ILCS 160/8(3)(B)." The trial court granted Shamrock's motion and entered a TRO "[a]ppointing a receiver at Plaintiffs expense to monitor any substantial (i.e., $20, 000 or more) transactions engaged in by the defendants Skyline, Wroblewski, and ...


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