2026 IL App (1st) 251219
No. 1-25-1219
Opinion filed August 14, 2026
Sixth Division
IN THE
APPELLATE COURT OF ILLINOIS
FIRST DISTRICT
SAFE ZONE SERVICES, LLC, )
)
)
Plaintiff-Appellant, )
Appeal from the Circuit Court
v. )
of Cook County.
)
LINN-MATHES, INC.; RAYMUNDO RIVERA; )
JLL CONSTRUCTION SERVICES, INC.; CIBC )
No. 21 L 9062
BANK USA; ROOSEVELT-WESTERN )
CURRENCY EXCHANGE, INC.; and )
BELMONT BANK AND TRUST, )
The Honorable
)
John J. Curry. Jr. and Johnathan
Defendants )
Clark Green,
)
Judge, presiding.
(Linn-Mathes, Inc.; Raymundo Rivera; JLL )
Construction Services, Inc.; Roosevelt-Western )
Currency Exchange, Inc.; and Belmont Bank and )
Trust, Defendants-Appellees). )
JUSTICE HYMAN delivered the judgment of the court, with opinion.
Justice Pucinski concurred in the judgment and opinion.
Presiding Justice C.A. Walker concurred in part and dissented in part, with opinion.
OPINION
¶1 Charles Avery and Raymundo Rivera co-owned Safe Zone Services, LLC (Safe Zone),
which provides excavation and hauling services for construction sites. After their business
relationship ended, Rivera transferred his 49% membership interest in Safe Zone to Avery but
1-25-1219
retained several construction projects, including the Emmett Project. This appeal concerns
ownership of payment for over $200,000 in work Safe Zone completed before the transfer took
effect.
¶2 Months after the transfer, Linn-Mathes, Inc. (Linn-Mathes), the general contractor on the
Emmett Project, issued checks to Rivera and his employer, JLL Construction Services, Inc.
(JLL), for work Safe Zone completed before the transfer. Safe Zone then sued Rivera and JLL
for breach of contract, conversion, and unjust enrichment. The complaint also alleged breach
of contract against Linn-Mathes and included currency exchange and a bank as defendants for
negotiating the checks. Additionally, Safe Zone alleged Rivera failed to pay invoices for
services Safe Zone provided to JLL.
¶3 The trial court granted summary judgment for defendants, finding Safe Zone agreed to
transfer payments for its past work to Rivera. The court also found Linn-Mathes did not breach
its contract by issuing payment to Rivera and that the financial institutions were not liable for
negotiating the checks.
¶4 Avery argues the trial court erred in (i) granting summary judgment, (ii) vacating a default
order entered against JLL, and (iii) denying his motion for attorney’s fees.
¶5 We agree with Avery in part. The trial court erroneously equated the transfer of the Emmett
Project with the transfer of payment for work Safe Zone completed before the transfer. When
read together, the membership interest purchase agreement and assignment transferred the
Emmett Project prospectively but did not affect compensation for labor and services Safe Zone
furnished before the transfer. We therefore reverse the summary judgment in favor of Rivera
and JLL and remand with instructions to enter summary judgment in favor of Safe Zone as to
the ownership of the January and February checks.
-2-1-25-1219
¶6 Because the judgments in favor of Linn-Mathes and the financial institutions rested on the
conclusion that Rivera owned the proceeds, we reverse those judgments and remand for further
proceedings consistent with this opinion.
¶7 Finally, we affirm the order vacating JLL’s default. We lack jurisdiction to review the
denial of attorney’s fees.
¶8 BACKGROUND
¶9 Safe Zone, owned by Avery, provides excavation, waste removal, and traffic control
services for construction sites. Rivera worked in various capacities for several construction
companies, including JLL. In 2019, Avery and Rivera agreed that Rivera would acquire a 49%
membership interest in Safe Zone in exchange for using his industry contacts to secure work
for the company. Rivera continued working for JLL and used Safe Zone’s services on
numerous projects, resulting in $98,000 in unpaid Safe Zone invoices (hereinafter, open
invoices).
¶ 10 In September 2020, Safe Zone entered into a subcontract agreement with general contractor
Linn-Mathes to perform excavation and hauling work for a Chicago Housing Authority
development known as the Emmett Project. During October and early November 2020, Safe
Zone provided services on the project of $123,835 and $77,286, respectively.
¶ 11 On November 6, 2020, Rivera transferred his membership interest in Safe Zone back to
Avery through a membership interest purchase agreement (MIPA) and an assignment of
limited liability company membership interest (Assignment). The parties do not dispute that
before they executed the MIPA and Assignment, Safe Zone had already furnished more than
$200,000 in labor and services on the Emmett Project.
-3-1-25-1219
¶ 12 Under the MIPA, Rivera retained, and Avery waived and relinquished “all right, title, and
interest in and to” several construction projects, including the Emmett Project, in exchange for
$100. Rivera also agreed to indemnify and hold Avery and Safe Zone harmless against losses,
damages, costs, and expenses arising from those retained projects. The MIPA does not address
payment for work Safe Zone completed before November 6. Nor does the MIPA state that
compensation attributable to labor and services Safe Zone had already furnished before closing
would pass to Rivera.
¶ 13 Under the Assignment, Rivera transferred and assigned to Avery “all of [his] right, title,
and interest in and to an undivided forty-nine (49%) interest” in Safe Zone and directed that
“all future distributions and payments on account of the Membership Interest hereby assigned
be paid to [Avery.]” Further, Rivera “acknowledge[d] that all amounts that [he] may otherwise
be entitled to from the Company have been received.” Rivera “forever waive[d] any and all
rights and claims to the Membership Interest, assets of the Company, or any related interest
herein.”
¶ 14 Avery and Rivera later submitted a change order to Linn-Mathes transferring the Emmett
Project from Safe Zone to JLL. Avery e-mailed the change order to Jamie Bell, Linn-Mathes’s
project manager. Bell responded with an e-mail and attachment showing that Linn-Mathes
owed (i) $123,835 for October work already completed by Safe Zone, (ii) $77,286 for
November work already completed by Safe Zone, and (iii) $165,037 remaining under the
contract after transfer to JLL. In addition, Linn-Mathes and JLL entered into a new subcontract.
¶ 15 In December 2020, Avery e-mailed Bell requesting that Safe Zone’s payments be mailed
to him. Bell responded that Linn-Mathes would require a lien waiver before issuing payment.
-4-1-25-1219
Linn-Mathes instead sent the lien waiver to Rivera, who signed it as an authorized
representative of Safe Zone and returned it.
¶ 16 Linn-Mathes then issued a check payable to Safe Zone in the amount of $123,835 for its
October 2020 work (the January check). Rivera picked up the check and cashed it at RooseveltWestern Currency Exchange, Inc. (Roosevelt-Western). In his deposition, Rivera said Avery
met him at the currency exchange and endorsed the check. Avery denies doing so and claims
Rivera forged his signature.
¶ 17 In February 2021, Avery e-mailed Bell, Rivera, and others again and advised Linn-Mathes
that only he had authority to collect payments on behalf of Safe Zone. On February 22, 2021,
Linn-Mathes e-mailed lien waivers to Avery and Rivera, stating that a joint check for $77,286
for the November 2020 work would be issued to Safe Zone and JLL. In response, Avery sent
an e-mail asking that Linn-Mathes “make that check out to JLL. I’m not sure why the first
payment was submitted to Safe Zone, but going forward, this next payment needs to be made
directly to JLL.” He later sent an e-mail to Rivera and Bell again asking that the payment be
made to JLL, stating that “Safe Zone had nothing to do with the project” and that “[a]ny audits,
waivers, etc[.] I won’t be apart [sic] of.”
¶ 18 Linn-Mathes made the $77,286 check (the February check) payable to Safe Zone and JLL
jointly. Rivera picked up the February check and deposited it in a JLL account at Belmont
Bank and Trust (Belmont). Rivera acknowledged in his deposition that Avery contacted him,
saying he should have received both the January and February checks. Rivera told Avery that
because Avery had failed to pay subcontractors, Rivera intended to keep the proceeds.
¶ 19 Procedural History
-5-1-25-1219
¶ 20 Safe Zone filed an 11-count complaint, which it later amended, naming as defendants LinnMathes, Rivera, JLL, CIBC Bank USA (CIBC), Roosevelt-Western, and Belmont. Safe Zone
alleged conversion against Rivera for cashing both checks (count I), breach of contract against
Rivera for not paying the open invoices and cashing the two checks in violation of the MIPA
(count II), unjust enrichment (in the alternative) against Rivera as to the open invoices and the
two checks (count III), unjust enrichment (in the alternative) against JLL as to the February
check (count IV), breach of the subcontract against Linn-Mathes for issuing the checks to
Rivera (count V), negligently contributing to a forged signature or alteration of an instrument
in violation of the Uniform Commercial Code (UCC) (810 ILCS 5/1-101 et seq. (West 2020))
against Linn-Mathes (count VI), aiding and abetting Rivera’s alleged conversion of the January
check against Roosevelt-Western (count VII), and violation of the UCC impostor provision
against CIBC (count VIII) and Belmont (count IX). The trial court entered judgment on the
pleadings for CIBC, and it is not a party to this appeal.
¶ 21 Safe Zone moved to default JLL and strike its pleadings for noncompliance with a
discovery deadline order. The trial court denied the motion to strike but entered default, finding
that JLL had failed to certify its discovery responses. The court also struck JLL’s motions for
summary judgment. JLL moved to vacate the default, attaching the outstanding answers to the
production request with signed attestations. Finding the discovery responses properly certified,
the trial court granted the motion to vacate.
¶ 22 Summary Judgment Motions
¶ 23 Safe Zone moved for partial summary judgment against Rivera, arguing he breached the
MIPA by failing to pay (i) union fees, fuel, and expenses, (ii) the open invoices, and (iii) Safe
Zone’s legal expenses and costs under the MIPA’s indemnification provision. The trial court
-6-1-25-1219
entered partial summary judgment in favor of Safe Zone for $29,416.44 for fuel and union
expenses but otherwise denied its motion without prejudice, finding Safe Zone’s affidavit in
support of fees insufficient. Safe Zone amended its affidavit and filed two additional motions
for summary judgment against Rivera on fees and costs. The court again found the affidavit
lacking and denied the motions without prejudice.
¶ 24 Safe Zone also moved for summary judgment against Linn-Mathes and RooseveltWestern. As to Linn-Mathes, Safe Zone contended the record showed “that Avery was the sole
authorized representative of Safe Zone, with exclusive authority to sign waivers and receive
payments,” and that Linn-Mathes knew Rivera lacked authority to receive payments. Thus,
Linn-Mathes’ "decision to issue [the January check] to Rivera *** was a violation of their
contractual and legal obligations.”
¶ 25 Safe Zone contended Roosevelt-Western violated its duty “to exercise reasonable care and
properly verify Rivera’s authority to negotiate” by allowing Rivera to negotiate the January
check without “verify[ing] Rivera’s authority or authenticate Charles Avery’s signature on the
checks, despite knowing Avery was the sole authorized representative of Safe Zone.”
¶ 26 Each defendant moved for summary judgment against Safe Zone. Rivera and JLL’s motion
asserted that under the MIPA, Safe Zone had “waived and relinquished all right, title and
interest” in the Emmett Project and had no right to the January and February checks. In
response, Safe Zone argued that under the Assignment, Rivera assigned his 49% interest in
Safe Zone to Avery, including “all future distributions and payments on account of the
Membership Interest,” which included the January and February checks. Safe Zone also
referenced an e-mail exchange where Avery asks Rivera, “So you’re not going to pay the open
invoices? After I paid everything on this contract? After you forged my signature on a check
-7-1-25-1219
made to Safe Zone twice ***.” Rivera responded, “Yes, they will prosecute me, I know, but in
our agreement we were to divide it equally.”
¶ 27 Linn-Mathes’s summary judgment motion argued its subcontract with Safe Zone did not
require it to determine who had authority to accept payment for Safe Zone. Further, Safe Zone
admitted that it had surrendered the rights to both checks to Rivera and e-mailed Linn-Mathes
asking that the checks be made payable to JLL. Regarding the UCC claim, Linn-Mathes
contended the record established no one altered or forged checks.
¶ 28 Belmont also argued that the UCC did not apply and that it had frozen the funds from the
February check and offered to issue a check for the full amount to Safe Zone.
¶ 29 Roosevelt-Western moved for summary judgment and to bar testimony, arguing that Safe
Zone failed to answer Roosevelt-Western’s interrogatories under Illinois Supreme Court Rule
213(f)(1) (eff. Jan. 1, 2018) and should be barred from introducing witness testimony.
¶ 30 The trial court granted summary judgment for Rivera, JLL, Linn-Mathes, and Belmont.
The court also granted Roosevelt-Western’s motion to bar testimony but denied its motion for
summary judgment without prejudice and granted leave to amend its motion. The court denied
Safe Zone’s summary judgment motions.
¶ 31 The court found (i) that the MIPA allocated to Rivera all rights and interests in the LinnMathes contract, including the January and February checks, and (ii) that Linn-Mathes’s
contract with Safe Zone did not prohibit giving checks to Rivera and that no “genuine issue of
material fact as to whether Linn-Mathes failed to exercise ordinary care in tendering” them.
¶ 32 As to the UCC claims against Belmont, no evidence showed that Rivera “had been acting
as an impostor in terms of either the issuance or creation or endorsement of either of the
checks.” In sum, the trial court said, “I don’t see how Safe Zone can allege any damage. Safe
-8-1-25-1219
Zone was not entitled to any of the proceeds of either of those checks given the construction
the court has made of the MIPA.”
¶ 33 Roosevelt-Western amended its motion for summary judgment, arguing the decision that
Safe Zone was not entitled to the January check obviated its claim against it. The trial court
agreed and granted the amended motion.
¶ 34 The trial court denied Safe Zone’s motions to reconsider the summary judgment orders.
¶ 35 ANALYSIS
¶ 36 Summary Judgment
¶ 37 Safe Zone contends the trial court erred in granting summary judgment to the defendants
and in denying Safe Zone’s motion for summary judgment regarding ownership of the January
and February checks.
¶ 38 Summary judgment is appropriate “if the pleadings, depositions, and admissions on file,
together with the affidavits, if any, show that there is no genuine issue as to any material fact
and that the moving party is entitled to a judgment as a matter of law.” 735 ILCS 5/2-1005(c)
(West 2024). Summary judgment remains a drastic measure and should be granted only where
the moving party’s right to judgment is “clear and free from doubt.” Outboard Marine Corp.
v. Liberty Mutual Insurance Co., 154 Ill. 2d 90, 102 (1992). In determining whether a material
issue of fact exists, we construe the pleadings, depositions, admissions, and affidavits strictly
against the moving party and liberally in favor of the opponent. Id. at 131-32.
¶ 39 Contract construction and interpretation present a question of law appropriate for summary
judgment. William Blair & Co. v. FI Liquidation Corp., 358 Ill. App. 3d 324, 334 (2005). But
when the contract’s language is ambiguous, we ascertain its meaning through extrinsic
evidence and summary judgment is inappropriate. Id. (“ ‘In cases involving contracts, there is
-9-1-25-1219
a disputed fact precluding summary judgment when the material writing contains an ambiguity
which requires admission of extrinsic evidence.’ ” (quoting Loyola Academy v. S&S Roof
Maintenance, Inc., 146 Ill. 2d 263, 272 (1992))). A contract is ambiguous if it is subject to
more than one reasonable interpretation. Id. Moreover, “ambiguity in the terms of a contract
must be resolved against the drafter of the disputed provision.” Dowd & Dowd, Ltd. v. Gleason,
181 Ill. 2d 460, 479 (1998).
¶ 40 Turning to the documents, the MIPA and Assignment were executed on the same day, by
the same parties, for the same purpose, and as part of the same transaction. Accordingly, we
construe them together as one agreement. Gallagher v. Lenart, 226 Ill. 2d 208, 233 (2007).
¶ 41 The trial court acknowledged this principle but effectively confined its analysis to a single
sentence in section 3 of the MPA: “[Rivera] *** retains and [Avery], for himself, and on behalf
of [Safe Zone] *** waives and relinquishes, all right, title, and interest in and to *** certain
construction projects” including the Emmett Project.” As noted, however, neither section 3 nor
the remainder of the MIPA addresses how unpaid compensation for work Safe Zone completed
before November 6 would be handled.
¶ 42 The MIPA transfers the Emmett project. It does not address who owns payment for work
Safe Zone completed before the transfer. Neither the MIPA nor the Assignment expressly
transfers (i) compensation for completed pre-closing work, (ii) accrued receivables, and
(iii) payment rights arising from labor and services already performed. The right to payment
usually arises when the work is performed, even though payment may not be made until later.
See Evans & Associates, Inc. v. Dyer, 246 Ill. App. 3d 231, 239 (1993) (builder who
substantially performs in workmanlike manner is entitled to payment for contract price less
offset for defects); see also Restatement (Second) of Contracts § 237(d) (1981) (contractor who
-10-1-25-1219
has substantially performed has claim for unpaid balance). This omission is significant because
the MIPA specifically allocates payroll obligations, open invoices, indemnification, fuel
expenses, and other financial rights and obligations. Had the parties intended to transfer
compensation for completed pre-closing work, they knew how to say so. They did not. To the
extent uncertainty remains, the documents are construed against the drafter, Rivera’s counsel.
See Dowd & Dowd, Ltd., 181 Ill. 2d at 479; see also Set Environmental, Inc. v. Power Cartage,
Inc., 2022 IL App (1st) 211403, ¶ 29 (“ambiguity in the terms of a contract will be construed
against the drafter”).
¶ 43 Yet nowhere in either agreement is there mention of the transfer of more than $200,000
attributable to work Safe Zone had already completed before November 6.
¶ 44 The Assignment transferred all of Rivera’s interest in Safe Zone back to Avery and directed
that “all future distributions and payments on account of [Rivera’s] Membership Interest” be
paid to Avery. Rivera further acknowledged that “all amounts that Assignor may otherwise be
entitled to from [Safe Zone] have been received” and forever waived “all rights and claims to
the Membership Interest, assets of [Safe Zone], or any related interest herein.”
¶ 45 These provisions are not surplusage. A contract should be construed so that no term is
rendered meaningless. Thompson v. Gordon, 241 Ill. 2d 428, 442 (2011). The trial court
construction gives dispositive effect to the retained-project language while giving no effect to
these provisions of the Assignment. We decline to read the agreements in isolation, rendering
portions of the Assignment meaningless. See id.
¶ 46 By November 6, Safe Zone had already completed more than $200,000 in work on the
Emmett Project. The January and February checks compensated that work. The trial court
focused on when Linn-Mathes issued payment rather than when Safe Zone performed the
-11-1-25-1219
underlying labor and services. Construction projects create value when work is performed, not
months later when accounting departments process paperwork and issue checks. Nothing in
the MIPA or Assignment transformed compensation for completed pre-closing work into a
post-closing project asset.
¶ 47 The trial court concluded that because Rivera retained the Emmett Project, he necessarily
retained the January and February checks as well. Nothing in either the Assignment or MIPA
states that compensation already earned before closing became part of the Emmett Project
transferred to Rivera. The MIPA transferred the Emmett Project and the remaining contractual
rights associated with it. The Assignment simultaneously transferred Rivera’s membership
interest to Avery, directed future distributions and payments to Avery, acknowledged that all
amounts otherwise owed to Rivera had been paid, and waived claims to Safe Zone assets and
related interests.
¶ 48 The trial court treated transfer of the project as synonymous with transfer of compensation
for work performed before the transfer date. That confuses the timing of payment with the
timing of performance. The subsequent issuance of checks did not alter when the value arose.
Because the MIPA and Assignment are unambiguous when construed together, we do not
consider the parties’ later communications or conduct in interpreting them. See Richard W.
McCarthy Trust v. Illinois Casualty Co., 408 Ill. App. 3d 526, 535 (2011) (“[i]f the language
of a contract is clear and unambiguous, the intent of the parties must be determined solely from
the language of the contract document”). Avery’s later e-mails, Bell’s understanding of the
transaction, and the parties’ post-closing conduct cannot vary the terms of the written
agreements. See id.
-12-1-25-1219
¶ 49 We find that the trial court erred in granting summary judgment in favor of Rivera and
JLL. For the same reason, the trial court erred in denying Safe Zone’s motion for summary
judgment regarding ownership of the January and February checks. We reverse the judgment
in favor of Rivera and JLL and remand with directions to enter summary judgment in favor of
Safe Zone on ownership of the proceeds of the January and February checks.
¶ 50 As to the claims against Linn-Mathes, Roosevelt-Western, and Belmont, the trial court
entered judgment in their favor based solely on its conclusion that Rivera owned the proceeds
of the checks. Because that conclusion was incorrect, those judgments cannot stand. Whether
those defendants exercised ordinary care, acted reasonably, or possessed defenses independent
of ownership remains for resolution on remand.
¶ 51 Order Vacating JLL’s Default
¶ 52 Safe Zone argues the trial court erred in vacating JLL’s default because it still has not
complied with the trial court’s discovery order.
¶ 53 The decision to vacate a default judgment is within the trial court’s discretion, and we will
not reverse it absent an abuse of that discretion. Glover v. Fitch, 2015 IL App (1st) 130827,
¶ 29. Safe Zone has not established that the circuit court abused its discretion in vacating the
default against JLL and reinstating its summary judgment motion. The trial court entered
default against JLL due to insufficient discovery responses. JLL then supplemented the
responses and moved to vacate the default. The court agreed JLL had cured the deficiencies by
providing signed attestations to the discovery responses. Safe Zone does not dispute that JLL
provided new attestations. Instead, it raises additional issues as to the substance of JLL’s
responses. Those issues do not provide a basis to reversal, as the trial court could reasonably
have concluded that the supplemental responses sufficiently cured the issues with the initial
-13-1-25-1219
discovery responses. If Safe Zone disagrees, it can raise those discovery issues again on
remand.
¶ 54 Safe Zone also argues the trial court should have struck JLL’s pleadings because Rivera
procured JLL’s attorney without authorization. Specifically, Safe Zone contends Rivera did
not own or manage JLL and had no authority to retain counsel for the company. Safe Zone
asserts that absent authority to retain counsel, the attorney’s acts are a nullity.
¶ 55 This argument fails because Safe Zone does not have standing to raise it. “A party does not
have standing to challenge opposing counsel’s ability to represent a client without some
showing that the representation adversely affects interests of the party challenging opposing
counsel’s representation.” In re Estate of M.L., 2018 IL App (3d) 170712, ¶ 27. Safe Zone does
not explain how JLL’s current counsel adversely affects Safe Zone’s interests and, thus, lacks
standing to raise the argument.
¶ 56 Attorney’s Fees
¶ 57 Safe Zone contends the trial court erred in denying its motions for attorney’s fees against
Rivera under the indemnification provisions of the MIPA and Assignment. Safe Zone asks that
we enter partial summary judgment and make a directed ruling awarding it $433,951 in
attorney’s fees.
¶ 58 This court only has jurisdiction over final orders, unless specifically authorized by supreme
court rules. Hawes v. Luhr Brothers, Inc., 212 Ill. 2d 93, 106 (2004). Orders denying a motion
for summary judgment are generally not appealable because they are interlocutory in nature
and not final. In re Estate of Funk, 221 Ill. 2d 30, 85 (2006). The trial court denied Safe Zone’s
motions for summary judgment against Rivera on attorney’s fees, without prejudice. Those
orders are not final. Accordingly, we lack jurisdiction to address them.
-14-1-25-1219
¶ 59 Affirmed in part and reversed in part; cause remanded.
¶ 60 JUSTICE WALKER, concurring in part and dissenting in part:
¶ 61 I agree with the majority’s decisions to affirm the circuit court’s lift of JLL’s default and
find that we lack jurisdiction to review Safe Zone’s attorney’s fees claim. However, I
respectfully dissent from the majority’s conclusion that the MIPA and Assignment did not
unambiguously assign all rights to the January and February Checks to Rivera.
¶ 62 I would find that the MIPA and Assignment, read together, unambiguously assigned all
rights to the January and February Checks to Rivera, and as such, Safe Zone cannot establish
(1) the wrongdoing element of conversion and (2) the damages element of breach of contract
or any purported UCC-based cause of action.
¶ 63 Section 3 of the MIPA is clear and unambiguous. In exchange for ceding his 49% interest
in Safe Zone to Avery, Rivera received all rights and interests in the three retained projects,
including the Emmett Project. This grant is unqualified and expressly includes rights and
interests previously accrued. Intent is made obvious by the use of the term “relinquish,” which
makes it unquestionable that the parties intended to transfer any existing right or interest that
Safe Zone had in the Emmett Project (for instance, the rights to the January and February
checks as acknowledged by Avery), and not just rights and interests it could accrue moving
forward. See Relinquishment, Black’s Law Dictionary (12th ed. 2024) (“The abandonment of
a right or a thing.”).
¶ 64 The majority’s analysis centers on the Assignment’s language that “all future distributions
and payments on account of the Membership Interest hereby assigned be paid to [Avery]” and
Rivera “acknowledge[d] that all amounts that [he] may otherwise be entitled to from the
Company have been received,” finding that this language can be interpreted as Rivera
-15-1-25-1219
conceding he was not owed the outstanding payments from the Emmett Project, and noting
that the circuit court appears to have failed to interpret the Assignment at all. Even if the circuit
court did so err, it does not alter this court’s ability to affirm the court while considering the
MIPA and Assignment together in full. See Midwest Electronics Gaming, LLC v. Illinois
Gaming Board, 2025 IL App (1st) 241076, ¶ 26. And the text of the MIPA and Assignment,
taken together, unambiguously transfers everything to do with the Emmett Project to Rivera.
If the retained projects are interpreted as part of Rivera’s “Membership Interest” (as referenced
in the Assignment) such that Avery is still entitled to the payments from the retained projects,
Rivera would effectively receive nothing by virtue of the retained project provision; he would
instead simply have to transfer anything he received from the retained projects back to Safe
Zone. Such a circular arrangement, in which the MIPA and Assignment contradict each other,
leads to an obviously absurd result, which this court must interpret the MIPA to avoid. See
Stonegate Insurance Co. v. Smith, 2022 IL App (1st) 210931, ¶ 37.
¶ 65 The majority is correct that the Assignment is not mere surplusage, but we have a
fundamental disagreement on its implications. When the Assignment is considered alongside
section 3 of the MIPA, the plain and ordinary meaning is that the retained projects now belong
to Rivera separately and exclusively. They are unrelated to Rivera’s “Membership Interest.”
Kuhn v. Owners Insurance Co., 2024 IL 129895, ¶ 31. Whatever other assets or outstanding
payments Rivera may have ceded his rights to by virtue of the Assignment expressly excluded
his rights to everything pertaining to the Emmett Project, and it is this primary consideration
on which I base my conclusions.
¶ 66 I also disagree with the majority’s conclusion that because the MIPA does not expressly
transfer the amounts due as reflected in the January and February checks, we cannot interpret
-16-1-25-1219
it as affecting such a transfer. This construction is belied by the plain language of both
documents, read together. Section 3 of the MIPA expressly transferred everything to do with
the Emmett Project, past, present, and future, with no limitations or qualifications. As the
majority states, when the parties wanted to be specific in the contract, they were. But on this
point, the agreement broadly assigns to Rivera everything related to Emmett including the right
to receive the payments reflected in the January and February checks.
¶ 67 I note that Safe Zone argued in its briefing that even if this court disagreed with its
interpretation of the MIPA and Assignment, we should still remand for the fact finder to
consider e-mails and other extrinsic evidence to determine whether the parties intended to
transfer the rights to the January and February checks to Rivera via those documents. I reject
this argument because, as explained above, there is no ambiguity in the absolute and allencompassing language in the MIPA and Assignment regarding the Emmett Project that would
make consideration of extrinsic evidence proper. See Air Safety, Inc. v. Teachers Realty Corp.,
185 Ill. 2d 457, 462-63 (1999). I further note that given the state of the record—which, as the
majority acknowledges, includes an e-mail in which Avery stated to Linn-Mathes personnel,
as to the February check “make that check out to JLL. I’m not sure why the first payment was
submitted to Safe Zone, but going forward, this next payment needs to be made directly to
JLL,” and later, “Safe Zone had nothing to do with the [Emmett] project,” examination of
extrinsic evidence might not be as strong an argument as Safe Zone anticipates.
¶ 68 Finally, though I would affirm summary judgment on most counts, I would reverse and
remand on Safe Zone’s “open invoices” claim. The record shows that the purported invoices,
the authenticity of which Rivera does not challenge, were for work unrelated to the Emmett
Project. It follows that the retained project issue does not resolve the open invoices claim.
-17-1-25-1219
Despite this fact, and despite Safe Zone emphasizing this in its motion to reconsider, the circuit
court maintained its blanket dismissal of counts II and III without any substantive consideration
of the open invoices. Based on this record, I would find that summary judgment should not
have been granted on the open invoice aspect of counts II and III, and remand for further
proceedings on that narrow issue, as Rivera did not demonstrate there was no issue of material
fact on whether he owed payment on these invoices. See Mashal v. City of Chicago, 2012 IL
112341, ¶ 49. Rivera’s lone rejoinder is that Safe Zone failed to clarify that the open invoices
were unrelated to the Emmett Project. This is belied by the record, as the invoices themselves
are labeled as pertaining to other projects and dated as occurring before the Emmett Project
began. To the extent Rivera argues he does not actually owe the amounts listed in the invoices,
or other evidence indicates the invoices are invalid, he would have the chance to litigate such
factual issues on remand.
¶ 69 For these reasons, I would affirm the circuit court’s grant of summary judgment on counts
I, IV, V, VI, VII, and IX of the third amended complaint, thereby fully resolving all claims
against defendants JLL, Linn-Mathes, Roosevelt-Western, and Belmont; I would also affirm
the grant of summary judgment on counts II (breach of contract) and III (unjust enrichment)
insofar as those counts seek damages from Rivera arising from the January and February
checks. However, I would remand solely for further proceedings on the allegations in counts
II and III concerning the open-invoice claim against Rivera.
¶ 70 Because I disagree only with the majority’s disposition of counts II and III, I respectfully
dissent in part.
-18-1-25-1219
Safe Zone Services, LLC v. Linn-Mathes, Inc., 2026 IL App (1st) 251219
Decision Under Review: Appeal from the Circuit Court of Cook County, No. 21-L-9062;
the Hon. John J. Curry Jr. and the Hon. Johnathan Clark Green,
Judges, presiding.
Attorneys Christopher Keleher, of The Keleher Appellate Law Group, of for Chicago, for appellant.
Appellant:
Attorneys Marisa K. Perry, of Harris Winick Harris LLP, of Chicago, for for appellee Linn-Mathes, Inc.
Appellee:
Mark Jacobson, of Chicago, for appellees Raymundo Rivera and
JLL Construction Services, Inc.
Marty J. Schwartz and Benjamin T. Weber, of Schain, Banks,
Kenny & Schwartz, Ltd., of Chicago, for appellee RooseveltWestern Currency Exchange, Inc.
Riccardo A. DiMonte and Dominic G. Erbacci, of Robbins
DiMonte Ltd., of Park Ridge, for other appellees.
-19-