NOTICE: This order was filed under Supreme Court Rule 23 and is not precedent except 

in the limited circumstances allowed under Rule 23(e)(1).

2023 IL App (3d) 220133-U

Order filed May 11, 2023

____________________________________________________________________________ 

IN THE

APPELLATE COURT OF ILLINOIS

THIRD DISTRICT

2023 

JOHA REALTY, LLC, )

 ) 

Plaintiff-Appellant-Cross Appellee ) 

 ) 

 v. ) 

 ) 

JOLIET ONCOLOGY-HEMATOLOGY ) 

ASSOCIATES, LTD., ALI LAKHANI, ) 

ARVIND KUMAR, ELLEN J. GUSTAFSON, ) 

JASON SUH, WOODARD ABBOUD, and ) 

NAFISA D. BURHANI, ) 

 ) 

Defendants-Appellees ) 

 ) 

 v. ) 

 ) 

SARODE PUNDALEEKA M.D. ) 

 ) 

Third Party Defendant. ) 

)

Appeal from the Circuit Court

of the 12th Judicial Circuit, 

Will County, Illinois,

Appeal No. 3-22-0133 

Circuit Nos. 18-L-409, 18-L-416 

Honorable 

Barbara N. Petrungaro,

Judge, Presiding.

MIDWEST LEASING OF ILLINOIS, LLC, )

and JEFFERSON LEASING, LLC, ) 

 ) 

Plaintiffs-Appellants-Cross Appellees ) 

 ) 

 v. ) 

 ) 

JOLIET ONCOLOGY-HEMATOLOGY ) 

ASSOCIATES, LTD. and PARAMJIT SIDHU, ) 

)
2 

Defendants-Appellees )

 ) 

(Joliet Oncology-Hematology Associates, Ltd., ) 

Cross-Appellant). ) 

_______________________________________) 

JOLIET ONCOLOGY-HEMATOLOGY ) 

ASSOCIATES, LTD., ) 

 ) 

Defendant-Third Party Plaintiff- ) 

Appellee, ) 

 ) 

 v. ) 

 ) 

SARODE PUNDALKEEA, M.D., ) 

 ) 

Third Party Defendant. )

_________________________________________________________________________

JUSTICE ALBRECHT delivered the judgment of the court.

Justices Brennan and Davenport concurred in the judgment.

____________________________________________________________________________

ORDER

¶ 1 Held: The circuit court did not manifestly err when issuing its rulings on the plaintiffs’ 

complaints and the defendant’s counterclaims.

¶ 2 After a bench trial, plaintiffs, JOHA Realty, LLC, Midwest Leasing of Illinois, LLC, and 

Jefferson Leasing, LLC, appeal the Will County circuit court’s decision finding that they did not 

prove their claims against defendant, Joliet Oncology and Hematology, LLC (JOHA). JOHA 

cross-appeals, arguing that the court erred in finding in favor of plaintiffs regarding its 

counterclaim. We affirm.

¶ 3 I. BACKGROUND

¶ 4 Although this litigation, on its face, is between limited liability companies, the litigants 

once shared common owners, personnel, offices, and officers. Therefore, a thorough review of 

the history of the intertwined companies, owners, and managers, is necessary.
3 

¶ 5 Dr. Sarode Pundaleeka is a highly accomplished and enterprising physician. He served in 

multiple leadership roles in the medical community and successfully launched a thriving 

oncology and hematology medical practice: JOHA. He later created JOHA Realty to purchase 

and own office space for JOHA when it outgrew its location. He also created Midwest and 

Jefferson to lease medical equipment to JOHA.

¶ 6 When Pundaleeka first created these entities, he offered his partners in the medical 

practice the option of purchasing an ownership interest. All JOHA members were given an 

opportunity to invest in the other three entities (the “leasing entities”). Some JOHA members 

invested in at least one entity, but not all members invested. The ownership of the entities 

overlapped, but they were not identical. Pundaleeka was a member and manager of all entities.

¶ 7 From their inception until 2016, Pundaleeka was the president of all the companies, 

including JOHA. He had access to the bank accounts and managed all the businesses. He hired 

Paramjit Sidhu to help manage the companies while he remained president. Sidhu and 

Pundaleeka shared the same office within JOHA’s space. For a time, Sidhu received no extra 

compensation for managing the various companies other than JOHA. He later shared a 

management fee with Pundaleeka and purchased an interest in JOHA Realty. 

¶ 8 On December 27, 2011, JOHA entered into a personal service agreement (PSA) with 

Provena Hospital. Provena hired JOHA to perform medical services for the hospital. The PSA 

required JOHA to give up its ancillary services from which it derived a large portion of its 

revenue. The hospital conducted independent appraisals of the fair market value of the leases and 

offered to pay more than JOHA paid in its lease with JOHA Realty. Pursuant to the agreement, 

Provena assumed the property and medical equipment leases with the leasing entities. JOHA 

remained secondarily liable for the rent payments. Pundaleeka, on behalf of the leasing entities, 
4 

consented to Provena’s assumption of the leases. At a subsequent meeting among the JOHA 

partners, they all agreed to accept an arrangement whereby the revenue from the leases would be 

added to an “income pool” from which they would calculate the JOHA partners’ income. Shortly 

after Provena assumed the leases, JOHA passed a resolution establishing a new productivity 

model and determined how JOHA’s income pool would be divided among the members.

¶ 9 After entering into the PSA, Provena initially made all of its payments for the PSA and 

the leases with the other entities by direct transfers into JOHA’s bank account. JOHA then made 

payments to the leasing entities. The leasing companies, in turn, reimbursed JOHA for a portion 

of the lease payments. All these transactions took place in the same office at the same desk 

shared by Pundaleeka and Sidhu. Pundaleeka remained president of all the companies and signed 

some of the checks making these transfers. This practice went unchallenged for several years.

From 2013 to 2016, Sidhu transferred approximately $92,000 annually from JOHA Realty to 

JOHA. The majority of Midwest’s rent was transferred back to JOHA, while the remaining 

amount was paid to Pundaleeka as his management fee, a portion of which Pundaleeka shared 

with Sidhu. The amount paid back to JOHA from Jefferson increased every year until JOHA 

received approximately 94% of Jefferson’s rental income in 2017.

¶ 10 During this time, Sidhu wrote the majority of the checks to JOHA. On the occasions 

when he was unavailable, he instructed staff members to prepare checks for Pundaleeka to sign. 

Pundaleeka did not question the contents of the checks. He was aware that some money was to 

be returned to JOHA based on his understanding of the financial agreements between JOHA and 

the other leasing entities.

¶ 11 In 2016, relationships soured between Pundaleeka and his partners at JOHA, and 

Pundaleeka left the company. His parting resulted in litigation in Will County and threatened 
5 

litigation in Cook County. He settled his personal claims with JOHA and executed a settlement 

release. In that release, he indicated he knew of no prospective claims against JOHA. 

¶ 12 In May 2018, all three leasing entities ceased payment to JOHA, and JOHA Realty filed 

suit against JOHA alleging JOHA breached its leasing agreement. The complaint alleged that 

JOHA violated the terms of the parties’ lease agreement by creating an underpayment when, 

after paying the monthly rent, Sidhu transferred approximately $7639.13 from JOHA Realty to 

JOHA every month for a total of 69 months, totaling $527,099.97 that should have remained in 

JOHA Realty’s account. It sought to recover these funds, arguing that Sidhu did not have the 

authority to make the transfers of that amount. The complaint was later amended on September 

4, 2019, to include a claim of unjust enrichment and a request for an alter ego declaratory 

judgment against the members of JOHA who did not have ownership interest in any of the 

leasing entities.

¶ 13 On November 12, 2019, JOHA and its named members filed a motion to dismiss the first 

amended complaint, which the circuit court granted. On March 23, 2020, JOHA Realty filed a 

second amended complaint against JOHA and its members. This complaint included claims of 

breach of contract, negligence, and unjust enrichment against JOHA and unjust enrichment 

against the members of the entity. In response, JOHA and its members filed a motion to strike, 

and in the alternative, dismiss all but the breach of contract claim. On August 17, 2020, the court 

entered an order which denied defendants’ request to strike the complaint, granted the motion as 

to the unjust enrichment claim against JOHA members, dismissing the claim with prejudice, and 

denied the motion as to the other counts.

¶ 14 In October 2020, JOHA filed an answer to the remaining claims against it. In addition, it 

filed a counterclaim of breach of contract. The counterclaim argued that JOHA and JOHA Realty 
6 

had an agreement whereby JOHA Realty would pay JOHA the excess rent it received from 

Provena. When JOHA Realty stopped making such payments JOHA argued, JOHA Realty was 

in breach of the parties’ agreement regarding who would receive Provena’s excess rent 

payments. JOHA also filed a third-party complaint against Pundaleeka, alleging breach of 

contract as to the revenue sharing agreement related to the rents Provena paid as well as breach 

of the settlement and release agreement JOHA entered into with Pundaleeka in which he agreed 

to settle and release the entity and its members of all claims that were and could have been raised 

through the date of the execution of the agreement. JOHA Realty filed a motion to dismiss 

JOHA’s counterclaim, which the circuit court denied.

¶ 15 Midwest and Jefferson also filed a suit against JOHA and Sidhu in May 2018, which was 

later consolidated with the JOHA Realty matter. Midwest and Jefferson alleged breach of 

fiduciary duty against Sidhu and unjust enrichment against JOHA. The first amended complaint 

filed on September 4, 2019, included claims of breach of fiduciary duty against Sidhu, breach of 

contract and conversion against JOHA, and unjust enrichment and a request for an alter ego 

declaratory judgment against the JOHA members that did not have ownership in the leasing 

entities. JOHA and its members filed a motion to dismiss the first amended complaint. The court 

denied the motion as to the breach of contract claim against JOHA and granted the motion as to 

all other counts. The unjust enrichment claims against JOHA’s members were dismissed. 

¶ 16 The second amended complaint filed by Midwest and Jefferson included claims of breach 

of contract and unjust enrichment against JOHA, fraudulent concealment against Sidhu, 

negligence against both Sidhu and JOHA, and unjust enrichment against JOHA’s members. 

JOHA and its members filed a motion to strike or dismiss all counts except for the breach of 

contract claims. The court partially granted the motion. It dismissed the unjust enrichment claims 
7 

against the members and the negligence claims against JOHA and Sidhu with prejudice. The 

court denied the motion as to the fraudulent concealment claims against Sidhu and the unjust 

enrichment claims against JOHA.

¶ 17 JOHA filed a counterclaim against Midwest and Jefferson, alleging that Midwest and 

Jefferson, in their execution of consents to assignment and assumption of their leases, agreed to 

continue making payments to JOHA until the PSA expired. JOHA further alleged that it was not 

liable for the causes of action alleged in Midwest’s and Jefferson’s complaint, because the 

leasing entities had agreed to the transfers of those funds in the consent to assignment. JOHA 

sought indemnification from the allegations against it in Midwest’s and Jefferson’s complaint.

¶ 18 A bench trial began in February 2022. On February 3, Midwest and Jefferson filed a 

motion to voluntarily dismiss the fraudulent concealment claims against Sidhu with prejudice. 

JOHA Realty filed a motion to voluntarily dismiss the negligence claim pending against JOHA. 

At the time trial commenced, the only claims before the court were for breach of contract and 

unjust enrichment against JOHA. All other claims were previously dismissed. 

¶ 19 At trial, Dr. Saoud Loutfi testified that he was a physician that worked for JOHA from 

1996-2008. He was a member of JOHA Realty and Midwest but not JOHA. He testified that 

Sidhu handled the day-to-day business for JOHA Realty and Midwest. Sidhu’s responsibilities 

included making sure the contract was properly applied, rents were received, and taxes were 

paid. Loutfi first learned that funds were being transferred to JOHA in 2018. Pundaleeka told 

him that large amounts of money had been transferred to JOHA without approval or 

documentation. Loutfi stated that Pundaleeka apologized and said he was working to repair the 

issue. He was never aware of the income pool resolution JOHA members passed in February 

2012. 
8 

¶ 20 Dr. Natisa Burhani testified that she started working as a physician at JOHA in 1998 and 

was JOHA’s president from 2019 to 2021. When JOHA Realty was formed, she was offered the 

opportunity to invest. She was also offered the opportunity to invest in Midwest and Jefferson 

but declined.

¶ 21 Burhani testified that she was not aware of any details regarding the agreements between 

JOHA and the leasing entities. Prior to her term as president, she was not aware of any funds 

being transferred from the leasing entities to JOHA. However, she was aware that JOHA should 

receive some money due to the agreement with Provena and the assumption of JOHA’s lease. 

Her understanding was that the lease agreements between JOHA and the leasing entities had not 

changed. JOHA would receive the money from Provena, and it was JOHA’s responsibility to pay 

the rent with those sums. She stated that in 2018 the excess rent payments that were paid to the 

leasing entities were not returned to JOHA, and JOHA was owed all the excess monies the other 

entities kept.

¶ 22 Burhani also testified regarding the settlement agreement between JOHA and 

Pundaleeka. In the agreement, Pundaleeka represented and warranted that there were no claims 

or potential claims against JOHA or its members that had not already been disclosed. She 

believed that this representation was inaccurate because Pundaleeka filed suit against JOHA on

behalf of the leasing entities just a few months after executing the agreement.

¶ 23 Burhani stated that she had no knowledge of any of the JOHA members who also owned 

interest in one of the other leasing entities objecting to any of the payments made to JOHA. She 

was also not aware that any funds transferred to JOHA were in excess of what the leasing entities 

believed should have been transferred. She believed Pundaleeka was aware of the payments 
9 

because he was the manager of JOHA from 2012 to 2015 and was responsible for sharing the 

financials with JOHA’s partners.

¶ 24 James Klockow testified that he was a certified public accountant that performed services 

for JOHA until 2020. He also prepared the tax returns for the leasing entities. If Klockow had 

any questions regarding the entities, he asked Sidhu because he was the administrator of the 

entities. It was Klockow’s understanding that Pundaleeka was the tax partner for the entities and 

was responsible for preparing, signing, and filing the returns.

¶ 25 When Klockow first noticed check payments from Jefferson to JOHA, he asked Sidhu 

what it was and how to classify the payment. Sidhu told him to classify it as a rental adjustment, 

and Klockow did not ask for more information. He did not have any discussions with Pundaleeka 

regarding the rental adjustments. Klockow further stated that he saw the payments and transfers 

between entities but did not question whether the amounts were correct. He stated that he knew 

Pundaleeka had many business ventures during this time, and it was not unusual for him to see 

funds moving around between the entities.

¶ 26 Judy Franks testified that she was the payroll and accounts payable manager for JOHA 

from 2002 until 2021. Her role was to prepare payroll and process it through a pay service. She 

also reviewed the accuracy of invoices received. She stated that she reported to Sidhu, and Sidhu 

reported to Pundaleeka. She had never known Sidhu to act without first receiving approval from 

Pundaleeka.

¶ 27 Franks testified that when she cut checks, she knew to whom and how much the check 

should be by the invoices provided to her. If there was no invoice, Sidhu or the JOHA president 

would tell her to write the check and provide her the required information. After she prepared a 

check, she would place it on the desk that Pundaleeka and Sidhu shared. Once Pundaleeka or 
10 

Sidhu signed the check, they would return it to her to record before distributing the check to the 

appropriate recipient. In 2018, Sidhu directed her to stop writing checks from the leasing entities 

to JOHA. She did not know if JOHA ever transferred money electronically, because she did not 

have access to the bank accounts.

¶ 28 Pundaleeka testified that he hired Sidhu, and that Sidhu managed all the entities that were 

created after he was hired, which included the leasing entities. Sidhu also assisted with at least a 

dozen other business ventures not associated with JOHA.

¶ 29 Pundaleeka also testified that, according to the terms of JOHA’s income pool agreement, 

any funds in excess of what the lease agreements prescribed would be returned to JOHA and 

classified as income to split among the partners. Pundaleeka delegated to Sidhu the task of 

determining the amount to be returned to JOHA. Pundaleeka stated that he never authorized 

anyone to transfer money from the leasing entities to JOHA but that he left it up to Sidhu as 

administrator to handle. He believed that Sidhu knew by JOHA’s meeting minutes that whatever 

amount in excess paid by Provena to JOHA Realty should be returned to JOHA. He did not 

remember any conversations with Sidhu relating to the excess rent given to Midwest. As for 

Jefferson, he acknowledged that there was no written agreement regarding the excess money, but 

he knew that any excess money would be returned to JOHA.

¶ 30 Normally Sidhu signed the checks, but Pundaleeka testified he also signed checks 

occasionally. He stated that he did not pay attention to what the checks he signed were for and 

assumed they were pursuant to whatever agreement JOHA had with the leasing entities. He 

testified that he was not aware of Midwest or Jefferson paying JOHA, only that JOHA Realty 

returned excess rent to JOHA. When he became aware of the transfers and their amounts in May 

2018, he called the bank to tell it to stop the transfers. He admitted that Sidhu did not keep 
11 

records from him and that if he had wanted to look at the payment records, he could have seen 

them at any time.

¶ 31 Dr. Kulumani Sivarajan was JOHA’s president from 2016 to 2018. He testified that when

Provena took assignment over the leases, JOHA’s partners held a meeting and agreed to share

the extra monies received. He did not know what that sum would be. He did not have checkwriting authority for the leasing entities but did sign checks for JOHA. He did not recall ever 

having any conversations with Pundaleeka regarding money coming to JOHA from the leasing 

entities outside of the partners’ meeting in 2012.

¶ 32 Dr. Sanjiv Modi testified that he was a physician at JOHA and began serving as president 

in 2022 and held an interest in all three leasing entities. He testified that as a member of JOHA 

and an owner of the other three entities, he agreed to the payments at issue in this case. To his 

knowledge none of the other owners ever complained about those payments until this lawsuit 

was filed. Prior to filing the lawsuits, Pundaleeka never held a meeting to ask for the leasing 

entities’ approvals. He further stated that he did not agree with the lawsuit.

¶ 33 Sidhu’s testimony was admitted via deposition transcripts. He testified that Pundaleeka 

hired him as the JOHA administrator in May 2001. He remained administrator until JOHA was 

sold to Du Page Medical Group in March 2021, and then remained employed by Du Page. His 

responsibilities for JOHA included day-to-day management, staffing, communicating with 

attorneys and accountants, and business development.

¶ 34 When Midwest, Jefferson, and JOHA Realty were created, Pundaleeka requested that 

Sidhu oversee their operations. Pundaleeka created Midwest and Jefferson for the purpose of 

buying medical equipment to lease to JOHA. JOHA had lease agreements with both Midwest 
12 

and Jefferson, and Sidhu’s duties included overseeing payments from JOHA and making any 

necessary payments from Midwest and Jefferson to financial institutions. 

¶ 35 Sidhu testified that any checks he told Franks to write were at the instruction of 

Pundaleeka. Pundaleeka would tell Sidhu the amount, which he would then relay to Franks. He 

also testified that Pundaleeka was very particular about his entities’ bank accounts. Pundaleeka 

kept a close watch on all banking activity and monitored the activity daily. Pundaleeka would 

discuss the balances with Sidhu and direct him on how to distribute the money. Further, 

Pundaleeka was aware of the checks that Sidhu wrote on behalf of Midwest and Jefferson. He 

retained check-writing authority for the entities until May 2018 when Pundaleeka filed suit 

against JOHA.

¶ 36 After Pundaleeka left JOHA and another owner became president, Sidhu continued 

making transfers because the payments to the leasing entities continued. Sidhu stated that any 

action he took to write checks among the entities was under Pundaleeka’s direction and that 

Sidhu himself did not have any discretion to do anything Pundaleeka did not authorize. 

¶ 37 On March 22, 2022, the court issued a written decision denying all claims and 

counterclaims. The court held that with respect to plaintiffs’ breach of contract claims, Sidhu’s 

transfer of payment to each leasing entity and the transfer of funds back to JOHA created two 

separate transactions. With regard to the breach of contract claim, the court found that the rents 

were all actually paid. Further, the plaintiffs did not provide notice of default or demand for 

payment. The first transaction of transferring the rent payments to the leasing entities satisfied 

the rent obligations JOHA had for each plaintiff. Regarding the unjust enrichment claims, the 

court found that the plaintiffs failed to prove their claims and that the claims were further 

defeated by the fact that the payments made to JOHA by the plaintiffs were voluntary. 
13 

¶ 38 The court also found JOHA’s counterclaims that it was owed monthly payments of 

excess rent failed because it did not provide any writing to prove such an obligation. As the court 

already determined that unjust enrichment did not apply in this case and that the voluntary 

payment doctrine barred recovery, it determined that JOHA had no right to any claims against 

the leasing entities. Further, as there was no recovery for the underlying charges, the court 

dismissed the third-party claims against Pundaleeka as moot.

¶ 39 Plaintiffs appealed, and JOHA filed a cross-appeal.

¶ 40 II. ANALYSIS

¶ 41 On appeal, plaintiffs argue several theories regarding the circuit court’s decisions after 

the bench trial. We address each issue against each defendant in turn.

¶ 42 A. Claims Against Sidhu

¶ 43 We will first address the issues on appeal that pertain to Sidhu. Plaintiffs argue that the 

circuit court erred by dismissing their claims against Sidhu. Specifically, the leasing entities 

argue that the court should not have dismissed their claims against Sidhu for breach of fiduciary 

duty because each of the required elements to satisfy the claim was established. Plaintiffs make a 

similar argument regarding their negligence claims against Sidhu. Included in their brief is an 

argument that the court erred in dismissing a conversion claim against both JOHA and Sidhu; 

however, no conversion claim was ever alleged against Sidhu. We therefore will not address any 

conversion claim as it relates to Sidhu.

¶ 44 By the time trial commenced, the plaintiffs’ operative pleadings were their second 

amended complaints. JOHA Realty never alleged any claims against Sidhu. Previously, Midwest 

and Jefferson had alleged claims against Sidhu for breach of fiduciary duty in their first amended 

complaint, which were dismissed by the circuit court after a hearing. In their second amended 
14 

complaint, Midwest and Jefferson chose not to replead breach of fiduciary duty claims against 

Sidhu, but instead alleged fraudulent concealment and negligence. After a hearing on a second 

motion to dismiss, the court dismissed the negligence counts “with prejudice and without leave 

to replead.” Prior to trial, Midwest and Jefferson voluntarily dismissed the counts alleging 

fraudulent concealment. Therefore, when the trial began, there were no viable claims against 

Sidhu. 

¶ 45 “The rules governing the preservation of dismissed claims for purposes of appellate 

review are clear and well settled.” Bonhomme v. St. James, 2012 IL 112393, ¶ 17. A party has 

three methods available for preserving those dismissed claims for appellate review. Vilardo v. 

Barrington Community School District 220, 406 Ill. App. 3d 713, 719 (2010). First, a party can 

take a voluntary dismissal of any remaining counts and take an immediate appeal. Gaylor v. 

Campion, Curran, Rausch, Gummerson & Dunlop, P.C., 2012 IL App (2d) 110718, ¶ 36. 

Second, the party can file an amended pleading that realleges, refers to, or incorporates by 

reference the dismissed count. Id. Finally, a party can perfect an appeal from the dismissal order 

before filing an amended pleading. Id. Where a party has not employed any of these methods, it 

has failed to preserve the issue on appeal. Bonhomme, 2012 IL 112393 ¶¶ 20-22. 

¶ 46 Midwest and Jefferson, when filing their second amended complaint, did not refer to or 

adopt the previously dismissed breach of fiduciary duty claim. Moreover, at no point after the 

court dismissed the negligence claim did Midwest and Jefferson perfect an appeal on that count. 

Having employed none of the methods described above, the plaintiffs have waived review of any 

claims against Sidhu.

¶ 47 B. Claims Against JOHA Members
15 

¶ 48 The plaintiffs also argue that the court erred in dismissing their unjust enrichment claims 

against JOHA’s shareholders. However, these claims were alleged in the leasing entities’ second 

amended complaints and were then dismissed by the court prior to trial. Much like plaintiffs’ 

negligence claims against Sidhu, these claims were not perfected for appeal. See supra ¶¶ 45-46. 

Thus, plaintiffs have waived review of this claim. 

¶ 49 C. Claims Against JOHA

¶ 50 Next, plaintiffs argue the circuit court made several errors regarding their claims against 

JOHA. Specifically, the plaintiffs make arguments regarding the decisions on their claims of 

breach of contract, conversion, unjust enrichment, and negligence.

¶ 51 1. Breach of Contract

¶ 52 First, the plaintiffs argue that the circuit court erred in its decision that the plaintiffs failed 

to prove JOHA breached the lease agreements. They contend that the court’s decision that the 

obligations under the lease were met because JOHA paid the rent in full before transferring 

anything from the leasing entities back to JOHA is flawed because the plaintiffs ultimately 

received less than what was agreed to in their lease agreements. 

¶ 53 The court’s finding of whether a breach of contract has occurred is a question of fact that 

will not be disturbed on appeal unless it is against the manifest weight of the evidence. Covinsky 

v. Hannah Marine Corp., 388 Ill. App. 3d 478, 483 (2009). We give such deference to the court 

because, “[t]he trial judge as the trier of fact is in a position superior to a court of review to 

observe the conduct of the witnesses while testifying, to determine their credibility, and to weigh 

the evidence and determine the preponderance thereof.” Schulenburg v. Signatrol, Inc., 37 Ill. 2d 

352, 356 (1967). A factual finding is against the manifest weight of the evidence only if the 

opposite conclusion is clearly evident. In re Z.L., 2021 IL 126931, ¶ 61.
16 

¶ 54 To prove a breach of contract, plaintiffs were required to show the existence of a 

contract, performance by the plaintiff, breach by the defendant, and damages as a consequence of 

that breach. Lindy Lu LLC v. Illinois Central Railroad Company, 2013 IL App (3d) 120337, ¶ 

21. There is no dispute here that a contract existed or that the plaintiffs did not fulfill their 

obligations under the lease agreements. The only dispute is whether JOHA breached the lease 

agreement when, after transferring the rents into the leasing entities’ accounts, it transferred 

more than the excess back to its own account, leaving the leasing entities with an amount less 

than the agreed upon rent payments. 

¶ 55 The circuit court’s finding that the plaintiffs failed to prove that JOHA breached the lease 

was not against the manifest weight of the evidence. First, the lease payments were, in fact, paid. 

The circuit court found that the leasing entities received their monthly payments, including the 

excess rents, every month. It was not until after those rents were paid that Sidhu transferred

funds back to JOHA. Thus, the obligations under the lease agreements were fulfilled prior to any 

“take-backs.” 

¶ 56 Plaintiffs argue that the “take-backs” were more than the excess payments, therefore, 

JOHA was not entitled to the additional income taken, breaching the agreements the parties had 

regarding the excess rents. However, in their complaints, plaintiffs specifically allege a breach of 

the lease agreements, not any other agreement pertaining to the excess rents. Any agreement 

among the parties regarding the excess rents is a different agreement entirely and not the subject 

of the plaintiffs’ complaints or of this appeal.

¶ 57 2. Statute of Frauds

¶ 58 The plaintiffs next assert that the court erred when it refused to apply the Statute of 

Frauds to bar any assertion that the lease agreement was modified. It has long been understood 
17 

that when a contract is required to be in writing by the statute of frauds, any amendment to that 

contract must also be in writing. National Importing & Trading Co. v. E.A. Bear & Co., 324 Ill. 

346, 357 (1927). Plaintiffs argue that the oral agreement among the parties to transfer the excess 

rents back to JOHA constituted an amendment to the leases and that the statute of frauds required 

this amendment to be reduced to writing. 

¶ 59 This contention is without merit. As we have already discussed, the arrangements 

between JOHA and the leasing entities to give JOHA the excess rent were not amendments to 

any written leases for property and equipment. Supra ¶ 56. Instead, the arrangement’s purpose 

was to fulfill an agreement that the parties made to compensate the partners in JOHA for giving 

up income as a result of the PSA. These agreements are wholly separate from the lease 

agreements and thus not an amendment to a written document that would trigger the statute of 

frauds. 

¶ 60 Further, applying the voluntary payment doctrine, the plaintiffs cannot be heard to 

complain about payments which they voluntarily made to JOHA. See McIntosh v. Walgreens 

Boots Alliance, Inc., 2019 IL 12326, ¶ 22 (finding that to avoid application of the voluntary 

payment doctrine, there must be a showing that the payment was not voluntary). The circuit

court’s findings make it clear that Pundaleeka, as president, founder, and manager of the 

plaintiffs, knew about and approved of the payments. The findings of the circuit court are fully 

supported by the record; therefore, we find no error here.

¶ 61 3. Unjust Enrichment

¶ 62 Next, plaintiffs argue that the court erred in dismissing plaintiffs’ unjust enrichment 

claims. To prevail on a claim for unjust enrichment, the plaintiffs must prove: (1) defendant 

retained a benefit, (2) this was to the plaintiffs’ detriment, and (3) defendant’s retention of such 
18 

benefit violates fundamental principles of justice and equity. HPI Health Care Services, Inc. v. 

Mt. Vernon Hospital, Inc., 131 Ill. 2d 145, 160 (1989). 

¶ 63 The issue here is whether JOHA violated fundamental principles of justice and equity

when it received the transfers from the plaintiffs. To prove that the retention of a benefit 

constituted unjust enrichment, plaintiffs must show that the benefit should have been given to 

plaintiff but a third-party gave it to the defendant by mistake, the defendant procured the benefit 

from a third party through wrongful conduct, or that the plaintiff had a better claim to the benefit 

than defendant. Hatcher v. Hatcher, 2020 IL App (3d) 180096, ¶ 15. Of these, the only argument 

plaintiffs could make is that they had a better claim to the benefit than defendants. However, the 

circuit court found that the plaintiffs were created solely to benefit JOHA, and it is not against 

the manifest weight of the evidence to find that JOHA should receive the benefits that it did. 

¶ 64 The court found that Pundaleeka, who was effectively in charge of all the entities, was 

aware of the transfers of funds among his entities, because all payments were made by either 

Pundaleeka or his authorized delegates. It further found that the plaintiffs were created 

specifically to enrich JOHA. Because the person in charge of the entities approved the revenue 

sharing arrangement, the court did not find unjust enrichment applied.

¶ 65 When concluding that the plaintiffs failed to meet their burden of proof, the trial court 

found that Pundaleeka clearly was the entrepreneur who started the entities, recruited other 

physicians, negotiated his own management fees as manager of the entities, and negotiated with 

Provena for the PSA. He signed the tax returns for the businesses. Pundaleeka negotiated on 

behalf of himself and his JOHA partners in 2011 with Provena to make up the income pool and 

to benefit himself and the other JOHA physicians. Pundaleeka knew that the excess funds 

coming into Midwest, Jefferson, and JOHA Realty, would be given to JOHA to make up the 
19 

income pool. It strains credulity to think that Pundaleeka was not aware of what was going on in 

the businesses.

¶ 66 Further, JOHA’s partners all agreed to the income pool. The managing members of 

Midwest, Jefferson, and JOHA Realty, along with most of the members agreed to the payments 

going to JOHA. No complaints were made by any entity until Pundaleeka filed these lawsuits 

and stopped payments. The payments were approved, made by, and accepted by Pundaleeka or 

by his delegates prior to that date. The reimbursements were clearly part of a plan agreed upon 

by JOHA’s partners and Pundaleeka to keep the partners in JOHA from losing income as a result 

of entering into the PSA with Provena. It was not improper for the court to decline to find 

unfairness when Pundaleeka, the president of the entities, knew about the reimbursements and 

implicitly approved of them by signing some of the checks himself. The court found that Dr. 

Pundaleeka was actively involved with the payment transfers and directed them. Therefore, its 

refusal to impose an implied contract and find unjust enrichment was not in error. 

¶ 67 The plaintiffs further contend that the court misapplied the voluntary payment doctrine to 

their claims of unjust enrichment. In its order, the court stated that “even if a claim of unjust 

enrichment were appropriate, the voluntary payment doctrine would apply to bar recovery.” As 

we have determined that the circuit court did not err in deciding that unjust enrichment did not 

apply under these circumstances, we do not reach whether the voluntary payment doctrine 

applies here. 

¶ 68 4. Conversion and Negligence

¶ 69 Plaintiffs argue that the court erred in dismissing their conversion and negligence claims. 

The conversion claims were initially filed in Midwest’s and Jefferson’s first amended complaint 

and dismissed by the court after hearing. Midwest and Jefferson did not refer to or adopt this 
20 

claim when they filed their second amended complaint. See Gaylor, 2012 IL App (2d) 110718, ¶ 

36 (finding that to avoid waiver of a dismissed count on appeal, plaintiff must incorporate the 

dismissed count in an amended pleading, appeal directly, or perfect an appeal before repleading). 

JOHA Realty initially filed a negligence claim against JOHA, but it voluntarily dismissed the 

claim prior to trial. Midwest and Jefferson included counts of negligence in their second 

amended complaint, which were dismissed by the circuit court after JOHA’s motion to dismiss. 

We have already discussed above how Midwest and Jefferson failed to perfect an appeal as to the 

negligence claims against Sidhu, and the same principles apply here. Supra ¶¶ 45-46. Thus, 

plaintiffs did not preserve either of these claims on appeal and have waived any argument 

regarding the court’s dismissal of these counts.

¶ 70 D. Cross-Appeal 

¶ 71 JOHA’s counterclaim alleged that it entered into agreements with the leasing entities 

after it executed the PSA with Provena. This agreement addressed how the parties would handle 

the excess rent payments, specifically allocating those excess funds to JOHA. JOHA argued that 

the plaintiffs stopped paying it for the excess rent when it filed suit, therefore the plaintiffs owed 

JOHA for the missed payments from the time this cause began. The circuit court, in its written 

decision following the bench trial, found that no writing existed to establish that those payments 

were agreed upon. It further found that it had already determined that unjust enrichment did not 

apply in this matter, and thus the counterclaim must fail, just as the leasing entities’ unjust 

enrichment claims failed.

¶ 72 On cross-appeal, defendant first argues that they sufficiently showed writings that 

established enforceable agreements with the plaintiffs. JOHA argues that board resolutions 

outlining the payment scheme and the third amendment to the lease created a written agreement 
21 

binding the plaintiffs to pay JOHA the additional income made from the leases with Provena. 

However, the amendment to the lease agreement does not state that JOHA is to receive the 

additional rents; it states that if the agreement with Provena terminates, JOHA’s rent would be 

lowered according to the chart provided. Additionally, the productivity model created by JOHA

to memorialize the plan for its income pool did not create an agreement between JOHA and the 

plaintiffs. JOHA attempts to argue that because the entities shared shareholders, the entities 

essentially agreed to the arrangement because shareholders were aware of the parties’ intentions 

with the excess rents. However, this does not establish a written agreement between the parties. 

¶ 73 JOHA also argues that the court erred in its judgment that it could not prevail on its 

counterclaims because it was not unjustly enriched. It argues that, based on the court’s analysis 

of plaintiffs’ unjust enrichment claims, it should have found the opposite for JOHA’s claims. 

JOHA contends that if it was not unjustly enriched by receiving the excess rents, then the 

plaintiffs must have been unjustly enriched by keeping those payments. While the circuit court 

determined that unjust enrichment did not apply to JOHA’s counterclaims, JOHA did not allege 

unjust enrichment in its counterclaims. The only claim alleged against the plaintiffs was breach 

of contract. JOHA cannot now argue that the circuit court erred for not finding in its favor for a 

claim that it never brought before the court. Because JOHA did not present sufficient evidence to 

prove a contract existed and no unjust enrichment claim was ever alleged, the court’s finding that 

the plaintiffs did not breach such a contract is not against the manifest weight of the evidence 

and we therefore affirm the circuit court’s ruling.

¶ 74 III. CONCLUSION

¶ 75 The judgment of the circuit court of Will County is affirmed. Further, Sidhu has 

requested sanctions for the filing of a frivolous appeal. Illinois Supreme Court Rule 375(b) (eff. 
22 

Feb. 1, 1994) (“If *** it is determined that the appeal or other action itself is frivolous or *** not 

taken in good faith, *** an appropriate sanction may be imposed”). Considering the 

circumstances surrounding the claims against Sidhu on appeal, this court finds sanctions 

appropriate, specifically in the form of attorney fees. Id. Sidhu’s attorneys are directed to file a 

fee petition with this court within 30 days, and plaintiffs are given 30 days to file a response. 

¶ 76 Affirmed.