In the

United States Court of Appeals

For the Seventh Circuit ____________________

No. 18-2150

KEITH HORIST, JOSHUA EYMAN,

and LORI EYMAN,

Plaintiffs-Appellants,

v.

SUDLER AND COMPANY D/B/A 

SUDLER PROPERTY MANAGEMENT and

NEXTLEVEL ASSOCIATION SOLUTIONS, INC.,

D/B/A HOMEWISEDOCS.COM,

Defendants-Appellees.

____________________

Appeal from the United States District Court 

for the Northern District of Illinois, Eastern Division.

No. 17 C 8113 — Robert W. Gettleman, Judge.

____________________

ARGUED APRIL 11, 2019 — DECIDED OCTOBER 21, 2019

____________________

Before SYKES, SCUDDER, and ST. EVE, Circuit Judges.

SYKES, Circuit Judge. The Illinois Condominium Property 

Act requires an elaborate set of disclosures when a condominium unit is resold. The owner must give the prospective 

buyer a copy of the condominium declaration and bylaws, 
2 No. 18-2150

the condominium association’s rules, and an array of other 

documents bearing on the current financial status of the 

property. 765 ILL. COMP. STAT. 605/22.1(a). The association’s 

board must furnish the required documents within 30 days 

of the owner’s written request, id. § 605/22.1(b), and it may 

charge a reasonable fee for doing so, id. § 605/22.1(c). Another provision of the Act allows the association to retain a 

person or firm to manage the condominium property. Id.

§ 605/18(a)(5).

This lawsuit is a proposed class action against a Chicago 

property-management firm and its third-party vendor, an 

online service that assembles a downloadable electronic 

version of the required disclosure documents, giving unit 

owners quick and easy access to the material needed to 

complete a resale transaction. The vendor charges a fee for 

this service. The plaintiffs are condominium owners who 

purchased their disclosure documents from the online 

vendor and now complain that the fee is excessive in violation of the Condominium Act. They also bring claims under

the Illinois consumer-fraud statute and three common-law 

theories: breach of fiduciary duty, unjust enrichment, and 

civil conspiracy. The district court dismissed the suit.

We affirm. The relevant provision of the Condominium 

Act does not provide a private right of action, and we see no 

basis in Illinois law to imply one for condominium owners. 

The statutory consumer-fraud claim is likewise defective; the 

Illinois courts have held that charging too much for goods or 

services is not, standing alone, an unfair practice under the 

statute. The common-law claims also fail. The complaint 

does not plead an actionable breach of fiduciary duty, and 
No. 18-2150 3

unjust enrichment and conspiracy are not independent 

causes of action under Illinois law.

I. Background

Keith Horist owned a condominium at 400 East Ohio 

Street in downtown Chicago and was a member of his

building’s condominium association. Joshua and Lori 

Eyman owned a condominium at 1515 South Prairie Avenue, 

also in downtown Chicago, and they too were members of 

their condominium association. Both associations retained

Sudler and Company, d/b/a Sudler Property Management,

to manage their day-to-day operations.

In 2017 Horist and the Eymans put their units on the 

market and found willing buyers. The Illinois Condominium

Property Act requires that “[i]n the event of any resale of a 

condominium unit by a unit owner[,] ... such owner shall 

obtain from the [association’s] Board of Managers and shall 

make available to the prospective purchaser, upon demand,” 

a copy of the condominium instruments, the association’s 

rules, and a host of other documents reflecting the current 

financial status of the property.1 § 605/22.1(a). These are 

 

1 Specifically, the unit owner must provide: (1) a copy of the declaration, 

bylaws, other condominium instruments, and any rules and regulations; 

(2) a statement of any liens and an account of the unit, including unpaid 

assessments and charges due; (3) a statement listing any capital expenditures anticipated by the association within the next two years; (4) a 

statement of the status and amount of any reserves or replacement funds 

and any portion earmarked for specified projects; (5) a copy of the 

association’s financial statement for the last fiscal year; (6) a statement of 

the status of any pending suits or judgments in which the association is a 

party; (7) a statement of insurance coverage provided to unit owners; 

(8) a statement that any improvements or alterations to the unit made by 

the seller are in good faith believed to be in compliance with the condo-
4 No. 18-2150

commonly referred to as the “disclosure documents.” Subsection (b) of the statute says that the association’s “principal 

officer” or another “specifically designated” officer “shall 

furnish” the required documents to the owner “when requested to do so in writing and within 30 days of the request.” § 605/22.1(b). Subsection (c), in turn, provides that 

“the association or its Board of Managers” may charge the 

unit owner a “reasonable fee covering the direct out-ofpocket cost of providing such information and copying.”

§ 605/22.1(c).

Sudler, the property manager for the two condominium 

associations, contracted with HomeWiseDocs.com, an online 

document service that assembles the required disclosure 

documents in portable document form (“PDF”), giving

condominium owners almost instantaneous electronic access 

to the material needed to close a resale transaction.2 Sudler’s 

website provides a link to HomeWise’s site so owners can 

easily click through and order a downloadable PDF of their

disclosure documents. But this convenience carries a cost. 

HomeWise charged Horist $240 for a PDF of his disclosure 

documents. The Eymans paid $365 for a PDF of theirs.

 

minium instruments; and (9) a statement of the identity and mailing 

address of the association’s principal officer or of any other officer or 

agents specifically designed to receive notices. 765 ILL. COMP. STAT. 

605/22.1(a)(1)–(9).

2 HomeWise is a corporation registered in the State of California under 

the name NextLevel Association Solutions, Inc., doing business as 

HomeWiseDocs.com.
No. 18-2150 5

Horist and the Eymans sued Sudler and HomeWise in 

Cook County Circuit Court seeking to represent a proposed 

class of condominium owners “who were charged by or paid 

a fee to HomeWise” for disclosure documents in connection 

with a condominium resale. The complaint raises five claims: 

(1) a violation of the Illinois Consumer Fraud and Deceptive 

Business Practices Act; (2) a violation of the Condominium

Act; (3) aiding and abetting a breach of fiduciary duty; 

(4) civil conspiracy; and (5) unjust enrichment. HomeWise 

removed the case to federal court under the Class Action 

Fairness Act, 28 U.S.C. § 1332(d). Sudler and HomeWise then 

filed separate motions to dismiss. 

The judge granted the motions. Turning first to the claim 

under the Condominium Act, the judge held that section 22.1 provides no private right of action—express or 

implied—for unit sellers. He also ruled that the complaint 

did not state a viable claim that the PDF fee amounts to an 

unfair trade practice in violation of the consumer-fraud 

statute. The judge construed the three common-law claims

as requiring an underlying violation of one of these statutes, 

so he dismissed them as well and entered final judgment for 

the defendants.

II. Discussion

We review a dismissal order de novo, construing the 

complaint in the light most favorable to the plaintiffs and 

accepting all well-pleaded factual allegations as true. Ochoa 

v. State Farm Life Ins. Co., 910 F.3d 992, 993 (7th Cir. 2018). To 

survive a motion to dismiss, the allegations in the complaint

“must plausibly suggest ... a right to relief, raising that 

possibility above a speculative level.” EEOC v. Concentra 
6 No. 18-2150

Health Servs., Inc., 496 F.3d 773, 776 (7th Cir. 2007) (quotation 

marks omitted). 

A. Condominium Act Claim

The Condominium Act claim rests on allegations that

HomeWise’s fee for an electronic copy of the required 

disclosure documents exceeds the “reasonable fee” that 

condominium associations are permitted to charge under 

section 22.1(c). We note for starters that the associations are 

not defendants; this suit is against the property-management 

firm and its third-party online document vendor. Our first 

question, however, is whether the plaintiffs have a right of 

action to enforce section 22.1. The statute doesn’t provide an 

express private remedy, so the plaintiffs advance an argument that a right of action exists by necessary implication.

Illinois courts will recognize an implied right of action

only if (1) the plaintiff is within the class of members the 

statute was enacted to benefit; (2) the plaintiff’s injury is one 

the statute was designed to prevent; (3) a private right of 

action is consistent with the underlying purpose of the 

statute; and (4) inferring a private right of action is necessary 

to provide an adequate remedy for statutory violations.

Fisher v. Lexington Health Care, Inc., 722 N.E.2d 1115, 1117 (Ill. 

1999). All four factors must be met before a court will recognize an implied remedy. Marque Medicos Fullerton, LLC v. 

Zurich Am. Ins. Co., 83 N.E.3d 1027, 1042 (Ill. App. Ct. 2017). 

Not one of them is satisfied here.

Two decisions of the Illinois Appellate Court largely control the outcome. In Nikolopulos v. Balourdos, the court concluded that section 22.1 “was clearly designed to protect 

prospective purchasers of condominium units.” 614 N.E.2d 
No. 18-2150 7

412, 416 (Ill. App. Ct. 1993) (emphasis added). More specifically, the court held that the statute’s purpose is “to prevent 

prospective purchasers from buying a unit without being 

fully informed and satisfied with the financial stability of the 

condominium as well as the management, rules[,] and 

regulations which affect the unit.” Id. The court also determined that implying a right of action for condominium 

purchasers “is consistent with assuring that a prospective 

purchaser is fully informed and satisfied before he buys a 

condominium unit.” Id. On this reasoning, the court recognized an implied right of action for prospective condominium purchasers to terminate a sales contract “within a 

reasonable time after being furnished information revealing 

previously undisclosed material expenses.” Id. That is, the 

court authorized a condominium purchaser who is injured 

by a seller’s violation of the section 22.1 disclosure duty to 

sue for return of his earnest money plus interest. Id. at 418.

By its terms, the implied remedy recognized in Nikolopulos covered condominium purchasers who discover a seller’s 

section 22.1 violation before closing. In D’Attomo v. Baumbeck, 

the court extended that holding and recognized an implied 

right of action for purchasers who discover the violation after 

closing. 36 N.E.3d 892, 905–07 (Ill. App. Ct. 2015). The court 

reiterated the two foundational holdings from Nikolopulos: 

(1) the statute was designed to protect condominium purchasers; and (2) an implied remedy for purchasers aggrieved

by a seller’s violation of the statute “is consistent with 

ensuring that a prospective purchaser is fully informed and 

satisfied with matters affecting the condominium unit.” Id. at 

907. The court also reasoned that “[t]he disclosure obligations in section 22.1 would be ineffective, as a practical 

matter, if an aggrieved purchaser has no remedy against a 
8 No. 18-2150

seller who conceals a requested disclosure until after the 

closing.” Id. The court thus recognized an implied remedy 

for aggrieved buyers “where the seller is alleged to have 

concealed documents requested by the buyer pursuant to 

section 22.1, the concealment is not discovered until after the 

closing, and the nondisclosure materially affects the buyer’s 

rights in the condominium unit.” Id.

The unmistakable takeaway from these two decisions is 

that section 22.1 is designed to protect the interests of condominium purchasers, not condominium sellers. That’s 

enough to defeat the plaintiffs’ argument for an implied 

right of action. As owner/sellers they are not within the class 

of persons the statute was designed to protect, nor have they 

suffered an injury that the statute was designed to prevent. 

And implying a remedy for condominium sellers is neither 

consistent with nor necessary to effectuate the statute’s 

purpose.

The plaintiffs insist that the reasoning of Nikolopulos and 

D’Attamo is limited to section 22.1(a), which establishes the

unit seller’s disclosure obligation to the buyer. The claim

here, in contrast, rests on subsection (c), which allows condominium associations to charge a reasonable fee for providing copies of the disclosure documents to unit sellers. That 

the fee must be “reasonable” shows that unit sellers are 

within the class of persons the statute was designed to 

protect. Or so the argument goes.

We’re not persuaded. First, neither Nikolopulos nor

D’Attomo distinguishes between subsection (a) and subsection (c). Rather, they discuss only “[t]he disclosure requirements imposed by § 22.1.” D’Attomo, 36 N.E.3d at 905.

Moreover, as a general rule of interpretation, Illinois courts 
No. 18-2150 9

read statutes as a whole rather than focusing on isolated 

subsections. See Metzger v. DaRosa, 805 N.E.2d 1165, 1169 (Ill. 

2004). Reading section 22.1 in this holistic way, subsection (a) of the statute establishes the seller’s duty to disclose 

an array of important documents to the buyer; subsection (b) 

requires condominium associations to furnish the required 

documents to unit owners within 30 days of a written request; and subsection (c) allows associations to charge a 

reasonable fee for doing so. The statute works as an integrated whole for the benefit of prospective condominium purchasers, not sellers.

Given the manifest statutory purpose of transparency for

prospective condominium buyers, we cannot conclude that 

the statute was designed to prevent injury to unit sellers. To 

the contrary, the statute is plainly designed to protect condominium purchasers against fraud (of the concealment 

variety) by condominium sellers. Together subsections (b) 

and (c) implement the disclosure duty in subsection (a) and 

thus work toward that end. They are not independent 

entitlements for the benefit of condominium associations 

and unit sellers.

We therefore hold that section 22.1 does not confer an 

implied right of action on condominium owners. The judge 

properly dismissed the Condominium Act claim.

B. Consumer Fraud Act Claim

Next up is the claim under the Illinois Consumer Fraud

and Deceptive Business Practices Act, 815 ILL. COMP. STAT.

505/1 et seq. The Consumer Fraud Act “protect[s] consumers ... against fraud, unfair methods of competition, and 

other unfair and deceptive business practices.” Robinson v. 
10 No. 18-2150

Toyota Motor Credit Corp., 775 N.E.2d 951, 960 (Ill. 2002). To 

prevail on a claim under the Act, “a plaintiff must plead and 

prove that the defendant committed a deceptive or unfair act 

with the intent that others rely on the deception, that the act

occurred in the course of trade or commerce, and that it 

caused actual damages.” Vanzant v. Hill’s Pet Nutrition, Inc., 

934 F.3d 730, 736 (7th Cir. 2019).

No deception is alleged here. The plaintiffs argue instead

that the PDF fee is unfair. A trade practice may be deemed 

unfair if it (1) “offends public policy”; (2) is “immoral, 

unethical, oppressive or unscrupulous”; or (3) “causes 

substantial injury to consumers.” Id. at 739. It’s not necessary 

to establish all three criteria. “A practice may be unfair 

because of the degree to which it meets one of the criteria or 

because to a lesser extent it meets all three.” Robinson, 

775 N.E.2d at 961 (quotation marks omitted). 

This claim fails for several reasons. First, it appears to

rest almost entirely on the alleged violation of section 22.1. 

That is, the plaintiffs allege that Sudler and HomeWise 

violated the Condominium Act and thereby violated Illinois 

public policy. As we’ve explained, however, it’s the condominium association’s duty to furnish the required disclosure 

documents to unit owners on request; as a corollary, it may

charge a reasonable fee for doing so. § 605/22.1(b), (c). And 

although the association may retain a professional management firm to handle the day-to-day operation of the property, it cannot outsource its statutory duties to the propertymanagement company. Henderson v. Lofts at Lake Arlington 

Towne Condo. Ass’n, 105 N.E.3d 1, 15 (Ill. App. Ct. 2018) 

(holding that an association retains a statutory duty under 
No. 18-2150 11

the Condo Act to care for common areas even though it 

hired a property manager).

To be sure, the Condominium Act establishes standards 

of conduct for property-management firms. See generally

765 ILL. COMP. STAT. 605/18.7. But this section of the Act

explicitly precludes “a cause of action by a unit owner ... 

against a community association manager or the firm of a 

community association manager,” while preserving “any 

right of action by a unit owner” against the association’s 

“board of directors under existing law.” § 605/18.7(g)(1)–(2).

Given these headwinds, the plaintiffs try a different tack. 

They argue that Sudler and HomeWise can be liable for 

violating the Consumer Fraud Act because they acted on 

behalf of the condominium associations to breach the associations’ duties under section 22.1. This argument distorts 

basic agency law; it is essentially “the reverse of vicarious 

liability.” Schur v. L.A. Weight Loss Ctrs., Inc., 577 F.3d 752, 

766 (7th Cir. 2009). In Illinois, as elsewhere, a court “may not 

impute a duty the principal owed to a third party to an agent 

merely acting pursuant to duties it, in turn, owed to the 

principal.” Id. (applying Illinois law). Put slightly differently, 

“[w]hile the acts of an agent may be considered to be acts of 

the principal, acts of the principal are never imputed to the 

agent.” Stein v. Rio Parismina Lodge, 695 N.E.2d 518, 522 (Ill. 

App. Ct. 1998) (citation omitted). For an agent to be liable in 

tort to a third party harmed by the agent’s conduct, the 

agent must breach an independent duty that he owes to the 

third party. Schur, 577 F.3d at 766; see also RESTATEMENT 

(THIRD) OF AGENCY § 7.02 (Am. Law Inst. 2006). 

Thus stripped of its Condominium Act premise, the Consumer Fraud Act claim rests on nothing more than a generic 
12 No. 18-2150

allegation that HomeWise charged too much for a PDF of the 

disclosure documents. But the Illinois courts have held that 

“charging an unconscionably high price generally is insufficient to establish a claim for unfairness.” Robinson, 

775 N.E.2d at 961. The judge correctly dismissed this claim.

C. Additional Claims 

We can make short work of the three common-law 

claims. Unjust enrichment is not a separate cause of action

under Illinois law. Cleary v. Philip Morris Inc., 656 F.3d 511, 

517 (7th Cir. 2011) (“[I]f an unjust enrichment claim rests on 

the same improper conduct alleged in another claim, then 

the unjust enrichment claim will be tied to this related 

claim—and, of course, unjust enrichment will stand or fall 

with the related claim.”). Neither is civil conspiracy. Indeck 

N. Am. Power Fund, L.P. v. Norweb PLC, 735 N.E.2d 649, 662 

(Ill. App. Ct. 2000) (“[A] conspiracy is not an independent 

tort. Where, as here, a plaintiff fails to state an independent 

cause of action underlying its conspiracy allegations, the 

claim for a conspiracy also fails.”).

The remaining claim is for breach of fiduciary duty. This 

claim is derivative, not direct. That is, the plaintiffs allege

that Sudler and HomeWise “aided and abetted” a breach of 

fiduciary duty by the condominium associations. It’s true 

that the officers and board members of a condominium 

association owe a fiduciary duty to unit owners. 765 ILL.

COMP. STAT. 605/18.4. Part of that duty includes compliance

with the requirements of the Condominium Act. Davis v. 

Dyson, 900 N.E.2d 698, 712 (Ill. App. Ct. 2008). But the complaint does not allege facts that, if true, could support an 

inference that the officers or board members of either condominium association committed a fiduciary breach. There 
No. 18-2150 13

is no allegation, for example, that an officer or board member refused to produce the disclosure documents for the

plaintiffs upon request or charged them an excessive fee to 

make copies. Rather, the complaint alleges only that the 

condominium associations retained Sudler to handle day-today property management and that Sudler in turn contracted with HomeWise, an online vendor that assembles the 

required disclosure documents in PDF format for a fee. This 

contractual arrangement is not a breach of the board members’ fiduciary duties. It does not become one even if we 

accept, as the complaint alleges, that HomeWise’s fee exceeded the out-of-pocket cost of making the PDF.

AFFIRMED