THIRD DIVISION

								JUNE 29, 2001

No. 1-00-2517

ABBEY FISHMAN ROMANEK,				)	Appeal from the

								)	Circuit Court of

	Plaintiff-Appellant,			)	Cook County.

								)

		v.						)

								)

MICHAEL P. CONNELLY, JOHN L.			)

SCHROEDER, THOMAS F. TOBIN, RAYMOND	)

E. STACHNIK, EUGENE S. KRAUSE, DANIEL	)

MICHAEL P. HANNIGAN, BRANDT MADSEN and	)

MARY LISA KAMINS, individually and as	)

the general partners of CONNELLY &		)

SCHROEDER, a law firm,				)	Honorable

								)	James F. Henry,

	Defendants-Appellees.			)	Judge Presiding.

	JUDGE CERDA delivered the opinion of the court:

	Plaintiff, Abbey Fishman Romanek, appeals the order of the

circuit court dismissing her second amended complaint with

prejudice, pursuant to sections 2-615(a) and 2-619(a)(9) of the

Civil Practice Act (Act) (735 ILCS 5/2-615(a), 5/619(a)(9) (West

1998)), against defendants, Michael Connelly, John Schroeder,

Thomas Tobin, Raymond Stachnik, Eugene Kraus, Daniel Konicek,

Michael Hannigan, Brandt Madsen and Mary Lisa Kamins,

individually and as general partners of defendant law firm

Connelly & Schroeder (collectively referred to hereinafter as

"Connelly & Schroeder"), for breach of contract, breach of

fiduciary duty and intentional interference with prospective economic advantage.

	Plaintiff, an attorney, is a former member of Connelly &

Schroeder.  During her employment, she brought in a contingent

fee case through a lawyer she knew.  When she left the firm,

there was an agreement for plaintiff to receive a portion of any

fee generated by the referral case.  The principal issue in this

case is whether the parties' agreement to share in the contingent

fee recovered in the referral case is enforceable under Rule 1.5

of the Rules of Professional Conduct ("RPC").

	For the following reasons, we affirm in part, reverse in

part, and remand for further proceedings.

	BACKGROUND

	The following facts are derived from the well-pleaded facts

of plaintiff's second-amended complaint and the reasonable

inferences drawn therefrom, which for purposes of this appeal

must be accepted as true (In re Chicago Flood Litigation, 176 Ill. 2d 179, 184, 680 N.E.2d 265, 268 (1998)), as well as other

record materials properly before us on this appeal.

	From October 1995 to August 1998, plaintiff was an associate

member of the Chicago law firm of Connelly & Schroeder.  At some

point during that time period, Connelly & Schroeder received,

through plaintiff, litigation between Thunderhead Beverages Inc.

and Dana Plastics, which had been referred to plaintiff by a personal acquaintance and attorney in Cincinnati, Ohio. 

Thunderhead ultimately retained Connelly & Schroeder to represent it, on a contingency fee basis, in the litigation with Dana

Plastics.  Thunderhead also retained the law firm to represent it

in other matters in which it was involved at the time.  In

addition to bringing the case to the law firm, plaintiff provided

some services on Thunderhead's behalf at the inception of the

Dana Plastics case.

	Plaintiff subsequently left Connelly & Schroeder in August

1998 and, pursuant to an oral separation agreement, was allowed

to take certain medical insurance cases she was handling at the

time.  In addition to outlining the terms of plaintiff's

departure from the law firm, the separation agreement

additionally contained an alleged "fee sharing agreement"

arranged between plaintiff and two of the firm's partners,

Michael Connelly and Daniel Konicek.  According to the amended

complaint, plaintiff intended to take the Dana Plastics case and

all other Thunderhead matters with her.  When presumably learning

of plaintiff's intentions, Connelly allegedly stated to plaintiff

that the law firm "would like to keep the Thunderhead cases and *** [that it would] give [her] a referral fee if [she] agree[d]

to leave the cases" with it.  Konicek similarly asked plaintiff

to leave all Thunderhead matters in exchange for the payment of a

fee.  The record indicates that the firm's payment was to be made

solely from the contingency fee generated from the Dana Plastics

matter.  Plaintiff accepted the foregoing offers and made no attempt to take any Thunderhead cases when she left the firm's employment.

	The amended complaint does not identify the particular terms

of the parties "fee sharing" arrangement.  For instance, the

complaint does not identify the amount and basis of the fee to be

paid plaintiff.  The only contractual provision specified is that

Connelly & Schroeder had the obligation to "either *** obtain or

*** make a good faith attempt to obtain the written consent of

the client, Thunderhead, to the *** fee sharing agreement." 

Connelly & Schroeder has allegedly never made an attempt to

fulfill its obligation.

	In either late 1998 or early 1999, Connelly & Schroeder

secured a $200,000 settlement of the Dana Plastics litigation on

Thunderhead's behalf, pursuant to which the firm collected a fee

of $66,666.67.  Connelly & Schroeder has never paid plaintiff any

portion of that recovered fee.

	Count I of the amended complaint charges Connelly &

Schroeder with breach of contract, alleging that the firm has

failed to adhere to the "fee sharing" provision of the parties'

separation agreement by (1) failing and refusing to make any

attempt to obtain the written consent of Thunderhead and (2)

"refusing to pay the plaintiff a referral fee on the Thunderhead

case."  Count II alleges that the foregoing omissions and

failures on the part of Connelly & Schroeder constitute a breach

of its fiduciary obligations toward plaintiff as a joint venturer

in their dual representation of Thunderhead in the Dana Plastics litigation.  Finally, in count III, Connelly & Schroeder is

alleged to have intentionally interfered with the prospective

economic relationship plaintiff expected to have forged with

Thunderhead upon her departure from the firm.

	ANALYSIS

	A section 2-615 motion to dismiss attacks the legal sufficiency of the complaint whereas a section 2-619 motion

raises defects or defenses that negate plaintiff's cause of

action completely or refute crucial conclusions of law or

conclusions of material fact that are unsupported by allegations

of specific fact.  Lawson v. City of Chicago, 278 Ill. App. 3d 628, 634, 662 N.E.2d 1377, 1382 (1996).  Motions filed under

either section admit all well-pleaded facts together with all

reasonable inferences drawn therefrom.  Lawson, 278 Ill. App. 3d 634, 662 N.E.2d at 1382.  Conclusions of law or conclusions of

fact not supported by allegations of specific fact, however, are

not admitted.  Lawson, 278 Ill. App. 3d 634, 662 N.E.2d at 1382.  In ruling on either motion, all pleadings and supporting

documents are construed in a light most favorable to the

nonmoving party.  Chicago Flood Litigation, 176 Ill. 2d at 184, 680 N.E.2d at 268.

	The question presented by a motion under section 2-615 is

whether the complaint alleges sufficient facts entitling

plaintiff to relief.  Where facts alleged fail to support the

asserted cause of action, the motion should be granted and the claim dismissed.  Chicago Flood Litigation, 176 Ill. 2d at 184, 680 N.E.2d at 268.  A motion to dismiss under section 2-

619(a)(9), on the other hand, acknowledges the plaintiff's cause

of action but presents affirmative matters that avoid the legal

effect of the claim.  Golden v. Mullen, 295 Ill. App. 3d 865, 869, 693 N.E.2d 385, 389 (1997).  The relevant inquiry for this

court is "whether the existence of a genuine issue of material

fact should have precluded the dismissal or, absent such an issue

of fact, whether dismissal is proper as a matter of law."  Kedzie & 103rd Currency Exchange, Inc. v. Hodge, 156 Ill. 2d 112, 116- 17, 619 N.E.2d 732, 735 (1993).

	Since the issues raised by either of the foregoing motions

involve solely questions of law, our review is conducted de novo.  Lawson, 278 Ill. App. 3d at 634, 662 N.E.2d at 1382.

	I.

	Breach of Contract

	According to the amended complaint, Connelly & Schroeder are

in breach of the alleged fee-sharing agreement obligating it to

pay plaintiff an unidentified portion of the contingency fee

received by settlement of the Dana Plastics case.  Fee-sharing

arrangements among lawyers are governed by RPC 1.5(f), which

provides:

			"Except as provided in Rule 1.5(j), a

lawyer shall not divide a fee for legal

services with another lawyer who is not in the same firm, unless the client consents to

employment of the other lawyer by signing a

writing which discloses:

			(1) that a division of fees will be

made;

			(2) the basis upon which the division

will be made, including the economic benefit

to be received by the other lawyer as a

result of the division; and

			(3) the responsibility to be assumed by

the other lawyer for performance of the legal

services in question."  134 Ill. 2d R.

1.5(f).

The provisions of RPC 1.5 operate with the force and effect of law (see In re Vrdolyak, 137 Ill. 2d 407, 422, 560 N.E.2d 840, 845 (1990); Marvin N. Benn & Associates, Ltd. v. Nelsen Steel & Wire Inc., 107 Ill. App. 3d 442, 446-47, 437 N.E.2d 900 (1982)), and embody this State's public policy of placing the rights of

clients above and beyond any lawyers' remedies in seeking to

enforce fee-sharing arrangements.  Albert Brooks Friedman, Ltd. v. Malevitis, 304 Ill. App. 3d 979, 985, 710 N.E.2d 843, 847 (1999).

	Connelly & Schroeder argues plaintiff is unable to succeed

as a matter of law on her breach of contract claim because the

client, Thunderhead, never consented to the parties' fee- splitting arrangement as required by RPC 1.5(f).  As Connelly & Schroeder observe, the plaintiff's amended pleading is devoid of

any allegations concerning Thunderhead's consent.  Moreover,

Connelly & Schroder's section 2-619 motion to dismiss is

supported by the affidavit of Thunderhead's president, Janice

Fries, who expressly avers that Thunderhead never consented to

any fee-sharing arrangement between plaintiff and the law firm. 

Lack of Thunderhead's consent, according to Connelly & Schroeder,

renders the parties' agreement invalid on public policy grounds

and, hence, unenforceable by plaintiff.

	Plaintiff responds that the client-consent requirement of

RPC 1.5(f) does not apply here because the fee-sharing

arrangement was part of the separation agreement consummated upon

plaintiff's departure from the law firm.  In support of her

contention, plaintiff cites RPC 1.5(j), which states

"[n]otwithstanding Rule 1.5(f), a payment may be made to a lawyer

formerly in the firm, pursuant to a separation or retirement

agreement."  134 Ill. 2d R. 1.5(j).  Plaintiff argues since the

fee payment from the Dana Plastics litigation was to be made

pursuant to the parties' separation agreement, Thunderhead's

consent was not necessary.

	While acknowledging RPC 1.5(j), Connelly & Schroeder

maintains that this court's decision in the pre-RPC decision of

Corti v. Fleisher, 93 Ill. App. 3d 517, 417 N.E.2d 764 (1981) precludes operation of that provision and dispels plaintiff's claim that the agreed-upon fee payment was part of a "separation

agreement."  In Corti, the plaintiff-attorney and the defendant law firm entered into an employment agreement where it was

agreed, inter alia, that upon the agreement's termination, Corti would be able to remove, notwithstanding client consent, any case

files directly or indirectly referred to the firm by him.  Corti

was further entitled to "all fees" generated by those cases by

the firm subsequent to the agreement's termination irrespective

of any legal services performed, or legal responsibility assumed,

by him on those matters.

	On appeal, this court affirmed the dismissal of Corti's

complaint to enforce the terms of the employment agreement. 

After initially observing that Corti's complaint was devoid of

any allegations that he had enjoyed an attorney-client

relationship with any of the referred clients, or that he had

performed legal or other services with respect to those matters

other than providing referrals (Corti, 93 Ill. App. 3d at 523, 417 N.E.2d at 769)), the court found, in relevant part, the contractual obligation on the part of the defendant law firm to

remit all fees generated by the referred files to Corti

"injurious to the best interests of the clients concerned because

it reduces the motivation of *** [the firm and its attorneys] to

use their best efforts in resolving the clients' cases."  Corti, 93 Ill. App. 3d at 523, 417 N.E.2d at 769-70.  Since Corti's request concerned the remittance of fees derived from matters "in which subsequent to his employment he did not and could not have

done any work," the effect of the parties' agreement, as

explained by the court, was that the firm "would be required ***

to perform all the legal work on these files and then to remit

all fees to [Corti] who 'earned' them solely by indirectly

referring the files[.]"  Corti, 93 Ill. App. 3d at 523-24, 417 N.E.2d at 770.  The court stated:

		"It defies common sense to believe that ***

[the firm and its attorneys] would be

inclined to give the clients under these

circumstances the same caliber of

professional treatment that they would render

to a client originating from their office.

[The firm], instead, would be encouraged to

dispose of the matters as quickly as possible

without regard to the clients' best

interests, realizing that all fees arising

therefrom would accrue to [Corti] who

rendered no services and assumed no

responsibility for the files.  We will not

lend judicial approval to an agreement of

this nature, because it endangers the

clients' right to receive their attorneys'

complete care and consideration in the

disposition of their legal affairs."  Corti, 93 Ill. App. 3d at 524, 417 N.E.2d at 770.

	After examining at length various legal authorities

discussing the propriety of fee division agreements between

attorneys, including the predecessor to Rule 1.5(f), Disciplinary

Rule 2-107 of the American Bar Association's Model Code of

Professional Responsibility1, the court further declared intra- attorney fee sharing agreements based solely upon a client

referral unenforceable as violative of public policy.  93 Ill.

App. 3d at 531, 417 N.E.2d at 775.

	As part of its decision, the court considered Corti's

argument that the parties' employment agreement constituted "a

separation agreement between members of a law firm" and, thus,

was sanctioned by DR 2-107(B) which, in similar fashion to RPC

1.5(j), sanctions payments to a former partner or associate of a

law firm pursuant to a separation or retirement agreement.2  The court rejected Corti's contention, explaining:

		"[i]n our opinion, DR 2-107(B) sanctions

payment to a former partner or associate of a

law firm for legal services which contributed

to the firm's overall profits.  Invariably, a

portion of those profits and the corresponding payments to the attorney may

have derived from files upon which the

departing employee rendered no actual

services.  This practice, however, is

permissible for two reasons.  First, the

compensation is not directly linked to the

particular files, so the employee is not

rewarded for soliciting the clients'

employment or failing to perform services for

them.  Second, and more importantly, the

clients are not affected by this arrangement

and continue to receive the firm's best

skills and abilities after the employee's

termination of employment.  If applied to the

particular agreement, however, this section

[DR 2-107(B)] would condone an opposite

result.  Because the compensation under the

provision in question is exclusively tied to

the referred files instead of the firm's

general profits, [the] plaintiff would

actually be rewarded for simply being a link

in the chain which led to the clients'

referral.  In addition, the client's best

interests would suffer since the motivation

of the firm to render them quality legal services would be substantially reduced,

since all fees resulting from their files

were promised to plaintiff, the departing

employee, under the agreement."  Corti, 93 Ill. App. 3d at 531, 417 N.E.2d at 775.

	Relying on this portion of Corti's analysis, Connelly & Schroeder asserts the fee sharing arrangement in the present case

does not represent, contrary to plaintiff's claim, a "separation

agreement" as contemplated by RPC 1.5(j).  According to Connelly

& Schroeder, Corti mandates that, for purposes of paragraph (j), a payment made pursuant to a separation agreement must be made

from the general profits of the law firm and not from fees

generated by representation of a particular case.  Since the

payment to be made to plaintiff under the parties' agreement is

directly linked to the Dana Plastics' litigation, rather than to

the firm's profits as a whole, Connelly & Schroeder claims RPC

1.5(j) is inoperative and, therefore, client consent was

necessary under paragraph (f).

	We do not share defendants' reading of the Corti decision.  In our view, Corti does not hold that all payments made pursuant to a separation agreement must be from the firm's general

profits.  Rather, the court, limiting its analysis to the

particular agreement in that case, holdingeld that enforcement of the

parties' accord under DR 2-107(B) could not be reconciled with

public policy concerns.   According to the court, the provision providing for the remittance of all fees could not be directly

tied to the referred files at issue because it would operate to

undermine both the clients' best interests and the ethical

prohibition of client referral payments.  Because giving effect

to the "unique terms" of the "particular agreement" as urged by

Corti would offend its public policy determinations, the court

refused to apply DR 2-107(B).  Thus, the court focused on the

application of paragraph (B) under the circumstances presented in

that case and did not attempt to define that provision's

operation in every conceivable situation.

	We do not read Corti as standing for the proposition that a separation payment can never be tied to the fees generated in a

particular case.  Instead, we construe Corti as holding that such a payment is improper only when its violates some established

expression of public policy like those identified in the court's

ruling.  Public policy concerns may, but not always, be

implicated, and whether such concerns arise will depend on the

circumstances and particular terms of the agreement involved in

each case.

	Connelly & Schroeder intimates that the public policy

concerns raised by the Corti court are implicated by the parties' fee-sharing agreement in this case.  Because Corti was decided without reference to, and before the adoption of, the RPC and its

predecessor, the Illinois Code of Professional Responsibility,

the question arises whether the public policy expressed by Corti remain viable.

	Nothing in the RPC sanctions a fee-splitting agreement

between lawyers where one attorney is entitled to a remittance of

all the fees generated by the legal work of the other. 

Certainly, as explained in Corti, such a fee-splitting agreement severely comprises the best interests of the client since the

paying attorney has little or no incentive to effectuallyeffectively handle

the client's matter.

	Moreover, Corti's prohibition of fee-sharing agreements predicated solely on client referrals is embodied in the RPC. 

While the RPC expressly approves of fee sharing agreements where

the primary service performed by one lawyer is the referral of

the client to another lawyer (see 134 Ill. 2d R. 1.5(g)), such

arrangements cannot rest on the referral alone.  Most

importantly, the referring attorney must assume "the same legal

responsibility for the performance of the services in question as

would a partner of the receiving lawyer."  134 Ill. 2d R. 1.5(g)(2).3

	Further, to the extent Corti's analysis can be construed as conflicting with the provisions of RPC 1.5, we note, as discussed

earlier, that the supreme court in Vrdolyak made it clear that the rules governing attorney conduct operate with the force of

law.  The court went further and stated: "[a]ccordingly, the

[Disciplinary] Code, as a binding body of disciplinary rules,

has, sub silentio, overruled prior judicial decisions which conflict with its mandates and proscriptions."  560 N.E.2d at

845, 137 Ill. 2d at 422.

	Since we find the public policy determinations expressed in

Corti still viable, we must consider whether those particular concerns are implicated by the parties' fee-sharing agreement in

this case.  We find they are not.

	First, the best interests of Thunderhead in receiving

complete and careful representation is not comprised by the

parties' arrangement.  While the record suggests that Connelly &

Schroeder would be responsible for a majority of the work

performed in the Dana Plastics matter, the firm is not required

to remit the entire fee recovered for its efforts to plaintiff. 

Rather, the amended complaint indicates the law firm is to retain

some percentage of the recovered fee.  Connelly & Schroeder

certainly stands to gain from its services and, accordingly,

possesses the incentive to use its best efforts in handling Thunderhead's case.

	The fee-sharing agreement is further not predicated on a

mere client referral.  While we acknowledge plaintiff's repeated references in her amended complaint to the payment as a "referral

fee," a liberal reading of the complaint shows that the firm's payment represents its consideration for plaintiff agreeing not

to take all the Thunderhead files with her upon leaving the

firm's employ.  Hence, the agreement does not impermissibly

reward plaintiff for "simply being a link in the chain."

	We find the parties' fee-sharing agreement, as it is alleged

in the amended complaint, falls within the scope of RPC 1.5(j)

and, as such, does not need to adhere to the requirements

contained in RPC 1.5(f).4  Plaintiff's contract claim, therefore, is not precluded as a matter of law.

	Nonetheless, dismissal is warranted under section 2-615 of the Act because plaintiff's factual allegations do not adequately

support her cause of action.   A claim for breach of contract

requires the plaintiff to allege, inter alia, the definite and certain terms of the parties' agreement.  Brown and Kerr, Inc. v. American Stores Properties, Inc., 306 Ill. app. 3d 1023, 1030, 715 N.E.2d 804, 810 (1999); Barille v. Sears Roebuck and Company, 289 Ill. App. 3d 171, 175, 682 N.E.2d 118, 121 (1997).  The

allegations of the amended complaint fail in this regard.  Particularly, the complaint is silent as to the percentage of the

recovered contingency fee, or basis thereof, to be paid

plaintiff.  While proper on this basis, dismissal is without

prejudice since the complaint's infirmity can be corrected by

amendment.  See Jeffrey M. Goldberg & Associates, Ltd. v. Collins Tuttle & Co., Inc., 264 Ill. App. 3d 878, 885, 637 N.E.2d 1103, 1109 (1994) ("[i]f a plaintiff can state a cause of action by

amending the pleadings, a case should not be dismissed with

prejudice on the pleadings").

	II.

	Breach of Fiduciary Duty

	Predicated on Joint Venture

	Plaintiff further asserts a claim for breach of fiduciary

duty, which required her to set forth factual allegations

establishing (1) the existence of a fiduciary duty on the part of

Connelly & Schroeder, (2) Connelly & Schroeder's breach of that duty, and (3) damages proximately resulting therefrom.  Neade v. Portes, 193 Ill. 2d 433, 444, 739 N.E.2d 496, 502 (2000).  Plaintiff's fiduciary breach claim is predicated on an alleged

joint venture between her and Connelly & Schroeder to defend

Thunderhead in the litigation involving Dana Plastics. 

Therefore, to prevail on her claim, it was incumbent upon

plaintiff to adequately allege the existence of the asserted

joint venture.

	A joint venture is an association of two or more individuals

engaged to carry out a single enterprise for profit.  Groark v. Thorlief Larsen & Son, Inc., 231 Ill. App. 3d 61, 66, 596 N.E.2d 78, 81 (1992).  Our supreme court has expressly recognized that when "lawyers between whom no general partnership relation exists

jointly undertake to represent a client in a case, they may be

regarded as joint venturers *** for the particular transaction." 

In re Johnson, 133 Ill. 2d 516, 525, 552 N.E.2d 703, 707 (1989).  As joint venturers, each attorney owes the other the fiduciary

obligations of loyalty and good faith with respect to all matters

affecting their joint representation.  Larry Karchmar, Ltd. v. Nevoral, 302 Ill. App. 3d 951, 956-57, 707 N.E.2d 223, 226-27 (1999).

	The mere sharing of fees between attorneys, however, is insufficient, by itself, to establish a joint venture.  Canel and Hale, Ltd v. Tobin, 304 Ill. App. 3d 906, 916, 710 N.E.2d 861, 870 (1999); but see Karchmar, 302 Ill. App. 3d at 956, 707 N.E.2d at 226 (stating "[a]n agreement between two attorneys to share

fees creates a joint venture").  "Without more, 'the mere fact that attorneys associate on a fee for services basis does not

make them joint venturers.'"  Canel and Hale, 304 Ill. App. 3d at 917, 710 N.E.2d at 871.

	The existence of a joint venture is shown by allegations

demonstrating (1) a community of interest in the purpose of the

joint association, (2) a right of each member to direct and

govern the policy and conduct of the other members, and (3) a

right to joint control and management of the property used in the enterprise.  Behr v. Club Med, Inc., 190 Ill. App. 3d 396, 409, 546 N.E.2d 751, 760 (1989); Barton v. Evanston Hospital, 159 Ill. App. 3d 970, 974, 513 N.E.2d 65, 67 (1987); Clapp v. JMK/Skewer, Inc., 137 Ill. App. 3d 469, 471, 484 N.E.2d 918, 920 (1985).

	The amended complaint utterly fails to allege any of the elements necessary to show the parties' engaged in a joint

venture to represent Thunderhead in the Dana Plastics litigation. 

The complaint simply asserts that "plaintiff and Connelly &

Schroeder entered into a joint venture," without alleging that

the parties shared a common purpose to provide Thunderhead's

representation, pursuant to which each enjoyed a degree of

control over the other and the course of representation in

general.  Plaintiff's bald assertion that a joint venture existed

does not save her claim.

	It is patently clear from the complaint's allegations that

the parties never intended to associate with one another for

purposes of jointly representing Thunderhead.  Significantly,

while plaintiff did provide some services on Thunderhead's

behalf, those services were rendered while plaintiff was a member

of the law firm.  The crux of plaintiff's breach of fiduciary

duty claim is the failure of Connelly & Schroeder to pay

plaintiff the agreed-upon portion of the fee obtained pursuant to

the Dana Plastics settlement.  As discussed, this fee agreement

was reached upon plaintiff's departure from the law firm and

represented the firm's consideration for plaintiff leaving the Thunderhead files.  The parties' agreement, thus, does not

concern any joint representation of Thunderhead but, rather,

reflects the terms of plaintiff's separation.  Because plaintiff

is unable to allege any facts that would entitle her to relief,

her breach of fiduciary duty claim was properly dismissed with

prejudice.

	III.

	Intentional Interference with

	Prospective Economic Advantage

	Plaintiff lastly charges Connelly & Schroeder with

intentionally interfering with her prospective business

relationship with Thunderhead.  To adequately state such a claim,

the allegations of plaintiff's complaint must show (1) a

reasonable expectancy of entering into a valid business

relationship, (2) Connelly & Schroeder's knowledge of that

expectancy, (3) an intentional and unjustified interference by

Connelly & Schroeder that induced or caused a breach or

termination of the expectancy, and (4) damage to the plaintiff

resulting from the Connelly & Schroeder's interference.  Andersen v. Vanden Dorpel, 172 Ill. 2d 399, 406-07, 667 N.E.2d 1296, 1299 (1996); Small v. Sussman, 306 Ill. App. 3d 639, 648, 713 N.E.2d 1216, 1223 (1999).

	Plaintiff utterly fails to allege any intentional

interference on the part of Connelly & Schroeder.  Nor could she. 

The element of "purposeful" or "intentional" interference refers

to some impropriety committed by the defendant in interfering with the plaintiff's expectancy of entering into a valid business

relationship with an identifiable third party.  Dowd & Dowd v. Gleason, 181 Ill. 2d 460, 484, 693 N.E.2d 358, 371 (1998).  In this regard, facts must be alleged suggesting that the defendant

acted intentionally with the aim of injuring the plaintiff's

expectancy.  J. Eck & Sons, Inc. v. Reuben H. Donnelley Corp., 213 Ill. App. 3d 510, 515, 572 N.E.2d 1090, 1094 (1991).

	Plaintiff's claim is based on the asserted expectancy of taking Thunderhead as a client upon her departure from the law

firm.  Yet, the complaint fails to specify any action on the part

of Connelly & Schroeder directed toward Thunderhead that had the

purpose of thwarting any relationship plaintiff had expected.  In

fact, it was plaintiff herself, not Connelly & Schroeder, that

ended any prospect of a professional relationship between her and

Thunderhead.  As is clear from the complaint's allegations,

plaintiff voluntarily abandoned her asserted expectancy by

accepting the firm's offer of receiving a payment of money in

exchange for not taking Thunderhead and its files.  Plaintiff is

unable to allege any facts that would entitle her to relief and,

accordingly, her intentional interference claim is dismissed with

prejudice.

	CONCLUSION

	For the foregoing reasons, plaintiff's claims for breach of

fiduciary duty and intentional interference with prospective

economic advantage are dismissed with prejudice.  Plaintiff's claim for breach of contract is also dismissed but without

prejudice, and the cause is remanded for further proceedings

regarding this claim.

	HALL, P.J., and BURKE, J., concur.