201 9 IL App (1st) 18 0 697 No. 1-18-0697 Opinion f iled March 12 , 201 9 Second Division

______________________________________________________________________________ IN THE APPELLATE COURT OF ILLINOIS FIRST DISTRICT

______________________________________________________________________________ THE STATE OF ILLINOIS ex rel. DAVID P. LEIBOWITZ, as Trustee of the Bankruptcy Estate of Marie A. Cahill , Plaintiff -Appellant,

v. FAMILY VISION CARE, LLC, NOVAMED MANAGEMENT SERVICE, LLC, SURGERY PARTNERS, INC., and JENNIFER GULA,
Defendant s-Appellees. ) ) ) ) ) ) ) ) ) ) ) ) Appeal from the Circuit Court of Cook County.

No. 17 L 4200

Honorable John C. Griffin , Judge, presiding.

JUSTICE HYMAN delivered the judgment of the court, with opinion. Presiding Justice Mason and Justice Pucinski concurred in the judgment and opinion. OPINION ¶ 1 We are asked to decide two interrelated question s under the In surance Claims Fraud Protection Act (Act) (740 ILCS 92/1 et seq. (West 2016)) : (i) w hether the State can assign to a third party an injury to its sovereignty and (ii) w hether the third party can derive standing from that injury absent monetary damages to the State? Both questions presen t an issue of first expression.No. 1-18-0697

- 2 - ¶ 2 The trial court found the plaintiff , trustee for the bankruptcy estate of Marie Cahill, la cked standing because the State only suffered an injury to its sovereignty , not a pecuniary loss , and the State cannot assign an injury to its sovereignty to a private citizen. The court also found the plaintiff was not an “interested person” under the Act , as Cahill did not suffer an injury related to the claim and did not allege how determination of the controversy would affect a claim or right personal to her. ¶ 3 We differ with the trial court’s standing analysis

. Under the plain language of the Act and its purpose in combating insurance fraud, the State need not have suffered monetary damages to confer standing on a relator. Moreover, i n the qui tam context, a whistleblower employee lik e Cahill, who has personal, nonpublic information of possible wrongdoing , is an “interested person” under the statute and need not have a personal injury to have standing. ¶ 4 We agree with the trial court t hat dismissal was not warranted by the separation agreement or for failure to state a claim. Thus, we affirm in part, reverse in part , and remand for further proceedings. ¶ 5 Background ¶ 6 Family Vision Care , LLC , is an optometrist practice in LaGrange, Illin ois. NovaMed Management Service , LLC, a medical practice management company, purchased Family Vision
Care , LLC, and merged with Surgery Partners, Inc. (Surgery Partners) , a publicly traded
company . Dr. Jennifer Gula is an optometrist at Family Vision Care, LLC, with no ownership interest in the practice. (D efendants will be referred to as “Family Vision Care

. ”) ¶ 7 Cahill worked for Family Vision Care from October 2012 through January 2016 . As an office administrator, Cahill handled insurance billing practices. According to Cahill, about 90%No. 1-18-0697

- 3 - of Family Vision Care’s revenue c ame from claims it submitted to V ision S ervice P lan (VSP) , a vision care health insurance company. VSP only covers claims from optometrists who have “majority owne rship and complete control” of their medical practices. A practice must sign a provider agreement certify ing i tself a s optometrist owne d and c ontrolled before VSP will make any insurance payments. Cahill alleges Family Vision Care engaged in fraud by knowi ngly and falsely certifying their eligibility for VSP insurance payments and accept ing payments to which they were not entitled. Specifically, Cahill alleges, in part, that Dr. Gula signed the provider agreements falsely certifying to VSP that she owned Fa mily Vision Care. Cahill also alleges Frank Soppa, a Surgery Partners executive , instructed her to tell VSP that Dr. Gula owned Family Vision Care. ¶ 8 In February 2016, after Cahill left Family Vision Care, she signed a separation agreement and general release “fully and unconditionally” releas ing and discharg ing her employer from liability, claims, and causes of action “arising *** out of or in connection with Employee’s employment or separation from employment with Employer, and all claims for any act or failure to act that occurred up to the time that Employee signs this Agreement.” ¶ 9 Cahill filed for bankruptcy in January 2016. More than a year later , the trustee of the bankruptcy estate (Estate) filed a one

- count complaint again st Family Vision Care alleging violation of section 5 of the Act ( id. § 5) for fraudulently submitting false claims to V SP , which is not a party. (The complaint was filed under the caption “State of Illinois ex rel. Bankruptcy Estate of Marie A. Cahill,” but federal law provides that it is the trustee who may prosecute an action on behalf of the bankruptcy estate. 11 U.S.C. § 323(b) (2012). The reco rd indicates that David P. Leibowitz is the bankruptcy estate’s trustee.) Section 15(a) of the Act i s a qui tamNo. 1-18-0697

- 4 - enforcement provision , allow ing private whistleblowers with undisclosed information about insurance fraud to sue for civil penalties. Id. § 15(a). The Estate’s complaint asserts the State is the real party in inte rest and Cahill is an “interested person” under section 15 (a), giving the
Estate standing to sue on behalf of her and the State. T he State declined to intervene. ¶ 10 Family Vision Care filed a combined motion to dismiss under section 2

- 619.1 of the Code of Civil Procedure (Code) (735 ILCS 5/2

- 619.1 (West 2016)), arguing (i) under section 2

- 615 ( id. § 2-615), the Estate’ s complaint fails to allege a violation of the Act with sufficient particularity ; (ii) under section 2 -619(a)(6) ( id. § 2-619(a)(6)), Cahill ’s severance agreement releasing “any and all claims” against Family Vision Care warranted dismiss al; and (iii) under section 2 -619(a)(9) ( id. § 2- 619(a)(9)) , the Estate lacked standi ng as not a directly injured “interested person” and that only VSP could bring a qui tam claim under the Act

. Family Vision
Care further asserted that , although the State would have standing to enforce its laws, it cannot assign its standing to a private citizen. ¶ 11 The trial court denied Family Vision Care ’s section 2

- 615 motion finding Cahill allege d fraudulent conduct with sufficient specificity. The court also denied Family Vision Care ’s request f or dismissal under section 2 -619 (a)(6) based on the separation agreement, finding questions of fact exist as to whether Cahill could have released the bankruptcy estate’s claim, as well as whether Cahill’s claim falls under the release . As to standing, the trial court dismissed the complaint , finding the Estate f ailed to allege or explain how it has standing to bring a claim under the Act

. Specifically, the court observed that u nlike the False Claims Act (740 ILCS 175/4(b)(1) (West 2016)) , which states that “A person may bring a civil action” for violation of the statute, the Act state s that the relator must be an “ interested person.” (Emphases added.) 740No. 1-18-0697

- 5 - ILCS 92/15 (West 2016). Noting that the Act does not define “interested person,” the court decided, after supplemental briefing, that a claimant must hold some legal interest in the cause of action. The court concluded that the Estate had not demonstrated Cahill suffered an injury related to the claim or how determination of the controversy would affect “a personal claim, status , or right.” Thus, the Estate lacked standing. ¶ 12 Further, the trial court stated that even if the Estate could bring a qui tam action, the
Estate did not allege an “injury in fact” the S t ate could assign to it. R eferenc ing the False Claims
Act , the trial court s tated that it addresses allegations of fraudulently obtained public funds and actual monetary damages suffered by the State

. Conversely, the State’s only injury from a purported Act violation is to its sovereignty, not to its treasury, and the State could not assign that injury to a private citizen

. ¶ 13 T he Estate moved for , and the court granted, dismissal with prejudice and entered a final judgment. ¶ 14 Analysis ¶ 15 The Estate contends the trial court erred in finding it did not have standing under the Act because (i) the State suffered an “injury in fact” to its sovereignty based on violation of its laws and could assign its standing to the Estate and (ii) the E state is an “ interested person” under the section 15(a). Family Vision Care ask s us to affirm the findings that the State has not suffered an assignable injury in fact and that the Estate is not an “interested person ” as Cahill was not personally injured. Alternatively, Family Vision Care argue s that if we disagree with the finding s regarding standing, we should affirm the dismissal under either section 2 -615, as the Estate failedNo. 1-18-0697

- 6 - to plead fraud with particularity , or section 2

- 619(a)(6), as the separation agreement bars the claim

. ¶ 16 The Act ¶ 17 The Act , which the Illinois General Assembly adopted in 2001, added civil penalties to existing criminal remedies for fraud against private insurance companies. Relevant to this c a se, subs ection 5 (b) creates a private cause of action against any entity that violates the Illinois criminal code relating to insurance fraud. Id. § 5(b). The criminal law referenced in subsection (b) states that a person commits insurance fraud “when he or she knowingly obta ins, attempts to obtain, or causes to be obtained, by deception, control over the property of an insurance company *** by the making of a false claim or by causing a false claim to be made on any policy of insurance issued by an insurance company *** intending to deprive an insurance company or self

- insured entity permanently of the use and benefit of that property.” 720 ILCS 5/17

- 10.5 (a)(1) (West 2016). ¶ 18 The Act adopts nearly word

- for

- word a s tatute from California (see Cal

. Ins . Code § 1871.7 (West 2016)). Both the Illinois and California statutes, which are the only laws of their kind in the United States, include a qui tam enforcement provision allowing private whistleblowers with information about insurance fraud to sue for civil penalties. Section 15(a) of the Act provides that “An interested person, including an insurer, may bring a civil action for a violation of this Act for the person and for the State of Illinois.” 740 ILCS 92/15(a) (West 2016). ¶ 19 Standing ¶ 20 A p laintiff ha s standing to sue as long as he or she complain s of some injury in fact to a legally cognizable interest. Greer v. Illinois Housing Development Authority , 122 Ill. 2d 462, 492No. 1-18-0697

- 7 - (1988). More precisely, the claimed injury, whether actual or threatened , must be (i) distinct and palpable, (ii) fairly traceable to the defendant’s actions , and (3) substantially likely to be prevented or redressed by the grant of the requested relief. Id. at 492

- 93. Standing ensures courts decide actual, specific controversies and not abstract questions or moot issues. People ex re l. Madigan v. Burge , 2012 IL App (1st) 122842, ¶ 31. ¶ 21 A plaintiff need not allege facts establishing standing. Wexler v. Wirtz Corp. , 211 Ill. 2d 18, 22 (2004). Rather, the defendant bears the burden to plead and prove lack of sta nding. Chicago Teachers Union v. Board of Education of the City of Chicago , 189 Ill. 2d 200, 206 (2000). Where a motion to dismiss challenges standing, a court accept s as true all well

- pleaded facts in the complaint and all inferences that can reasonably be drawn in the plaintiff’s favor.
In re Estate of Schlenker , 209 Ill. 2 d 456, 461 (2004). A court’s disposition of a section 2-619 motion on lack of standing presents a question of law, which we review de novo . Wexler , 211 Ill. 2d at 23. ¶ 22 By definition, qui tam suits involve claims brought by private parties to assist the executive branch in enforcing the law, “the violation of which affects the interest of the government, not the individual relator , whose only motivation in bringing the suit is to recove r a piece of the action given by statute.” United States ex rel. Hall v. Tribal Development Corp. , 49 F.3d 1208, 1212 (7th Cir. 1995). A “ qui tam plaintiff ” or “relator” is generally likened to private attorneys general who stand in the shoes of the state. Lyons v. Ryan , 324 Ill. App. 3d 1094, 1107

- 08 (2001). The relator has no personal stake in the damages sought

— all of which, by definition, were suffered by the government. State ex rel. Beeler, Schad & Diamond, P.C. v. Burlington Coat Factory Warehouse Co rp. , 369 Ill. App. 3d 507, 513 (2006). Although qui tam actions allow individual citizens to initiate enforcement against wrongdoers who cause injury to theNo. 1-18-0697

- 8 - public, “when a legislative body enacts provisions enabling qui tam actions, that act carries with it an understanding that in such suits it is the government, and not the individual relator, who has suffered the injury resulting from the violation of the underlying law and is therefore the real plaintiff in the action.” United States ex rel. Hall , 49 F.3d at 1212. ¶ 23 Of course , the State suffers an injury to its sovereignty when its laws are violated. See Vermont Agency of Natural Resources v. United State ex rel

. Stevens , 529 U.S. 765, 771 (2000) (government suffers “injury to its sovereignty arising from violation of its laws”). And t he State also has an interest in protecting the public from insurance fraud and the authority to enact laws to prevent it. County of Knox ex rel. Masterson v. The Highlands, L.L.C. , 188 Ill. 2d 546, 559 (1999) ( “ the legislature has broad discretion to determine not only what the public interest and welfare require, but to determine the measures needed to secure such interest ” (internal quotation marks omitted ) ). ¶ 24 Standi ng in qui tam litigation under the False Claims Act has been addressed by the Illinois Supreme Court. In Scachitti v. UBS Financial Services , 215 Ill. 2d 484, 508 (2005), the

court acknowledged that in a qui tam case there is “no cognizable injury in fact suffered by the relator. ” But, relying on the U nited States Supreme Court’s decision in Vermont Agency , 529 U.S. 765 , the court held that a relator has standin g as a partial assignee of the State’s claim

. Scachi tti , 215 Ill. 2d at 508. In Vermont Agency , the Supreme Court held “the doctrine that the assignee of a claim has standing to assert the injury in fact suffered by the assignor” as an adequate basis for qui tam relator standing because “[ t] he FCA can reasonably be regarded as effecting a partial assignment of the Government’s damages claim.” Vermont Agency , 215 Ill. 2dNo. 1-18-0697

- 9 - at 773. So , the relator’s complaint alleging an injury in fact to the United States sufficed to confer standing on the relator. Id. at 774. ¶ 25 Adopting the reasoning in Vermont Agency , the Illinois S upreme C ourt held that a qui tam claim constitutes a partial assign ment of the S tate’s claim under the qui tam provisions of the Act , permitting a private person to “ ‘ bring a civil action for a viola tion of [the Act] for the person and for the State .’ (Emphasis added.) 740 ILCS 175/4(b)(1 ) (West 2002).” Scachitti , 215 Ill. 2d at 508. “ In other words, the interest of a qui tam plaintiff in a claim under the Act is justified as a partial assignment of t he state’s right to bring suit.” Id. ¶ 26 The Estate asserts that , like the False Claims Act , the Act allows a relator to bring a civil action “ for the perso n and for the State of Illinois ” and , thus, under Scachitti , the Estate has an interest as the assignee of the State’s interest in bringing the suit. The Estate asserts the qui tam provision empower s a private relator to sue on behalf of the State, regardless of a personal financial stake. And as with False Claims Act cases, the attorney g eneral controls the litigation and can intervene to litigate or dismiss the claim, which prevents abuse of the statute. ¶ 27 Family Vision Care a gree s that an injury to the relator is not required in a qui tam action.
But , they argue the Estate does not have standing under the “narrow exception” delineated in Vermont Agency and Scachitti , as the State has not suffered any monetary damage s. Family Vision Care points to the language in Vermont Agency that “ [t] he FCA can reasonably be
reg arded as effecting a partial assignment of the Government’s damages claim.” (Emphasis added.) Vermont Agency , 529 U.S. at 773. Family Vision Care assert s that when the Illinois Supreme Court, in Scachitti , adopted the reasoning in Vermont Agency , it too he ld that in a qui tam action under the False Claims Act, the State could effect a partial assignment of its interest in monetary damages , nothing more.No. 1-18-0697

- 10 - ¶ 28 Family Vision Care also contends the text of the False Claims Act and the Act amplifies this difference. Specifically, Family Vision Care notes that a person who violates the False Claims Act is liable for a civil penalty “plus 3 times the amount of damages which the S tate sustains because of the act of that person,” and the relator may recov er up to “30% of the proceeds of the action or settlement.” (Emphasis added.) 740 ILCS 175/3 (a)(1) , 4(d)(2) (West 2016). Conversely, a person who violates the Act is subject to a civil penalty “plus an assessment of not more than 3 times the amount of each claim for compensation under a contract of insurance,” and the law permits a relator to recover not “less than 30% of the proceeds of the action or settlement of the claim,” with no upper limit. (Emphasis added.) 740 ILCS 92/5(b), 25(a)- (b) (West 2016) . F amily Vision Care argue s that use of the word “assessment” rather than “damages” i n light of the language in Vermont Agency and Scachitti , indicates that the Act was not intended to allow p rivate individuals to litigate a violation on behalf of the State. ¶ 29 We disagree. As Family Vision Care acknowledges , neither Scachitti nor Vermont Agency directly address whether a qui tam re lator can have standing when a claim does not involve monetary damages

. Both cases hold that the government’s standing rests on the “injury to its sovereignty based on the violation of its laws,” as well as the “proprietary” injury suffered
in False Claims Act case s. Scachitti , 215 Ill. 2d at 507; Vermont Agency , 529 U.S. at 771. But, the plain language of the Act and its purpos e support a finding that the State need not have suffered monetary damages to confer standing on a relator. Section 15(a) provides “ [a] n interested person, including an insurer, may bring a civil action for violation of this Act for the person and for the State of Illinois.” It does not require the State to have incurred monetary damages for an “interested person” to bring a civil action on the State’s behalf. Moreover, the
statute’s purpose directly involves combat ing insurance fraud , not recoup ing damages. RequiringNo. 1-18-0697

- 11 - the S tate to assign damages to a relator would defeat the purpose of the Act because it would preclude a whistleblower from bring ing a claim on the S tate’s behalf. ¶ 30 Relator cite s numerous statutes from the 1800s that allowed a private c itizen to enforce civil penalties in the absence of any financial loss to the government. Although those long dormant statutes provide a context for examining current qui tam statutes, they provide little support on the issue of standing under the Act . Mor e significantly, relator cite s Stauffer v. Brooks Brothers, Inc. , 619 F.3d 1321, 1325 (Fed. Cir. 2010) , concerning t he government ’s assignment of a purely sovereign interest to a relator under a qui tam statute. In Stauffer , the qui tam relator was a patent attorney who purchased bow ties made by the defendant, which the relator claimed to have been falsely marked in violation of 35 U.S.C. § 292(b) (2012). The court reasoned that the “ qui tam provision operates as a statutory assignment of the United States ’ rights, and ‘the assignee of a claim has standing to assert the injury in fact suffered by the assignor. ’ ” Stauffer , 619 F.3d at 1325 (quo ting Vermont Agen cy , 529 U.S. at 773). The court concluded that by creating the statute , Congre ss determined that a deceptive patent marking was harmful and prohibited; therefore, a violation of section 292 inherently constitutes an injury to the United
States. Id. The court further reasoned that because the government would have standing to enforce section 292, the relator, as the government’s assignee, also ha d standing to enforce section 292. Id. T he court held that the plaintiff, by acting as the government ’ s assignee, had standing to enforce section 292 against the defendant without alleging injury to him self or herself

. Citing Vermont Agency , the court stated “we consider the question decided, that the United States may assign even a purely sovereign interest.” Id. at 1327 n.3. Stauffer , while not b inding on this court, support s holding that the State may assign its purely sovereign interest in enforc ing the Act

.No. 1-18-0697

- 12 - ¶ 31 Family Vision Care ’s contention that allowing a citizen to sue on behalf of the State will open the proverbial floodgates to litigants seeking a fee is without merit. A plaintiff may bring a qui tam claim only if (i) the State authorizes the relator to sue on behalf of the State and the relator and (ii) the State retains control of the litigation

. Scachitti , 215 Ill. 2d at 494. The Act requires both. Further, for the Act

— a statute designed for the purpose of deterring insurance fraud —to have an effect, witnesses of potentially fraudulent insurance claims, like Cahill , must be able to bring a complaint. ¶ 32 Thus, if the Estate qualifies as an “interested person” under section 15 of the Act , it may act as an assignee of the State to enforce section 5 of the statute

. ¶ 33 Is the Estate an “Interested Person”? ¶ 34 The Estate contends the trial court erred when it found Cahill was not an “interested person” under the Act . T he Estate argues the trial court’s definition of an “interested person” as one who has a “personal claim, status, or right” cuts too narrow ly , has no basis in the text of the
Act or the California analogue, and defeat s the statute’s purpose. Also, the trial court’s interpretation would preclude Act claims by anyone other than an insurance company that lost money from the fraudulent conduct. ¶ 35 Family Vision Care responds that the Estate misinterprets the trial court ’s ruling , which never stated that only a defrauded insurance company could be an “interested person

. ” Family Vision Care assert s the court correctly defined an “interested person” as one who hold s some “legal interest” in the cause of action and that Cahill was not an interested person , as she failed to allege she suffered an injury

. Essentially , Family Vision Care excludes a whistleblower from encompassing an “interested person , ” unless he or she has been personally injured.No. 1-18-0697

- 13 - ¶ 36 The statute fails to define the term “interested person ,” so we apply the rules of statutory construction to ascertain and give effect to the intent of the legislature. Michigan Avenue National Bank v. County of Cook , 191 Ill. 2d 493, 5 03- 04 (2000) ( language of statute offers “the most reliable indicator of the legislature’ s objectives in enacting a particular law” ). We give t he statutory language its plain, ordinary , and popularly understood meaning ( Union Electric Co. v. Department of Revenue , 136 Ill. 2d 385, 397 (1990)), and afford the statutory language the fullest, rat her than narrowest, possible meaning to which it is susceptible

. Lake County Board of Review v. Property Tax Appeal Board , 119 Ill. 2d 419, 423 (1988)

. Each word, clause, and sentence of a statute must be given a reasonable meaning and not rendered superfl uous. People v. Perez , 2014 IL 115927, ¶ 9. And the meaning cannot be determined in isolation but , rather , must be drawn from its context. Corbett v. County of Lake , 2017 IL 121536, ¶ 27. ¶ 37 Looking at the plain language of section 15(a) in light of other provisions of the statute and the statute’s purpose, reveals that “interested person” includes whistleblowers like Cahill

. For instance, section 40 of the Act offers protections for employees who bring claims under the
Act. 740 ILCS 92/40 (West 2016). ¶ 38 At oral argument, Family Vision Care suggested that “employee” in section 40 refer s to

an insurance company employee. But, this interpretation makes little sense because an insurance company employee would be unlikely to face retaliation for identifying claims that defraud their employer

. Section 40 ’s protections plainly apply to an employee of a health care provider, who ,

as a whistleblower, identif ies potential fraud by his or her employer , and risks the possibility of retal iation. ¶ 39 A llowing whistleblowers, like Cahill, who have evidence of potential fraud to bring a claim , also advances the Act ’s purpose— protection of the public from insurance fraud. StatutesNo. 1-18-0697

- 14 - must be interpreted with a view toward “the reason for the law, the problems sought to be remedied, the purposes to be achieved, and the consequences of construing the statute one way or another.” Perez , 2014 IL 115927, ¶ 9. The goals of the Act include “disgorging unlawful profit, restitution, compensating the State for the costs of investigation and prosecution, and alleviating the social costs of increased insurance rates due to fraud.” 740 ILCS 92/5(c) (West 2016). P ermitting parties who have information about possible insurance fraud to bring the claim

on the State’s behalf satisfies these goals. ¶ 40 Family Vision Care argues the word “interested” must mean something otherwise it is superfluous as “interested” does not appear in the qui tam section of the False Claims Act . 740 ILCS 175/4 (West 2016)

. In addition, Family Vision Care assert s that the history of the use of the words “interested person” show s it does not include Cahill, citing California cases interpret ing California statutes to require the plaintiff have a direct interest in the litigation. None of the cases Family Vision Care cites , however, involve a qui tam action or section 1871.7 of the California Insurance Code. For instance, Torres v. City of Yorba Linda , 1 7 Ca l. Rptr. 2d 400 ( Ct. App. 1993), also cited by the trial court, discusses standing of a member of the public in a declaratory judgment action challen ging the lawfulness of government action

. See also California Department of Consumer Affairs v. Superior Co urt , 199 Cal. Rptr. 3d 354 (Ct. App. 2016) (plaintiffs not interested persons entitled to challenge state’s lemon l aw when they did not own car manufactured by company participating in program). ¶ 41 Indeed , in People ex re l . Alzayat v. Hebb , 226 Cal. Rptr. 3d 867, 889 ( Ct. App. 2017), a California appellate court held that “[a]s a true qui tam provision, Insurance Code section 1871.7 does not mandate that the relator has suffered his or her own injury.” The court further noted that the lawsuit under section 1871.7 was “ based on an injury allegedly suffered by the People of theNo. 1-18-0697

- 15 - State of California, and was not filed for the purpose of remedying an injury suffered by [the relator]. ” Id. at 8 88 . As noted, the Act foll ows directly on the California statute and Hebb supports a finding that Act claims are not restricted only to insurance companies or individual relators who have been personally injured. ¶ 42 Family Vision Care also suggests we look to the Probate Act of 1975 , which defines an “interested person” as “ one who has or represents a financial interest, property right or fiduciary status at the time of reference which may be affected by the action, power or proceeding involved. ” 755 ILCS 5/1

- 2.11 (West 2016). But the question of who can sue as an interested person in probate proceedings has no bearing on who can be a relator in an Act qui tam action. The definition or meaning of a word cannot be blindly transferred from one context to another.
See Cohen v. Chicago Par k District , 2017 IL 121800, ¶ 22 (“Care must be taken when importing the definition of a term from one statute to another, since ‘the context in which a term is used obviously bears upon its intended meaning. ’ ” (quoting People ex rel. Illinois Department of Labor v. E.R.H. Enterprises, Inc. , 2013 IL 115106, ¶ 29)); s ee also Corbett , 2017 IL 121536, ¶ 38 ( in a case involving a bicyclist who was injured on a bike path, it was inappropriate to import the definition of “ trail ” from one statute to another ). Fam ily Vision Care cite s n othing to support a finding that the General Assembly was referring to the Probate Act of 1975’s use of “interested persons” when it adopted the Act

. ¶ 43 In the qui tam context, an employee like Cahill is an “interested person” as she ha s nonpublic inf ormation of possible wrongdoing and , as a whistleblower , does not need to have a personal injury to have standing. Notably , the phrase “interested person” only appears once —in section 15(a)

— and is never mentioned again in the statute. And, as noted, the General Assembly did not bother to define the phrase. Conversely, the word “person,” in relation to the partyNo. 1-18-0697

- 16 - bringing a cla im under the Act , appears at least 29 times. Although Family Vision Care would have us focus on the word “interested,” its absence in the re mainder of the statutory provisions describing the party bringing a claim supports our finding that the word is desc riptive rather than restrictive. ¶ 44 E ven if Cahill is an interested person by virtue of her whistleblower status, Family Vision Care maintains that the bankruptcy estate does not possess material information of potential wrongdoing by Family Vision Care , onl y Cahill. But, “once a bankruptcy action i s instituted, all unliquidated lawsuits become part of the bankruptcy estate and only the bankruptcy trustee has standing to pursue them. ” Board of Managers of the 1120 Club Condominium Ass’n v. 1120 Club, LLC , 2016 IL App (1st) 143849, ¶ 41. T he Estate has standing. ¶ 45 Separation Agreement ¶ 46 Next, e ven if the Estate has standing under the Act , Family Vision Care argues that the release Cahill signed at the end of her employment bar s her complaint. The trial court denied dismissal, finding questions of fact exist as to whether Cahill could have released the Estate’s claim and whether Cahill’s claim falls under the language of the release provision. ¶ 47 A dismissal would be warranted where the claim set forth has been released, satisfied of record, or discharged in bankruptcy. 735 ILCS 5/2

- 619(a)(6) (West 2016). When ruling on a section 2 -619 motion, courts consider all of the pleadings and supporting documents in the light most favorable to the nonmoving party. Janowiak v. Tiesi , 402 Ill. App. 3d 997, 1001 (2010). We review a motion to dismiss de novo

. Czarobski v. Lata , 227 Ill. 2d 364, 369 (2008). ¶ 48 A settlement agreement is a contract governed by principles of contract law. Farm Credit Bank of St. Louis v. Whitlock , 144 Ill. 2d 440, 447 (1991). We determine the intention of theNo. 1-18-0697

- 17 - parties from the settlement agreement , unless it is ambigu ous. Id. Ambigu ity means capable of being understood in more than one sense. Id. Releases are strictly construed against t he benefitting party and must spell out the parties’ intention with particularity. Janowiak , 402 Ill. App. 3d at 1014. A motion to dismiss based on a release, where defendants present a facially valid release, shifts the burden to the plaintiff to sufficie ntly allege and prove that a material issue of fact exists that would invalidate the release. Id. at 1005. ¶ 49 Family Vision Care assert s that the Estate should be e stopped from arguing the release cannot be enforced against it because (unbeknown to them) Cahill had already filed for bankruptcy when she si gn ed the release , in exchange for compensation that was property of the
Estate. Family Vision Care also assert s it would be inequitable to allow the Estate to derive knowledge about the claim from Cahill and then disavow the release she signed. Both argument s fail. By its plain language, the release does not apply to the claim here. ¶ 50 The release applies to “all claims arising or that arose or may have arisen out of or in connection with Employee’s employmen t or separation with Employer.” A qui tam claim alleging insurance fraud does not constitute a claim ar ising out of or in connection with Cahill’s employment

. Simply because Cahill learned of the potentially fraudulent claims during her employment does not establish the complaint arose out of employment. ¶ 51 Moreover , Family Vision Care ’s estoppel arguments have no merit. A s noted, “once a bankruptcy action i s instituted, all unliquidated lawsuits become part of the bankruptcy estate and only the bankruptcy trustee has standing to pursue them. ” Board of Managers of the 1120 Club Condominium Ass’n , 2016 IL App (1st) 143849, ¶ 41. Hence , only the bankruptcy estat e could release the claim. Hoseman v. Weinschneider , 322 F.3d 468, 475 (7th Cir. 2003) (“bankruptcy trustees *** are generally given broad discretion *** to decide whether aNo. 1-18-0697

- 18 - compromise settlement

— which may include a release of future claims or a covenant n ot to sue— is preferable to protracted litigation” ). The Estate did not sign the document, so even if it did apply to fraud claims, it could not be used as a bar to the Estate’s complaint. ¶ 52 Moreover, the State is the real party in interest, and a relator fi ling on behalf of the State cannot waive the State’s claim. United States ex rel. Green v. Northrop Corp. , 59 F.3d 953, 969 (9th Cir. 1995) (prefiling releases of qui tam claims, when entered into without United States’ knowledge or consent, cannot be enfo rced to bar later qui tam claim). ¶ 53 W e affirm the trial court’s decision not to dismiss under section 2-619. ¶ 54 Sufficiency of Pleadings ¶ 55 Finally, Family Vision Care contends section 2 -615 warrants dismissal because under the heightened standard for fraud allegations, the complaint failed to plead fraud with sufficient particula rity and does not delineate or describe a single false claim submitted to VSP. ¶ 56 A motion to dismiss under section 2

- 615 challenges the legal sufficiency of the complaint based on defects apparent on its face. Simpkins v. CSX Transportation, Inc. , 2012 IL 110662, ¶ 13. We construe the allegations of the complaint in the light most favorable to the plaintiff and determine whether they state a cause of action on which relief can be granted. Bogenberger v. Pi Kappa Alpha Corp. , 2018 IL 120951, ¶ 23. In making this determination, we take as true all well

- pleaded facts, and all reasonable inferences drawn from those facts

. Ferris, Thompson & Zweig, Ltd. v. Esposito , 2017 IL 121297, ¶ 5. Dismissal requires find ing no set of facts that would permit the plaintiff to recover. Cochran v. Securitas Security Services USA, Inc. , 2017 IL 121200, ¶ 11. Review under a section 2 -615 dismissal is de novo

. Id. ¶ 57 “Fraud claims must be pleaded with sufficient specificity, particularity, and certainty to apprise the opposing party of what he is called upon to answer.” Avon Hardware Co

. v. AceNo. 1-18-0697

- 19 - Hardware Corp. , 201 3 IL App (1st) 130750, ¶ 15. A plaintiff must allege with specificity and particularity, facts from which fraud is the necessary or probable inference, including the misrepresentations , when they were made, who made the m, and to whom they were made. Connick v. Suzuki Motor Co. , 174 Ill. 2d 482, 496-97 (1996). ¶ 58 T he Estate allege d Dr. Gula signed the VSP provider agreements since 2014 , certifying she had a majority ownership of Family Vision Care and complied with VSP’s requirements for insurance reimbursement. The Estate attached a copy of a provider agreement as an exhibit with Dr. Gula’s signature

. The complaint also alleged Family Vision Care knew of VSP’s ownership requirements but, at the direction of Surgery Partners, Dr. Gula and Family Vision Ca re continued to make false representations to VSP throughout Surgery Partners ’ owne rship of Family Vision Care

. And that Frank Soppy , a vice president at Surgery Partners, instructed Cahill to tell VSP that Family Vision Care was a sole proprietorship owne d by Dr. Gula

. These allegations satisfy the heightened standard for common law fraud, and invoke the what, when, and who of Family Vision Care ’s misrepresentations. Id. ; Avon Hardware Co

. , 2013 IL App (1st) 130750, ¶ 15. ¶ 59 Affirmed in part, reversed in part , and remanded

.