FOURTH DIVISION                                             FILED: 11/14/96No.  1-95-2533BROWN LEASING, INC., f/k/a CAPITOL           )    APPEAL FROM THELEASING COMPANY,                             )    CIRCUIT COURT OF                                                  )     COOK COUNTY          Plaintiff-Appellant,                    )                                                       )                    v.                  )                                        )ERROL STONE, JAMES E. WELLS, ALEX M.              )VERCILLO, GERALD J. DeNICHOLAS, MYRON             )P. ALCOCK, ROBERT BURSTEIN, MICHAEL V.       )CARELLI, PAUL V. CARELLI III, CAROL ANN           )CARELLI, ROBERT G. CUNNINGHAM, FRED R.            )EISEMAN III, MARY ANN KIRCHSCHLAGER,              )ROBERT NAGY, RICHARD ROSENOW, JAMES S.            )STEFO, MARIE WELLS, ANTONIO GUILLEN,              )SUSAN KASTNER, RICHARD M. RANDICK, DON            )DYBUS, JEROME A. COSENTINO, CARELLI               )FAMILY TRUST, a Trust under the laws of           )the State of Illinois, and COSMOPOLITAN           )BANCORP, INC., an Illinois Corporation,           )                                                  )           Defendants-Appellees,                   )                                                  )                   and                            )                                                  )MICHAEL HIGH, Sr., CHARLES E. ROBBINS,            )DENNIS POLK, and DONNELLY A. DYBUS,               )LTD., a Professional Corporation,            )    HONORABLE                                        )    PATRICK McGANN,          Defendants.                        )    JUDGE PRESIDING.     PRESIDING JUSTICE HOFFMAN delivered the opinion of the court:     The plaintiff, Brown Leasing Inc., filed the instant appealseeking the reversal of two orders of the circuit court whichdismissed a number of counts contained in its original complaintand denied the plaintiff leave to file its proposed first amendedcomplaint.  We have also taken two procedural motions filed by theparties for consideration along with the substantive issues raisedon appeal.  For the reasons which follow, we (1) deny the motion todismiss this appeal filed by the defendant, Gerald J. DeNicholas;(2) deny the plaintiff's motion to strike portions of DeNicholas'brief; (3) affirm the trial court, in part; (4) reverse the trialcourt, in part; and (5) remand this case to the circuit court forfurther proceedings consistent with the opinions expressed herein. Due, however, to the page limitations imposed on our publishedopinions by Supreme Court Rule 23 (Official Reports Advance SheetNo. 15 (July 20, 1994, R. 23, eff. July 1, 1994), the only portionsof our analysis that will be published relate to DeNicholas' motionto dismiss and the propriety of the trial court's ruling denyingthe plaintiff leave to file one of the breach of warranty ofauthority claims contained in its proposed first amended complaint.     Prior to setting forth our legal analysis, it is necessarythat we place this case in both its procedural and factual context.     The plaintiff filed the instant action against 27 individualand corporate defendants seeking to recover damages for lossesincurred in connection with a $1,950,000 loan that the plaintiffmade to defendant Jerome Cosentino.  In its original complaint, theplaintiff sought recovery against the former officers and directorsof the Cosmopolitan National Bank of Chicago (Bank); the Bank'sparent company, Cosmopolitan Bancorp, Inc. (Bancorp); Bancorp'sofficers, directors and shareholders; and several otherindividuals, including Cosentino.  For ease of analysis, we willgroup a number of these defendants and refer to them by collectivedescriptions.  Because of their relationship to the Bank andBancorp, some of the defendants will be included within severaldescriptive groupings; however, unless indicated otherwise, ourresolution of issues relating to each descriptive group is aresolution of the issues as to each member of the group, but onlyin the capacity he or she shares in common with other members ofthat group.       When we refer to the "Bank's Directors," we are referring tothe following defendants in their capacity as former directors ofthe Bank: Errol L. Stone, James Wells (Wells), Alex M. Vercillo,Gerald J. DeNicholas, Myron P. Alcock, Robert Burstein, Michael V.Carelli (Carelli), Paul V. Carelli III, Robert G. Cunningham, FredR. Eiseman III, Mary Anne Kirchschlager, Robert Nagy, Richard C.Rosenow, and James S. Stefo.  "Outside Directors" is a designationgiven to a sub-group of the Bank's Directors which includes: Stone,Alcock, Burstein, Carelli, Carelli III, Cunningham, Eiseman,Kirchschlager, Nagy, Rosenow, and Stefo.  Our references to"Bancorp's Directors" includes the following individuals in theircapacity as directors of Bancorp: Stone, Wells, Vercillo,DeNicholas, Alcock, Burstein, Carelli, Carelli III, Cunningham,Eiseman, Kirchschlager, Nagy, Rosenow, and Stefo.  "Shareholders"refers to the following defendants in their capacity asshareholders of Bancorp: Stone, Wells, Vercillo, DeNicholas,Alcock, Burstein, Carelli, Carelli III, Carol Ann Carelli,Cunningham, Eiseman, Kirchschlager, Nagy, Rosenow, Stefo, MarieWells, and the Carelli Family Trust (Trust).        The plaintiff's original complaint, although divided intocounts, was based upon a core of operative allegations applicableto each theory of recovery pled.  The following facts, which wemust take as true for the purpose of our analysis (Miner v.Gillette Co., 87 Ill. 2d 7, 428 N.E.2d 478 (1981)), were alleged inthat complaint.      At all times relevant, the Bank was a federal banking agency. The Bank's common stock was owned entirely by Bancorp, an Illinoiscorporation.  Cosentino, then the Illinois State Treasurer, and twocompanies of which he was the principal shareholder, Fast MotorService, Inc. (Fast Motor) and U. S. International, Inc. (USI),were customers of the Bank.  The plaintiff, then known as CapitolLeasing, Inc., was one of the Bank's largest customers.     From June 1988 through May 31, 1989, Cosentino engaged in acheck kiting scheme whereby reciprocal checks were circulatedbetween a USI account at the Bank and a Fast Motor account at ColeTaylor Drovers Bank (Drovers).  Although Cosentino knew that insuf-ficient funds were on deposit in either account to cover thereciprocal checks drawn on them, he initiated the scheme to createapparent positive balances in both accounts, thereby concealinglarge overdrafts that existed in both accounts.  By the end of1988, the Bank's Directors were aware of substantial overdrafts inUSI's account at the Bank written against deposits of checks drawnon Fast Motor's account at Drovers.     In or around May 1989, Drovers advised the Bank that it wouldno longer accept USI checks drawn on the Bank to cover overdraftsin Fast Motor's account at Drovers.  In order to cover asubstantial overdraft in Fast Motor's account, the Bank wiretransferred $1,300,000 to Drovers on or about May 31, 1989,resulting in a $1,536,295 negative balance in USI's account at theBank on that day.  In addition to the overdrafts in USI's account,Fast Motor owed the Bank over $250,000 as a result of loans.     DeNicholas and Vercillo asked Terry Brown, the plaintiff'spresident and principal shareholder, to make a $1,950,000 loan fromthe plaintiff to Cosentino as an accommodation to the Bank thatwould enable Cosentino to pay off $1,950,000 in overdrafts. DeNicholas and Vercillo told Terry Brown that Cosentino, FastMotor, and USI were sound credit risks, and that the loan would berepaid by the end of 1989 from the proceeds of a Small BusinessAdministration (SBA) loan that Cosentino had applied for on behalfof Fast Motor.  As further inducement, DeNicholas and Vercillorepresented that the loan would be guaranteed by the Bank and co-signed by its chairman, Wells.  They also told Terry Brown that theBank could not make the loan to Cosentino because, if it did,Cosentino's aggregate borrowings from the Bank would exceed federalregulatory lending limits to a single borrower.            Terry Brown agreed to allow the plaintiff to make therequested loan to Cosentino.  The following events then occurred onJune 29 and 30, 1989.  DeNicholas and Vercillo delivered to theplaintiff an unsecured note for $1,950,000 dated June 29, 1989,which was signed by Cosentino as the maker and co-signed by Wells. Accompanying the note was a "Standby Letter of Guarantee" datedJune 29, 1989, which was typed on Bancorp stationary and executedby DeNicholas and Vercillo as president and vice-president,respectively.  The Standby Letter of Guarantee obligated the"issuer" to buy back the Cosentino note in the event of a default. For its part, the plaintiff delivered to DeNicholas and Vercillo acheck for $1,950,000 payable to Cosentino "and/or" Wells.  Afterthe exchange of the plaintiff's check for the note and the StandbyLetter of Guarantee, DeNicholas and Vercillo delivered the check toWells who endorsed it and deposited it to USI's account at theBank.  This deposit cleared the overdrafts then existing in USI'saccount.       In April 1990, DeNicholas and Vercillo requested that theplaintiff restructure the Cosentino loan.  They represented toTerry Brown that Cosentino, then a candidate for Illinois Secretaryof State, wanted Wells removed as a co-signor of the note becauseWells was being investigated by federal authorities.  Thereafter,Terry Brown met with DeNicholas, Vercillo, Richard M. Randick, andDon Dybus to discuss the restructuring request.  These defendantsproposed that the plaintiff cancel Cosentino's original note inexchange for new notes executed by Cosentino, High, Robbins, andPolk.  DeNicholas and Vercillo provided the plaintiff with personalfinancial statements for High, Robbins, and Polk.        On April 19, 1990, the plaintiff cancelled Cosentino'soriginal note in exchange for the following: a $1,000,000 notedated April 19, 1990, signed by Cosentino and guaranteed by High;a $450,000 note dated April 19, 1990, signed by Cosentino; a$250,000 note dated April 19, 1990, signed by Robbins; and, a$250,000 note dated April 19, 1990, signed by Polk.  Additionally,DeNicholas and Vercillo orally represented to Terry Brown that theStandby Letter of Guarantee applied to the restructured loan andthat the Bank continued to be obligated thereon.       The notes executed by Cosentino, Robbins, and Polk fell intodefault.  Thereafter, in December 1990, the plaintiff made demandon the Bank to buy back the notes pursuant to the Standby Letter ofGuarantee.  The Bank, through DeNicholas and Vercillo, refused tohonor the demand.         On May 17, 1991, the Bank was closed by order of the Comp-troller of the Currency and placed in receivership with the FederalDeposit Insurance Corporation (FDIC).       On June 3, 1992, DeNicholas and Vercillo pled guilty tocriminal charges stemming, in part, from their execution of theStandby Letter of Guarantee without having obtained authorizationfrom either the Bank's Directors or Bancorp's Directors.       The notes held by the plaintiff were never repaid, promptingthe initiation of this action.  The plaintiff's original complaintwas divided into 14 counts, styled: "Count I - Negligent Mis-representation" against the Bank's Directors; "Count II - Fraud"against Vercillo, DeNicholas, Wells, Carelli III, Cosentino,Richard M. Randick, and Don Dybus; "Count III - Unjust Enrichment"against the Bank's Directors; "Count IV - Constructive Fraud"against the Bank's Directors; "Count V - Breach of FiduciaryDuties" against the Bank's Directors; "Count VI - Negligence"against the Bank's Directors; "Count VII - Conversion" against theBank's Directors and the Bank's Officers; "Count VIII - Breach ofPromissory Note" against Cosentino; Count IX - Breach of PromissoryNote" against Charles E. Robbins; "Count X - Breach of PromissoryNote" against Dennis Polk; "Count XI - Breach of Guaranty" againstMichael High, Sr.; "Count XII - Breach of Guaranty" againstBancorp; "Count XIII - Breach of Guaranty" against theShareholders; and "Count XIV - Breach of Warranty of Authority andViolation of Ill. Rev. Stat. ch 32, �3.20" against DeNicholas andVercillo.       Pursuant to motions filed by the defendants under sections 2-615 and 2-619 of the Code of Civil Procedure (Code) (735 ILCS 5/2-615, 2-619 (West 1994)), the trial court entered a memorandumopinion and order on November 18, 1994, dismissing, "withprejudice": count I, the plaintiff's negligent misrepresentationclaim, as against all of the Bank's Directors except Vercillo;count II, the plaintiff's fraud claim, as against each of thedefendants except Vercillo; counts III, IV, V, VI, VII and XIII,the plaintiff's claims for unjust enrichment, constructive fraud,breach of fiduciary duties, negligence, conversion and breach ofguaranty against the Shareholders, respectively, in their entirety. The court also dismissed count XII, the plaintiff's breach ofguaranty claim against Bancorp, along with count XIV, theplaintiff's statutory breach of warranty of authority claim, butgranted the plaintiff leave to amend both counts.  In that sameorder, the trial court partially granted the plaintiff's pendingsummary judgment motion on the issue of liability against Cosentinofor breach of his promissory note as pled in count VIII of theplaintiff's complaint, and denied the plaintiff's motions forsummary judgment against Robbins and Polk for breach of theirpromissory notes as pled in counts IX and X, respectively.  Thecourt entered no order relating to count XI of the plaintiff's com-plaint as High did not move for its dismissal.      The plaintiff moved the court to reconsider its order ofNovember 18 and sought leave to file its proposed first amendedcomplaint.  The plaintiff's proposed first amended complaintaddressed a number of the deficiencies noted by the court in itsNovember 18 order, deleted the conversion claim against the Bank'sDirectors, and sought to add counts alleging that the Bank's Direc-tors, along with Cosentino, Robbins, Polk, High, Randick and Dybus,engaged in a scheme to defraud, and that the Bank's Directors,Bancorp's Directors, and the Shareholders had breached their war-ranty of authority.  The proposed first amended complaint,predicated upon essentially the same operative facts set forth inthe plaintiff's original complaint, was also divided into 14counts, namely: "Count I - Scheme to Defraud" against the Bank'sDirectors, Cosentino, Robbins, Polk, High, Randick, and Dybus;"Count II - Negligent Misrepresentation" against the Bank'sDirectors; "Count III - Fraud" against Vercillo, DeNicholas, Wells,Polk, Robbins, High, Randick, and Dybus; "Count IV - UnjustEnrichment" against the Bank's Directors; "Count V - ConstructiveFraud" against the Bank's Directors; "Count VI - Breach ofFiduciary Duties" against the Bank's Directors; "Count VII -Negligence" against the Bank's Directors; "Count VIII - Breach ofPromissory Note" against Robbins; "Count IX - Breach of PromissoryNote" against Polk; "Count X - Breach of Guaranty" against High;"Count XI - Breach of Guaranty" against Bancorp; "Count XII -Breach of Guaranty" against the Shareholders; "Count XIII - Breachof Warranty of Authority and Violation of Ill. Rev. Stat. ch 32,�3.20" against the Bank's Directors, Bancorp's Directors, and theShareholders; and, "Count XIV - Breach of Warranty of Authority andViolation of Ill. Rev. Stat. ch 32, �3.20" against DeNicholas andVercillo.              On June 12, 1995, the trial court issued a memorandum opinionand order on the plaintiff's motion to reconsider and for leave tofile its proposed first amended complaint.  On the request forreconsideration, the court granted the plaintiff a period of 28days to file an amended complaint raising negligent misrepresen-tation and fraud claims against DeNicholas as pled in counts I andII, respectively, of the plaintiff's original complaint.  The trialcourt denied the plaintiff's motion for leave to file its 14 countproposed first amended complaint. The court did, however, grant theplaintiff a period of 28 days to file two amended fraud claimsagainst Vercillo, DeNicholas, Polk, Robbins, High, Randick, andDybus; an amended statutory breach of warranty of authority claimagainst Vercillo and DeNicholas; and an amended claim alleging ascheme to defraud or civil conspiracy against Wells, Polk, Robbins,High, Randick, and Dybus.  The order provided that, except as tothe specific amended claims that the plaintiff was granted leave tofile against Vercillo, DeNicholas, Wells, Polk, Robbins, High,Randick, and Dybus, the plaintiff was denied leave to file anamended complaint against the other defendants and, further, thatthe other defendants were dismissed from the action "with preju-dice."  The trial court also found in the June 12 order that "[n]ojust reason exists to delay [its] enforcement or appeal." Thereafter, on July 12, 1995, the trial court entered an orderclarifying its June 12 order specifically setting forth the amendedpleadings which could be filed by the plaintiff and against whomthose pleadings could be filed.  Also on July 12, 1995, the plain-tiff filed the instant appeal from the trial court's orders ofNovember 18, 1994, and June 12, 1995.      On August 7, 1995, with prior leave of the trial court, theplaintiff filed its "Second Amended Complaint" in this action. That complaint, which is not the subject of this appeal, is dividedinto eight counts, namely: "Count I - Scheme to Defraud/CivilConspiracy" against Wells, Robbins, Polk, High, Randick, and Dybus;"Count II - Negligent Misrepresentation" against DeNicholas andVercillo; "Count III - Fraud" against DeNicholas and Vercillo;"Count IV - Fraud" against DeNicholas, Vercillo, Robbins, Polk,High, Randick, and Dybus; "Count V - Breach of Promissory Note"against Robbins; "Count VI - Breach of Promissory Note" againstPolk; "Count VII - Breach of Guaranty" against High; and, "CountVII (sic) - Breach of Warranty of Authority and Violation of Ill.Rev. Stat. ch. 32, �3.20" against DeNicholas and Vercillo.       DeNicholas filed a motion to dismiss this appeal, arguing thatby filing its "Second Amended Complaint," the plaintiff waived theright to appeal from the trial court's orders dismissing portionsof its original complaint and denying it leave to file its proposedfirst amended complaint.  We took this motion for disposition withthe case.       For its part, the plaintiff has moved to strike portions ofDeNicholas' brief, contending that he improperly seeks an advisoryopinion from this court on an issue still pending before the trialcourt.  We also took the plaintiff's motion for disposition withthe case.  Before addressing the issues as framed by the plaintiff,we will dispose of DeNicholas' motion to dismiss.       In support of his motion, DeNicholas asserts that by filingits "Second Amended Complaint" and failing to incorporate thecounts of its original complaint that were dismissed "withprejudice" on November 18, 1994, and the counts of its proposedfirst amended complaint which the trial court denied leave to fileon June 12, 1995, the plaintiff waived the right to seek appellatereview of either order.  See Foxcraft Townhome Owners Assn. v.Hoffman Rosner Corp., 96 Ill. 2d 150, 449 N.E.2d 125 (1983); DuPage Aviation Corp. v. Du Page Airport Authority, 229 Ill. App. 3d793, 594 N.E.2d 1334 (1992).      The plaintiff argues that application of the waiver doctrineto the facts of this case would be inconsistent with both IllinoisSupreme Court Rule 304(a) (134 Ill. 2d R. 304(a)) and thedirections of the trial court when it issued its June 12 order.  Weagree.            We have no quarrel with the general proposition that "a partywho files an amended pleading waives any objection to the trialcourt's ruling on the former complaints."  Foxcraft Townhome OwnersAssn., 96 Ill. 2d at 153.  However, none of the cases cited byDeNicholas in support of his motion to dismiss involve a situationwhere the amended pleading was filed after the plaintiff hadperfected an appeal from an order dismissing fewer than all of theclaims in its prior complaint.  Nothing in the filing of theplaintiff's "Second Amended Complaint" in this case after it hadperfected its appeal from the trial court's orders of November 18and June 12 evinces any intention on the part of the plaintiff toabandon the claims pled in the dismissed counts.  In point of fact,once the plaintiff filed its notice of appeal in this case, thetrial court lacked jurisdiction to permit the filing of any amendedpleading which might moot this appeal.  Once the jurisdiction ofthe appellate court attaches, the trial court retains jurisdictionof a case to hear and determine only those matters which areindependent of and unrelated to that portion of the proceedingsthat pends on appeal.  Home Savings & Loan Association v. Samuel T.Isaac & Associates, Inc., 99 Ill. App. 3d 795, 425 N.E.2d 985(1981).  In this case, the plaintiff perfected its appeal pursuantto Rule 304(a), thus removing from the jurisdiction of the trialcourt all matters relating to the claims which are the subject ofthis appeal.  The trial court did, however, retain jurisdiction toallow the filing of amended pleadings limited to claims which raiseissues independent of the issues before us.  Consequently, we findthat the filing of the plaintiff's "Second Amended Complaint" didnot act as a waiver of the plaintiff's right to pursue this appeal,and we deny DeNicholas' motion to dismiss.     We will next address the substantive issues presented forreview on the plaintiff's appeal.  Because the trial courtdismissed a number of counts in the plaintiff's original complaintin response to motions to dismiss brought pursuant to section 2-615of the Code, one of the questions to be resolved by this court iswhether the dismissed counts state causes of action upon whichrelief could be granted.  Burdinie v. Village of Glendale Heights,139 Ill. 2d 501, 565 N.E.2d 654 (1990), overruled on other groundsin McCuen v. Peoria Park District, 163 Ill. 2d 125, 643 N.E.2d 778(1994); Janes v. First Federal Savings & Loan Association, 57 Ill.2d 398, 312 N.E.2d 605 (1974). The issue is one of law and ourreview is de novo.  Metrick v. Chatz, 266 Ill. App. 3d 649, 639N.E.2d 198 (1994).  Additionally, we must determine if the trialcourt abused its discretion in refusing to grant the plaintiffleave to file its proposed first amended complaint.  See LoyolaAcademy v. S&S Roof Maintenance, Inc., 146 Ill. 2d 263, 586 N.E.2d1211 (1992).       In resolving these issues, we must take all well-pleaded factsin the plaintiff's original and proposed first amended complaintsas true and draw all reasonable inferences from those facts whichare favorable to the plaintiff.  Ziemba v. Mierzwa, 142 Ill. 2d 42,566 N.E.2d 1365 (1991).  However, conclusions of law or factcontained in the pleadings will not be taken as true unlesssupported by specific factual allegations. Ziemba, 142 Ill. 2d at47.     Even in cases where an original complaint is arguablydeficient and subject to being stricken, error occurs if a trialcourt abuses its discretion in denying the plaintiff leave toamend.  Bowe v. Abbott Laboratories, Inc., 240 Ill. App. 3d 382,608 N.E.2d 223 (1992).  If a plaintiff can state a cause of actionby amending its complaint, a dismissal with prejudice on thepleadings should not be granted. Bowe, 240 Ill. App. 3d at 389.      Our analysis of the substantive issues presented in thisappeal has been made extremely difficult due to the manner in whichthe plaintiff chose to plead its original and proposed firstamended complaints.  The plaintiff's original complaint contains 83paragraphs of allegations presumptively common to all counts.  Theplaintiff then set forth its various claims, divided into 14 countseach of which not only incorporates the 83 paragraphs of commonallegations and sets forth additional allegations necessary tostate the claims asserted, but also incorporates all of theallegations set forth in each preceding count.  This pleading styleresults in every count from II through XIV containing not onlymultiple causes of action, but also numerous extraneous allegationswholly irrelevant to the specific cause of action being pled.  Thesame observation is true of the plaintiff's proposed first amendedcomplaint which was made even more prolix by the plaintiff'sinclusion of 111 paragraphs of allegations common to all counts. These complaints are the antithesis of the plain and concisestatement of the plaintiff's causes of action as mandated bysection 2-603(a) of the Code.  735 ILCS 5/2-603(a) (West 1994).   Nonpublishable material omitted under Supreme Court Rule 23.     F.  Breach of Warranty of Authority.     In its original complaint, the plaintiff pled an actionagainst DeNicholas and Vercillo in count XIV captioned "Breach ofWarranty of Authority and Violation of Ill. Rev. Stat. ch. 32,�3.20."  The gist of the count was that, in executing the StandbyLetter of Guarantee without authority from the directors of Bancorpor the Bank, DeNicholas and Vercillo became personally liablethereon.  The trial court denied a motion to dismiss this count onNovember 18, 1994.  A similar claim now pends in the circuit courtas the second numbered count VII of the plaintiff's second amendedcomplaint.       Count XIII of the plaintiff's proposed first amended complaintset forth a claim entitled "Breach of Warranty of Authority andViolation of Ill. Rev. Stat. ch. 32, �3.20" and sought reliefagainst the Bank's Directors, Bancorp's Directors, and theShareholders.  The plaintiff alleged that the named defendants arepersonally liable on the Standby Letter of Guarantee as theyauthorized its issuance without authority to do so.       Plaintiff claims that the trial court erred in denying itleave to file count XIII of its proposed first amended complaint,arguing that section 3.20 of the Illinois Business Corporation Actof 1983 (the Act) (805 ILCS 5/3.20 (West 1994)) renders all personswho exercise corporate powers without authority personally liablefor all debts and liabilities incurred or arising as a resultthereof.  Both DeNicholas and the Outside Directors responded tothe plaintiff's arguments in separate briefs.  The plaintiff hasmoved to strike that portion of DeNicholas' brief which addressesthis issue contending that, in actuality, DeNicholas improperlyseeks an advisory opinion on a matter pending before the trialcourt.  We took this motion with the case, and will now dispose ofit before addressing the substantive issues relating to count XIII.          The plaintiff fixed the issues it chose to raise on appeal. Any defendant, including DeNicholas, having an interest in ourresolution of those issues had a right to file a responding brief. By virtue of his status as one of the defendants against whomrecovery was sought in count XIII of the plaintiff's proposed firstamended complaint, DeNicholas has standing to make any well-grounded argument in support of the trial court's order denying theplaintiff leave to file the count.  The mere fact that DeNicholas'argument that count XIII fails to state a cause of action as amatter of law might also be applicable to a claim that still pendsagainst him in the trial court is of no moment.  The plaintiff hasappealed from an order which denied it leave to file a specificclaim against a number of defendants, including DeNicholas, andDeNicholas has a right to respond to the plaintiff's arguments inthat regard.  Consequently, the plaintiff's motion to strike aportion of DeNicholas' brief is denied.           The final issue for our consideration is the propriety of thetrial court's order denying the plaintiff leave to file count XIIIof its proposed first amended complaint.  As near as we are able tounderstand from the count in issue and the plaintiff's brief, theplaintiff contends that the Standby Letter of Guarantee violatedthe provisions of 12 U.S.C. �24 which prohibits a national bankfrom guarantying the obligations of a third party.  From thatpremise and based upon the provisions of section 3.20 of the Act,the plaintiff concludes the Bank's Directors, Bancorp's Directors,and the Shareholders are personally liable on the instrument since,by authorizing its issuance, they assumed to exercise corporatepowers without authority.     Section 3.20 of the Act provides that:          "All persons who assume to exercise corporate powers     without authority to do so shall be jointly and severally     liable for all debts and liabilities incurred or arising     as a result thereof." 805 ILCS 5/3.20 (West 1994).        Our research fails to reveal any Illinois case where this provisionof the Act was construed to impose personal liability upon oneacting on behalf of a duly organized and existing corporate entity. The only circumstances in which this statute has been applied arethose where a defendant acted before incorporation or after acorporation was dissolved.  See H & H Press, Inc. v. Axelrod, 265Ill. App. 3d 670, 638 N.E.2d 333 (1994); Richmond Wholesale MeatCo. v. Hughes, 625 F. Supp. 584 (N.D.Ill. 1985).  Further, asDeNicholas points out in his brief, other jurisdictions withstatutes similar to section 3.20 impose personal liability onlyupon those who act on behalf of a nonexistent corporation.  Seee.g. DBA/Delaware Systems Corp. v. Greenfield, 636 A.2d 1318 (R.I.1994); Micciche v. Billings, 727 P.2d 367 (Colo. 1986); AmericanVending Services, Inc. v. Morse, 881 P.2d 917 (Utah App. 1994);Smith V. Halliburton Co., 118 N.M. 179, 879 P.2d 1198 (1994); BlueProfit Sharing Plan v. Terrazas, 166 Ariz. 111, 800 P.2d 977(1990); Harry Rich Corp. v. Feinberg, 518 So.2d 377 (Fla. App. 3Dist. 1987); Company Stores Development Corp. v. Pottery Warehouse,Inc., 733 S.W.2d 886 (Tenn App. 1987); Robertson v. Levy, 197 A.2d443 (D.C. App. 1964).     Since both the Bank and Bancorp were existing corporations atthe time that the Standby Letter of Guarantee was executed, evenassuming that its issuance was ultra vires, the Bank's Directors,Bancorp's Directors, and the Shareholders are not subject topersonal liability thereon under section 3.20 of the Act.       Further, to the extent that count XIII of the plaintiff'sproposed first amended complaint might be read as an attempt tostate a common law action for breach of the warranty of authority,it fails as against all of the defendants except DeNicholas andVercillo as none of the other defendants are alleged to haveexecuted the Standby Letter of Guarantee.  As to DeNicholas andVercillo, the count in this regard is wholly duplicative of theclaim pled by the plaintiff in count XIV of its original complaintwhich still pends in the trial court as count VII of its secondamended complaint.  Accordingly, we affirm the trial court's orderdenying the plaintiff leave to file count XIII of its proposedfirst amended complaint.     The following is a summary of our disposition of the issuesbefore us.       We deny both DeNicholas' motion to dismiss and the plaintiff'smotion to strike a portion of DeNicholas' brief.     We affirm the following trial court rulings: dismissal ofcount I of the plaintiff's original complaint and denial of leaveto file count II of its proposed first amended complaint againstWells, Stone, Alcock, Burstein, Carelli, Carelli III, Cunningham,Eiseman, Kirchschlager, Nagy, Rosenow, and Stefo; dismissal ofcount VI of the plaintiff's original complaint and denial of leaveto file count VII of its proposed first amended complaint; denialof leave to file count I of the plaintiff's proposed first amendedcomplaint against Cosentino; dismissal of counts IV and V of theplaintiff's original complaint and denial of leave to file countsV and VI of its proposed first amended complaint; dismissal ofcount XIII of the plaintiff's original complaint and denial ofleave to file count XII of its proposed first amended complaint;and denial of leave to file count XIII of the plaintiff's proposedfirst amended complaint.        We reverse the following trial court rulings: denial of leaveto file count I of the plaintiff's proposed first amended complaintagainst Stone, Alcock, Burstein, Carelli, Carelli III, Cunningham,Eiseman, Kirchschlager, Nagy, Rosenow, and Stefo; denial of leaveto file count III of the plaintiff's proposed first amendedcomplaint against Wells; dismissal of count III of the plaintiff'soriginal complaint and denial of leave to file count IV of itsproposed first amended complaint; and denial of leave to file countXI of the plaintiff's proposed first amended complaint.          Based upon the foregoing, we remand this cause to the circuitcourt for further proceedings.     Affirmed in part and reversed in part; cause remanded.     CAHILL and THEIS, JJ., concur.