2022 IL App (1st) 211351-U
No . 1 -21-1351 Order filed September 19 , 2022. First Division NOTICE: This order was filed under Supreme Court Rule 23 and is not precedent except in the limited circumstances allowed under Rule 23(e)(1).

IN THE APPELLATE COURT OF ILLINOIS
FIRST DISTRICT

GPB STOCKHOLDER GROUP, LLC, ) Appeal from the a nd JULIA STAMBERGER, ) Circuit Court of ) Cook County. Plaintiffs -Appellants, ) ) v. ) No. 2019 CH 5418 ) PARTNERSHIP CAPITAL GROWTH ) INVESTORS III, L.P., CLIF WHITE ROAD ) INVESTMENTS, LLC, JANICA LANE, GREGG ) BAGNI and BRENT KNUDSEN, ) The Honorable ) Michael T. Mullen , Defendants

- Appellees. ) Judge Presiding.

PRESIDING JUSTICE LAVIN delivered the judgment of the court. Justices Hyman and Coghlan concurred in the judgment. ORDER ¶ 1 Held : Plaintiffs failed to demonstrate that the circuit court erroneously dismissed their complaint where their opening brief addressed only one of many potential bas e s for dismissal. ¶ 2 This appeal arises from a dispute between various individuals and entities related to GoPicnic Brands , Inc. (GoPicnic)

. Spe cifically, p laintiffs GPB Stockholder Group, LLC (GPB) ,No . 1 -21-1351

- 2 - and Julia Stamberger filed an amended complaint against defendants Partnership Capital Growth Investors III, L.P. (PCGI) , Clif White Road Investments, LLC (White Road ) , Janica Lane, Gregg Bagni and Brent Knudsen. Plaintiffs asserted claims of b reach of fiduciary duty, aiding and abetting breach of fiduciary duty and civil conspiracy to breach fiduciary duty. Ultimately, the circuit court granted defendants’ combined motions to dismiss the amended complaint (735
ILCS 5/2

- 619.1 (West 2020) ). ¶ 3 While defendants’ motions identified several bases for dismiss al , plaintiff s’ opening brief on appeal addresse s just one. Plaintiffs contend that the circuit court erroneously dismissed their complaint on the basis that GoPicnic’s 2012 amended certificate of incorporation required this action to be brought in Delaware. Plaintiffs also assert that the court erroneously struck content from affid avits supporting their response to the motion s to dismiss

. We affirm the court’s judgment. ¶ 4 I. Background ¶ 5 GoPicnic wa s a Delaware corporation headquartered in Illinois. At its founding, Stamberger served as its president and CEO as well as a director. She was also the company’s largest investor. In 2012, PCGI and White Road purchased a minority stake in GoPicnic through Series B preferred stock and entered into several related agreements (Series B Agreements)

. PCGI and White Road also appointed Lane, Bagni and eventually Knudsen to GoPicnic’s board. ¶ 6 In 2014, GoPicnic terminated Stamberger for cause, although Stamberger maintains that no cause existed. GoPicnic filed for bankruptcy the same year . T he parties dispute whether Stamberger’s prior actions or defendants’ actions caused the company’s financial difficulties. In any event, Stamberger and others formed GPB , which purchased GoPicnic’s remnant assets through an asset purchase agreement with the bankruptcy trustee in 2018

. After the United StatesNo . 1 -21-1351

- 3 - Bankruptcy Court for the Northern District of Illinois approved the remnant sale, plaintiffs commenced this action. ¶ 7 Defendants ultimately filed combined motion s to dismiss the amended complaint , iden tifying several independent bases for dismissal. The motions asserted, among other things, that (1) GoPicnic’s 2012 amended c ertificate of i ncorporation required this dispute to be resolved in Delaware: (2) the Series B Agreements required this dispute to be resolved in Delaware; (3) plaintiffs’ claims were time

- barred under Delaware law; and (4) Stamberger executed a settlement agreement with the bankruptcy trustee releasing all claims against GoPicnic’s directors

. ¶ 8 Following a hearing on September 22, 2021, the circuit court entered a written order granting the motions to dismiss the amended complaint with prejudice. Citing the amended certificate of incorporation , the court found that the complaint needed to have been filed in Delaware , not Illinois

. Plaintiffs now appeal. ¶ 9 II. Analysis ¶ 1 0 Section 2

- 619.1 permits a defendant to file a combined motion to dismiss under sections
2- 615 and 2 -619. Kucinsky v. Pfister , 2020 IL App (3d) 170719, ¶ 33 . While a section 2 -615 motion challenges the sufficiency of the complaint, a section 2

- 619 motion asserts that an affirmative matter outside the complaint defeats the causes of action raised therein. Masters v. Murphy , 2020 IL App (1st) 190908, ¶ 9

. We re view the dismiss al of a combined motion to dismiss de novo

. Kucinsky , 2020 IL App (3d) 170719, ¶ 34

. Accordingly, we may affirm on any basis in the record, regardless of the circuit court's reasoning. Grassroots Collaborative v. City of Chicago , 2020 IL App (1st) 192099, ¶ 21

.No . 1 -21-1351

- 4 - ¶ 1 1 Here, defendants’ motions raised numerous bases for dismissing the amende d complaint. The circuit court granted the motion s on the basis that the amended certificate of incorporation required plaintiffs’ claims to have been brought in Delaware. P laintiffs now argue that this reasoning was erroneous. ¶ 1 2 E ven assuming plaintiffs are correct, however, they are not entitled to reversal if even one of defendants’ alternative bases for dismissal is valid. Under our de novo review, it is irrelevant that the circuit court did not address those alternative bases. See Grassroots Collaborative , 2020 IL App (1st) 192099, ¶ 21. Yet, p laintiffs ’ opening appellate brief did not address defendants’ other grounds for dismissal. Th eir opening brief ignored defendants’ assertion that regardless of what the amended certificate of incorporation requires , the Series B Agreements independently require this lawsuit to be maintained in Delaware. ¶ 1 3 The revi ewing court is not a repository into which the parties may dump the burden of argument or research. In re Marriage of Reicher , 2021 IL App (2d) 200454, ¶ 33. In addition, the reviewing court is not required to act as an advocate. Benton v. Little Leag ue Baseball, Incorporated , 2020 IL App (1st) 190549, ¶ 39 . We are entitled to clearly defined issues supported by pertinent authority and cohesive arguments. Id . Moreover, “ [p] oints not argued are forfeited and shall not be raised in the reply brief, in oral argument, or on petition for rehearing.” Ill. S. Ct. R. 341(h)(7) (Oct. 1, 2020). ¶ 1 4 Because plaintiffs’ opening brief did not develop an argument to the contrary, we
pr esume that the circuit court properly dismissed the complaint because the Series B Agreements required this action to be brought in Delaware, regardless of what the amende d certificate of incorporation may have required in this instance. To the extent that plaintiffs’ reply brief addressed the Series B Agreement s , we find plaintiffs’ arguments in that regard had already beenNo . 1 -21-1351

- 5 - forfeited. Accordingly, we affirm the circuit cou rt's dismissal of the amended complaint. In light of our determination, we need not consider plaintiffs’ challenge to the court’s order striking content from their affidavits. ¶ 1 5 For the foregoing reasons, we affirm the circuit court’s judgment. ¶ 1 6 Af firmed.