2018 IL App (1st) 171534
 

No. 1-17-1534
 

Opinion filed September 28, 2018 

FOURTH DIVISION 

IN THE
 

APPELLATE COURT OF ILLINOIS
 

FIRST DISTRICT
 

JAMESON REAL ESTATE, LLC, and ) Appeal from the Circuit Court 

ART COLLAZO, ) of Cook County. 

) 

Plaintiffs, )

 ) 

v. ) No. 2014 L 10486 

) 

AQUEEL AHMED and EURO ) The Honorable 

COLLISION, INC., ) Margaret Ann Brennan, 

) Judge, presiding. 

Defendants )

 ) 

(Jameson Real Estate, LLC, ) 

Plaintiff-Appellee, v. Aqueel ) 

Ahmed, Defendant-Appellant). )

 ) 

JUSTICE GORDON delivered the judgment of the court, with opinion. 

Presiding Justice McBride and Justice Burke concurred in the judgment and opinion.
 

OPINION 

¶ 1 In this appeal, defendant Aqueel Ahmed claims the trial court erred in entering 

judgment after a bench trial in favor of plaintiff Jameson Real Estate, LLC (Jameson), on 

plaintiff’s quantum meruit claim that Ahmed failed to compensate Jameson for brokerage 
 

 

 

 

 

 

 

 

 

 

 

No. 1-17-1534 

services it provided to Ahmed in the purchase of certain real property. For the following 

reasons, we affirm. 

¶ 2 I. BACKGROUND 

¶ 3 A. Complaint and Answer 

¶ 4 Plaintiffs filed a complaint for real estate brokerage fees on October 8, 2014. After a 

motion to dismiss for failing to state a cause of action was granted, plaintiffs filed an 

amended complaint on April 21, 2015. The amended complaint contained five counts: (I) 

breach of agreement, (II) breach of verbal agreement, (III) unjust enrichment, (IV) quantum 

meruit, and (V) fraud. The only count at issue on this appeal is plaintiff’s quantum meruit 

claim against defendant Ahmed. 

¶ 5 In this count, plaintiff alleges that it is a real estate brokerage firm that employs 

plaintiff Art Collazo, who submitted an offer to purchase White Glove Car Wash (car wash) 

from Yoder, Inc., with an option to purchase the underlying real property from Terraco, Inc. 

(Terraco). After negotiating with Terraco for several months, Collazo was introduced to 

defendant Ahmed, owner of defendant Euro Collision, Inc. (Euro Collision), as a potential 

partner for purchasing both the business and real property. Before being introduced to 

Collazo, Ahmed was not aware that the business or real property was for sale. On October 

31, 2012, Collazo and Ahmed signed a Confidentiality and Non-Disclosure Agreement 

(confidentiality agreement). After this agreement was executed, Collazo provided Ahmed 

with information about the business and property. Ahmed told Collazo he was interested in 

purchasing the business and property on behalf of his company, Euro Collision, Inc. In 

February 2013, Collazo told Ahmed that he would release his rights to the partnership 

established in the confidentiality agreement, if Ahmed or his corporation, Euro Collision, 

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No. 1-17-1534 

paid plaintiff Jameson, Collazo’s employer, a 5% commission as their broker when 

purchasing the business and property. Ahmed orally agreed. Ahmed purchased the real 

property and car wash on behalf of Euro Collision,

1 based on the information provided to 

Ahmed by Collazo and for which Jameson was not compensated. Plaintiff Jameson alleged 

that the reasonable value of its services to defendants was $115,000.2 

¶ 6 Defendants Euro Collision and Ahmed each filed an answer, denying all the 

allegations contained in count IV of plaintiffs’ amended complaint. 

¶ 7 B. Trial 

¶ 8 The matter proceeded to trial on May 22, 2017. Plaintiff Collazo and defendant 

Ahmed each testified on their own behalf, and Robert Swanson, an employee of Terraco, 

testified on plaintiffs’ behalf. Plaintiffs voluntarily dismissed defendant Euro Collison, Inc., 

from the suit prior to trial since the corporation never took title to the business or real 

property. 

¶ 9 1. Art Collazo 

¶ 10 Art Collazo testified that he has been a licensed real estate broker in Illinois for 23 

years, was Vice President of Sales for Jameson, and is authorized to enter into contracts on 

the company’s behalf. Collazo specializes in off-market commercial properties. Collazo 

explained that a property is off-market when it is not publicly listed. To broker the sale of 

off-market real estate, Collazo “pound[s] the pavement” to locate properties, finds purchasers 

1

Ahmed testified that he purchased the real property in his individual capacity for $2.34 million 

as part of a $2.479 million transaction that included the assets of the car wash business in addition to the 

property itself. Defendant Ahmed stipulated at trial that SS 2130, an LLC owned by Ahmed, took title to 

the property. 

2

Collazo testified that he negotiated for Ahmed to purchase the real property for $2.3 million; 

$115,000 is 5% of $2.3 million. Collazo did not testify to the price he negotiated for the car wash 

business. 

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No. 1-17-1534 

for those properties, and then negotiates “sales price, terms,*** anything that get[s] the deal 

down the path and gets both sides talking and mutually agree.” According to Collazo, he is 

known as “one of the top guys in the city to find off market property.” 

¶ 11 When Collazo represents a purchaser on an off-market property, it is usual and 

customary for the purchaser to pay his brokerage commission. An average brokerage 

commission is 10% for a business and 6% for real property. The rate of commission can vary 

based on how many people are involved, the fees, and the structure of the agreement. When 

Collazo is himself planning to be a partner in a transaction, his compensation depends on his 

role in the transaction and his capital contribution. This commission is paid at the closing of 

the transaction in either the disbursements of the closing proceeds or a separate payment. The 

commission is paid to Jameson, not to Collazo in his individual capacity. 

¶ 12 While it is typical for Collazo to have a written agreement regarding the brokerage 

commission, he does some work without a written agreement and performs brokerage 

services before the agreement is signed in many instances. When he presents an opportunity 

to a client, he asks them to sign a confidentiality agreement before he provides them 

information about the property. 

¶ 13 Collazo testified that, in addition to his work as a broker with Jameson, he purchases 

businesses and real property in an individual capacity. Collazo purchases a business only if 

he can own or control the real property component and the real property component is 

valuable even if the business fails, so he has an “exit plan.” He has owned several businesses, 

including a development company, a contracting company to build for his development 

company, and two food establishments. He has developed over 60 buildings in Chicago, and 

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No. 1-17-1534 

his development company has also developed buildings for other developers. He does not 

currently own any businesses. 

¶ 14 Collazo was a customer of the car wash for over 10 years and knew Harold Yoder, 

the owner of the car wash. Collazo repeatedly expressed to Yoder his desire to purchase the 

car wash. Collazo believed purchasing the car wash would diversify his real estate portfolio 

and provide a steady stream of income. In 2011 or 2012, Collazo initiated talks with Yoder 

about the sale of the car wash. At Collazo’s request, Yoder provided him with the financial 

information about the property. Collazo learned that the real property on which the car wash 

business was located was owned by Terraco, a development company. Collazo informed 

Scott Gendell, the president of Terraco, of his interest in purchasing the property. Collazo 

negotiated directly with Robert Swanson, Terraco’s chief financial officer, while his 

attorneys modified the terms of the purchase option agreement that was never executed. 

¶ 15 The draft of the proposed purchase agreement for the property admitted into evidence 

is dated April 1, 2012, and identifies the seller as White Glove Center, Limited Partnership, 

an entity controlled by Terraco, and the purchaser as WGC, LLC (WGC), an LLC that 

Collazo’s attorney was then in the process of forming. The asking price was $2.65 million on 

the real estate. Collazo did not execute the purchase option with Terraco, because he had not 

completed his negotiations with Yoder for the purchase of the business itself. Collazo was 

“having a very difficult time deciphering” the profits and losses of the car wash and placed 

the negotiations with Terraco “on hold” until he could better understand the car wash 

business. 

¶ 16 In the fall of 2012, Collazo asked Matt Katsaros, one of Jameson’s “top commercial 

brokers,” if Katsaros could recommend an individual who understood the car wash business. 

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No. 1-17-1534 

Katsaros recommended defendant Ahmed as an individual with “a lot of money,” who had 

previously owned and sold car washes. Ahmed had previously employed Jameson as his 

broker in the purchases of two listed properties under a written agreement, and the 

commissions for those purchases were paid from the seller’s proceeds. Collazo decided to 

contact Ahmed about either partnering with Collazo to purchase the property or having 

Ahmed employ Collazo as a broker in purchasing the property. Katsaros contacted Ahmed to 

determine if he was interested. Ahmed agreed to meet Collazo, but before sharing 

information about the property, Collazo required Ahmed to sign a confidentiality agreement. 

Katsaros e-mailed this agreement to Ahmed. It was standard practice for Collazo to ask 

potential purchasers in off-market transactions to sign these agreements, which prevented the 

other party from “go[ing] behind” Collazo to purchase the property without compensating 

him and allowed Collazo to recover the information if the other party lost interest in the 

property, so he could quickly distribute it to another potential purchaser. 

¶ 17 The “Confidentially and Non-Disclosure Agreement” was admitted into evidence and 

was signed by Collazo and Ahmed. The three parties to the agreement were Ahmed, Collazo, 

and WGC. The first page of the confidentiality agreement established that the parties were 

“exploring the possible transaction” and that the recipient was required to agree to the 

confidentiality requirements as “conditions precedent to receiving information concerning 

the company.” He described the second paragraph as an “acknowledgment” of the work 

Collazo had already performed to acquire the information and initiate negotiations with the 

seller. The paragraph titled “Indemnification” states that the recipient is “not supposed to use 

the information to further [himself] on this or enrich [himself] on this transaction” and 

establishes certain liability expenses and penalties for doing so. The seventh section 

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No. 1-17-1534 

establishes that if the recipient is “not going to move forward” with the deal, then he or she 

must return the information to Collazo. 

¶ 18	 The “Indemnification” paragraph of the agreement states that 

“[t]he recipient will hold harmless the Company and its managers, members, assigns, 

agents, and affiliates (collectively the ‘indemnitee’) from any liabilities and expenses 

including but not limited to attorneys’ and accountants’ fees, investigation costs, 

travel costs, transcript costs, disbursements, settlement amounts, judgment, fines or 

penalties, which any Indemnitees incur in connection with any claims, actions, suits, 

or proceedings, (whether civil, criminal, administrative, or investigative, including all 

associated appeals) in which it is determined by a court of competent jurisdiction that 

Recipient breach its confidentiality and obligations set forth in this Agreement.” 

¶ 19	 The seventh paragraph, titled “Return of Data- No Use,” states that 

“[i]f the Recipient does not enter into any transaction with the Company, upon 

request of the Company, the Recipient immediately will return to the company, or in 

the event that any materials contain the Recipient’s analysis of the Confidential 

Information the Company may elect to destroy all the Confidential Information and 

all notes, data, plans, reference material, software, memoranda, programs, documents, 

records, copies of any of the foregoing and all other information which in any way 

relates to the Confidential Information. The Recipient will not retain any copies or 

abstracts of the foregoing items in any media and acknowledges that this Agreement 

does not grant the Recipient any use of or other rights in the Confidential 

Information, the Recipient’s sole right being to review the Confidential Information 

for consideration of entering into a transaction with the Company.” 

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No. 1-17-1534 

¶ 20 Ahmed signed the confidentiality agreement on October 31, 2012. After Katsaros 

returned the signed agreement to Collazo by e-mail, Collazo shared with Ahmed the financial 

documents he had obtained from Yoder, including the profits and losses of the business and 

the terms of its lease with Terraco. Ahmed and Collazo met to determine the right price to 

offer for the business and the real property. Together, they were able to negotiate a lower 

price for the business, but there is no evidence what that price was. Collazo negotiated down 

the price of the real property from $2.65 million to $2.3 million. During these negotiations, 

Collazo and Ahmed did not discuss whether they would be partners in the purchase or if 

Collazo would be paid a broker’s commission. Nothing in the confidentiality agreement 

discussed the payment of any broker’s commission. 

¶ 21 On January 8, 2013, Collazo exchanged e-mails with Robert Swanson, the chief 

financial officer of Terraco. The e-mails were admitted into evidence. Collazo shared with 

Swanson an e-mail in which Ahmed stated he was interested in purchasing the car wash 

business. Swanson responded by e-mailing the terms of the lease, including its “monthly 

minimum rent” of $18,994, and that he was willing to meet with Ahmed if Ahmed agreed to 

the terms of the lease. Collazo and Ahmed then met with Swanson and other representatives 

of Terraco at Terraco’s offices. On January 16, 2013, Ahmed sent Collazo an e-mail that was 

admitted into evidence and included Ahmed’s potential business plan to share with Terraco. 

Collazo sent Ahmed’s business plan without modification to Swanson on January 17, 2013, 

by e-mail, which was also admitted into evidence. After Terraco received this plan, 

negotiations continued. Collazo desired to make Terraco comfortable with potential partners 

and was still “trying to get to some final number.” 

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No. 1-17-1534 

¶ 22 In January 2013, personal matters began affecting Collazo’s involvement in the 

negotiations. He decided that the car wash was “not such a great deal,” and that, instead of 

being a partner in the purchase, he would pursue a broker’s commission and move on. 

Collazo told Ahmed that he did not want to pursue a partnership with Ahmed to purchase the 

property and instead would accept a brokerage fee. After this conversation, Collazo still 

continued to assist with the transaction. In late January 2013, communication briefly ceased 

between Collazo and Ahmed, as Ahmed dealt with a personal matter. On February 1, 2012, 

Collazo texted Ahmed to ask if he was still interested in purchasing the property, Ahmed 

confirmed that he was still interested, and they continued to communicate about the property. 

Collazo and Ahmed’s communications via text message from December 12, 2012 to March 

5, 2013 were admitted into evidence. On February 5, 2013, Collazo and Ahmed met with 

Yoder and Swanson at the car wash. 

¶ 23 On the following day, February 6, 2013, Collazo met with Ahmed and handed him a 

hard copy of a brokerage services agreement admitted into evidence. It listed the parties as 

Jameson and Ahmed and stated that Ahmed would pay Jameson a 5% brokerage commission 

on the price of the business and the real property involved in the transaction at the time of 

closing. A 5% commission on $2.3 million purchase price Collazo negotiated for the 

property would be over $100,000.3 Following the meeting, Collazo e-mailed a copy of the 

agreement to Ahmed. He signed this e-mail, “Art Collazo, Vice President of Jameson 

Subsidies International Realty.” In a text message, Collazo asked Ahmed to sign and fax him 

a copy of the agreement. That evening, Ahmed sent Collazo a text back stating: “I will take 

care of it first thing in the morning. No worries.” Collazo texted Ahmed, “Thank you.” 

3

Though Collazo did not testify to the exact figure, a 5% commission on a $2.3 million purchase 

is $115,000, the amount sought by the plaintiffs in their complaint. 

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No. 1-17-1534 

Ahmed responded, “No problem!” This was the last text message Collazo received about the 

brokerage agreement. Collazo understood the exchange to mean that Ahmed accepted the 

terms of the brokerage agreement. In Collazo’s experience, if “somebody doesn’t discuss or 

send me something, it’s understood [they are] fine with it unless [they are] going to negotiate 

it.” While typically, Collazo would not act as a broker for a client without a signed brokerage 

agreement, he decided to continue to act as a broker without a signed agreement in this 

transaction because he had already performed the work of “negotiating and bringing 

[Ahmed] into the deal” and was entitled under the confidentiality agreement to find a new 

client to purchase the property if Ahmed decided not to purchase the property. At a later 

meeting, Ahmed offered to pay a fee to Collazo individually as an alternative form of 

compensation to signing the brokerage agreement with Jameson. Collazo refused the offer. 

¶ 24 After February 6, 2013, Collazo continued to be involved in “communicating, 

negotiating, [and] helping” Ahmed with the transaction. At no point in February 2013 did 

Ahmed ask Collazo to stop working on his behalf. Collazo remained in communication with 

Ahmed, Yoder, and Swanson. On February 13, 2013, Collazo texted Ahmed to discuss his 

negotiations with Yoder. On February 27, 2013, Collazo received an e-mail from Ahmed, 

which included the draft of a letter Ahmed was writing to Swanson to negotiate a lower price 

for the property. Collazo responded with revisions he made to Ahmed’s letter to make it 

more likely to persuade Terraco to lower its price. This exchange was admitted into evidence. 

A short time later, Collazo met with Ahmed, who informed him that he no longer planned to 

purchase the property. After this meeting, Collazo attempted to contact Ahmed several times, 

and Ahmed did not respond. Collazo gave Ahmed a two-week opportunity to revisit the deal, 

then Collazo attempted to contact Terraco on behalf of another potential purchaser for the 

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No. 1-17-1534 

property. After a delay Collazo thought uncharacteristic of his prior dealings with Terraco, a 

Terraco representative informed Collazo by e-mail that the potential purchaser should contact 

Terraco directly. When the potential purchaser did so, Terraco responded that the property 

was already under contract. Neither of these e-mails were admitted into evidence. 

¶ 25 Collazo testified that he first learned the property was under contract in a 

conversation with employees at the car wash in the spring of 2013. In August 2013, he 

received an e-mail from Terraco, not admitted into evidence, confirming that the property 

was under a contract of sale to Ahmed. Since Ahmed’s purchase of the property, Collazo has 

observed significant renovations to the car wash, including the addition of a second floor to 

the structure. Ahmed neither paid Jameson a brokerage fee nor returned the confidential 

information about the business to Collazo. 

¶ 26 2. Robert Swanson 

¶ 27 Robert Swanson testified that he has been involved in commercial real estate for 48 

years and had been employed by Terraco for 30 years, working in property management, 

sales, leasing, and as executive Vice President from 2011 to 2013. In this capacity as 

executive Vice President, he oversaw Terraco’s brokerage services, but did not testify as to 

whether he was a licensed broker. Swanson is currently semi-retired, but remains involved in 

“property management and other brokerage situations.” Scott Gendell was the president of 

Terraco and also the managing partner of White Glove Center Limited Partnership (White 

Glove Partnership), an entity controlled by Terraco that actually owned the subject property. 

After White Glove Partnership purchased the property in 2003 or 2004, Terraco managed the 

property and was authorized to enter into contracts on the Partnership’s behalf. Terraco 

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No. 1-17-1534 

leased the property for a car wash business to Harold Yoder. By 2012, the business was in 

financial distress. 

¶ 28 Swanson knew Collazo from the brokerage community and was aware that Collazo 

was employed by Jameson, a development company he had done business with in the past. 

Terraco initially retained Collazo to publicly list the property,4 but began negotiating with 

Collazo as he “tried to buy it as an individual or [as part of] a group.” Swanson was not 

aware that Collazo had not listed the property. No listing agreement or other document 

referring to a listing agreement between Collazo and Terraco was admitted into evidence. 

The beginning stages of his negotiations with Collazo dealt with the price term and how 

Collazo would finance the purchase. Collazo agreed to a one-year option contract to purchase 

the property, but did not execute the written option. 

¶ 29 Collazo introduced Swanson to Ahmed in Terraco’s offices. Swanson, Collazo, 

Gendell, and Ahmed discussed Ahmed purchasing the assets of the car wash and maintaining 

the existing lease. Prior to Ahmed’s introduction by Collazo, Swanson had not 

communicated with Ahmed concerning the property. Swanson sent Collazo an e-mail, 

admitted into evidence, on January 8, 2013, discussing the terms of the car wash lease. On 

January 17, 2013, Swanson received an e-mail from Collazo containing Ahmed’s business 

plan for the car wash. 

¶ 30 In February 2013, Swanson exchanged a series of e-mails with Ahmed and Gendell 

concerning the property that were admitted into evidence. Ahmed sent an e-mail to Gendell 

on February 13, 2013, discussing a sale of the real property. Gendell replied on February 14, 

2013, stating that he had spoken to Ahmed on the phone and they had agreed to an 18-month 

4

Collazo did not testify to the existence of any listing agreement with Terraco. The trial court 

made no mention of a listing agreement between Collazo and Terraco in its findings. 

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No. 1-17-1534 

leasing agreement with an option to purchase and that when Ahmed purchased the car wash 

from Yoder, Terraco would receive $100,000 for past due rent owed by Yoder. In his 

response to Gendell, Swanson stated: “I assume there was no mention of any fees that may 

be due Art Collazo.” Swanson testified that since the listing agreement by Terraco with 

plaintiff had expired, Terraco would owe no fees to Collazo on the transaction. 

¶ 31 Swanson sent an e-mail to Gendell on February 16, 2013, which was admitted into 

evidence, referencing a “lengthy conversation” between Swanson and Collazo and stating 

that Collazo had asked if Terraco would negotiate with Ahmed about selling the car wash 

equipment if Terraco acquired the assets of the car wash. Swanson stated in the e-mail that he 

assured Collazo that Terraco was moving forward to “finish a deal” with Ahmed. On 

February 19, 2013, Ahmed faxed Swanson a written offer, which was admitted into evidence, 

to purchase the real estate for $2.3 million. This terms of the offer included a provision that 

Ahmed would pay $100,000 in past due rent owed by Yoder, but did not mention the assets 

of the car wash. 

¶ 32 When Yoder filed for bankruptcy protection, Terraco obtained the assets of the car 

wash and thus could transfer the car wash’s equipment to Ahmed with the real property. 

Swanson did not recall whether there was a period between February and March 2013 in 

which Ahmed abandoned his interest in the property. While Swanson did not recall 

contacting Ahmed to resurrect the deal, he testified that once Terraco possessed the car 

wash’s assets, he would have likely contacted a potential purchaser for the property. On 

March 21, 2013, Swanson sent an e-mail to Ahmed, stating that Swanson and Gendell had 

received Ahmed’s letter of intent and agreed to a purchase price of $2.34 million for the real 

property and the assets of the car wash, plus an additional $100,000 to cover Yoder’s 

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No. 1-17-1534 

arrearage. These terms differed from those proposed earlier by Collazo because they allowed 

Ahmed to acquire both the real property and the car wash’s assets in a single transaction with 

Terraco, rather than purchasing the real estate from Terraco and acquiring the car wash’s 

assets in a separate transaction to purchase the car wash business from Yoder. 

¶ 33 On April 25, 2013, Ahmed contracted to purchase the real property and former assets 

of the car wash for $2.34 million and $100,000 in past due rent. The “Purchase and Sale 

Agreement” identified “White Glove Center Limited Partnership” as the seller and “Aqueel 

Ahmed or his assignee” as the purchaser of the property. Swanson signed the agreement on 

behalf of White Glove Partnership, and Ahmed signed in his individual capacity. The 

premises purchased consisted of the land, improvements including the building, and personal 

property used in connection to those improvements. Between the signing of the purchase 

agreement and the closing of the purchase on September 30, 2013, there were several 

meetings at the property to perform certain work and eliminate potential hazards. The final 

price in the purchase agreement was $2.479 million. 

¶ 34 The Escrow Trust Disbursement Statement prepared by Chicago Title and Trust 

Company for the transaction, listed a $50,000 brokerage commission paid to Terraco from 

the seller’s proceeds. Swanson testified that it was common practice for Terraco to pay itself 

a brokerage commission on the sale of a property it managed, that $50,000 was a fair 

commission for the sale of the property, and that a purchaser’s broker would have received a 

commission of approximately the same amount. The statement listed no brokerage fee paid to 

plaintiff. 

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No. 1-17-1534 

¶ 35 After Swanson’s testimony, plaintiffs stipulated to the existence of an entity identified 

as SS 2130, LLC, which took title to the real property on September 30, 2013, and that 

Ahmed is the sole member of SS 2130, LLC. 

¶ 36 Plaintiffs then rested, and defendant filed a motion for a direct finding on each count. 

The trial court directed three counts in favor of defendant for insufficient evidence: (I) the 

breach of agreement, (II) the breach of oral agreement, and (V) fraud. The trial court found 

sufficient evidence for the (III) unjust enrichment and (IV) quantum meruit claims to move 

forward because of the evidence presented that Collazo was the procuring cause by which 

Ahmed became aware of the property. 

¶ 37 3. Aqueel Ahmed 

¶ 38 Aqueel Ahmed testified that he starts and manages automotive-related businesses, 

including multiple car washes, collision shops, and a mechanical business. Ahmed had 

employed Katsaros in his capacity as a Jameson broker on two prior purchases. In the first 

purchase, Katsaros, on behalf of plaintiff, had been the listing agent for the seller, and 

Ahmed signed a dual agreement allowing plaintiff to receive the entire commission. In the 

second purchase, Ahmed employed Katsaros, on behalf of plaintiff, as one of multiple 

brokers in the transaction. In both of these transactions, the broker’s commission was paid 

through the seller’s proceeds. 

¶ 39 Ahmed testified that Katsaros facilitated the introduction of Ahmed to Collazo in late 

2012. Collazo called Ahmed and asked Ahmed for a meeting to sign a confidentiality 

agreement. Collazo told Ahmed that he had to sign the confidentiality agreement before 

Collazo shared any information. 

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¶ 40 Ahmed met with Collazo after he signed the agreement. Ahmed had not 

communicated with the owners of the business or the real property about purchasing the 

properties before receiving the confidentiality agreement from Collazo. After multiple 

conversations with Collazo, Ahmed began to explore the feasibility of purchasing both the 

business and the real property. From November 2012 through March 2013, Collazo assisted 

Ahmed in setting up meetings with the sellers of the business and real property. However, 

during this time, Collazo did not assist Ahmed in negotiating for the sale of the business and 

real property. Collazo was first attempting to purchase the property himself and came to 

Ahmed to “figure out how to look at the business.” At Collazo’s request, Ahmed composed a 

business plan for the car wash on January 16, 2013. 

¶ 41 Ahmed observed that the car wash at the subject property was “not doing well at all” 

and “was on the brink of collapsing.” Ahmed identified multiple sources for this particular 

car wash’s problems, including (1) a lack of business, (2) a lack of ownership, (3) a failure to 

reinvest profits back into the business, and (4) an “extremely high” rent rate. Ahmed 

communicated to Collazo that purchasing the business could only be a profitable enterprise if 

the rent was lowered or the purchase included the real property on which the car wash was 

located. 

¶ 42 Ahmed never agreed that Collazo would be his real estate broker. When Collazo 

handed Ahmed a proposed brokerage agreement on February 5, 2013, Ahmed orally rejected 

the agreement. Ahmed offered Collazo a cash payment, telling Collazo that in Ahmed’s 

experience the brokerage commission was paid through the seller’s proceeds, but that Ahmed 

did owe Collazo a “finder’s fee.” Ahmed did not agree to this fee being a 5% commission. 

On February 6, 2013, Collazo e-mailed the proposed brokerage agreement to Ahmed. At 7:20 

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No. 1-17-1534 

p.m. on February 6, 2013, Collazo sent Ahmed a text message stating: “I sent over a 

commission agreement at 4:45 p.m. today, please sign or e-fax it back, thanks Art.” Ahmed 

responded with a message stating: “I will take care of it first thing in the morning, no 

worries.” 

¶ 43	 After February 6, 2013, Ahmed did not send any written communication rejecting 

Collazo’s brokerage services, but Collazo continued to assist Ahmed. On February 13, 

Collazo discussed negotiations with Yoder in a text message to Ahmed. On February 27, 

Ahmed sent Collazo a text message, asking Collazo to call him upon receipt of an e-mail. 

Ahmed sent an e-mail to Collazo at 11:59 a.m. on February 27, 2013, sharing ideas, so 

Collazo could assist Ahmed in negotiations with Swanson for purchasing the property. At 

this time, Ahmed was negotiating the sale of the business and the real property separately. 

Ahmed was “still putting the numbers together” and sharing those numbers with Collazo. At 

2:02 p.m. on February 27, 2013, Collazo responded to Ahmed’s e-mail by editing the e-mail 

before it was sent to the owners of the property. Ahmed did not know Collazo’s motives in 

assisting him at that time. 

¶ 44 On March 5, 2013, Ahmed, Collazo, Swanson, and Gendell met at Terraco. At this 

meeting, Gendell told Collazo that Terraco would not pay Collazo a commission. After this 

meeting, Ahmed decided the asking prices for purchasing the business and real property 

separately was too high and articulated this conclusion to Collazo. 

¶ 45	 After informing Collazo he was no longer interested in purchasing the business or 

property, Ahmed received a phone call from a representative of Terraco, informing him that 

Terraco had obtained the car wash’s assets and asking to resurrect the deal to purchase the 

real property. This proposed deal differed from the agreement negotiated by Collazo because 

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it would allow Ahmed to obtain the real property and assets of the car wash in a single 

transaction. 

¶ 46 After this phone call, Ahmed submitted to Terraco a letter of intent to purchase the 

property a few days before March 21, 2013. No letter of intent matching this approximate 

date was admitted into evidence. Ahmed testified that the letter of intent admitted into 

evidence and dated February 19, 2013, was not faxed by Ahmed, despite his name appearing 

on the document as the sender and potential purchaser. Ahmed is unaware of who faxed the 

document to Swanson. Ahmed would have signed any letter of intent that he sent, and his 

signature is not on the document. Ahmed also testified that the letter of intent was misdated 

and that the phone call from Terraco is not mentioned in the letter because all of Ahmed’s 

letters of intent are “pretty similar” and he only changes the addresses and “a few things here 

and there” before sending them to sellers. 

¶ 47 On March 21, 2013, Swanson notified Ahmed by e-mail that Terraco had reviewed 

Ahmed’s letter of intent and accepted the offered price for the property. In the e-mail, 

Swanson was referring to the March 2013 letter of intent, not the February 19, 2013 letter of 

intent admitted into evidence. In April 2013, Ahmed informed Collazo that Ahmed was 

moving forward with purchasing the property, but did not do so in writing. When entering 

into the transaction with Terraco, Ahmed did not tell Terraco he was working with Collazo. 

Terraco could only include a commission to Collazo and Jameson if Ahmed informed 

Terraco of Collazo’s involvement. 

¶ 48 On September 30, 2013, the sale of the property closed, and Ahmed’s LLC took 

possession of the property. In the settlement statement for the closing of the property in 

evidence, Ahmed paid $2.34 million for the property. Ahmed was not certain whether a 

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No. 1-17-1534 

brokerage fee to Collazo was reflected in that amount and believed it had to “do something 

with the seller.” The “top price” for the property was $2.34 million, “whatever the 

commission agreements were, that’s between Terraco and Art.” Ahmed paid $119,000 in 

disbursements to the proceedings. He paid approximately $100,000 in back rent for the assets 

of the car wash. 

¶ 49 4. Finding of the Trial Court 

¶ 50 The trial court found that plaintiff was entitled to compensation under its quantum 

meruit claim because plaintiff did in fact perform brokerage services for the defendant. 

¶ 51 The trial court found that Ahmed was initially brought into the deal by a Jameson 

broker, who introduced him to Collazo. When this introduction occurred, Collazo was 

deciding whether he would be “making his own business deal” to purchase the property or 

“eventually shift it over into brokerage.” While not all services provided by Collazo to 

Ahmed were brokerage services, Ahmed would not have had the opportunity to connect with 

the sellers of the property without plaintiff’s efforts. 

¶ 52 The trial court found that the letter of intent was sent in the period of time in which 

the brokerage agreement would have been active if it had been executed. The trial court 

further found that it was reasonable to believe that Ahmed agreed to some aspects of the 

brokerage agreement and that he sent a letter of intent no later than March 21, 2013, because 

Swanson replied to the letter by e-mail.

5 The trial court found that Ahmed’s testimony that 

the letter of intent was not his agreement was “not entirely credible.” 

5

Swanson’s e-mail is Plaintiffs’ Exhibit 14. In this e-mail, sent at 10:32 a.m. on March 21, 2013, 

Swanson states, “I have reviewed you LOI with Scott” and proceeds to provide terms of an agreement to 

purchase the real property. 

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No. 1-17-1534 

¶ 53 The trial court found that, in a commercial real estate transaction with a dual agency, 

there is often a rate set for the seller and another for the purchaser. The agreement between 

Terraco and its agents in selling the property was evidence of what a reasonable fee would 

have been for Jameson as the purchaser’s broker. 

¶ 54 The trial court entered judgment in favor of plaintiff Jameson and against defendant 

Ahmed individually in the amount of $50,000 on the quantum meruit claim only. 

¶ 55 This appeal follows. 

¶ 56 II. ANALYSIS 

¶ 57 On appeal, defendant Ahmed argues that the court erred in entering judgment in favor 

of plaintiff Jameson and against defendant Ahmed on the quantum meruit claim because (1) 

there was no evidence at trial of the value of the brokerage services provided, (2) the 

beneficiary of brokerage services was not Ahmed, but non-party Terraco or non-party SS 

2130, and (3) the broker acted in bad faith by pursuing an off-market sale, rather than 

publicly listing the property as directed by Terraco. 

¶ 58 A. Standard of Review 

¶ 59 After a bench trial, the fact-finding of the trial court will not be disturbed unless it is 

against the manifest weight of the evidence. Gambino v. Boulevard Mortgage Corp., 398 Ill. 

App. 3d 21, 51 (2009). “A decision is against the manifest weight of the evidence only when 

an opposite conclusion is apparent or when the findings appear to be unreasonable, arbitrary, 

or not based on the evidence.” Eychaner v. Gross, 202 Ill. 2d 228, 252 (2002). “The manifest 

weight of the evidence standard affords great deference to the trial court because the trial 

court is in a superior position to determine and weigh the credibility of the witnesses, observe 

witnesses’ demeanor, and resolve conflicts in their testimony.” Wade v. Stewart Title 

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No. 1-17-1534 

Guaranty Co., 2017 IL App (1st) 161765, ¶ 59. Under this standard, this court may not 

“reweigh the evidence presented or make an independent determination of the facts.” Board 

of Education of Community Consolidated High School District No. 230 v. Illinois 

Educational Labor Relations Board, 165 Ill. App. 3d 41, 55 (1987). 

¶ 60 B. Quantum Meruit 

¶ 61 “Quantum meruit, which literally means ‘as much as he deserves,’ describes a cause 

of action seeking recovery for the reasonable value of services nongratuitously rendered, but 

where no contract exists to dictate payment.” Bernstein & Grazian, P.C. v. Grazian & Volpe, 

P.C., 402 Ill. App. 3d 961, 979 (2010). To recover under a quantum meruit theory, a plaintiff 

must prove that (1) it performed a service to the benefit of the defendant, (2) it did not 

perform the service gratuitously, (3) the defendant accepted this service, and (4) no written 

contract existed to prescribe payment for this service. Installco, Inc. v. Whiting Corp., 336 Ill. 

App. 3d 776, 781 (2002). To recover, the service performed by the plaintiff must be “of some 

measurable benefit to the defendant.” Van C. Argiris & Co. v. FMC Corp.,144 Ill. App. 3d 

750, 753 (1986). A quantum meruit claim can be distinguished from an unjust enrichment 

claim by its means of calculating damages. “In a quantum meruit action, the measure of 

recovery is the reasonable value of work and material provided, whereas in an unjust 

enrichment action, the inquiry focuses on the benefit received and retained as a result of the 

improvement provided.” Hayes Mechanical, Inc. v. First Industrial, L.P., 351 Ill. App. 3d 1, 

9 (2004). 

¶ 62 “A broker who is the procuring cause of a sale is entitled to a commission under the 

theory of quantum meruit where a party receives a benefit which is unjust for him to retain 

without paying for it.” Halpern v. Titan Commercial LLC, 2016 IL App (1st) 152129, ¶ 22. 

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No. 1-17-1534 

When a broker provides real estate brokerage services to a purchaser, the broker should not 

be deprived of commission merely because the purchaser completed the sale without the 

broker’s direct involvement, when the broker introduced the parties of the sale and the 

purchaser “admittedly would have never known about the existence of the property” without 

the broker’s efforts. Halpern, 2016 IL App (1st) 152129, ¶ 23. If the purchaser claims that 

the broker abandoned the deal, “the evidence must show not only a discontinuance of his 

efforts by the broker, it must show abandonment by the purchaser of all intention to buy the 

property.” Western Pride Builders, Inc. v. Zicha, 23 Ill. App. 3d 770, 773 (1974). 

¶ 63 C. Evidence of the Value of Brokerage Service Provided 

¶ 64 In a quantum meruit claim, the amount awarded to a plaintiff is “purely a factual 

issue.” Anderson v. Gewecke, 36 Ill. App. 3d 170, 176 (1976). Recovery “is limited to the 

reasonable amount by which the trial court finds [the] defendant was unjustly enriched at the 

expense of the plaintiff.” Nardi & Co. v. Allabastro, 20 Ill. App. 3d 323, 328 (1974). In cases 

concerning the failure to pay the commission of a real estate broker, damages may be 

calculated “based on a percentage of the sales price.” Romanek-Golub & Co. v. Anvan Hotel 

Corp., 168 Ill. App. 3d 1031, 1043 (1988). They may also be calculated by the trial court’s 

determination of how much the defendant saved by eliminating the broker’s fee from the 

transaction. Anderson, 36 Ill. App. 3d at 176-77. The plaintiff must provide a basis for 

assessing damages with a “fair degree of probability,” but need not prove the exact amount of 

its loss. Benford v. Everett Commons, LLC, 2014 IL App (1st) 130314, ¶ 30. 

¶ 65 In the case at bar, there was sufficient evidence for the trial court’s finding that 

$50,000 was the reasonable value of the services provided by plaintiff Jameson to defendant. 

Defendant argues that $50,000, 2.1376751% of the purchase price, is unsupported by the 

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No. 1-17-1534 

evidence and “not intuitive” in the present case. However, as the trial court found, Terraco 

paid itself a $50,000 commission as the seller’s broker in the transaction, and this was 

“evidence of a reasonable fee” owed Jameson considering the practices of the real estate 

industry. The $50,000 commission paid to Terraco was established by the testimony of both 

Swanson and Ahmed, and Swanson described $50,000 as a reasonable commission for the 

purchaser’s broker in the transaction. This amount is slightly less than half the 5% 

commission asked for in the unexecuted brokerage agreement, and therefore consistent with 

splitting the commission between the purchaser’s and seller’s brokers. Ahmed further 

testified that, in one of his previous transactions in which Jameson served as broker for both 

purchaser and seller, Jameson received a 5% commission, a $76,250 fee on a $1.525 million 

sale. We cannot find it was against the manifest weight of the evidence for the trial court to 

rely upon this testimony in determining the value of plaintiff Jameson’s brokerage services. 

¶ 66 The issue in the present case is similar to the facts before this court in Halpern, 2016 

IL App (1st) 152129, ¶ 24, where this court determined that the trial court did not err in 

awarding $50,000 (1.19% of the sale price) in damages to the broker in an off-market real 

estate transaction. The trial court based this determination on the testimony of expert 

witnesses that a reasonable broker’s commission for the property at issue would be between 

1% and 6% of the purchase price. Halpern, 2016 IL App (1st) 152129, ¶ 24. Defendant 

argues that this expert testimony distinguishes Halpern from the present case and that a 

plaintiff needs expert testimony to prove with reasonable certainty the amount it is owed in a 

quantum meruit claim in the absence of a written agreement between the parties. However, 

the range provided by expert testimony was not the only factor considered by the Halpern 

court in affirming the trial court’s determination. Halpern, 2016 IL App (1st) 152129, ¶ 24. 

23 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

No. 1-17-1534 

The Halpern court also cited the testimony that the plaintiff had paid a $100,000 “ ‘finder’s 

fee’ to another real estate professional” in its analysis. Halpern, 2016 IL App (1st) 152129, 

¶ 24. The Halpern court was thus clear that a trial court’s determination of the reasonable 

value of services must be based on evidence, but it did not limit the types of evidence which 

could support such a determination. 

¶ 67 The present case is clearly distinguishable from Benford, 2014 IL App (1st) 130314, 

¶ 26, in which the court considered the amount of damages a landlord owed a tenant for 

personal property destroyed by water leakage. The court found the plaintiff could not recover 

damages for the personal property because she could only offer evidence of the replacement 

value of the property and the original cost of the items were not measures of the property’s 

fair market value at the time it was destroyed. Benford, 2014 IL App (1st) 130314, ¶ 31. In 

the case at bar, unlike Benford, two witnesses testified to Terraco’s brokerage fee in the 

transaction, which provided evidence of the value of brokerage services. 

¶ 68 D. Collazo’s Dual Roles 

¶ 69 Defendant also argues that Jameson improperly equated Collazo’s side business 

venture with Collazo’s brokerage work on Jameson’s behalf and that Collazo’s activities as a 

purchaser’s broker were so limited in their scope as to not to justify the award for those 

services. A real-estate broker is entitled to a commission if it “is the procuring cause of a 

consummated transaction which he was employed to negotiate.” Pietka v. Chelco Corp., 107 

Ill. App. 3d 544, 549 (1982). A broker is the procuring cause if it “brings together the parties 

who ultimately consummate the transaction [citation] or *** is instrumental in its 

consummation.” Pietka, 107 Ill. App. 3d at 549. A trial court may determine that a broker is 

the procuring cause of a transaction based on the broker’s role in negotiations or in 

24 
 

 

 

 

 

 

 

 

No. 1-17-1534 

disseminating information which leads to the consummated transaction. Pietka, 107 Ill. App. 

3d at 549. 

¶ 70 In the case at bar, the trial court recognized that Collazo’s actions concerning the 

property were not solely the performance of brokerage services and that Collazo’s “shifting 

positions” were relevant in determining the amount Jameson would recover. However, the 

trial court’s finding that Ahmed and Collazo’s earlier communications about the property 

occurred before he decided whether he would be a broker or a partner in the purchase is not 

irreconcilable with the finding that Jameson was the procuring cause of Ahmed purchasing 

the property. The trial court found that Ahmed was introduced to Collazo by another 

Jameson broker, Katsaros, and that, before this introduction, Ahmed was unaware that the 

property was for sale. Without this introduction by a Jameson broker, Ahmed would not have 

received the information about the property from Collazo, since the property was never 

publicly listed. 

¶ 71 Furthermore, the trial court’s finding that Collazo did act as Ahmed’s broker on the 

transaction, after Collazo’s withdrawal from a role as a potential purchaser, is supported by 

the record. Collazo provided brokerage services to Ahmed after he presented Ahmed with the 

brokerage agreement on February 6, 2013. This brokerage agreement, though never 

executed, showed that Collazo was then acting in his capacity as a Jameson broker. Ahmed 

offered Collazo a personal “finder’s fee” for the property, but Collazo refused and told 

Ahmed the fee must be paid to Jameson. For weeks, Collazo acted as Ahmed’s broker, while 

Ahmed was aware that Collazo believed Jameson would receive a commission for his labor. 

A few days after Ahmed was provided with the brokerage agreement, Collazo forwarded a 

draft agreement from Collazo to Terraco. Weeks later, Ahmed sent Collazo a draft of a letter, 

25 
 

 

 

 

 

 

 

 

No. 1-17-1534 

so Collazo could review it with the goal of negotiating a lower price term. Ahmed did not 

communicate with Collazo that Jameson would not be compensated, while he benefitted 

from Collazo’s efforts as a Jameson agent. 

¶ 72 In sum, the trial court’s determination that the efforts by Jameson’s agents, Katsaros 

and Collazo, merited an award equivalent to Terraco’s commission as the seller’s broker in 

the transaction was not against the manifest weight of the evidence and we therefore affirm 

the trial court’s judgment on that issue. 

¶ 73 E. Beneficiary of Brokerage Services 

¶ 74 Defendant Ahmed next argues that the trial court’s judgment should be reversed 

because he was not the beneficiary of any brokerage services by Jameson. The ability to 

purchase property is a benefit in itself. Halpern, 2016 IL App (1st) 152129, ¶ 23. A plaintiff 

may have a valid quantum meruit claim against multiple defendants concerning the same 

transaction, and therefore, the finding of one beneficiary does not exclude the finding of 

others. Much Shelist Freed Denenberg & Ament, P.C. v. Lison, 297 Ill. App. 3d 375, 376 

(1998). The determination of whether a defendant benefited from a plaintiff’s brokerage 

services in a quantum meruit claim is a question of fact and therefore will only be disturbed 

by this court when against the manifest weight of the evidence. Halpern, 2016 IL App (1st) 

152129, ¶ 17. As noted, a “decision is against the manifest weight of the evidence only when 

an opposite conclusion is apparent or when the findings appear to be unreasonable, arbitrary, 

or not based on the evidence.” Eychaner, 202 Ill. 2d at 252. 

¶ 75 In the case at bar, defendant Ahmed argues that the trial court erred in finding him to 

have benefitted from plaintiffs’ brokerage services. Plaintiff argues that this claim should not 

be considered by the court because it was raised for the first time on appeal and constitutes 

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No. 1-17-1534 

unfair surprise. “It is well settled that issues not raised in the trial court are deemed forfeited 

and may not be raised for the first time on appeal.” Martinez v. River Park Place, LLC, 2012 

IL App (1st) 111478, ¶ 29. Since Ahmed failed to raise his claims before the trial court, his 

argument has been forfeited. Martinez, 2012 IL App (1st) 111478, ¶ 29. Under Illinois 

Supreme Court Rule 366(a)(5) (eff. Feb. 1, 1994), an appellate court “may sometimes 

override considerations of waiver or forfeiture in the interests of achieving a just result and 

maintaining a sound and uniform body of precedent.” Jackson v. Board of Election 

Commissioners, 2012 IL 111928, ¶ 33. However, such an exception is not warranted here 

because Ahmed’s argument also fails on its merits. 

¶ 76 Defendant Ahmed provides two alternative beneficiaries to Jameson’s brokerage 

services. First, defendant argues that “[i]f any entity was the beneficiary of any brokerage 

services rendered by Jameson, it was Terraco” because the consummated transaction, 

initiated by Terraco, was substantively different from the transaction being discussed at the 

end of Collazo’s involvement and Collazo had initially been employed as Terraco’s broker in 

the transaction. Defendant cites several facts to support this claim: (1) Swanson testified that 

Terraco had once employed Collazo as its broker to sell the property, (2) Terraco could only 

communicate with defendant to resurrect the deal, because Collazo had introduced defendant 

to Terraco, and (3) the final agreement was different from those discussed in previous 

negotiations by Collazo because it did not require a separate transaction to purchase the 

business. 

¶ 77 However, none of these facts shows that the trial court’s finding that defendant 

Ahmed was the beneficiary of Jameson’s services was against the manifest weight of the 

evidence. Collazo acted as Ahmed’s broker after informing Ahmed of the expectation a 

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No. 1-17-1534 

commission would be paid to Jameson. Ahmed was a signatory to the purchasing agreement 

made possible by Collazo’s efforts and his introduction to Collazo by another Jameson 

broker. In addition, Ahmed only learned of the existence of the property through Collazo. 

Furthermore, the trial court found that defendant’s testimony concerning who resurrected the 

negotiations was not entirely credible, a decision we will not second-guess on appeal. Wade, 

2017 IL App (1st) 161765, ¶ 59. Although normally real estate commissions are paid by the 

sellers, Collazo testified that off-market commissions are usually paid by the purchaser. 

While the commission had been paid out of the seller’s proceeds in the previous transactions 

for which defendant employed Jameson, those purchases were not off-market properties. 

¶ 78 There is no evidence that Collazo was simultaneously acting as a broker for both 

parties in this transaction. Swanson testified that the prior listing agreement with Collazo 

expired before Ahmed was introduced as a potential purchaser and did not testify that he 

considered Collazo to be Terraco’s broker during negotiations with Ahmed. In his 

interactions with Terraco during this period, Collazo did not present himself as Swanson’s 

broker and did not approach Swanson about a brokerage agreement. Gendell told Collazo 

that Terraco would not be paying plaintiff any commission on the sale of the property. 

Furthermore, though the commission fee was paid to itself, Terraco did pay a brokerage fee 

on the transaction to a party other than Collazo. Accordingly, we do not find Ahmed’s claim 

that Terraco was the actual beneficiary to be persuasive. 

¶ 79 Alternatively, defendant Ahmed argues that SS 2130, not Ahmed, benefitted from 

Jameson’s services as purchaser of the property. The trial court found that Jameson was the 

procuring cause of the purchase of the property by defendant. The parties’ stipulation that SS 

2130, a separate legal entity owned by Ahmed, took title to the property is consistent with 

28 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

No. 1-17-1534 

this finding. The purchase agreement listed the purchaser of the property as “Ahmed or his 

assignee.” Ahmed’s ability to purchase and assign the property was a benefit of the 

brokerage services performed by Jameson on his behalf. Ahmed was a party to the 

unexecuted brokerage agreement. The purchase and sale agreement listed Ahmed as the 

purchaser, and he signed the agreement in his individual capacity. The fact that his company 

was listed on the title does not change the result that Ahmed personally obtained a benefit 

from Jameson’s brokerage services.6 

¶ 80 In sum, the trial court’s determination that defendant was a beneficiary of Jameson’s 

brokerage services was not against the manifest weight of the evidence, and we therefore 

affirm the trial court’s judgment on that issue. 

¶ 81 F. Bad Faith 

¶ 82 Finally, defendant Ahmed argues that plaintiff Jameson is barred from recovering 

under a quantum meruit claim under the doctrine of “unclean hands” because Jameson’s 

agent, Collazo, acted in bad faith by (1) failing to publicly list the property, while employed 

to do so by Terraco, in order to purchase the property himself and (2) failing to assert a claim 

to the brokerage fee in the period between his learning of the contract to sell the property and 

the closing of the sale. 

6

We note that, at oral argument, Ahmed’s counsel suggested that SS 2130 was a necessary party 

and that any quantum meruit claim should have been directed against it, as opposed to against Ahmed. 

However, Ahmed never raised such an argument before the trial court, and his arguments in his appellate 

brief concerned only the claim that SS 2130 was the beneficiary of any brokerage services. It is well 

settled that “[p]oints not argued [in the appellant’s brief] are waived and shall not be raised in the reply 

brief, in oral argument, or on petition for rehearing.” Ill. S. Ct. R. 341(h)(7) (eff. Jan. 1, 2016). 

Additionally, “an issue not presented to or considered by the trial court cannot be raised for the first time 

on review.” Kravis v. Smith Marine, Inc., 60 Ill. 2d 141, 147 (1975). Accordingly, we do not consider the 

arguments raised for the first time at oral argument. 

29 
 

 

 

 

 

 

 

 

 

No. 1-17-1534 

¶ 83 The doctrine of “unclean hands” precludes a party from taking advantage of its own 

wrong. Long v. Kemper Life Insurance Co., 196 Ill. App. 3d 216, 218 (1990). It is an 

equitable doctrine that bars relief when the party seeking that relief is guilty of misconduct in 

connection with the subject matter of the litigation. Thomson Learning, Inc. v. Olympia 

Properties, LLC, 365 Ill. App. 3d 621, 634 (2006). The doctrine only applies when the 

party’s misconduct rises to a level of fraud or bad faith. Thomson, 365 Ill. App. 3d at 634. 

The court must look to the intent of a party to determine whether it acted with “unclean 

hands.” Thomson, 365 Ill. App. 3d at 634. The doctrine is only available when the 

misconduct was “toward the party against whom relief is sought and *** connected with the 

transaction at issue in the litigation.” Zahl v. Krupa, 365 Ill. App. 3d 653, 658 (2006). 

¶ 84 The doctrine of “unclean hands” is applied at the trial’s court discretion and therefore 

cannot be disturbed on appeal absent a determination that the trial court abused its discretion. 

Long, 196 Ill. App. 3d at 219. “A trial court does not abuse its discretion unless, in view of 

all of the circumstances, its decision so exceeded the bounds of reason that no reasonable 

person would take the view adopted by the trial court.” In re Marriage of Demar, 385 Ill. 

App. 3d 837, 852 (2008). 

¶ 85 The doctrine of “unclean hands” is an affirmative defense. Long, 196 Ill. App. 3d at 

218. “Ordinarily, affirmative defenses must be set forth in the answer or reply to a 

complaint.” Enterprise Recovery Systems, Inc. v. Salmeron, 401 Ill. App. 3d 65, 76 (2010). 

An affirmative defense is “the defendant’s burden to plead and prove” and is “forfeited if not 

raised in a timely fashion in the trial court.” Nationwide Advantage Mortgage Co. v. Ortiz, 

2012 IL App (1st) 112755, ¶ 24. As noted, this forfeiture may be overlooked by the appellate 

30 
 

 

 

 

 

 

 

 

 

No. 1-17-1534 

court “in the interests of achieving a just result and maintaining a sound and uniform body of 

precedent.” Jackson, 2012 IL 111928, ¶ 33. 

¶ 86 Defendant Ahmed did not raise the affirmative defense of “unclean hands” in his 

answer to plaintiffs’ complaint or at trial. He raised it for the first time in his appellate brief. 

Therefore, the affirmative defense was forfeited by Ahmed’s failure to raise it before the trial 

court. Enterprise, 401 Ill. App. 3d at 76. 

¶ 87 Furthermore, even if defendant Ahmed had raised his affirmative defense in a timely 

manner, the “unclean hands” doctrine would still not bar plaintiff Jameson from recovering 

on its quantum meruit claim. While Ahmed alleged that Collazo acted in bad faith by failing 

to publicly list the property, Ahmed failed to allege or prove that Collazo’s act in bad faith 

was directed towards Ahmed himself. If Collazo had indeed failed to publicly list the 

property in order to purchase it in his individual capacity and maximize his realizable 

commission, then his bad faith was directed against non-party Terraco, not Ahmed, and 

Ahmed’s defense of “unclean hands” would not be applicable. Zahl, 365 Ill. App. 3d at 664. 

¶ 88 With respect to his second claim, Ahmed offers no case law to support his argument 

that a broker’s assertion of its claim after the closing of the sale on the property, when it 

could have brought the claim during the period in which the property was under contract, 

constitutes an act of bad faith. Ahmed argues that by not asserting a broker’s lien or any other 

claim during the contract period, Collazo denied Ahmed and Terraco the opportunity to 

decide between themselves whether a commission was owed to Collazo, who would pay that 

commission, and whether judicial intervention was warranted. However, plaintiffs derived no 

financial incentive from this delay, and Ahmed also did not contact Collazo during this 

period. Furthermore, a broker’s lien may only be filed on a commercial party if there is a 

31 
 

 

 

 

 

 

 

 

 

No. 1-17-1534 

written brokerage agreement and the property has already been conveyed to the buyer. 770 

ILCS 15/10(a)(3), (e) (West 2010). 

¶ 89 Thus, a determination by the trial court that the doctrine of “unclean hands” was 

inapplicable did not constitute an abuse of its discretion, and Ahmed’s forfeiture of the 

affirmative defense does not inhibit the interests of achieving a just result. Jackson, 2012 IL 

111928, ¶ 33. 

¶ 90 III. CONCLUSION 

¶ 91 In Allabastro, 20 Ill. App. 3d. at 327, Justice George Leighton wrote:

 “In the law, the expression ‘quantum meruit’ means literally ‘as much as he deserves.’ 

[Citation.] It is an expression that describes the extent of liability on a contract 

 implied by law. [Citation.] This liability is predicated on the reasonable value

 of services performed. Thus, the basis for recovery quantum meruit is receipt by a 

defendant from a plaintiff of a benefit which it is unjust for him to retain without 

paying for it.” 

¶ 92 Here, the trial court had before it the testimony of the persons involved, and the 

exhibits not only reflected the relations between the parties, it showed their intentions. 

Collazo introduced the property to defendant and acted as his agent throughout the 

negotiations until defendant decided he would structure the deal in a different manner 

through the suggestions of the seller. Defendant did so without plaintiff’s knowledge and 

permission. The evidence shows that defendant was willing to pay a commission directly to 

the broker, but the commission was less than what the broker requested. However, the 

recovery was limited to the reasonable amount by which the trial court found defendant was 

unjustly enriched at the expense of the plaintiff. 

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No. 1-17-1534 

¶ 93 For the foregoing reasons, we affirm the trial court’s finding for plaintiff Jameson 

against defendant Ahmed on the quantum meruit claim for $50,000. 

¶ 94 Affirmed. 

33