FOURTH DIVISION 

 September 29, 2006 

No. 1-05-0367 

PHILIP PULEO, MALEX CORPORATION, ) Appeal from the 

AMY DERKSEN, CHANI DERUS, ROBERT ) Circuit Court of 

FILICZKOWSKI, d/b/a Robert ) Cook County, 

Filiczkowski Design Services, ) 

YSPEX, INC., JACOB LESGOLD, ) 

VAN RATSAVONGSAY, AND BRYAN WEISS ) 

d/b/a Gearhouse Studios, ) 

 ) 

Plaintiffs-Appellants, ) 

 ) 

v. ) 

 ) 

MICHAEL TOPEL, Individually and ) 

d/b/a Thinktank, LLC, and ) 

THINKTANK, LLC, an Illinois ) 

Limited Liability Company in ) 

Dissolution, ) Honorable 

 ) Ronald F. Bartkowicz 

Defendants-Appellees. ) Judge Presiding. 

PRESIDING JUSTICE QUINN delivered the opinion of the court: 

Plaintiffs Philip Puleo, Malex Corporation, Amy Derksen, 

Chani Derus, Robert Filiczkowski, YSPEX, Inc., Jacob Lesgold, Van 

Ratsavongsay, and Bryan Weiss appeal the order of the circuit 

court dismissing their claims against defendant Michael Topel 

(Topel).1

 On appeal, plaintiffs contend that the circuit court 

erred by finding that Topel could not be held personally liable 

 1

The record shows that plaintiff Jacob Lesgold pursued a 

separate summary judgment action against Topel. 
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for obligations incurred on behalf of defendant Thinktank, LLC 

(Thinktank), after the company was involuntary dissolved. 

The record shows that effective May 30, 2002, Thinktank, a 

limited liability company (LLC) primarily involved in web design 

and web marketing, was involuntarily dissolved by the Illinois 

Secretary of State. The dissolution was due to Thinktank's 

failure to file its 2001 annual report as required by the 

Illinois Limited Liability Company Act (the Act) (805 ILCS 

180/35-25(1) (West 2004)). 

Thereafter, on December 2, 2002, plaintiffs, independent 

contractors hired by Topel, filed a complaint against Topel and 

Thinktank in which they alleged breach of contract, unjust 

enrichment, and claims under the account stated theory. Those 

claims stemmed from plaintiffs' contention that Topel, who 

plaintiffs alleged was the sole manager and owner of Thinktank, 

knew or should have known of Thinktank's involuntary dissolution, 

but nonetheless continued to conduct business as Thinktank from 

May 30, 2002, through the end of August 2002. They further 

contended that on or about August 30, 2002, Topel informed 

Thinktank employees and independent contractors, including 

plaintiffs, that the company was ceasing operations and that 

their services were no longer needed. Thinktank then failed to 

pay plaintiffs for work they had performed. 

On or about April 4, 2003, Thinktank and Topel served their 

answer to the complaint on plaintiffs. In response, plaintiffs 
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filed a motion for summary judgment on April 25, 2003. In that 

motion, plaintiffs argued that the only allegations that 

Thinktank and Topel denied in their answer pertained to Lesgold. 

 As such, plaintiffs contended that there was no genuine issue of 

material fact and, thus, they were entitled to judgment as a 

matter of law. Subsequently, on June 6, 2003, plaintiffs filed a 

request to admit. 

Although neither Thinktank nor Topel filed a response to 

plaintiffs' motion for summary judgment, they filed a response to 

plaintiffs' request to admit. Therein, defendants denied that 

Topel, as sole manager and owner of Thinktank, was in a position 

to know that Thinktank had been involuntarily dissolved by the 

Illinois Secretary of State or that the company was operating 

while dissolved during the period beginning on May 30, 2002. 

On September 2, 2003, the circuit granted plaintiffs' motion 

for judgment on the pleadings against Thinktank. Thereafter, on 

October 16, 2003, plaintiffs filed a separate motion for summary 

judgment against Topel.2

 Relying on Gonnella Banking Co. v. 

Clara's Pasta Di Casa, Ltd., 337 Ill. App. 3d 385 (2003), 

plaintiffs contended that Topel, as a principal of Thinktank, an 

LLC, had a legal status similar to a shareholder or director of a 

corporation, who courts have found liable for a dissolved 

 2

Plaintiff Jacob Lesgold filed a separate motion for summary 

judgment against Thinktank on October 16, 2003. 
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corporation's debts. Thus, plaintiffs argued that Topel was 

personally liable for Thinktank's debts. Topel did not file a 

response, and plaintiffs subsequently argued that Topel's failure 

to respond should be treated as a failure to contest their motion 

and that judgment should be entered for them. 

On March 25, 2004, the circuit court denied plaintiffs' 

motion for summary judgment against Topel. Subsequently, 

plaintiffs filed a motion to reconsider on July 1, 2004, which 

the circuit court denied on August 23, 2004. 

Plaintiffs then filed a motion for clarification on 

September 13, 2004, in order to obtain the circuit court's basis 

for denying their motion to reconsider. On October 12, 2004, the 

circuit court granted plaintiffs' motion for clarification. In 

doing so, the circuit court acknowledged that Topel continued to 

do business as Thinktank after its dissolution and that the 

contractual obligations at issue were incurred after the 

dissolution. However, the court then stated: 

"This court bases its decision on its reading 

of the Illinois Limited Liability Company 

Act. Specifically, this court reads 805 ILCS 

180/10-10 in concert with 805 ILCS 180/35-7 

as well as the legislative notes to 805 ILCS 

180/10-10 to determine that the Illinois 

Legislature did not intend to hold a member 

of a Limited Liability Company liable for 
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debts incurred after the Limited Liability 

Company had been involuntarily dissolved." 

Finally, on January 6, 2005, the circuit court entered a final 

order dismissing all of plaintiffs' claims against Topel with 

prejudice. The court stated in pertinent part: 

"Based upon the Court's prior finding that 

the Illinois Legislature did not intend to 

hold a member of a Limited Liability Company 

liable for debts incurred after the Limited 

Liability Company had been involuntarily 

dissolved, the Court finds that all of 

Plaintiffs' claims against Defendant Topel 

within the Complaint fail as a matter of law, 

as they are premised upon Defendant Topel's 

alleged personal liability for obligations 

incurred in the name of Thinktank LLC after 

it had been involuntarily dissolved by the 

Illinois Secretary of State." 

Plaintiffs now appeal that order. 

We initially note that Topel has not filed a brief. 

Nonetheless, we may proceed under the principles set forth in 

First Capitol Mortgage Corp. v. Talandis Construction Corp., 63 

Ill. 2d 128, 133 (1976). 

Our review of a dismissal of a complaint on its pleadings is 

de novo. Keck & Associates, P.C. v. Vasey, 359 Ill. App. 3d 566, 
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568 (2005). In doing so, we accept all well-pleaded allegations 

in the complaint as true. Board of Managers of the Village 

Centre Condominium Ass'n, Inc. v. Wilmette Partners, 198 Ill. 2d 

132, 134 (2001). 

In this court, plaintiffs contend that the circuit court 

erred in dismissing their claims against Topel. In making that 

argument, plaintiffs acknowledge that the issue as to whether a 

member or manager of an LLC may be held personally liable for 

obligations incurred by an involuntarily dissolved LLC appears to 

be one of first impression under the Act. That said, plaintiffs 

assert that it has long been the law in Illinois that an officer 

or director of a dissolved corporation has no authority to 

exercise corporate powers and, thus is personally liable for any 

debts he incurs on behalf of the corporation after its 

dissolution. Gonnella Baking Co., 337 Ill. App. 3d at 386; 

Cardem, Inc. v. Marketron International, Ltd., 322 Ill. App. 3d 

131 (2001); Chicago Title & Trust Co. v. Brooklyn Bagel Boys, 

Inc., 222 Ill. App. 3d 413 (1991). Plaintiffs reason that Topel, 

as managing member of Thinktank, similarly should be held liable 

for debts the company incurred after its dissolution. 

We first look to the provisions of the Act as they provided 

the trial court its basis for its ruling. Katris v. Carroll, 362 

Ill. App. 3d 1140, 1144 (2005) (in reviewing a circuit court's 

summary judgment, this court looked to the applicable provisions 

of the Act to determine the fiduciary duties owed by managers and 
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members of an LLC). When reviewing a statute, the cardinal rule 

is to ascertain and give effect to the intent of the legislature. 

 Carroll, 362 Ill. App. 3d at 1145. The plain meaning of the 

language in the statute provides the best indication of 

legislative intent. Carroll, 362 Ill. App. 3d at 1145. Where 

the statutory language is clear, the court must give it effect 

without resorting to other aids for construction. Solich v. 

George & Anna Portes Cancer Prevention Center of Chicago, Inc., 

158 Ill. 2d 76, 81 (1994). Further, when a statute is amended, 

it is presumed that the legislature meant to change the law as it 

formerly existed. Department of Transportation v. Drury 

Displays, Inc., 327 Ill App. 3d 881, 888 (2002), citing Scribner 

v. Sachs, 18 Ill. 2d 400, 411 (1960). 

As stated, the circuit court relied on sections 10-10 and 

35-7 of the Act in making its ruling. Section 10-10 provides: 

"(a) Except as otherwise provided in 

subsection (d) of this Section, the debts, 

obligations, and liabilities of a limited 

liability company, whether arising in 

contract, tort, or otherwise, are solely the 

debts, obligations, and liabilities of the 

company. A member or manager is not 

personally liable for a debt, obligation, or 

liability of the company solely by reason of 

being or acting as a member or manager. 
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(b) (Blank) 

(c) The failure of a limited liability 

company to observe the usual company 

formalities or requirements relating to the 

exercise of its company powers or management 

of its business is not a ground for imposing 

personal liability on the members or managers 

for liabilities of the company. 

(d) All or specified members of a 

limited liability company are liable in their 

capacity as members for all or specified 

debts, obligations, or liabilities of the 

company if: 

(1) a provision to that effect is 

contained in the articles of organization; 

and 

(2) a member so liable has 

consented in writing to the adoption of 

the provision or to be bound by the 

provision." 805 ILCS 180/10-10 (West 

2004). 

Section 35-7 provides: 

"(a) A limited liability company is 

bound by a member or manager's act after 

dissolution that: 
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(1) is appropriate for winding up 

the company's business; or 

(2) would have bound the company 

under Section 13-5 before dissolution, if 

the other party to the transaction did not 

have notice of the dissolution. 

(b) A member or manager who, with 

knowledge of the dissolution, subjects a 

limited liability company to liability by an 

act that is not appropriate for winding up 

the company's business is liable to the 

company for any damage caused to the company 

arising from the liability." 805 ILCS 

180/35-7 (West 2004). 

Section 10-10 clearly indicates that a member or manager of 

an LLC is not personally liable for debts the company incurs 

unless each of the provisions in subsection (d) is met. In this 

case, plaintiffs cannot establish either of the provisions in 

subsection (d). They have not provided this court with 

Thinktank's articles of organization, much less a provision 

establishing Topel's personal liability, nor have they provided 

this court with Topel's written adoption of such a provision. As 

such, under the express language of the Act, plaintiffs cannot 

establish Topel's personal liability for debts that Thinktank 

incurred after its dissolution. 
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As plaintiffs contend, similar to the Business Corporation 

Act (BCA) (see 805 ILCS 5/12.30 (West 2004)), the Act explicitly 

provides that an LLC continues after dissolution only for the 

purpose of winding up its business (805 ILCS 180/35-3 (West 

2004)). However, as plaintiffs concede in their brief, the Act 

does not contain a provision similar to section 3.20 of the 

Business Corporation Act, which provides: 

"All persons who assume to exercise corporate 

powers without authority so to do shall be 

jointly and severally liable for all debts 

and liabilities incurred or arising as a 

result thereof." 805 ILCS 5/3.20 (West 

2004). 

Moreover, we observe that section 35-7 of the Act explicitly 

provides that a member or manager of an LLC who, with knowledge 

of the dissolution, exceeds the scope of his authority during the 

wrapping up of a company's business is liable to the company for 

any damages arising from the liability. 805 ILCS 180/35-7(b) 

(West 2004). The Act, however, contains no language concerning a 

member or manager's liability to a third party. That silence 

speaks volumes when viewed in conjunction with the legislature's 

amendment of the former version of section 10-10. 

Prior to its amendment, section 10-10 provided: 

"(a) A member of a limited liability 

company shall be personally liable for any 
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act, debt, obligation, or liability of the 

limited liability company or another member 

or manager to the extent that a shareholder 

of an Illinois business corporation is liable 

in analogous circumstances under Illinois 

law. 

(b) A manager of a limited liability 

company shall be personally liable for any 

act, debt, obligation, or liability of the 

limited liability company or another manager 

or member to the extent that a director of an 

Illinois business corporation is liable in 

analogous circumstances under Illinois law." 

 805 ILCS 180/10-10 (West 1996). 

In 1998, however, the legislature amended section 10-10 and 

in doing so removed the above language which explicitly provided 

that a member or manager of an LLC could be held personally 

liable for his or her own actions or for the actions of the LLC 

to the same extent as a shareholder or director of a corporation 

could be held personally liable. As we have not found any 

legislative commentary regarding that amendment, we presume that 

by removing the noted statutory language, the legislature meant 

to shield a member or manager of an LLC from personal liability. 

 Drury Displays, Inc., 327 Ill App. 3d at 888 ("When a statute is 

amended, it is presumed that the legislature intended to change 
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the law as it formerly existed"). 

Nonetheless, plaintiffs ask this court to disregard the 1998 

amendment and to imply a provision into the Act similar to 

section 3.20 of the Business Corporation Act. We cannot do so. 

This court recently rejected a similar request in In re 

Application of County Collector, 356 Ill. App. 3d 668, 673-674 

(2005). There, petitioner Dream Sites, LLC, purchased property 

at an annual tax sale as a result of respondent Grace Apostolic 

Church's delinquent general real estate taxes. Petitioner then 

filed a petition for issuance of a tax deed and lodged a "Notice 

of expiration of period of redemption" pursuant to section 22-10 

of the Property Tax Code (Code) (35 ILCS 200/22-10 (West 2002)) 

which provided in pertinent part "[i]n counties with 3,000,000 or 

more inhabitants, the notice shall also state the address, room 

number, and time at which the hearing is set." The petition, 

however, omitted a street address and merely stated that the 

hearing for issuance of the tax deed would be held in "Room 1704, 

Richard J. Daley Center in Chicago, Illinois." Respondent filed 

an objection arguing that the notice was insufficient due to the 

lack of a street address. The circuit court denied the motion 

and entered an order granting petitioner's petition. 

On appeal, respondent argued that the circuit court's ruling 

was against the manifest weight of the evidence because it 

ignored the plain language of section 22-10 of the Code. 

Conversely, petitioner argued that despite the language of 
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section 22-10, this court should find that "Daley Center, 

Chicago, Illinois" was an adequate address for purposes of the 

petition. This court, however, concluded that by amending 

section 22-10 to require that a notice provide an address and not 

merely a building name, the legislature intended a notice to 

include a street address to denote the physical location of a 

building. As such, this court reversed the circuit court's 

ruling and remanded the cause for further proceedings. 

In the case at bar, we similarly decline plaintiffs' request 

to ignore the statutory language. When the legislature amended 

section 10-10 (805 ILCS 180/10-10 (West 2004)), it clearly 

removed the provision that allowed a member or manager of an LLC 

to be held personally liable in the same manner as provided in 

section 3.20 of the Business Corporation Act. Thus, the Act 

does not provide for a member or manager's personal liability to 

a third party for an LLC's debts and liabilities, and no rule of 

construction authorizes this court to declare that the 

legislature did not mean what the plain language of the statute 

imports. Solich, 158 Ill. 2d at 83. 

We, therefore, find that the circuit court did not err in 

concluding that the Act did not permit it to find Topel 

personally liable to plaintiffs for Thinktank's debts and 

liabilities. We agree with plaintiff that the circuit court's 

ruling does not provide an equitable result. However, the 

circuit court, like this court, was bound by the statutory 
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language. 

Accordingly, we affirm the judgment of the circuit court of 

Cook County. 

Affirmed. 

CAMPBELL and MURPHY, JJ., concur.