2020 IL App (1st) 181647-U

No. 1-18-1647 

Order filed February 6, 2020 

Fourth Division

NOTICE: This order was filed under Supreme Court Rule 23 and may not be cited as 

precedent by any party except in the limited circumstances allowed under Rule 23(e)(1).

______________________________________________________________________________ 

IN THE

APPELLATE COURT OF ILLINOIS

FIRST DISTRICT

______________________________________________________________________________ 

BLUESTONE EXECUTIVE SEARCH, LLC,

Plaintiff-Appellee, 

 v. 

STAFF MANAGEMENT SOLUTIONS, LLC,

Defendant-Appellant. 

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Appeal from the Circuit

Court of Cook County. 

No. 17 M1 132307 

Honorable 

Clare J. Quish, 

Judge, presiding. 

JUSTICE LAMPKIN delivered the judgment of the court. 

Presiding Justice Gordon and Justice Burke concurred in the judgment. 

ORDER

¶ 1 Held: We affirm the circuit court’s judgment in favor of plaintiff on its breach of 

contract claim because the judgment is not against the manifest weight of the 

evidence, but we vacate the award of prejudgment interest because it is neither

statutorily nor contractually authorized. 

¶ 2 Bluestone Executive Search, LLC (Bluestone), an employment recruiting firm, sued Staff 

Management Solutions, LLC (Staff Management) for breach of contract, alleging that Staff 

Management failed to pay a contractually required placement fee after it hired a candidate that 
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Bluestone referred to it. Following a bench trial, the circuit court entered judgment for 

Bluestone, awarding it $11,000 for its placement fee plus $10,761.31 in prejudgment interest. On 

appeal, Staff Management contends that the parties did not have a valid contract and that, in any 

event, Bluestone is not entitled to a placement fee because it was not the “motivating force” 

behind Staff Management’s decision to hire the candidate. Staff Management also argues that the 

circuit court’s prejudgment interest award is neither statutorily nor contractually authorized. For 

the reasons that follow, we vacate the circuit court’s award of prejudgment interest but affirm its

judgment in all other respects.1

¶ 3 I. BACKGROUND

¶ 4 Bluestone filed a complaint against Staff Management for breach of contract. The

complaint alleged that Bluestone and Staff Management signed a written contract on July 29, 

2015, for Bluestone to provide recruiting services to Staff Management. The contract, a copy of 

which was attached to the complaint, provided that if a “candidate [was] referred to Staff 

Management by [Bluestone]” and Staff Management “hired [the candidate], directly or 

indirectly, for any position” within one year of the date of referral, Staff Management would pay 

Bluestone a placement fee equal to 20% of the hired candidate’s first-year annual compensation.

The contract further provided that Staff Management would pay the placement fee within 30 

days of the date on which the candidate was hired. Bluestone alleged that it referred Gary 

Lennon to Staff Management and that Staff Management subsequently hired Lennon at a annual 

salary of $90,000 but refused to pay the placement fee due under the contract. Bluestone sought 

1

 In adherence with the requirements of Illinois Supreme Court Rule 352(a) (eff. July 1, 

2018), this appeal has been resolved without oral argument upon the entry of a separate written 

order.
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damages of $18,000 plus prejudgment interest under section 2 of the Interest Act, which provides 

for prejudgment interest at a rate of 5% per year “for all moneys after they become due on any 

bond, bill, promissory note, or other instrument of writing.” 815 ILCS 205/2 (West 2018). 

¶ 5 At trial, Bluestone’s vice president, Robert Kruk, testified that Bluestone had provided 

recruiting services to Staff Management since 2009 and that the parties had operated under a 

series of contracts during that period. Although the contract attached to Bluestone’s complaint 

was not signed until July 29, 2015, Kruk testified that it was “a continuation” of a prior contract 

with identical terms that was in effect between the parties in June 2015, when Staff Management 

asked Bluestone to help it identify candidates for a regional director of operations position. In 

response to that request, Bluestone searched its internal databases and external sources such as 

LinkedIn and identified 220 potential candidates, 45 of whom Bluestone interviewed. Kruk 

estimated that Bluestone devoted nearly 200 man hours over a two-week period to searching for 

and interviewing candidates. On June 16, Bluestone submitted the names and resumes of eight 

candidates, including Gary Lennon, to Staff Management. Bluestone then arranged for Staff 

Management to interview Lennon on July 8. After the interview, Staff Management decided not 

to offer Lennon the regional director position. The following day, Staff Management explained 

to Bluestone that Lennon was not a good fit for that position but would be better suited for a 

program manager position that might be available in the future. Kruk conceded that Bluestone 

made no further efforts to place Lennon in the program manager position. However, in 

December 2015, after learning that Staff Management had hired Lennon as a senior program 

manager, Bluestone sent Staff Management an invoice for its placement fee. Kruk testified that 

Bluestone was unable to verify Lennon’s annual salary because Staff Management refused to 
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provide Lennon’s W-2 tax form, so Bluestone calculated the placement fee based on the 

assumption that Lennon’s starting salary was $90,000 per year, which was consistent with the 

salary he earned at his previous job. The invoice stated that overdue payments would be subject 

to a service charge of 2.3% per month. Kruk testified that he attempted to speak with Staff 

Management’s vice president and its accounts payable department about the invoice but received 

no response. Staff Management did not pay any of the amount due on the invoice. 

¶ 6 After Bluestone rested, Staff Management moved for judgment in its favor. Citing the 

rule that a contract generally may not be founded on past consideration, see Johnson v. Johnson, 

244 Ill. App. 3d 518, 528 (1993), Staff Management argued that the parties’ contract was invalid 

because Bluestone had already referred Lennon to Staff Management at the time the parties 

signed the contract on July 29. The trial court denied the motion, noting Kruk’s testimony that a 

prior contract (with identical terms) was in effect when Bluestone rendered its services.

¶ 7 Staff Management then called three witnesses. These witnesses established that, on 

December 1, 2015, without the involvement of Bluestone, Lennon emailed his resume to Bruce 

Kabat, a Staff Management employee who was a former colleague of Lennon’s brother. Kabat 

forwarded Lennon’s resume to Eusebio Islas, a managing director at Staff Management, who in 

turn forwarded the resume to Marty Pittman, an executive director at Staff Management. After 

interviewing Lennon, Pittman hired him as a senior program manager with an annual salary of 

$55,000. According to Pittman and Islas, the senior program manager position was not an 

executive-level position and was “very different” from the regional director position for which 

Bluestone had submitted Lennon. Kabat received an internal referral fee of $1,500 for 

forwarding Lennon’s resume to his supervisors. 
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¶ 8 In closing argument, Bluestone asked the trial court to draw an adverse inference from 

Staff Management’s refusal to produce Lennon’s W-2 form and to conclude that his annual 

salary was $90,000 rather than $55,000, as Staff Management claimed. In addition, Bluestone 

clarified that it was seeking prejudgment interest, not under the Interest Act, but based on the 

2.3% monthly service charge included on its invoice. 

¶ 9 After taking the matter under advisement, the trial court entered judgment for Bluestone, 

awarding it $11,000 plus $10,761.31 in prejudgment interest.

2 The court noted that Bluestone 

was seeking prejudgment interest based on the service charge included on its invoice rather than 

under the Interest Act and thus calculated the interest at the rate of 2.3% per month.3 Staff 

Management timely appealed. 

¶ 10 II. ANALYSIS

¶ 11 Staff Management challenges the circuit court’s judgment for Bluestone on the breach of 

contract claim and its award of prejudgment interest. Staff Management contends that the circuit 

court erred in denying its motion for a directed finding at the close of Bluestone’s case. In the 

motion, Staff Management argued that it was entitled to judgment in its favor because Bluestone 

failed to prove the existence of a valid contract. “In all cases tried without a jury, [a] defendant 

may, at the close of plaintiff’s case, move for a finding or judgment in his or her favor.” 735 

ILCS 5/2-1110 (West 2018). However, if the trial court denies the motion and the defendant 

“proceed[s] to adduce evidence in support of his or her defense,” then “the motion is waived.” 

Id. Staff Management called witnesses and adduced evidence in support of its defense after the 

2

 The court’s order is silent on the matter, but it apparently found that Lennon’s annual 

first-year salary was $55,000 (as $11,000 is 20% of $55,000). 

3

 Although again not discussed in the court’s order, the court appears to have awarded 

Bluestone prejudgment interest for a period of 30 months. 
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trial court denied its motion for judgment at the close of Bluestone’s case. Staff Management 

thus waived any appellate challenge to the denial of its motion. See Pancoe v. Singh, 376 Ill. 

App. 3d 900, 909 (2007) (“Where a section 2-1110 motion is denied and the defendant thereafter 

presents evidence in his defense, the defendant waives any complaint that the denial of the 

motion was error.”) (internal quotation marks omitted).

¶ 12 To the extent that Staff Management challenges the trial court’s judgment at the close of 

the case, rather than the denial of its midtrial motion, its argument still fails. “To succeed on a 

claim for breach of contract, a plaintiff must plead and prove the existence of a contract, the 

performance of its conditions by the plaintiff, a breach by the defendant, and damages as a result 

of the breach.” Kopley Group V., L.P. v. Sheridan Edgewater Properties, Ltd., 376 Ill. App. 3d 

1006, 1014 (2007). To establish the existence of a valid contract, the plaintiff must prove offer 

and acceptance, definite and certain terms, consideration, and the performance of all necessary 

conditions. Tower Investors, LLC v. 111 East Chestnut Consultants, Inc., 371 Ill. App. 3d 1019, 

1027 (2007). Staff Management contends that the July 29 contract that Bluestone attached to its 

complaint and introduced at trial was not a valid contract because it was not based on adequate 

consideration. In particular, Staff Management argues that the promise it made in that contract to 

pay a placement fee for any hired candidate referred by Bluestone is not enforceable with respect 

to Bluestone’s referral of Lennon because Bluestone had already referred Lennon before the 

parties entered the contract. 

¶ 13 Staff Management correctly notes “the general rule *** that if the alleged consideration 

for a promise has been conferred prior to the promise upon which [the] alleged agreement is 

based, there is no valid contract.” Johnson v. Johnson, 244 Ill. App. 3d 518, 528 (1993). But 
No. 1-18-1647 

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Staff Management overlooks that an exception to that rule applies when “the consideration was 

rendered at the request of the promisor.” Worner Agency, Inc. v. Doyle, 133 Ill. App. 3d 850, 857 

(1985). Kruk’s uncontradicted testimony established that Bluestone searched for, interviewed,

and referred candidates, including Lennon, at Staff Management’s request. Thus, although 

Bluestone referred Lennon to Staff Management prior to the execution of the July 29 contract,

the promise that Staff Management made in that contract (to pay a placement fee for any 

candidate that it hired on a referral from Bluestone) is nevertheless valid and enforceable with 

respect to its hiring of Lennon because Bluestone’s consideration (its referral of Lennon) was 

rendered at Staff Management’s request.

¶ 14 Alternatively, even if the July 29 contract were unenforceable, Kruk testified (again 

without contradiction) that the parties had an earlier contract, with identical terms, that covered 

the time period at issue here. In particular, Kruk testified that the parties operated under a series 

of contracts during their years-long relationship and that the July 29 contract was simply “a 

continuation” of a prior contract that was in effect in June 2015, at the time that Staff 

Management requested Bluestone’s assistance in identifying candidates for the regional director 

position. The existence of a contract and its terms are questions of fact to be resolved by the trier 

of fact. Hedlund & Hanley, LLC v. Board of Trustees of Community College District No. 508, 

376 Ill. App. 3d 200, 205 (2007). Following a bench trial, the trial court’s factual findings “will 

not be reversed unless they are against the manifest weight of the evidence,” which occurs only 

if the findings are “unreasonable, arbitrary, or not based on evidence” or “when an opposite 

conclusion is apparent” from the record. Id. In light of Kruk’s unrebutted testimony, it was not 
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against the manifest weight of the evidence for the trial court to find that a contract between the 

parties existed in June 2015 and that it contained terms identical to those of the July 29 contract. 

¶ 15 Staff Management next argues that, even if the parties’ contract is valid, Bluestone is not 

entitled to a placement fee under the contract’s terms because it was not a “motivating force” for 

Staff Management’s decision to hire Lennon. “The interpretation of contracts generally is subject 

to a de novo standard of review, but the factual findings that inform this interpretation are given 

deference on review and are to be reversed only where they are against the manifest weight of 

the evidence.” Wiczer v. Wojciak, 2015 IL App (1st) 123753, ¶ 33. Likewise, “[w]hether a party 

to a contract rendered substantial performance is a question of fact, and the trial court’s 

determination of that issue will not be disturbed unless it is against the manifest weight of the 

evidence.” LB Steel, LLC v. Carlo Steel Corp., 2018 IL App (1st) 153501, ¶ 37. 

¶ 16 At the outset, we note that no provision of the parties’ contract conditions Bluestone’s 

entitlement to a placement fee on it having been a “motivating force” for Staff Management’s 

decision to hire a candidate. Rather, the contract obligates Staff Management to pay Bluestone a 

placement fee if Staff Management “hire[s], directly or indirectly, for any position” a candidate 

referred to it by Bluestone, so long as the candidate is hired within one year of the date of 

referral. Staff Management does not dispute that Bluestone referred Lennon to it and that it hired 

Lennon within one year of the date of that referral. Nevertheless, Staff Management contends 

that Bluestone is not entitled to a placement fee under the contract because it failed to satisfy 

four additional criteria identified in Snedden v. General Radiator Division of Chromalloy 

American Corp., 111 Ill. App. 3d 128 (1982), and Vinzenz v. Hintzsche Fertilizer, Inc., 336 Ill. 

App. 3d 468 (2003). We need not decide whether the criteria identified in those cases are implicit 
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terms of the parties’ contract because we conclude that, even if they are, the evidence at trial 

supports a finding that Bluestone satisfied them.

¶ 17 In Snedden, the defendant contacted the plaintiff recruiting firm seeking applicants for an 

open position. 111 Ill. App. 3d at 130. The recruiting firm submitted a list of five candidates to 

the defendants. Id. One of those candidates, Dale Bonnema, had recently accepted an offer of 

employment with another company, General Thermo, but told the recruiter that he would sit for 

an interview with the defendant as a courtesy. Id. The defendant conducted a short interview 

with Bonnema but did not offer him a job. Id. Several months later, an employee at General 

Thermo sent Bonnema’s resume to the defendant after Bonnema expressed interest in working 

for the defendant. Id. After interviewing Bonnema again, the defendant hired him. Id. In a suit by 

the plaintiff to recover its standard placement fee from the defendant, the trial court heard 

evidence of an established custom in the recruiting industry “that an employer will pay a fee to a 

recruiter for any employee who is hired by the employer within one year of being referred to the 

employer by the recruiter” if four criteria are satisfied: “(1) the [recruiting] agency must have 

discussed the applicant with the employer; (2) the employer [must have] agreed to interview the 

applicant; (3) the applicant [must have] agreed to interview with the employer; and (4) the 

[recruiting] agency or the employer must have set the arrangements in motion for the interview.” 

Id. at 131. In reversing the trial court’s judgment for the defendant, the Fourth District held that 

the plaintiff recruiting firm was entitled to its standard placement fee under industry custom

because it referred Bonnema to the defendant, the defendant agreed to interview Bonnema, and 

“an interview, perfunctory as it may have been, actually took place.” Id. at 132. 
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¶ 18 The Second District applied the same industry custom in Vinzenz. There, in response to a 

request for applicants, the plaintiff recruiting firm sent the defendant the resume of a potential 

candidate, Larry Kakacek. 336 Ill. App. 3d at 470. The defendant advised the plaintiff recruiting 

firm that it was not interested in Kakacek and did not schedule an interview with him. Id. A few 

weeks later, a different recruiting firm sent Kakacek’s resume to the defendant. Id. This time the 

defendant agreed to interview Kakacek and eventually hired him, thereafter paying a placement 

fee to the second recruiting firm. Id. The plaintiff recruiting firm sued to collect its placement fee 

for referring Kakacek to the defendant. Id. at 471. The trial court granted summary judgment for 

the defendant, and the Second District affirmed. The appellate court held that the plaintiff 

recruiting firm was not entitled to a placement fee because it “met only one of the four Snedden

criteria.” Id. at 475. Although the plaintiff discussed Kakacek with the defendant, it “did nothing 

to satisfy” the remaining criteria, such as arranging an interview between Kakacek and the 

defendant. Id.

¶ 19 Staff Management asserts that the facts here are “nearly identical” to those in Vinzenz. 

We do not find this contention persuasive. In Vinzenz, the plaintiff recruiting firm did nothing 

more than submit the candidate’s resume to the defendant. Bluestone, by contrast, not only 

referred Lennon to Staff Management but also arranged for Staff Management to interview him. 

Moreover, Staff Management and Lennon both agreed to the interview and the interview actually 

took place. This case is thus far more like Snedden, where the appellate court found that the 

recruiting firm was entitled to a placement fee. Staff Management notes that Bluestone did not 

submit Lennon’s resume or arrange his interview for the program manager position that Staff 

Management ultimately hired him to fill. Thus, according to Staff Management, Bluestone is not 
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entitled to a placement fee because it “was not the ‘motivating force’ in getting Gary Lennon a 

job at [Staff Management].” But the parties’ contract states that a placement fee is due if Staff 

Management “hire[s]” a referred candidate “directly or indirectly, for any position.” It does not 

require that Staff Management hire the candidate for the same (or even a similar) position for 

which Bluestone referred him. Nor does the contact or the case law support Staff Management’s

interpretation of the “motivating force” test. Vinzenz did not hold that a recruiting firm must have 

been the motivating force behind the employer’s hiring decision, as Staff Management suggests, 

but rather “the motivating force in satisfying the [Snedden] criteria.” Vinzenz, 336 Ill. App. 3d at 

475. The evidence here was more than sufficient to establish that Bluestone was the motivating 

force in satisfying the Snedden criteria. We cannot say that the trial court’s judgment for 

Bluestone was against the manifest weight of the evidence.

¶ 20 Finally, Staff Management contends that the trial court erred in awarding Bluestone 

prejudgment interest at a rate of 2.3% per month. We generally accord deference to a trial court’s 

decision to award prejudgment interest and “will not disturb [its] findings of fact pertinent to 

prejudgment interest unless those findings are contrary to the manifest weight of the evidence.” 

Milligan v. Gorman, 348 Ill. App. 3d 411, 416 (2004). Whether an award of prejudgment interest

is legally authorized, however, presents a question of law that we review de novo. Id.

¶ 21 In actions at law, such as this breach of contract dispute, prejudgment interest is 

recoverable only if authorized by statute or the agreement of the parties. See Kouzoukas v. 

Retirement Board of the Policemen’s Annuity & Benefit Fund of the City of Chicago, 234 Ill. 2d 

446, 474 (2009); Continental Casualty Co. v. Commonwealth Edison Co., 286 Ill. App. 3d 572,

579-81 (1997). Section 2 of the Interest Act authorizes prejudgment interest “for all moneys after 
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they become due on any bond, bill, promissory note, or other instrument of writing,” 815 ILCS 

205/2 (West 2018), including a contract. See Kouzoukas, 234 Ill. 2d at 476; New Hampshire 

Insurance Co. v. Hanover Insurance Co., 296 Ill. App. 3d 701, 708 (1998). But the Interest Act 

sets the rate of prejudgment interest at 5% per year, see 815 ILCS 205/2 (West 2018), not 2.3% 

per month (which amounts to an annual interest rate in excess of 31%).4 Thus, even if Bluestone 

were entitled to prejudgment interest under the Interest Act, that statute cannot support the

exorbitant amount of interest awarded by the trial court. Regardless, as we previously noted, 

Bluestone waived its right to prejudgment interest under the Interest Act by expressly 

disclaiming reliance on the statute in the trial court. See In re Estate of Feinberg, 2014 IL App 

(1st) 112219, ¶ 115.

¶ 22 Bluestone’s sole argument in the trial court (as it is on appeal) was that prejudgment 

interest was due at a rate of 2.3% per month because the invoice it sent to Staff Management 

provided for a monthly service charge in that amount on any overdue payment. But there is no 

evidence in the record that the parties agreed to those terms. The parties’ contract obligated Staff 

Management to pay any required placement fee for a hired candidate within 30 days after the 

date of hire, but it made no provision for interest or service charges on late payments. At trial, 

Kruk merely testified that Bluestone sent Staff Management the invoice and tried to discuss the 

matter with several of its agents but received no response. There was no testimony or evidence

that would support a finding that Staff Management agreed to pay any interest or service charge.

4 At a rate of 5% per year, compounded monthly over a period of 30 months, the amount 

of prejudgment interest here would have been approximately $1,500, not the $10,761.31 that the 

trial court awarded.
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Accordingly, the trial court’s decision to award prejudgment interest based on the service charge 

included on the invoice was against the manifest weight of the evidence and must be vacated.

¶ 23 III. CONCLUSION

¶ 24 For the foregoing reasons, we vacate the circuit court’s award of prejudgment interest but 

affirm its judgment in all other respects.

¶ 25 Affirmed in part and vacated in part.