IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

ALHIX OYOQUE, ENRIQUE CHAVEZ, 

and EMMA SHEIKH, individually and on 

behalf of all others similarly situated,

Plaintiffs,

v.

DEPAUL UNIVERSITY,

Defendant.

Case No. 1:20-cv-3431

Judge: Matthew Kennelly

Magistrate: M. David Weisman

PLAINTIFFS’ REPLY IN SUPPORT OF THEIR MOTION FOR LEAVE TO FILE

SECOND AMENDED CLASS ACTION COMPLAINT

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TABLE OF CONTENTS

INTRODUCTION .......................................................................................................................... 1

ARGUMENT.................................................................................................................................. 3

I. THE SAC IDENTIFIES THE SPECIFIC PROMISES THAT DEPAUL MADE TO EACH 

OF THE PLAINTIFFS, THUS ALLOWING PLAINTIFFS LEAVE TO AMEND TO 

ASSERT A BREACH CONTRACT CLAIM WOULD NOT BE “FUTILE”....................... 3

A. DePaul’s Argument That It Was Permitted To Unilaterally Modify The Contract 

With Its Students Is Untimely And Irrelevant To The Motion To Amend................ 6

B. Whether Defendant’s Conduct Was Arbitrary, Capricious, Or In Bad Faith Is 

Irrelevant To Plaintiffs’ Breach Contract Claim........................................................ 8

II. PLAINTIFFS’ AMENDED UNJUST ENRICHMENT CLAIM IS NOT FUTILE ........... 8

III. PLAINTIFFS PROPERLY SEEK RECOVERY OF UNREFUNDED FEES ................ 9

CONCLUSION............................................................................................................................... 9

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TABLE OF AUTHORITIES

Cases

Balabanos v. North Am. Inv. Group, Ltd.,

708 F.Supp. 1488 (N.D. Ill. 1988).............................................................................................. 6

Bergeron v. Rochester Inst. of Tech., No. 20-CV-6283 (CJS),

2020 WL 7486682 (W.D.N.Y. Dec. 18, 2020)....................................................................... 7, 9

Bridget McCarthy v. Loyola Marymount Univ.,

No. 220 CV 04668 -SBJ EMX, 2021 WL 268242 (C.D. Cal. Jan. 8, 2021).............................. 7

CITGO Petroleum Corp. v. Integrys Energy Servs., Inc.,

No. 10 C 4743, 2012 WL 2129402 (N.D. Ill. June 12, 2012) .................................................... 5

Doyle v. Holy Cross Hosp.,

289 Ill. App. 3d 75 (1997) .......................................................................................................... 6

Finnegan v. Baldwin,

No. 20-CV-218-DWD, 2020 WL 6583091 (S.D. Ill. Nov. 10, 2020)........................................ 3

Galligan v. Adtalem Glob. Educ. Inc.,

No. 17 C 6310, 2019 WL 423356 (N.D. Ill. Feb. 4, 2019)......................................................... 5

Hiatt v. Brigham Young Univ.,

No. 1:20-CV-00100-TS, 2021 WL 66298 (D. Utah Jan. 7, 2021) ............................................ 5

Ibrahim v. Stericycle, Inc., No. 16 C 4294,

2017 WL 11562210 (N.D. Ill. June 27, 2017)........................................................................ 3, 4

In re: University of Miami COVID-19 Tuition and Fee Refund Litigation,

No. 20-22207-CIV, 2021 WL 1251139 (S.D. Fla. Mar. 5, 2021) .............................................. 9

Metzner v. Qunnipiac Univ.,

2021 WL 1146922 (D. Conn. Mar. 25, 2021) ........................................................................ 7, 9

Nguyen v. Stephens Inst.,

No. 20-CV-04195-JSW, 2021 WL 1186341 (N.D. Cal. Mar. 30, 2021).................................... 5

Omoro v. Brandeis Univ.,

No. CV 20-11021-NMG, 2021 WL 1408115 (D. Mass. Apr. 13, 2021)................................ 7, 9

Patel v. University of Vermont and State Agricultural College,

2021 WL 1049980 (D. Vt. Mar. 15, 2021)................................................................................. 7

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Penn v. Ryan’s Family Steak Houses, Inc.,

269 F.3d 753 (7th Cir. 2001) ...................................................................................................... 6

Saroya v. Univ. of the Pacific,

2020 WL 7013598 (N.D. Cal. Nov. 27, 2020) ........................................................................... 7

Spano v. Boeing Co.,

No. 3:06-CV-00743 DRH, 2008 WL 11333702 (S.D. Ill. Aug. 22, 2008) ................................ 3

Wigod v. Wells Fargo Bank, N.A.,

673 F.3d 547 (7th Cir. 2012) ...................................................................................................... 6

Wilson v. Illinois Benedictine College,

112 Ill.App.3d 932 (1983) .......................................................................................................... 8

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INTRODUCTION

Plaintiffs’ proposed Second Amended Class Action Complaint (the “SAC”) identifies

specific contractual promises made to Plaintiffs that Defendant DePaul University (“DePaul”) 

breached. Accordingly, the Court should allow Plaintiffs to file the SAC which alleges all of the 

elements of a breach of contract: (1) the existence of a valid and enforceable contract; (2) 

substantial performance by the plaintiff; (3) a breach by the defendant; and (4) resultant 

damages. Sevugen v. Direct Energy Servs., LLC, 931F. 3d 610, 614 (7th Cir. 2019).

The SAC identifies specific contractual promises that DePaul made to Plaintiff Enrique 

Chavez. The SAC specifies that Mr. Chavez enrolled in and paid to attend PSY 574, the final 

segment of a year-long, in-person practicum course for clinical students. DePaul specifically 

promised Mr. Chavez that PSY 574 would be held at DePaul’s Family and Community Service 

Center, a specific location on DePaul’s campus. SAC ¶ 23.1 DePaul further promised Mr. Chavez 

that PSY 395, a fieldwork/internship course in which he enrolled, would be held in-person at an 

“internship site” so that he would receive “real-world practice” and “engagement in [his] 

community.” Id. ¶ 25. The SAC alleges that DePaul also promised Mr. Chavez that PSY 361

would be taught in a specified physical classroom located on DePaul’s campus. Id. ¶¶ 20-21, 26.

The SAC alleges that DePaul breached all of those promises and failed to refund any portion of 

the money Mr. Chavez paid DePaul for his Spring 2020 classes. Id. ¶ 24.

The SAC alleges that DePaul promised Plaintiff Emma Sheikh that the Elementary 

Education courses in which she enrolled and for which she paid would “take place primarily in 

person on the Lincoln Park campus.” Id. ¶ 31. The SAC alleges that DePaul specifically 

promised that the classes in which Ms. Sheikh enrolled in Spring 2020 would take place in1 DePaul’s promise was consistent with the historical practice for PSY 574 which had been held 

at that location earlier in the year. Id.

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person and not online. Id. ¶ 32. DePaul promised it would provide Ms. Sheikh with a “supervised 

field experience” in TL 583, which DePaul represented was a “field-based course” that would 

take place “at school sites.” DePaul failed to provide Ms. Sheikh with any supervised field 

experiences at school sites during the Spring 2020, thus breaching its promise to her. Id. ¶ 33.2

The SAC alleges that DePaul specifically promised Plaintiff Alhix Oyoque that DePaul 

would hold her Spring 2020 classes in specified physical locations on DePaul’s campus. Id. ¶¶ 

14-15. DePaul promised Ms. Oyoque that she would be taught in-person, by hands-on teachers, 

that DePaul would provide her with “access to the latest instrumentation and modern laboratory 

facilities,” and physical access to buildings on DePaul’s campus. Id. ¶¶ 9-12. The SAC specifies 

that DePaul promised that the Bio 250 Cell Biology class in which Ms. Oyoque enrolled would 

be held in a laboratory on-campus, a promise it breached. Id. ¶ 14.

The SAC alleges that DePaul offered students the ability to take on-line classes (id. ¶¶ 

72-74) but none of the Plaintiffs enrolled in any class that was taught remotely or through on-line 

means, opting instead to pay for in-person classes at specified physical locations where they 

would have in-person access to instructors. Id. ¶ 13, 75.

The Court should grant Plaintiffs’ motion for leave to amend the pleadings because the 

SAC addresses the issues that formed the basis for this Court’s dismissal of the breach of 

contract claim in Plaintiffs’ First Amended Complaint (the “FAC”).

3 Moreover, in accordance 

2 Likewise, DePaul promised that it would provide Ms. Sheikh with fieldwork and clinical 

experiences and in-person learning in TL 413, 416, and 419 that it did not provide. Id. ¶¶ 34-36.

3 See ECF 30, Motion to Dismiss Opinion and Order at 7, n.3 (“MTD Op.”) noting that Plaintiffs 

did not allege that they took any of the courses referenced in the FAC); id. at n.4 (noting that 

Plaintiffs did not allege that they were denied “certain opportunities for experiential learning 

(e.g., clinical studies and externships”).

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with the Federal Rules, leave to amend should be “freely granted” “except in cases of delay, bad 

faith, or where prejudice to the opposing party would result.”

4

Contrary to DePaul’s contentions, it would not be “futile” to allow Plaintiffs’ leave to 

amend since the SAC alleges the specific promises that were made to each of the Plaintiffs for 

in-person classes that were not specified in the FAC. A motion to amend “should only be denied 

on the ground of futility when the proposed amendment is clearly insufficient or frivolous on its 

face.” Ibrahim v. Stericycle, Inc., No. 16 C 4294, 2017 WL 11562210, at *1 (N.D. Ill. June 27, 

2017) (citation omitted) (granting leave to amend). Here, Plaintiffs’ SAC identifies on its face 

specific promises that DePaul made to the Plaintiffs and breached.

ARGUMENT

I. THE SAC IDENTIFIES THE SPECIFIC PROMISES THAT DEPAUL MADE TO 

EACH OF THE PLAINTIFFS, THUS ALLOWING PLAINTIFFS LEAVE TO 

AMEND TO ASSERT A BREACH CONTRACT CLAIM WOULD NOT BE 

“FUTILE”

Leave to amend would not be futile because Plaintiffs’ SAC cures the deficiencies 

identified in the Court’s opinion and order granting Defendants’ motion to dismiss the FAC’s 

breach of contract claims. Plaintiffs have added detailed allegations that sufficiently plead the 

existence of a contract between Plaintiffs and DePaul for in-person instruction and access to 

DePaul’s on-campus resources. 

The SAC specifies the courses in which each Plaintiff enrolled during the Spring 2020 

term, along with specific promises made by DePaul that those courses would be administered in4

Spano v. Boeing Co., No. 3:06-CV-00743 DRH, 2008 WL 11333702, at *2 (S.D. Ill. Aug. 22, 

2008); see also Finnegan v. Baldwin, No. 20-CV-218-DWD, 2020 WL 6583091, at *1 (S.D. Ill. 

Nov. 10, 2020) (granting leave to amend).

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person, not online. SAC ¶¶ 9-39.5 The SAC also identifies various in-person experiential 

learning opportunities that DePaul promised Mr. Chavez, Ms. Sheikh, and Ms. Oyoque, but 

failed to provide them. Id. Together, these allegations sufficiently identify a contractual promise 

for in-person education and campus access that DePaul breached.

For example, the SAC alleges that Mr. Chavez registered and paid for a specific class –

PSY 574 – a course that DePaul promised would provide Mr. Chavez with a practicum 

experience at a specified location on DePaul’s Lincoln Park campus. SAC ¶¶ 23-24. A 

“practicum” is defined by Merriam-Webster’s dictionary as a course “that involves the 

supervised practical application of previously studied theory.”6 The SAC alleges that DePaul did 

not provide the promised practical experience, breaching its contract with Mr. Chavez. Id. ¶ 24.

7

Defendant’s argument that the SAC’s detailed allegations – including thorough 

references to Defendant’s University Handbook – do not sufficiently state a viable contract for 

in-person instruction to survive a motion to dismiss are unpersuasive.8In response to Plaintiffs’ 

5

In fact, DePaul represented that the courses needed to complete Ms. Oyoque’s undergraduate 

degree program had to be completed in-person and were not available online. Id. ¶ 13.

6 https://www.merriam-webster.com/dictionary/practicum

7 Regarding Plaintiff Oyaque’s allegations in the SAC, Defendant repeatedly references the BIO 

250 syllabus attached as Exhibit 7 to Plaintiffs’ SAC, which it attempts to brush aside by 

characterizing as a “twenty-year old syllabus.” Opp. at 1, 4-5. In fact, Plaintiffs’ Complaint 

acknowledged that the syllabus was from “previous years” and was meant to highlight that labs 

in a class like BIO 250 are “a significant part of the course.” SAC ¶ 14. Likewise, the 2020 

syllabus attached as Exhibit A to Defendant’s opposition similarly emphasizes that labs play an 

important role in classes likes BIO 250. ECF No. 35-1 at 5 (“Labs are intended to help reinforce 

some of the principles described in lecture; develop proficiency and familiarity in some types of 

lab techniques; and help you develop both analytical reasoning and data presentation skills.”). 

Does Defendant truly contend that its “labs” conducted during remote learning, held alone in the 

apartments of students like Plaintiff Oyoque, are comparable to labs conducted in “modern 

laboratory facilities” with “access to the latest instrumentation” and under the supervision of a 

professor? See SAC ¶10. Plaintiff Oyoque continues to maintain that she did not receive the 

education she paid for. See SAC ¶¶ 8-18. 

8 Defendant’s claim that Plaintiffs “doubled down” on marketing materials is unfounded. Opp. at 

3. While the SAC includes additional references to Defendant’s marketing materials, Plaintiffs 

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additional allegations about the specific courses in which Plaintiffs enrolled for the Spring 2020 

term, Defendant appears to concede, as it must, that the SAC has identified several “definite” and 

“concrete promise[s]” of in-person education, not “unenforceable expression[s].” Galligan v. 

Adtalem Glob. Educ. Inc., No. 17 C 6310, 2019 WL 423356, at *6-7 (N.D. Ill. Feb. 4, 2019). 

Rather than arguing that these specified promises are not concrete or enforceable, 

Defendant instead contends that the promises – for example, to provide “classroom instruction” 

and “fieldwork experiences” – are somehow ambiguous. See Opp. at 5-6. Although it should be

crystal clear that students would not receive experiences that DePaul promised would be held at 

a specified clinical locations, or in classrooms, laboratories or in the “field” from their bedroom

over Zoom, if the promises are ambiguous, the Court should look at the course of dealing and 

trade usage of the terms at issue to resolve the ambiguity and not deny Plaintiffs the right to file 

the SAC. See CITGO Petroleum Corp. v. Integrys Energy Servs., Inc., No. 10 C 4743, 2012 WL 

2129402, at *7 (N.D. Ill. June 12, 2012) (finding that where contract terms are susceptible to 

more than one interpretation, courts could consider the parties’ course of performance, prior 

course of dealing, and trade usage in the relevant industry, finding that “[g]enerally, the 

interpretation of ambiguous contract terms is a question of fact for the jury.”). Since the SAC’s 

do not allege that such materials provide the terms of their contract with Defendant. Rather, such 

allegations provide further context of Plaintiffs’ reasonable understanding that their Spring 2020 

term courses would be administered in-person. Indeed, in cases where students have made 

similar contract allegations, several federal courts have found marketing materials and websites 

to be relevant. See, e.g., Nguyen v. Stephens Inst., No. 20-CV-04195-JSW, 2021 WL 1186341, at 

*3-4 (N.D. Cal. Mar. 30, 2021) (denying motion to dismiss breach of contract claim where 

plaintiff alleged that “AAU promised him in-person instruction and access to on-campus services 

through its ‘marketing, advertisements, and other public representations” and in its Enrollment 

Agreement and Spring 2020 Catalog Addendum); Hiatt v. Brigham Young Univ., No. 1:20-CV00100-TS, 2021 WL 66298, at *4 (D. Utah Jan. 7, 2021) (denying motion to dismiss breach of 

contract claim where, in addition to other materials, plaintiff alleged that, in its “website, 

promotional and marketing materials,” defendant repeatedly promoted its in-person educational 

services).

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allegations must be taken as true, with all reasonable inferences drawn in the light most favorable 

to Plaintiffs, Defendant’s narrow reading of Plaintiffs’ claims should be rejected. See Balabanos 

v. North Am. Inv. Group, Ltd., 708 F.Supp. 1488, 1491 n. 1 (N.D. Ill. 1988).

Plaintiffs have alleged sufficient facts to support their contract claim. The SAC identifies 

several definite and concrete statements DePaul made to each Plaintiff, promising that they 

would each receive in-person instruction and experiential learning opportunities during the 

Spring 2020 term. Thus, the Court should grant Plaintiffs’ motion to amend.

A. DePaul’s Argument That It Was Permitted To Unilaterally Modify The 

Contract With Its Students Is Untimely And Irrelevant To The Motion To 

Amend

DePaul argues that it would be futile to allow Plaintiffs to amend because DePaul was 

“contractually allowed to modify the format of its courses” Opp. at 6-8, at its whim and without 

consequence. It is black letter law that although a party to a contract may reserve the right to 

modify a specified term upon the occurrence of a specified event, a provision – like the one 

DePaul cites – purporting to give one party a blanket right to unilaterally modify, breach, or 

cancel a contract for any reason or no reason at all is illusory and unenforceable. See Wigod v. 

Wells Fargo Bank, N.A., 673 F.3d 547, 561 (7th Cir. 2012) (“[W]hen the promisor conditions a 

promise on his own future action or approval, there is no binding offer.”) (emphasis in the 

original and citation omitted); see also Penn v. Ryan’s Family Steak Houses, Inc., 269 F.3d 753, 

759 (7th Cir. 2001) (“An illusory promise, one which ‘by its terms makes performance entirely 

optional with the promisor,’ cannot form the basis for a valid contract[] because ‘a contract is 

unenforceable if it fails to obligate [one party] to do anything’.”) (internal citations omitted); 

Doyle v. Holy Cross Hosp., 289 Ill. App. 3d 75, 79 (1997), aff’d, 186 Ill. 2d 104 (1999) (noting 

that traditional contract principles only “allow parties to modify their contract[] if there is 

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consideration to support the modification” but that “[a] modification solely for the benefit of one 

of the parties is unenforceable”).

Even if such a provision were permissible, the cited modification language does not say 

what DePaul now claims. It does not grant DePaul the ability to modify the format of a course, 

as DePaul claims. Even so, DePaul was not entitled to change the terms of the contract after 

Plaintiffs performed their contractual obligations. Yet, as Plaintiffs specifically allege, Defendant

eliminated the in-person classes and services it was obligated to provide after Plaintiffs 

performed by paying their tuition and fees. See, e.g., SAC ¶¶ 1-3, 8-39. Moreover, sending 

every student home to take classes online is not a mere “modification” or “change,” as Defendant

suggests in its briefing, see Opp. at 8; it is a complete failure to provide students with promised

educational experiences for which they bargained and paid. In any event, it would be improper to 

deny Plaintiffs the opportunity to amend their SAC to state a properly alleged breach of contract 

claim.9 

9 A Vermont district court recently refused to enforce a similar provision in a course catalog in 

Patel v. University of Vermont and State Agricultural College, 2021 WL 1049980 (D. Vt. Mar. 

15, 2021). See id. at *9-11 (“The court will not enforce UVM’s reservation of the right to 

change its educational program to render the contract unenforceable.”). Other courts have 

similarly refused to dismiss cases at the pleadings stage based on a school’s purported unilateral 

right to modify the contract with its students. See, e.g., Metzner v. Qunnipiac Univ., 2021 WL 

1146922, at *10, n. 7 (D. Conn. Mar. 25, 2021) (“[T]he Court deems [] questions as to whether 

the specific terms of the alleged contract permit or preclude Plaintiffs’ recovery improper for 

resolution without further factual development.”); Saroya v. Univ. of the Pacific, 2020 WL 

7013598, at *6 (N.D. Cal. Nov. 27, 2020) (finding that UOP’s arguments regarding its 

“reservation of right to change or modify services ... are more appropriate at the dispositive 

motion stage”); Bridget McCarthy v. Loyola Marymount Univ., No. 220 CV 04668 -SBJ EMX, 

2021 WL 268242, at *5 (C.D. Cal. Jan. 8, 2021) (rejecting LMU’s right to modify argument and 

holding that “this shift to online learning is anything but modest—the promise of learning in a 

dynamic classroom on a bustling and thriving campus full of amenities and planned and 

spontaneous human encounters is not delivered by looking at a computer screen at home”);

Bergeron v. Rochester Inst. of Tech., No. 20-CV-6283 (CJS), 2020 WL 7486682, at *7 

(W.D.N.Y. Dec. 18, 2020) (“The Court is not persuaded at this stage by RIT’s claim that the socalled disclaimer is dispositive of Plaintiffs’ breach of contract claims.”); Omoro et al v. 

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B. Whether Defendant’s Conduct Was Arbitrary, Capricious, Or In Bad Faith 

Is Irrelevant To Plaintiffs’ Breach Contract Claim

DePaul argues that Plaintiffs’ contract claim must fail because it does not allege that 

Defendant acted arbitrarily, capriciously, or in bad faith. Opp. at 8. However, Defendant’s 

attempt to impose this deferential standard – which Illinois courts apply only to “adverse 

decision[s] concerning [a] student,” usually in the context of disciplinary action, Wilson v. 

Illinois Benedictine College, 112 Ill.App.3d 932, 937, 68 (1983) – is (again) improper. Because 

the SAC does not assert that Defendant made any adverse disciplinary decisions against 

Plaintiffs, the Court need not show deference to Defendant’s decision to close its campuses and 

suspend in-person instruction. Rather, all that matters is whether Plaintiffs received the in-person 

education and resources for which they paid and contracted. As the SAC more than adequately 

alleges, Plaintiffs did not.

II. PLAINTIFFS’ AMENDED UNJUST ENRICHMENT CLAIM IS NOT FUTILE

Plaintiffs’ amended unjust enrichment claim is likewise sufficient. DePaul argues that 

this claim, is futile because the Court previously rejected it. Opp. at 8-9. In previously dismissing 

Plaintiffs’ unjust enrichment claim, the Court explained that it was “not persuaded” by Plaintiffs’ 

contention that an unjust enrichment claim can be plead in the alternative when the terms of a 

contract are in dispute, particularly because Plaintiffs cited only one case in support of this 

proposition. MTD Order at 10-11. Plaintiffs can now point to ample authority in support of their 

position. Since the Court issued its MTD ruling, several courts have found that an unjust 

Brandeis Univ., Case No. 1:20-cv-11021-NMG (D. Mass. Apr. 13, 2021) (“Although Brandeis 

has reserved the right to make some changes to its course offerings, this Court cannot, at this 

stage of the litigation, rule as a matter of law that the disclaimer includes the right to convert all 

in-person courses to an online format.”). Likewise, this Court should reject DePaul’s argument 

that it can unilaterally modify its contract with its students at any time.

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enrichment claim can survive a motion to dismiss where the parties disagree as to whether a 

contract for in-person instruction existed. See, e.g., Bergeron, 2020 WL 7486682, at *9 (“The 

Court declines to dismiss Plaintiffs’ unjust enrichment claims at this juncture, as they have 

adequately pled the elements of unjust enrichment and – as noted above in the breach of contract 

discussion – there is a dispute over the existence, scope, or enforceability of the alleged contract 

in this case.”); In re: University of Miami COVID-19 Tuition and Fee Refund Litigation, No. 20-

22207-CIV, 2021 WL 1251139, at *5-6 (S.D. Fla. Mar. 5, 2021) (denying motion to dismiss both 

breach of contract and unjust enrichment claims); Omoro v. Brandeis Univ., No. CV 20-11021-

NMG, 2021 WL 1408115, at *4 (D. Mass. Apr. 13, 2021) (same); Metzner, 2021 WL 1146922, 

at *10 (rejecting argument that plaintiffs “cannot maintain an unjust enrichment claim when they 

have pled the existence of an enforceable contract” finding “the Federal Rules of Civil Procedure 

specifically contemplate and permit a plaintiff to plead in the alternative.”).

III. PLAINTIFFS PROPERLY SEEK RECOVERY OF UNREFUNDED FEES

DePaul’s argument that the Court should not allow leave to amend because the Plaintiffs 

seek the recovery of various fees even though the University agreed to waive certain fees for the 

Spring 2020 Quarter (Opp. at 9-10) is premature. To be clear, Plaintiffs seek recovery only of 

fees that Plaintiffs paid that were not refunded or waived. See, e.g., SAC ¶¶ 93, 111, 113. The 

inclusion of these allegations is consistent with Plaintiffs’ duty to ensure that Plaintiffs and are 

made whole.

CONCLUSION

For the reasons stated herein, Plaintiffs and the Class respectfully request that the Court 

grant Plaintiffs’ Motion for Leave to file a Second Amended Complaint.

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Dated: April 21, 2020 Respectfully submitted,

BERGER MONTAGUE PC

By: /s/ Richard D. Schwartz 

 Richard D. Schwartz

Richard D. Schwartz

Shanon J. Carson

Ellen T. Noteware

1818 Market Street, Suite 3600 

Philadelphia, PA 19103 

Tel: (215) 875-3000 

Fax: (215) 875-4604

rschwartz@bm.net 

scarson@bm.net

enoteware@bm.net

BERGER MONTAGUE PC

E. Michelle Drake

Joseph Hashmall 

43 SE Main Street, Suite 505

Minneapolis, MN 55414

Tel: (612) 594-5999

Fax: (612) 584-4470

emdrake@bm.net

jhashmall@bm.net

BURSOR & FISHER, P.A.

L. Timothy Fisher 

Neal J. Deckant 

1990 North California Blvd., Suite 940

Walnut Creek, CA 94596

Telephone: (925) 300-4455

Facsimile: (925) 407-2700

ltfisher@bursor.com

ndeckant@bursor.com

BURSOR & FISHER, P.A.

Sarah N. Westcot (pro hac vice app. forthcoming)

701 Brickell Ave, Suite 1420

Miami, FL 33131

Telephone: (305) 330-5512

Facsimile: (305) 676-9006

swestcot@bursor.com

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WOLF HALDENSTEIN ADLER FREEMAN 

& HERZ LLC

Carl V. Malmstrom

111 W. Jackson St., Suite 1700

Chicago, IL 60604 

Telephone: (312) 984-0000

malmstrom@whafh.com

Attorneys for Plaintiffs and the Proposed Class

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CERTIFICATE OF SERVICE

The undersigned, an attorney, hereby certifies that on the 21

st day of April, 2021, the 

foregoing Plaintiffs’ Reply In Support of Their Motion For Leave to File Second Amended Class 

Action Complaint was filed electronically with the Clerk of the Court for the United States 

District Court for the Northern District of Illinois, and was served by operation of that Court’s 

electronic filing system on all parties of record.

/s/ Richard Schwartz____________

Richard Schwartz

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