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). 

2020 IL App (3d) 190691 

Order filed November 9, 2020 

____________________________________________________________________________ 

IN THE

APPELLATE COURT OF ILLINOIS

THIRD DISTRICT

2020 

NATIONAL ALLIANCE OF WOUND CARE, )

INC., a not-for-profit corporation, ) 

 ) 

Plaintiff-Appellant, ) 

 ) 

 v. ) 

 ) 

NANCY MORGAN, DONNA SARDINA, ) 

WOUND CARE EDUCATION INSTITUTE, ) 

INC., and WILD ON WOUNDS ) 

PRODUCTIONS, INC., ) 

 ) 

Defendants-Appellees. )

Appeal from the Circuit Court

of the 12th Judicial Circuit, 

Will County, Illinois. 

Appeal No. 3-19-0691 

Circuit No. 18-L-317 

The Honorable 

Raymond E. Rossi, 

Judge, Presiding.

____________________________________________________________________________

JUSTICE LYTTON delivered the judgment of the court. 

Justices Schmidt and Wright concurred in the judgment. 

____________________________________________________________________________

 ORDER 

¶ 1 Held: Trial court erred in dismissing plaintiff’s fraud claim against director and 

 corporation where plaintiff alleged that director created and delivered invoices to 

 plaintiff on behalf of corporation for services corporation did not perform, and 

 plaintiff paid invoices believing they reflected legitimate charges. Trial court 

 properly dismissed all other counts. 

¶ 2 Plaintiff, National Alliance for Wound Care, Inc. (NAWCO), filed a 16-count amended 

complaint against defendant corporations, Wound Care Education Institute, Inc. (WCEI) and Wild 
2 

on Wounds Productions, Inc. (WOW), and their officers, Nancy Morgan and Donna Sardina, 

alleging common law fraud, breach of fiduciary duty, conversion, consumer fraud, conspiracy and 

breach of contract. Defendants filed a motion to dismiss, which the trial court granted, dismissing 

all counts of plaintiff’s complaint. Plaintiff appeals, arguing that the trial court erred in dismissing 

many of its claims. We reverse the trial court’s dismissal of plaintiff’s common law fraud claims 

against Morgan and WCEI, affirm the court’s dismissal of the remaining counts of plaintiff’s 

complaint, and remand for further proceedings. 

¶ 3 BACKGROUND

¶ 4 Plaintiff NAWCO is a Wisconsin non-profit corporation that was incorporated in 2002 by 

defendants Nancy Morgan and Donna Sardina. At its inception, Morgan and Sardina were the sole 

members of NAWCO’s board of directors, and Sardina was its registered agent. The purpose of 

NAWCO is to provide “[e]ducation and credentials for medical personnel in wound injuries.”

NAWCO developed national examinations and certifications in wound care and related medical 

fields. 

¶ 5 Soon after incorporating NAWCO, Morgan and Sardina incorporated a for-profit 

Wisconsin corporation, Wound Care Education Institute, Inc. (WCEI). Morgan and Sardina were 

the sole owners and operators of WCEI. WCEI is in the business of providing training and 

education to medical professionals regarding skin, wound and ostomy care and management. 

WCEI provides courses to assist healthcare workers in preparing for the national certification 

exams developed by NAWCO. 

¶ 6 Morgan also incorporated an Illinois for-profit corporation, Wild about Wounds (WOW). 

Morgan is the president and registered agent of WOW. WOW is owned and operated by Morgan 
3 

and Sardina. WOW provides a national conference and trade show for health care professionals in 

the wound care field. 

¶ 7 In 2010, Morgan hired a bookkeeper, Karen Salutric, for NAWCO. Salutric has worked in 

that position continuously since 2010. Morgan and Sardina were not on NAWCO’s board of 

directors as of 2016 or anytime thereafter. 

¶ 8 In April 2016, Morgan sent an invoice to NAWCO on behalf of WCEI for meeting room 

rentals from January 2012 to April 2016, totaling $243,500. NAWCO paid that invoice upon 

receipt. In September 2017, Morgan sent NAWCO an invoice on behalf of WCEI for meeting 

room rentals from April 2016 to December 2017 for a total of $104,000. NAWCO paid the invoice 

upon receipt. In October 2017, Morgan sent an invoice to NAWCO on behalf of WCEI for 

“Application processing 2002-2006” totaling $300,000. NAWCO paid that invoice upon receipt. 

Finally, in November 2017, Morgan sent NAWCO, on behalf of WCEI, an invoice for 

“Application processing 1/1/2007-12/31/2011” in the amount of $350,000. Upon receipt, 

NAWCO paid the invoice. 

¶ 9 In April 2018, NAWCO filed an 18-count complaint against defendants WCEI, WOW, 

Morgan and Sardina. The complaint alleged fraud, negligence, conversion, and breach of fiduciary 

duty. Defendant Morgan filed a motion to strike the complaint, which the other defendants joined. 

The trial court granted the motion, dismissing the complaint without prejudice. 

¶ 10 In November 2018, NAWCO filed a 16-count first amended complaint, alleging commonlaw fraud against Morgan (count 1), WCEI (count 10), and WOW (count 12); breach of fiduciary 

duty against Morgan (counts 2 and 3) and Sardina (count 7); consumer fraud against Morgan 

(count 4), WCEI (count 11), and WOW (count 13); conversion against Morgan (count 5); 
4 

conspiracy against Sardina (counts 6, 8 and 9), and breach of contract against WCEI (counts 14-

16). 

¶ 11 In count 1, NAWCO alleged that the invoices Morgan submitted on behalf of WCEI in 

April 2016, September 2017, October 2017, and November 2017, to NAWCO, which were 

attached to the complaint as Exhibits A through D, were fraudulent because they contained charges 

for work never performed by WCEI and/or work for which NAWCO had already paid WCEI. 

NAWCO alleged:

“All of the above invoices, attached as Exhibits A-D, constitute false statements 

of material fact upon which Plaintiff relied. Morgan knew the sums detailed on 

Exhibits A-D were not due and owing to WCEI, but created them anyway with 

knowledge of their falsity. This was done with the intent that NAWCO would rely 

on these invoices and *** pay these sums over to Morgan's control. NAWCO 

indeed relied on these invoices, paid them, and incurred damages as a direct and 

proximate result.” 

NAWCO also alleged that WOW submitted charges totaling $583,744.34 to NAWCO from 2006 

to 2015, for expenses that “that have no basis and/or supporting documentation.” NAWCO alleged 

that those charges were “not legitimate” because of “the utter lack of supporting documentation 

for these significant charges.” 

¶ 12 In counts 2 and 3, NAWCO alleged that Morgan was an “agent” and “fiduciary” of 

NAWCO. In count 2, NAWCO alleged that Morgan breached her “fiduciary duty of care to 

NAWCO” by submitting invoices to NAWCO that “caused the NAWCO to overpay WCEI and/or 

WOW.” Count 3 alleged that Morgan breached her “fiduciary duty of loyalty to NAWCO” when 
5 

she “knowingly and intentionally provided invoices to NAWCO which caused the NAWCO to 

overpay WCEI and/or WOW.” 

¶ 13 In counts 4, 11 and 13, NAWCO alleged that Morgan, WCEI and WOW engaged in 

consumer fraud by depriving NAWCO of funds. NAWCO alleged that defendants’ fraud “directly 

involves consumer protection concerns because of NAWCO’s mission and objectives, as well as 

WCEI’s status as a provider of continuing education to health care providers.” 

¶ 14 In count 5, NAWCO alleged that Morgan committed conversion by “wrongfully 

assum[ing] dominion over the NAWCO funds, not just by causing invoices to be submitted to 

NAWCO from WCEI and WOW, but also directly causing NAWCO to pay those invoices by 

exercising defacto [sic] authority and control over NAWCO and its personnel.” NAWCO alleged 

that Morgan ordered NAWCO personnel, specifically Salutric, “to pay Exhibits A-D, thus causing 

funds to be diverted from NAWCO, over which Morgan had defacto [sic] control, to WCEI and 

WOW, over which she had actual ownership and control.” NAWCO alleged that Morgan’s 

“actions have unlawfully taken Plaintiff’s funds which was a conversion.” 

¶ 15 In counts 6, 8 and 9, NAWCO alleged conspiracy against Sardina. In count 6, NAWCO 

asserted a claim of conspiracy to commit fraud, alleging that Sardina “conspired and acted in 

concert with Morgan to defraud NAWCO.” In count 8, NAWCO set forth a claim for conspiracy 

to commit consumer fraud, alleging that Sardina “acted in concert with and/or in agreement with 

Morgan in committing *** [consumer] fraud.” Count 9 was a claim for conspiracy to commit 

conversion. In that count, NAWCO alleged that Sardina “acted in concert with and/or in agreement 

with Morgan in committing *** conversion.” 

¶ 16 In count 7, NAWCO alleged breach of fiduciary duty against Sardina, alleging that Sardina 

was an “agent” and “fiduciary” of NAWCO and that she breached her fiduciary duty of loyalty to 
6 

NAWCO when she “knowingly and intentionally conspired with Morgan to provide invoices to 

NAWCO which caused the NAWCO to overpay WCEI and WOW.” 

¶ 17 In counts 10 and 12, NAWCO alleged fraud against WCEI and WOW. In count 10, 

NAWCO alleged that “Morgan and Sardina were principals of defendant WCEI, and, “[a]s such, 

[d]efendant WCEI is bound by and liable for the fraudulent acts alleged above.” NAWCO alleged 

that “[t]he fraudulent acts of Morgan and/or Sardina were conducted with the knowledge of and 

on behalf of WCEI.” In count 12, NAWCO alleged: “At all relevant times, Defendants Morgan 

and Sardina were principals of Defendant WOW. *** As such, defendant WOW is bound by and 

liable for the fraudulent acts alleged above related to false invoices for amounts claimed to be 

owed by NAWCO to WOW.” NAWCO also alleged that “[t]he actions of Morgan and Sardina are 

imputed” to WOW. 

¶ 18 In counts 14 through 16, NAWCO alleged breach of contract against WCEI. In count 14, 

NAWCO alleged: “On or about 2017, an agreement arose between WCEI and NAWCO whereby 

NAWCO agreed to handle the processing of certain applications.” NAWCO further alleged that 

“[t]he agreement called for NAWCO to be paid $30 per application.” NAWCO alleged that it 

processed 1806 applications in 2017, pursuant to its agreement with WCEI, and demanded 

payment from WCEI, but WCEI refused to pay. As a result, NAWCO alleged that WCEI breached 

the agreement and owed NAWCO $54,180. In count 15, NAWCO alleged that “[o]n or about 

2002, an express agreement was formed between NAWCO and WCEI whereby NAWCO agreed 

to pay WCEI for the processing of certain applications” at a cost of “$30 per application.” 

NAWCO alleged that WCEI breached that agreement by submitting exhibits A and B, which 

contained charges for applications that exceeded the number of applications processed by 

NAWCO for the time periods indicated. In count 16, NAWCO alleged that “[a]t some time after 
7 

WCEI’s incorporation, an agreement was formed whereby NAWCO agreed to reimburse WCEI 

for actual charges incurred by WCEI in connection with the cost of room charges and other charges 

related to educational programs.” NAWCO alleged that exhibits C and D “constitute over billing 

and a breach of WCEI’s agreement with NAWCO.”

¶ 19 Defendants filed a motion to dismiss NAWCO’s first amended complaint. The trial court 

granted the motion, entering an order dismissing counts 2 to 13 with prejudice and counts 1, 14, 

15 and 16 without prejudice but ordering NAWCO to obtain court approval before refiling count 

1. The court further ordered that any amended complaint be limited to 50 paragraphs. 

¶ 20 Thereafter, NAWCO filed a second amended complaint. Counts 14 and 15 alleged breach 

of contract against WCEI. Defendants filed a motion to dismiss, which the trial court granted, 

dismissing the breach of contract counts with prejudice. NAWCO sought leave to file a third 

amended complaint to add an unjust enrichment claim but later withdrew that request. 

¶ 21 ANALYSIS 

¶ 22 NAWCO appeals the trial court’s dismissal of its first amended complaint. Specifically, 

NAWCO alleges that the trial court erred in dismissing the counts alleging common law fraud 

(counts 1, 10 and 12), breach of fiduciary duty (counts 2, 3 and 7), conversion (count 5), conspiracy 

(counts 6 and 9) and breach of contract (count 14). 

¶ 23 A motion to dismiss filed pursuant to section 2-615 of the Code of Civil Procedure (Code) 

(735 ILCS 5/2–615 (West 2020)) “attacks the legal sufficiency of a complaint; its purpose is to 

raise defects apparent on the face of the pleadings.” Hartmann Realtors v. Biffar, 2014 IL App 

(5th) 130543, ¶ 14. In reviewing a section 2-615 motion to dismiss, the court must determine 

“whether the complaint sufficiently states a cause of action.” Jackson v. Michael Reese Hospital 

& Medical Center, 294 Ill. App. 3d 1, 9 (1997). The question presented by a section 2-615 motion 
8 

is whether the allegations of the complaint, taking all well-pleaded facts as true and considering 

them in a light most favorable to the plaintiff, are sufficient to establish a cause of action upon 

which relief may be granted. Chandler v. Illinois Central R.R. Co., 207 Ill.2d 331, 348 (2003). The 

complaint must be construed liberally and should only be dismissed when it appears that the 

plaintiff cannot recover under any set of facts. Tedrick v. Community Resource Center, Inc., 235 

Ill.2d 155, 161 (2009). However, the plaintiff must allege sufficient facts to bring a claim within a 

legally recognized cause of action. Id. Our standard of review is de novo. Chandler, 207 Ill.2d at 

349. 

¶ 24 I. Fraud

¶ 25 The elements of common-law fraud are: (1) a false statement of material fact; (2) the 

defendant knew the statement was false; (3) the defendant intended that the statement induce the 

plaintiff to act; (4) the plaintiff relied upon the truth of the statement; and (5) the plaintiff suffered 

damages from his reliance on the statement. Connick v. Suzuki Motor Co., Ltd., 174 Ill.2d 482, 496 

(1996). A complaint for common-law fraud “must allege, with specificity and particularity, facts 

from which fraud is the necessary or probable inference, including what misrepresentations were 

made, when they were made, who made the misrepresentations and to whom they were made.” Id.

at 496-97. “Conclusory allegations are insufficient.” Aasonn, LLC v. Delaney, 2011 IL App (2d) 

101125, ¶ 28. 

¶ 26 A fraud claim can be based on false representations that the defendant completed certain 

tasks. See id. ¶ 32. Invoices themselves constitute misrepresentations of fact where they contain 

charges for work not actually performed or items not actually provided by the defendant to the 

plaintiff. See id. ¶ 31; Calvetti v. Antcliff, 346 F.Supp. 2d 92, 101 (D.C. 2004); Northern Indiana 
9 

Steel Supply Co. v. Cozzi, 727 F.Supp. 393, 396 (N.D. Ill. 1989); Braselton Bros., Inc. v. Better 

Maid Dairy Products, Inc., 150 S.E.2d 620, 622 (Ga. 1966). 

¶ 27 In Cozzi, the court held that the plaintiff stated a cause of action for common-law fraud 

under Illinois law based on the following alleged facts: 

“Defendants knowingly made a false statement of material fact when invoices were 

submitted to NISSCO claiming that the defendants had delivered 2,000 gross tons 

of black clips to Burns Baling. The very purpose of these invoices was to induce 

NISSCO to rely on the invoices and issue payment for materials which were not 

received. NISSCO relied on these invoices and issued checks to the defendants in 

the amount of $154,759.90. Plaintiff’s reliance was justified, as these invoices 

correlated to weight tickets and purchase contracts that created the appearance that 

a legitimate, actual delivery of materials had occurred. NISSCO sustained damage, 

as it paid for materials it never received.” Cozzi, 727 F. Supp. at 396. 

 “Corporations are intangible creations.” Franklin Life Insurance Co. v. People ex rel. 

Yancey, 103 Ill. App. 554, 559 (1902). “They act only through their living representatives.” Id. 

“What these representatives do in the transaction of the business of the corporation the corporation, 

in law, is held to have done.” Id. Corporations can be held liable for the acts of their agents

performed within the scope of their agency. See McNerney v. Allamuradov, 2017 IL App (1st) 

153515, ¶ 75. A claim for vicarious liability of a corporate principal should not be dismissed where 

the plaintiff fails to specifically allege that an agent acted in the scope of his agency if a reasonable 

inference can be drawn from the well-pleaded facts that the agent was so engaged. See Gregor by 

Gregor v. Kleiser, 111 Ill. App. 3d 333, 338 (1982). 
10 

¶ 28 When a cause of action is based on vicarious liability, a claim against the principal 

corporation fails if the claim against the agent fails. See Billstrom v. Triple Tread Tire Co., 220 

Ill. App. 550, 553 (1921). “[T]he dismissal of an agent generally compels dismissal of any 

vicarious liability claim against the principal.” DeLuna v. Treister, 185 Ill. 2d 565, 581 (1999)

(citing Restatement (Second) of Judgments § 51 (1982)). 

¶ 29 A. Fraud claim against Morgan 

¶ 30 Here, NAWCO alleged that four invoices submitted by Morgan contained false statements 

in that the sums detailed on the invoices were “not due and owing to WCEI.” NAWCO alleged 

that the first invoice, which reflected an amount due of $350,000 for applications WCEI allegedly 

processed from 2007 to 2011, was false because NAWCO had already paid for the processing of 

those applications. With respect to the second invoice containing application-processing fees for 

10,000 applications from 2002 to 2006, NAWCO alleged that the charges contained therein were 

false because (1) the total applications processed by WCEI during those years totaled only 2749, 

and (2) NAWCO already paid WCEI for the processing of those applications. NAWCO alleged 

that the third and fourth invoices, which contained room rental charges from 2012 to 2017, were

also false because they did not reflect the amounts actually charged WCEI but contained charges 

that were greatly inflated. NAWCO sufficiently alleged that the invoices themselves constituted 

false representations because they contained charges for services that WCEI never performed and 

had no right to collect from NAWCO. See Delaney, 2011 IL App (2d) 101125, ¶ 31; Calvetti, 346 

F.Supp. 2d at 101; Cozzi, 727 F.Supp. at 396; Braselton Bros., Inc, 150 S.E.2d at 622. 

¶ 31 NAWCO further alleged that (1) Morgan had knowledge of the falsity of the invoices; (2) 

Morgan created and sent the invoices to NAWCO “with the intent that NAWCO would rely on 

them” and pay them; (3) NAWCO relied on the invoices and paid them; and (4) NAWCO “incurred 
11 

damages as a direct and proximate result.” These allegations were sufficient to state a cause of 

action for fraud against Morgan. See Cozzi, 727 F. Supp. at 396. Thus, the trial court erred in 

dismissing this count with respect to the four invoices Morgan sent on behalf of WCEI. 

¶ 32 With respect to the allegedly fraudulent charges Morgan submitted on behalf of WOW, 

NAWCO failed to state a cause of action for fraud. NAWCO alleged that the charges were “not 

legitimate” because they were submitted without “supporting documentation.” However, unlike 

the invoices from WCEI, NAWCO failed to allege that WOW’s charges consisted of false 

statements of material fact. Absent such an allegation, NAWCO failed to state a claim for fraud 

for the charges Morgan submitted to NAWCO on behalf of WOW. See Delaney, 2011 IL App 

(2d) 101125, ¶¶ 31-32. 

¶ 33 B. Fraud claim against WCEI

¶ 34 In count 10, NAWCO alleged that Morgan is a “principal” of WCEI and, therefore, 

WCEI is responsible for her fraudulent acts. NAWCO further alleged that Morgan committed the 

allegedly fraudulent acts set forth in count 1 on behalf of WCEI and with WCEI’s knowledge. In 

other paragraphs of its complaint, NAWCO alleged that Morgan was “in control of how billing 

was performed” and “responsible for directing the billing” of WCEI. However, NAWCO failed to 

allege that Morgan committed the allegedly fraudulent acts in the scope of her agency, a 

requirement for establishing vicarious liability against WCEI. See McNerney, 2017 IL App (1st) 

153515, ¶ 75. 

¶ 35 Nevertheless, NAWCO alleged that Morgan was “in control of” and “responsible for” 

WCEI’s billing. Therefore, a reasonable inference can be drawn from the facts NAWCO pleaded 

that Morgan was acting in the scope of her agency with WCEI when she sent the allegedly 

fraudulent invoices. Thus, the trial court erred in dismissing this count. See Kleiser, 111 Ill. App. 
12 

3d at 338 (court should not dismiss vicarious liability claim against principal for plaintiff’s failure 

to allege that agent was acting in the scope of his agency where reasonable inference can be drawn 

from facts that he was so acting). 

¶ 36 C. Fraud claim against WOW

¶ 37 In count 12, NAWCO alleged that Morgan is an agent of WOW and committed allegedly 

fraudulent acts on behalf of WOW. As set forth above, NAWCO’s allegations against Morgan 

with respect to the charges she submitted on behalf of WOW were insufficient, as a matter of law, 

to state a claim for fraud. Because NAWCO failed to state a claim for fraud against Morgan with 

respect to WOW’s charges, NAWCO’s fraud claim against WOW, based on Morgan’s actions, 

likewise fails. See DeLuna, 185 Ill. 2d at 581 (dismissal of claim against agent compels dismissal 

of vicarious liability claim against principal). The trial court properly dismissed this count. 

¶ 38 II. Breach of fiduciary duty 

¶ 39 To state a claim for breach of fiduciary duty, the plaintiff must allege the following: “(1) 

that a fiduciary duty exists; (2) that the fiduciary duty was breached; and (3) that such breach 

proximately caused the injury of which the party complains.” Lawler v. North American Corp. of 

Illinois, 2012 IL 112530, ¶ 69. 

¶ 40 A fiduciary duty may arise as a matter of law from a particular relationship. Martin v. State 

Farm Mutual Automobile Insurance Co., 348 Ill. App. 3d 846, 850 (2004). The existence and 

scope of the fiduciary relationship duty an individual owes to a corporation depends on the status 

of the individual claimed to owe the duty. See e.g. Veco Corp. v. Babcock, 243 Ill. App. 3d 153, 

160-61 (1993) (contrasting fiduciary duty owed by an employee with that of an officer). A 

fiduciary relationship may exist between a corporation and its employee. See Advantage Marketing 

Group v. Keane, 2019 IL App (1st) 181126, ¶¶ 27-33. Corporate officers and directors owe a 
13 

fiduciary duty of loyalty to their corporations. See Elleby v. Forest Alarm Service, Inc., 2020 IL 

App (1st) 191597, ¶ 43; Illinois Non-Profit Risk Management Ass’n v. Human Service Center of 

Southern Metro-East, 378 Ill. App. 3d 713, 727 (2008). However, “after a director or officer 

resigns from a corporation, he or she owes no fiduciary duty to that corporation.” Hagshenas v. 

Gaylord, 199 Ill. App. 3d 60, 68 (1990). 

¶ 41 A. Breach of fiduciary duty against Morgan 

¶ 42 Here, NAWCO did not allege that Morgan was a director, officer or employee of NAWCO 

at the time of her allegedly fraudulent conduct. In its complaint, NAWCO alleged that Morgan 

was a director of WCEI at one time but that she was not a director in 2016 or anytime thereafter. 

Morgan sent the allegedly fraudulent invoices in 2016 and 2017. Based on the allegations of the 

complaint, Morgan was not a director or officer when she created and sent the allegedly fraudulent 

invoices. As such, she owed no fiduciary duty to NAWCO. See Hagshenas, 199 Ill. App. 3d at 68. 

The trial court properly dismissed the breach of fiduciary claims against Morgan. 

¶ 43 B. Breach of fiduciary duty against Sardina 

¶ 44 Likewise, the allegations against Sardina fail to establish that she was an officer, director 

or employee of NAWCO during the relevant time period. Thus, she did not owe a fiduciary duty 

to NAWCO, and the trial court properly dismissed the breach of fiduciary duty claims against her. 

¶ 45 III. Conversion 

¶ 46 To state a claim for conversion, a plaintiff must allege: (1) an unauthorized and wrongful 

assumption of control, dominion, or ownership by defendant over plaintiff’s personal property; (2) 

plaintiff’s right in the property; (3) plaintiff’s right to the immediate possession of the property, 

absolutely and unconditionally; and (4) a demand for possession of the property. General Motors 

Corp. v. Douglass, 206 Ill. App. 3d 881, 886 (1990). “The essence of conversion is the wrongful 
14 

deprivation of one who has a right to the immediate possession of the object unlawfully held.” Id.

(citing In re Thebus, 108 Ill.2d 255, 259 (1985)). Conversion does not lie when the plaintiff 

voluntarily, but mistakenly, transfers money to the defendant. See id. at 891; see also International 

Floor Crafts, Inc. v. Adams, 578 F. Supp. 2d 231, 233-34 (D. Mass. 2008) (holding that proper 

cause of action for defendant’s acceptance of check in payment of allegedly fraudulent invoices 

was fraud, not conversion). 

¶ 47 Here, NAWCO alleged that Morgan wrongfully assumed dominion over NAWCO’s funds 

by submitting fraudulent invoices, which NAWCO paid. NAWCO further alleged that it “has an 

absolute and unconditional right to the converted funds.” However, NAWCO failed to allege that 

it demanded return of the funds from Morgan. Because demand for possession of the property is a 

requirement of a conversion claim, NAWCO’s conversion claim fails. See Douglass, 206 Ill. App. 

3d at 886. The conversion claim also fails because NAWCO sought the return of money it 

voluntarily, but mistakenly, paid to WCEI and WOW. See id.; Adams, 578 F. Supp. 2d at 233-34. 

The proper cause of action based on the facts NAWCO alleged is fraud, not conversion. See 

Adams, 578 F. Supp. 2d at 233-34. For these reasons, the trial court properly dismissed NAWCO’s 

conversion claim. 

¶ 48 IV. Conspiracy claims against Sardina

¶ 49 “The elements of a civil conspiracy are: (1) a combination of two or more persons, (2) for 

the purpose of accomplishing by some concerted action either an unlawful purpose or a lawful 

purpose by unlawful means, (3) in the furtherance of which one of the conspirators committed an 

overt tortious or unlawful act.” Fritz v. Johnston, 209 Ill.2d 302, 317 (2004) (citing Adcock v.

Brakegate, Ltd., 164 Ill.2d 54, 62-63 (1994)). To state a cause of claim for civil conspiracy, the 

plaintiff must allege the existence of an agreement and a tortious act committed in furtherance of 
15 

that agreement. McClure v. Owens Corning Fiberglas Corp., 188 Ill.2d 102, 133 (1999). “The 

agreement is ‘a necessary and important element’ of this cause of action.” Id. (quoting Adcock,

164 Ill.2d at 62). “The mere characterization of a combination of acts as a conspiracy is insufficient 

to withstand a motion to dismiss.” Buckner v. Atlantic Plant Maintenance, Inc., 182 Ill.2d 12, 23 

(1998). 

¶ 50 “Furthermore, a conspiracy is not an independent tort.” Indeck North American Power

Fund, L.P. v. Norweb PLC, 316 Ill. App. 3d 416, 432 (2000). If a plaintiff fails to state an 

independent cause of action underlying its conspiracy allegations, the plaintiff’s claim for 

conspiracy also fails and should be dismissed. See id.; Pluciennik v. Vandenberg, 2018 IL App 

(3d) 160726, ¶ 22. 

¶ 51 A. Conspiracy to commit fraud

¶ 52 In count 6, NAWCO asserted a claim for conspiracy to commit fraud against Sardina, 

alleging that she “conspired and acted in concert with Morgan to defraud NAWCO.” By using the 

word “conspired,” NAWCO merely characterized Sardina’s actions as a conspiracy without 

providing factual support for her claim. Such a characterization, without facts supporting it, is 

insufficient to state a claim for conspiracy. See Buckner, 182 Ill.2d at 23. Additionally, NAWCO 

failed to allege the existence of an agreement, a “ ‘necessary and important element’ ” of a 

conspiracy claim. See McClure, 188 Ill.2d at 133 (quoting Adcock, 164 Ill.2d at 62). For these 

reasons, NAWCO failed to sufficiently plead a cause of action for conspiracy to commit fraud 

against Sardina, and the trial court properly dismissed that count. 

¶ 53 B. Conspiracy to commit conversion 

¶ 54 In count 9, NAWCO alleged that Sardina “acted in concert with and/or in agreement with 

Morgan in committing *** conversion” and “undertook one or more overt tortious actions in 
16 

furtherance of the conspiracy to commit conversion.” These conclusory allegations are insufficient 

to state a cause of action for conspiracy because NAWCO failed to allege facts supporting (1) the 

existence of an “agreement” between Sardina and Morgan and (2) that Sardina knowingly and 

voluntarily participated in a common scheme to commit conversion. See McClure, 188 Ill.2d at 

133. Moreover, as set forth above, plaintiff failed to state a cause of action for conversion, the tort 

underlying its conspiracy allegations; thus, plaintiff’s conspiracy to commit conversion claim also 

fails. See Pluciennik, 2018 IL App (3d) 160726, ¶ 22; Norweb PLC, 316 Ill. App. 3d at 432. For 

these reasons, the trial court properly dismissed NAWCO’s conspiracy to commit conversion 

claim. 

¶ 55 V. Breach of contract

¶ 56 “To properly plead a cause of action for breach of contract, a plaintiff must allege the 

essential elements, which are: (1) the existence of a valid and enforceable contract; (2) 

performance by the plaintiff; (3) breach of the contract by the defendant; and (4) resultant injury 

to the plaintiff.” Gonzalzles v. American Express Credit Corp., 315 Ill.App.3d 199, 206 (2000). 

Furthermore, “allegations demonstrating the existence of a contract must contain facts indicating 

an offer, acceptance and consideration.” Wait v. First Midwest Bank/Danville, 142 Ill. App. 3d 

703, 706 (1986). A broad and general allegation that a contract exists without supporting facts is 

a legal conclusion, which cannot serve as an essential element of a breach of contract claim. See 

id.; McErlean v. Union National Bank of Chicago, 90 Ill. App. 3d 1141, 1147 (1980). To allege 

that a contract “was entered” is to state a mere legal conclusion that should be disregarded by the 

trial court in ruling on a motion to dismiss. See Wait, 142 Ill. App. 3d at 706-07. 

¶ 57 Here, NAWCO alleged that “[o]n or about 2017, an agreement arose between WCEI and 

NAWCO.” However, NAWCO failed to allege any facts indicating an offer, acceptance and 
17 

consideration with respect to the alleged “agreement” that “arose” between WCEI and NAWCO. 

Plaintiff’s allegation that “an agreement arose” is a mere conclusion and insufficient to establish 

the existence of a contract necessary for plaintiff’s breach of contract claim. See Wait, 142 Ill. 

App. 3d at 706; McErlean, 90 Ill. App. 3d at 1147. The trial court properly dismissed NAWCO’s

breach of contract action. See Wait, 142 Ill. App. 3d at 706-07.

¶ 58 CONCLUSION

¶ 59 The judgment of the circuit court of Will County is affirmed in part and reversed and 

remanded in part. 

¶ 60 Affirmed in part; reversed and remanded in part.