Illinois Official Reports

Appellate Court

Flores v. Westmont Engineering Co., 2021 IL App (1st) 190379

Appellate Court 

Caption

JUANITA FLORES, Plaintiff-Appellant, v. WESTMONT 

ENGINEERING COMPANY, a/k/a Morey Industries Inc., VVF

ILLINOIS SERVICES LLC, and VVF ILLINOIS LLC, Defendants

(VVF Illinois LLC, Defendant-Appellee).

District & No. First District, Fourth Division 

No. 1-19-0379

Filed

Rehearing denied

January 28, 2021

February 24, 2021

Decision Under 

Review

Appeal from the Circuit Court of Cook County, No. 17-L-2551; the 

Hon. Brendan O’Brien, Judge, presiding.

Judgment Reversed and remanded.

Counsel on

Appeal

Matthew A. Saltzman, of Sherwood Law Group, LLC, of Chicago, for 

appellant.

Kurt E. Olsen, of Krakar & Olsen, of Chicago, for appellee.

Panel PRESIDING JUSTICE GORDON delivered the judgment of the 

court, with opinion.

Justices Lampkin and Reyes concurred in the judgment and opinion.
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OPINION

¶ 1 Plaintiff, Juanita Flores, was injured when storage racks collapsed on her while she was 

operating a forklift in the course of her employment with VVF Illinois Services LLC (VVF 

Illinois Services). Plaintiff filed suit against VVF Illinois Services, Westmont Engineering 

Company (Westmont Engineering), and VVF Illinois LLC (VVF Illinois), the appellee in the 

instant appeal. VVF Illinois filed a motion for summary judgment, claiming that it was only 

the landlord of the building from which VVF Illinois Services operated and had no control 

over the storage racks that injured plaintiff while she was working. The trial court granted the 

motion for summary judgment, and plaintiff appeals. For the reasons that follow, we reverse.

¶ 2 BACKGROUND

¶ 3 On March 10, 2017, plaintiff filed a complaint against VVF Illinois, VVF Illinois Services, 

and Westmont Engineering; the complaint was amended several times, and it is the second 

amended complaint, filed on March 20, 2018, that was the subject of VVF Illinois’s motion 

for summary judgment.1 Plaintiff alleged that she was hired by VVF Illinois Services as a 

forklift operator and worked from a building located in Montgomery, Illinois, that was owned 

by VVF Illinois (the property). On March 13, 2015, plaintiff was operating a forklift when a 

storage rack filled with merchandise collapsed, causing her injuries.

¶ 4 Counts II (negligence) and V (willful and wanton conduct) of the second amended 

complaint, the counts aimed at VVF Illinois, alleged that VVF Illinois had a duty to maintain 

a safe property for its invitees, employees, and licensees and breached that duty by permitting 

the property to remain in a dangerous condition. The second amended complaint alleged that 

VVF Illinois was responsible for the maintenance of the storage racks located on the property 

and that, at the time of plaintiff’s injury, the storage racks were not secured and in disrepair 

and created an unnecessarily dangerous working environment for plaintiff. The second 

amended complaint further alleged that VVF Illinois knew, or should have known, that the 

storage racks had been installed and maintained in a negligent manner and that it was 

foreseeable that an individual such as plaintiff would be working near the storage racks. 

1

Plaintiff’s claims against the other defendants are not at issue on appeal, but briefly, on June 8, 

2017, plaintiff voluntarily dismissed her complaint against VVF Illinois Services without prejudice. On 

January 29, 2018, plaintiff filed an amended complaint, which added additional allegations against all 

defendants and also renamed VVF Illinois Services as a defendant. The trial court granted a motion to 

dismiss one of the counts against VVF Illinois Services on March 13, 2018, and granted plaintiff leave 

to amend her complaint, leading to the filing of the second amended complaint on March 20, 2018. On 

May 8, 2018, the trial court dismissed certain counts aimed at VVF Illinois Services, with prejudice, 

because plaintiff’s only remedy against her employer was the Workers’ Compensation Act and granted 

VVF Illinois Services’ motion to dismiss part of a third count without prejudice, ordering plaintiff to 

file an amended complaint removing the stricken part of that count; the remaining count against VVF 

Illinois Services was severed from the rest of plaintiff’s claims on July 25, 2018. Proceedings against 

Westmont Engineering continue, and Westmont Engineering filed a third-party complaint for 

contribution against VVF Illinois Services on March 7, 2019. While we discuss the second amended 

complaint, the allegations concerning VVF Illinois are identical in both the second and third amended 

complaints.
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Count V also alleged that VVF Illinois knowingly and intentionally violated safety standards 

and regulations.

¶ 5 On May 10, 2018, VVF Illinois filed a motion for summary judgment, claiming that, while 

it was the owner of the property, it was not in possession or control of the property because it 

had leased the property to VVF Illinois Services, a separate entity. VVF Illinois claimed that 

VVF Illinois Services was obligated to keep the property in good condition and that VVF 

Illinois did not assume any maintenance obligations under the lease, other than maintaining 

the structure of the property and the underground utility lines and sewer pipes. VVF Illinois 

further claimed that there was no evidence that any issues with the storage racks were latent 

defects that VVF Illinois was aware of and concealed. Accordingly, VVF Illinois contended 

that it did not owe plaintiff any duty and was entitled to judgment as a matter of law.

¶ 6 In response to the motion for summary judgment, plaintiff claimed that VVF Illinois and 

VVF Illinois Services were “intertwined,” that VVF Illinois had control over the storage racks, 

and that it had an obligation to maintain the racks. Plaintiff further contended that VVF Illinois 

was the owner of the racks and had notice of their dangerous condition prior to leasing them 

to VVF Illinois Services.

¶ 7 Attached to the motion for summary judgment and plaintiff’s response were several 

documents, including (1) the affidavit and deposition testimony of Kurussh Amrolia, (2) the 

deposition testimony of Curt Konrardy, (3) the lease between VVF Illinois and VVF Illinois 

Services, and (4) documents purporting to be from the Occupational Health and Safety 

Administration (OSHA) concerning plaintiff’s injury.

¶ 8 Amrolia testified that he was the manager of VVF Intervest, LLC (VVF Intervest), the sole 

member of VVF Illinois, and testified to the organizational structure of the similarly named 

companies at issue: there was a parent company in India,2 which owned a company called 

VVF America, Inc. VVF America, Inc., owned VVF Intervest. VVF Intervest was the holding 

company for VVF Illinois and VVF Illinois Services, among others, and VVF Intervest was 

manager of both entities; Amrolia was the manager of VVF Intervest. Amrolia testified that 

VVF Illinois was created solely to hold title to the property and that neither VVF Intervest nor 

VVF Illinois had any employees, while VVF Illinois Services did. As manager of VVF 

Intervest, Amrolia acted on behalf of both VVF Illinois and VVF Illinois Services.

¶ 9 Amrolia testified that, prior to the acquisition of the property at issue, there was already a 

functioning business operating inside, operated by Henkel, owner of the Dial and Right Guard 

brands, which were involved in manufacturing soap and deodorant sticks. VVF Intervest, the 

holding company, acquired the business lock, stock, and barrel, including all equipment and 

employees; VVF Intervest did not make any changes to the property or its employees, and the 

employees remained with the business after the acquisition. 

¶ 10 In connection with VVF Intervest’s purchase, Amrolia had several meetings with Henkel, 

and visited the property once. When he visited the property prior to its acquisition, he did not 

inspect the property “for its adequacy” and merely walked through the property. Amrolia was 

interested in the financials and “[t]he general cleanliness, if the lines are humming, producing 

the product, how is the product looking? Things like that. General condition.” Amrolia testified 

that he was “not really” searching for safety issues because he knew that the existing staff 

would be staying on, including the “safety and environmental people.” He further testified that 

2

The record on appeal does not contain the name of the Indian parent company.
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“nothing stood out or glaringly came across that needed any attention” during his visit. Amrolia 

did not inspect the storage racks that were present and visible at the property.

¶ 11 Amrolia testified that after VVF Intervest purchased the property and its business, he 

“turned around and made VVF Illinois the landlord, and then VVF Illinois leased the building 

and the premises to VVF Illinois Services.”3 Amrolia testified that VVF Illinois acquired the 

property from VVF Intervest on January 26, 2009, and entered into the lease with VVF Illinois 

Services on the same day. Amrolia testified that he signed the lease on behalf of both VVF 

Illinois and VVF Illinois Services.4 As noted, VVF Illinois was created solely to hold title to 

the property operated by VVF Illinois Services, making them a tenant and giving them the 

control over the equipment in the factory, including the storage racks in question.

¶ 12 The lease provided that it was between VVF Illinois and VVF Illinois Services and was for 

the lease of the property and all of the equipment located therein. The lease provided that VVF 

Illinois Services was to pay VVF Illinois rent in the amount of $221,000 per month, plus 

additional rent consisting of property taxes, an administrative fee, and sums for insurance and 

repairs. Under the terms of the lease, VVF Illinois was obligated to “maintain the roof, 

foundation and the structural soundness of the exterior walls of the Premises in good repair. 

[VVF Illinois] shall also maintain, and keep in good repair, the underground utility and sewer 

pipes outside the exterior walls of the building on the Premises.” In turn, VVF Illinois Services 

was obligated to “keep and maintain all parts of the Premises (except those for which Landlord 

is expressly responsible under the terms of this Lease) in good condition, promptly making all 

necessary repairs and replacements.”

¶ 13 With respect to the running of VVF Illinois Services, Amrolia testified that there were 

approximately 325 employees at the time of plaintiff’s injury and that he had no role in the 

hiring of employees. Amrolia was not involved with the day-to-day operations of VVF Illinois 

Services, but in his capacity as manager of VVF Intervest, he had communications on a daily 

basis with VVF Illinois Services’ vice president, Konrardy, about “the P&L financials, our big 

customers, banking relationships, and details the parent company in India would like to see.” 

¶ 14 Amrolia testified that, after the property had been leased to VVF Illinois Services, he would 

visit the property annually or, at most, quarterly. During his visits, he would be looking to 

“[a]gain, the general G&P, the upkeep of the equipment, the product quality that they are 

running on the lines, things like that.” Amrolia did not pay any particular attention to the 

forklifts or storage racks. When he walked through the property, he would be accompanied by 

several managers from VVF Illinois Services. Amrolia testified that VVF Illinois Services was 

responsible for maintaining the storage racks, and VVF Illinois never had any communication 

with VVF Illinois Services about the racks prior to plaintiff’s injury, to his knowledge.

¶ 15 Amrolia testified that if there was a potential violation of OSHA regulations, he would be 

included on such communications. Amrolia testified that he was aware that there had been an 

OSHA investigation after plaintiff’s injury but was “not aware” if OSHA had determined that 

3

Amrolia was not aware of whether the property was conveyed to VVF Illinois by VVF Intervest 

or how VVF Illinois became the landlord, testifying that “[t]hat is a question for our business attorneys.”

4

The lease showed that it was signed on behalf of VVF Illinois by “VVF Intervest, LLC, Its Sole 

Member,” with the signature of “Kurussh Amrolia, Manager,” and was similarly signed on behalf of 

VVF Illinois Services by “VVF Intervest, LLC, Its Sole Member,” with the signature of “Kurrush 

Amrolia, Manager.”
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there were any violations in connection with the storage racks. Amrolia recalled receiving emails in 2015 but could not recall the contents of those e-mails. Amrolia was unaware whether 

any subsequent remedial measures were taken after plaintiff’s injury and was unaware if the 

storage racks that collapsed were the same ones that had been present prior to the acquisition 

of the property.

¶ 16 In his discovery deposition, Konrardy,5 an engineer, testified that, at the time of plaintiff’s 

injury, he was VVF Illinois Services’ vice president of operations for North America. Konrardy 

had been the plant manager prior to the time VVF Intervest purchased the property and 

remained an employee of VVF Illinois Services when it took over the business in 2009. In 

2010, he was promoted by Amrolia from plant manager to his position as vice president of 

operations for North America. Konrardy testified that Amrolia was his supervisor and he 

reported to Amrolia on a regular basis. However, Amrolia did not oversee the day-to-day 

operations at VVF Illinois Services. Konrardy testified that he considered Amrolia his “boss” 

and that he did not realize until a few years ago that VVF Illinois and VVF Illinois Services 

were separate entities and may not have known about the distinction at the time of plaintiff’s 

injuries. Konrardy testified that Amrolia had the ability to hire and fire employees at 

Konrardy’s level but that “those reporting below me was something he expected me to 

manage.”

¶ 17 Konrardy testified that, after the purchase of the property and the business, everything from 

the old business remained the same “in terms of the employees, the location, the fixtures, and 

the racks that were in the warehouse.” Konrardy testified that he was in charge of the day-today operations at VVF Illinois Services and only discussed “[h]igher magnitude” issues with 

Amrolia, such as annual budgets, monthly financial results, and negotiations with certain 

customers. Konrardy could not recall ever discussing safety issues with Amrolia, testifying 

that “[n]ormally if there’s things that were safety related that I thought we needed to do *** 

that would be a decision that would fall within myself.” He never discussed the storage racks 

with Amrolia and did not know whether the storage racks had been changed in any way 

between 2008 and 2015. Amrolia periodically visited the property and walked through the 

production lines and the warehouse; Konrardy testified that Amrolia “normally was looking at 

housekeeping and cleanliness” in the warehouse.

¶ 18 Konrardy testified that VVF Illinois and VVF Illinois Services both listed the property as 

their registered address, so mail to both entities would be sent to the same location, where it 

was sorted in the mailroom and placed into the correct boxes. Konrardy testified that he was 

not aware of rent payments from VVF Illinois Services to VVF Illinois for the use of the 

property; if rent was being paid, the plant controller would be in charge of that payment.

¶ 19 Konrardy testified that he was aware of an OSHA report that had been completed after 

plaintiff’s injury. He recalled that the report found that the racks had been damaged prior to 

the incident but could not recall specific details; he testified that he had not directed any repairs 

to the racks prior to the incident nor had he discussed any repairs with Amrolia. Konrardy 

testified that, if any repairs had been made, it would have been Konrardy’s decision, and any 

contact with Amrolia “would have been more or less informing him.” Konrardy also recalled 

the OSHA report making findings about the lack of anchor bolts and load limit stickers but 

5

Konrardy’s name is spelled various ways throughout the record. We use the spelling that Konrardy 

provided during his deposition.
- 6 -

again could not recall specific details. Konrardy testified that he believed that OSHA had 

issued citations arising from the incident and that all of the issues had been remedied, all fines 

that had been levied had been paid, and all deficiencies in the racks had been remedied.

¶ 20 A copy of a document that purported to be a “Citation and Notification of Penalty” from 

OSHA was attached to plaintiff’s response to the motion for summary judgment; it was on 

OSHA letterhead and was addressed to VVF Illinois Services. The document was dated 

September 14, 2015, and showed one “Serious” violation in that “[e]mployees were exposed 

to struck-by hazards when they were required to work around loaded storage racks that were 

damaged and were not marked to indicate capacity.” A description of the incident in a 

“Violation Worksheet” provided:

“Employees were exposed to struck-by hazards when they were required to work 

around storage racks that were damaged. The lower legs on multiple sections of the 

racks were damaged and posed a hazard of collapsing in the areas where employees 

were assigned to work. The racks were full of product/merchandise without regard for 

the damaged/weakened sections.

On 13 March 2015, an employee was injured when part of the racking system #4-

21 collapsed and the [employee] was struck by packaging material. The racks were not 

anchored to each other, which would have helped prevent the rack from collapsing. The 

anchors holding the racks into the concrete floor were pulled out and were 

approximately 3 inches. No evidence obtained during the inspection directly supports 

or refutes that the racks failed due to the legs being damaged prior to the accident.”

The violation worksheet further provided that none of the racks were marked with the load 

capacity.

¶ 21 On January 28, 2019, the trial court entered an order granting VVF Illinois’s motion for 

summary judgment, finding:

“The Court finds as a matter of law th[at] no duty is owed by the Landlord; the Court 

also finds that there is no just cause to delay enforcement or appeal of this order 

pursuant to Supreme Court Rule 304(a); this order being final and appealable. The 

motion for summary judgment of VVF Illinois LLC is granted.”

This appeal follows.

¶ 22 ANALYSIS

¶ 23 On appeal, plaintiff claims that the trial court erred in granting summary judgment in favor 

of VVF Illinois because VVF Illinois controlled the storage racks and had notice of their 

dangerous condition. A trial court is permitted to grant summary judgment only “if the 

pleadings, depositions, and admissions on file, together with the affidavits, if any, show that 

there is no genuine issue as to any material fact and that the moving party is entitled to a 

judgment as a matter of law.” 735 ILCS 5/2-1005(c) (West 2018). The trial court must view 

these documents and exhibits in the light most favorable to the nonmoving party. Home 

Insurance Co. v. Cincinnati Insurance Co., 213 Ill. 2d 307, 315 (2004). We review a trial 

court’s decision to grant a motion for summary judgment de novo. Outboard Marine Corp. v. 

Liberty Mutual Insurance Co., 154 Ill. 2d 90, 102 (1992). De novo consideration means we 

perform the same analysis that a trial judge would perform. XL Specialty Insurance Co. v. 

Performance Aircraft Leasing, Inc., 2019 IL App (1st) 181031, ¶ 62.
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¶ 24 “Summary judgment is a drastic measure and should only be granted if the movant’s right 

to judgment is clear and free from doubt.” Outboard Marine Corp., 154 Ill. 2d at 102. However, 

“[m]ere speculation, conjecture, or guess is insufficient to withstand summary judgment.” 

Sorce v. Naperville Jeep Eagle, Inc., 309 Ill. App. 3d 313, 328 (1999). The party moving for 

summary judgment bears the initial burden of proof. Nedzvekas v. Fung, 374 Ill. App. 3d 618, 

624 (2007). The movant may meet his burden of proof either by affirmatively showing that 

some element of the case must be resolved in his favor or by establishing “ ‘that there is an 

absence of evidence to support the nonmoving party’s case.’ ” Nedzvekas, 374 Ill. App. 3d at 

624 (quoting Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986)). “ ‘The purpose of summary 

judgment is not to try an issue of fact but *** to determine whether a triable issue of fact 

exists.’ ” Schrager v. North Community Bank, 328 Ill. App. 3d 696, 708 (2002) (quoting Luu 

v. Kim, 323 Ill. App. 3d 946, 952 (2001)). We may affirm on any basis appearing in the record, 

whether or not the trial court relied on that basis or its reasoning was correct. Ray Dancer, Inc. 

v. DMC Corp., 230 Ill. App. 3d 40, 50 (1992).

¶ 25 In the case at bar, plaintiff claims that the trial court erred in finding that VVF Illinois owed 

no duty to plaintiff. To state a cause of action for negligence, a complaint must set forth facts 

that establish (1) the existence of a duty of care owed by the defendant to the plaintiff, (2) a 

breach of that duty, and (3) an injury proximately caused by that breach. Marshall v. Burger 

King Corp., 222 Ill. 2d 422, 430 (2006). Whether a defendant breached its duty and whether 

the breach was the proximate cause of the plaintiff’s injuries are factual matters for a fact finder 

to decide. Marshall, 222 Ill. 2d at 430. However, whether a duty exists is a question of law for 

the court to decide. Marshall, 222 Ill. 2d at 430. Thus, if VVF Illinois owed no duty to plaintiff, 

her claims fail as a matter of law. See Sheffer v. Springfield Airport Authority, 261 Ill. App. 3d 

151, 152-53 (1994) (“There can be no recovery in tort for negligence unless the defendant has 

breached a duty owed to the plaintiff.”).

¶ 26 Property owners have a duty to exercise ordinary care in maintaining their property in a 

reasonably safe condition. Nguyen v. Lam, 2017 IL App (1st) 161272, ¶ 20. However, “ ‘[o]nly 

the party in control of the premises can be held liable for a defective or dangerous condition 

on the premises.’ ” Hanna v. Creative Designers, Inc., 2016 IL App (1st) 143727, ¶ 22 (quoting 

Hilgart v. 210 Mittel Drive Partnership, 2012 IL App (2d) 110943, ¶ 38). 

“It is axiomatic that if a landlord retains control of a portion of the premises leased to 

the tenant it has the duty, as the party in control, to use ordinary care in maintaining 

that part of the premises in a reasonably safe condition. [Citations.] Conversely, a 

landlord is not liable for injuries caused by a defective condition on the premises leased 

to a tenant and under the tenant’s control.” Rowe v. State Bank of Lombard, 125 Ill. 2d 

203, 220-21 (1988). 

¶ 27 “The basic rationale for lessor immunity has been that the lease is a conveyance of property 

which ends the lessor’s control over the premises, a prerequisite to the imposition of tort 

liability.” (Internal quotation marks omitted.) Gilley v. Kiddel, 372 Ill. App. 3d 271, 275 

(2007). There are exceptions to this general rule, however, and thus, for instance, “a lessor may 

be liable (1) where the lessor has expressly agreed to keep the premises or parts of it in good 

repair; or (2) where the lessor has voluntarily assumed the maintenance obligation by its 

conduct.” Fan v. Auster Co., 389 Ill. App. 3d 633, 648 (2009); see also Hanna, 2016 IL App 

(1st) 143727, ¶ 32 (holding a tenant was not responsible for maintaining countertops injuring 
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a contractor when the landlord was responsible for fixing and maintaining the fixtures in the 

premises).

¶ 28 In the case at bar, the trial court granted summary judgment in favor of VVF Illinois 

because it found that VVF Illinois owed no duty to plaintiff. On appeal, plaintiff argues that 

the trial court should not have applied typical landlord-tenant law because VVF Illinois 

retained control of the premises. Plaintiff’s argument is based on her claim that VVF Illinois 

and VVF Illinois Services “were so intertwined that they were essentially the same company 

with ownership and control of the subject racks and even the employees” of VVF Illinois 

Services.

¶ 29 A limited liability company, as both VVF Illinois and VVF Illinois Services are, is a legal 

entity distinct from its members, which has its own legal rights and obligations. PeabodyWaterside Development, LLC v. Islands of Waterside, LLC, 2013 IL App (5th) 120490, ¶ 9. “It 

is a well-established principle that a corporation is separate and distinct as a legal entity from 

its shareholders, directors and officers and, generally, from other corporations with which it 

may be affiliated.” Main Bank of Chicago v. Baker, 86 Ill. 2d 188, 204 (1981). On certain 

occasions, the equitable remedy of piercing the corporate veil allows courts “ ‘to pierce the 

veil of limited liability where the corporation is merely the alter ego or business conduit of

another person or entity.’ ” Angell v. Santefort Family Holdings LLC, 2020 IL App (3d) 

180724, ¶ 20 (quoting Gajda v. Steel Solutions Firm, Inc., 2015 IL App (1st) 142219, ¶ 23). 

However, courts are reluctant to pierce the corporate veil, and a party asserting the doctrine 

“has the burden of making a substantial showing that the entities are not separate and distinct.” 

Angell, 2020 IL App (3d) 180724, ¶ 22. 

“Generally, before the separate corporate identity of one corporation will be 

disregarded and treated as the alter ego of another, it must be shown that it is so 

controlled and its affairs so conducted that it is a mere instrumentality of another, and 

it must further appear that observance of the fiction of separate existence would, under 

the circumstances, sanction a fraud or promote injustice.” Baker, 86 Ill. 2d at 205.

¶ 30 In the case at bar, the record shows that the activities of VVF Intervest, VVF Illinois, and 

VVF Illinois Services were so interconnected that we cannot say as a matter of law that VVF

Illinois Services alone was responsible for plaintiff’s injuries. As plaintiff notes, the registered 

address of both VVF Illinois and VVF Illinois Services was the same, and both shared the same 

manager. Our supreme court has cautioned that “the use of common officers and directors” 

does not, in itself, render one entity responsible for the obligations of another. Baker, 86 Ill. 2d 

at 204. As our supreme court noted, “[t]hese practices are common and exist in most parentsubsidiary relationships.” Baker, 86 Ill. 2d at 204-05. However, Amrolia’s involvement was 

more than merely being a common manager. Amrolia testified that he was the only member of 

VVF Intervest, VVF Illinois, and VVF Illinois Services, meaning that he was the only 

individual who was permitted to make any decisions on behalf of those entities; there were no 

officers, directors, or shareholders. Additionally, the record shows that the distinctions between 

VVF Intervest, VVF Illinois, and VVF Illinois Services were anything but clear. Indeed, 

Konrardy testified that he was not even aware until relatively recently that VVF Illinois and 

VVF Illinois Services were separate entities and that he considered Amrolia his “boss.” Both 

Amrolia and Konrardy referred to “VVF” as a whole and did not draw distinctions as to 

whether certain activities were conducted on behalf of VVF Intervest, VVF Illinois, VVF 

Illinois Services, or even their ultimate parent company in India. Amrolia was also unable to 
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specify what role he was playing when he initially walked through the property prior to its 

acquisition. We thus cannot say, as a matter of law, that VVF Illinois has no liability for 

plaintiff’s injuries. 

¶ 31 In support of her argument, plaintiff relies on Fan, a case which provides guidance to our 

analysis here. In that case, we were asked to determine which party had the responsibility to 

repair an elevator on the premises at issue. The original owner of the property had leased the 

property to a tenant, which subsequently subleased it to a third company. As part of our 

analysis, we considered whether the original tenant voluntarily assumed a maintenance 

obligation with regards to the elevator, regardless of the terms of the sublease. We noted that 

“[a] lessor voluntarily assumes a maintenance obligation when it continues to maintain and to 

retain control over the aspects of the premises at issue.” Fan, 389 Ill. App. 3d at 652. In 

examining the record before us, we determined that the affairs of the tenant and the sublessee 

“were so intertwined that it is impossible for us to say on the record before us whether it was 

[the tenant] or [the sublessee] that maintained control over the elevators.” Fan, 389 Ill. App. 

3d at 652. We pointed out a number of facts that created a question of fact as to whether the 

tenant retained control over elevator maintenance, including (1) that the president of the tenant 

company was also an investor in the sublessee company and could sign for both companies, 

(2) that the president of the tenant company hired and, later, fired the manager of the sublessee 

company, (3) that an employee of the tenant company performed general maintenance on the 

premises, and (4) that the employee who made maintenance calls for the sublessee company 

worked for the tenant company in the same capacity before and after working for the sublessee 

company and was required to inform the president of the tenant company of any maintenance 

problems and to obtain his approval before undertaking any work. Fan, 389 Ill. App. 3d at 652-

53. We found that “[t]hese facts establish that [the president of the tenant company], and people 

working for him or at his direction and control, exercised a great deal of control over the 

activities taking place on the *** premises,” giving rise to a question of fact as to whether the 

tenant company retained control over elevator maintenance even after the sublease. Fan, 389 

Ill. App. 3d at 654.

¶ 32 In the case at bar, as in Fan, there are several facts that suggest overlap between VVF 

Illinois and VVF Illinois Services. First, both entities share VVF Intervest as their sole member 

and Amrolia signed the lease on behalf of both parties; Amrolia testified that VVF Illinois was 

created solely to hold title to the property. While the lease provided that VVF Illinois Services 

was required to pay monthly rent to VVF Illinois, Konrardy was unaware of any rent payments, 

and there is no evidence that any such rent payments were ever made. Both entities also shared 

the same registered address and registered agent. Additionally, while Konrardy handled the 

day-to-day operations at the property, he reported to Amrolia, and Amrolia had the power to 

fire him. Konrardy also testified that, if issues became sufficiently important, he would raise 

them with Amrolia and that he often communicated with Amrolia. Amrolia also testified that 

he would have been made aware of any OSHA violations. Amrolia also periodically visited 

the property, conducting walk-throughs to make sure everything was running smoothly, and 

also visited the property prior to its acquisition. Finally, we note that Amrolia interchangeably 

referred to himself as member and as manager of the various entities. The distinction is material 

for the purpose of our analysis, as Amrolia testified that he was the only individual in a 

management position for all of the entities. This serves to highlight the lack of clarity in his 

position and sets up factual issues. Thus, there are numerous factual questions as to the roles 
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of the various entities, and summary judgment on the issue was therefore inappropriate. See 

also Angell, 2020 IL App (3d) 180724, ¶ 24 (finding summary judgment inappropriate where 

one entity owned the real estate, a second entity owned the home, and a third entity managed 

the property). 

¶ 33 We also note that there are questions of fact as to VVF Illinois’s knowledge of the defective 

storage racks. “[T]here is no liability for a landowner for dangerous or defective conditions on 

the premises in the absence of the landowner’s actual or constructive knowledge.” Tomczak v. 

Planetsphere, Inc., 315 Ill. App. 3d 1033, 1038 (2000). “Generally, if a plaintiff is relying on 

proof of constructive notice, he or she must establish that the dangerous condition existed for 

a sufficient time or was so conspicuous that the defendant should have discovered the condition 

through the exercise of reasonable care.” Racky v. Belfor USA Group, Inc., 2017 IL App (1st) 

153446, ¶ 100. “Whether a defendant is deemed to have constructive notice of the existence of 

a dangerous condition on the property is a question of fact.” Racky, 2017 IL App (1st) 153446, 

¶ 100. 

¶ 34 In the case at bar, Amrolia testified that he walked through the property prior to its 

acquisition. Both Amrolia and Konrardy testified that there were no changes made after the 

acquisition of the property, and Konrardy testified that it was likely that the storage racks 

remained in the same condition at the time of plaintiff’s injury. Thus, there is also a question 

of fact as to whether VVF Illinois had knowledge of the defective storage racks at the time of 

the lease, making summary judgment inappropriate on this basis as well.

¶ 35 CONCLUSION

¶ 36 For the reasons set forth above, summary judgment is inappropriate in the case at bar, 

where numerous questions of fact remain as to the relationship between the various entities 

involved and to the extent of their responsibility.

¶ 37 Reversed and remanded.