Bredemann v. Bredemann

2026 IL App (1st) 250815 No. 1-25-0815 Opinion filed June 4, 2026 Fourth Division IN THE APPELLATE COURT OF ILLINOIS FIRST JUDICIAL DISTRICT JOSEPH JOHN BREDEMANN, Trustee of the ) Appeal from the Joseph John Bredemann Revocable ) Circuit Court Of Trust; TIMOTHY J. BABINGTON, Trustee ) Cook County. of the JJB Trust and the Joseph Meacham ) Trust; FRANK E. TRAGER and JOSEPH JOHN ) BREDEMANN, Co-Trustees of the John ) Meacham Trust, on Their Own Behalf and ) Derivatively on Behalf of B-Team Remedies ) Limited Partnership, an Illinois Limited ) Partnership, ) No. 2020 CH 05196 ) Plaintiffs and Third-Party ) Defendants-Appellants, ) ) v. ) ) THOMAS P. BREDEMANN, and B-TEAM ) REMEDIES LIMITED PARTNERSHIP, ) an Illinois limited partnership, ) Honorable Thaddeus L. Wilson, ) Judge, Presiding. Defendants and Third-Party Plaintiffs-Appellees ) ) ) (Joseph Trust, MJB ) Trust, Matin Trust, Martin Meacham ) Trust, MBT Trust, Mary Trust, Mary ) Meacham Trust, and Trustees, ) Kathleen McDonnell Bredemann, ) and S. Tinsley Preston, ) ) Third-Party Defendants). ) PRESIDING JUSTICE NAVARRO delivered the judgment of the court, with opinion. Justices Ocasio and Quish concurred in the judgment and opinion. No. 1-25-0815 OPINION ¶1 This action involves a dispute relating to the management of B-Team Remedies Limited Partnership (B-Team). The limited partners of B-Team are 11 trusts that benefit four members of the Bredemann family (Joseph or Joe Bredemann, John Bredemann, Martin Bredemann, and Mary Ann Bredemann). Tom Bredemann, another member of the family, is the general partner of B-Team. Plaintiffs—the trustees on Joe’s and John’s trusts (Joe and John), and derivatively on behalf of B-Team—filed a complaint against defendants B-Team and Tom, alleging claims for judicial expulsion of Tom, breach of fiduciary duty, and breach of contract of B-Team’s Limited Partnership Agreement (LPA). B-Team filed a counterclaim against B-Team’s limited partners, alleging breach of contract of the LPA for their failure to respond to an April 30, 2020, capital call. ¶2 The court granted summary judgment in favor of defendants on plaintiffs’ claims. The court also granted summary judgment in favor of B-Team on its motion for partial summary judgment on its counterclaim against the limited partners. The court initially ordered the judicial dissolution of B-Team, but then it later vacated that order. The court also subsequently ordered the limited partners to pay their respective amounts owed under the capital call. Plaintiffs now appeal those orders. We affirm. ¶3 I. BACKGROUND ¶4 The Bredemann family owns and operates car dealerships and related real estate throughout the Chicago area. In 1999, B-Team was formed to benefit its limited partners, which are 11 trusts owned by and benefiting either Joe, John, Martin, or Mary Ann. These 11 trusts are the shareholders in the Bredemann family’s various car dealerships and related real estate development projects. B-Team held insurance policies on the lives of Joe, John, Martin, and Steven -2- No. 1-25-0815 Travnik (Travnik), who are the owners of the Bredemann car dealerships through their own or their spouse’s (Mary Ann) respective trusts. Under the LPA, in the event of the death of one of these individuals, the insurance policy insuring that deceased individual would provide the other limited partners the capital to buy out that individual’s equity interests in the Bredemann car dealerships and related real estate projects. ¶5 A. Complaint ¶6 In July 2020, Joe and John—through their trusts, and derivatively on behalf of B-Team filed a complaint against Tom and B-Team—alleged claims for judicial expulsion of Tom, breach of fiduciary duty, and breach of contract. They alleged as follows. B-Team’s purpose was to own and hold life insurance policies for the benefit of the owners of the Bredemann family car dealerships and related real estate. The purpose of these policies was to provide “capital to facilitate the buyout of a deceased partner’s equity interest in the dealerships.” The policies, most of which were issued 20 years ago, offered millions of dollars in life insurance coverage, but Tom, the general manager of B-Team, failed to keep B-Team’s life insurance policies current due to his bad faith mismanagement. ¶7 Plaintiffs alleged that Tom did “virtually nothing in two decades” as general partner and that Joe was forced to write premium checks on behalf of B-Team and advance $171,000 for premiums through loans from Adelphi Enterprises Limited Partnership, d/b/a Bredemann Lexus. Plaintiffs alleged that, by late 2017, B-Team was out of cash to keep the life insurance policies current. As a result, the premium payments on the policies were chronically overdue, and some policies lapsed into the grace periods. They alleged that, in 2017, Joe began to work with an insurance broker on a possible solution or exit strategy for B-Team, which included the recommendation that the partners “consider having the policies rolled out from B-Team to the -3- No. 1-25-0815 individuals,” such that they could decide whether to keep their own policies. Joe, John, Travnik, and Mary Ann were in favor of the solution, but Tom refused to take any action. Also, in 2017, Tom was “openly hostile” to Joe and John, as he assaulted John at the Bredemann Chevrolet showroom and, before that incident, he wrote an e-mail to Joe stating, “You are both killing your mother,” and “Dad is rolling over in [h]is grave wanting to strangle [t]he both of you.” ¶8 Plaintiffs further alleged that, on November 18, 2019, the Bredemann Lexus dealership was sold, which terminated Martin’s employment at that dealership and, consequently, his withdrawal as an equity owner in the Bredemann entities, including B-Team. Plaintiffs alleged that without regard for their interests, Tom hired Martin as president of B-Team. According to plaintiffs, Tom’s only purpose for hiring Martin was to provide Martin leverage in other litigation pending in the chancery division (2018 chancery case 1), relating to the Bredemann car dealerships, as Martin claimed in that case that “his employment with B-Team somehow exempts him from the withdrawal provisions in the Bredemann entity agreements.” Plaintiffs alleged that in December 2019, Tom and Martin secretly and without notice to the other limited partners changed B-Team’s designated office to Martin’s home address and removed Joe as authorized signer. ¶9 Plaintiffs further alleged that Tom caused one of Travnik’s policies to terminate for failing to pay premiums and that, by mid-2020, several other policies were in danger of cancelation due to Tom’s failure to pay the premiums. In January 2020, Tom sent the limited partners an “Interest Adjustment and Capital Call” (January 2020 capital call), which did not acknowledge that Martin had been withdrawn from B-Team under the LPA upon the closing of the Lexus 1 In a prior order from an appeal of a preliminary injunction order in the 2018 chancery case, we explained that, in 2018, the siblings’ mother, Sally Bredemann, filed a complaint against Joe and John, alleging they had schemed to take control of the family businesses and force out their siblings at below market value. In re Estate of Bredemann, 2025 IL App (1st) 241466-U, ¶¶ 2, 5. -4- No. 1-25-0815 dealership sale and incorrectly stated that Martin had equity interest in B-Team. On April 30, 2020, Tom sent the limited partners a “B-Team Remedies Partnership Interest Adjustments & Revised Capital Call” (April 2020 capital call), requesting them to collectively contribute more than $375,000 to B-Team. According to plaintiffs, Tom’s letter again did not acknowledge Martin’s withdrawal from B-Team and incorrectly stated that Martin had equity interest in B-Team. ¶ 10 In plaintiffs’ claim for judicial expulsion of Tom, they alleged that he failed to manage the affairs of the partnership under section 7.1 of the LPA by failing to keep the premiums current and that he breached his duty of loyalty because his loyalty appeared to improperly run solely to Martin. ¶ 11 As for their breach of fiduciary claim, plaintiffs alleged that Tom breached his fiduciary duties of loyalty, care, and good faith and fair dealing by, among other things, failing to pay premiums when due, issuing the capital call in April 2020, hiring Martin as president of B-Team, and failing to manage the business affairs of B-Team as required by the LPA. In plaintiffs’ breach of contract claim, they alleged that Tom breached section 7.1 of the LPA by failing to manage B- Team’s business affairs, which included failing to keep B-Team’s life insurance policies current. ¶ 12 In plaintiffs’ prayers for relief for their breach of fiduciary duty and breach of contract claims, they requested the court remove Tom as general partner and appoint a receiver or plaintiffs’ designee as general partner. In the alternative, they requested that the court dissolve B-Team pursuant to section 802 of the Uniform Limited Partnership Act (2001) (Act) (805 ILCS 215/802 (West 2020)) and order its life insurance policies be distributed to the limited partners. ¶ 13 Plaintiffs attached the LPA to their complaint, which under the purposes section states: “The Partnership is formed to invest and reinvest its assets with the objective of realizing capital growth and/or income, and in the event of the death of a Limited -5- No. 1-25-0815 Partner or a beneficiary of a trust which is a Limited Partner, to facilitate the transfer of the Equity Interests held by such Limited Partner to or for the benefit of the other Limited Partners.” ¶ 14 Additionally, section 7.1 of the LPA states: “The business affairs of the Partnership shall be managed by the General Partner. The General Partner shall have all necessary powers to carry out the purposes of the Partnership. All such powers shall be exercised by the General Partner as a fiduciary for the benefit of the Partners.” ¶ 15 B. B-Team’s Counterclaim ¶ 16 B-Team filed a counterclaim against the limited partners, alleging that they failed to make their required contributions to the partnership following the April 2020 capital call. B-Team alleged that under the LPA, the limited partners agreed to meet capital calls if funds were required to pay the partnership’s operating expenses, debt service, or working capital needs. Specifically, B-Team cited section 2.6 of the LPA, which provided that each limited partner “shall contribute to the Partnership a pro rata portion based on his Percentage Interest the amount of funds required by the Partnership to pay its operation expenses, debt service, or working capital needs in excess of its revenue and other available funds.” Under this section, “operation expenses” included premiums on life insurance owed by B-Team. ¶ 17 B-Team further alleged that it initially generated revenue by leasing equipment to the Bredemann dealerships and that, in 2018, the dealerships stopped leasing the equipment from B- Team, resulting in revenue loss. On January 9, 2020, Tom issued a capital call for $197,665 to cover B-Team’s operation expenses and debt. B-Team attached the capital call letter to its counterclaim, which explained that this amount included $57,255 in premium payments paid by -6- No. 1-25-0815 Martin since 2018 and $140,410 in annual operating expenses, consisting of the life insurance premium payments. ¶ 18 B-Team further alleged that, on April 30, 2020, pursuant to the advice of B-Team’s accountant, Tom issued a revised capital call of $375,100, which included the amount set forth in the January capital call, plus an additional $171,000 in debt owed to Adelphi Enterprises, L.P., and $6,435 to reactivate one of its policies. B-Team alleged that, other than Martin’s trusts, the other limited partners refused to make their required contributions and that, therefore, except for Martin’s trusts, each of B-Team’s limited partners breached the LPA. It requested that the court enter judgment against the trusts of Joe, John, and Mary Ann. ¶ 19 C. Motions for Summary Judgment ¶ 20 Plaintiffs and Tom filed cross-motions for summary judgment, and B-Team filed a motion for partial summary judgment on its counterclaim. The parties attached to their motions the transcripts from the depositions of Tom, Joe, Martin, and John, which we summarize below. ¶ 21 Tom testified that when B-Team was formed, its purpose and primary business was to hold insurance policies on the lives of Joe, John, Martin, and Mary Ann’s husband, Steven Travnik. The policies provided liquidity in the event of a limited partner’s death and were “extremely valuable,” with each policy being worth millions of dollars. As general partner, Tom was required to ensure that the premium payments were correctly and timely paid and that there was enough money available to pay the premiums. B-Team initially generated revenue by leasing equipment to the Bredemann dealerships. ¶ 22 Tom testified that from 1999 to 2017, he delegated B-Team’s administrative responsibilities to Joe, during which time Joe handled B-Team’s day-to-day activities, maintained B-Team’s books and records, kept track of when the payments were due for the nine policies, -7- No. 1-25-0815 wrote the nine annual checks to the insurance companies, handled the lease arrangements with the dealerships, and worked with B-Team’s accountant to make sure B-Team’s tax returns were filed. Tom testified that the equipment leases terminated around 2016 or 2017 and that Joe “stopped all funding of B-Team” because Joe “wanted the policies to be taken out of B-Team and given to the limited partners and their beneficiaries.” He further testified that in 2018, Joe wanted to both defund B-Team, as well as roll B-Team’s insurance policies to the limited partners. ¶ 23 Tom testified that, sometime in 2018, he started working with Martin on B-Team’s related business and was doing his “fiscal responsibility to B-Team as far as monitoring how things were going, making—the checks were being made because of a threat of Joe in January of 2018 stopping funding.” In November 2019, Tom approved the decision to remove Joe’s access to B- Team’s bank accounts because Joe was making “erratic payments” and was not following B- Team’s guidelines, as Joe was making premium payments directly to the insurance company, not through B-Team. In November 2019, Tom also hired Martin as president of B-Team, changed B- Team’s registered place of business, and delegated the responsibility of maintaining its general accounts and day-to-day activities to Martin, all actions Tom believed he had authority to do as general partner. ¶ 24 Tom identified B-Team’s employment agreement with Martin, which left Martin’s salary blank. He testified that Martin’s salary had not been determined, and B-Team’s 2021 tax return listed $77,289 as unpaid compensation relating to Martin. Tom hired Martin as president of B-Team less than one week before the sale of the Bredemann Lexus dealership closed. Tom did not know that Martin would lose his job at the Lexus dealership upon the closing of that sale or that hiring Martin as B-Team’s president could help Martin avoid his withdrawal from the Bredemann companies. He testified that “[a]ll I know is [Martin] wanted to work at Lexus and I -8- No. 1-25-0815 needed somebody. [Martin’s] first preference was to work at Lexus or one of the dealerships,” and Tom thought “the best decision would be to hire Martin because he’s done a stellar job at Lexus *** So I thought the chances of him working for me were basically pretty limited.” Before Tom hired Martin, B-Team did not have any employees. ¶ 25 Tom testified that, in 2019, B-Team did not have any revenue to make premium payments, and Joe and John started “engaging in self-help” by making premium payments outside of B-Team. Tom testified he never knew when Joe was going to make a payment. Tom testified that the April 30, 2020, capital call letter revised the January 2020 capital call and sought $375,000 in capital. He discussed the capital call with Martin and B-Team’s accountant but did not discuss it with the other partners. Martin was the only limited partner who responded to the call and provided funds. ¶ 26 Tom further testified that, at the time of the April 2020 capital call, B-Team had seven effective life insurance policies. Two of B-Team’s policies that insured Travnik had previously lapsed due to nonpayment. He agreed that B-Team lost millions of dollars in death benefits that could have affected B-Team if something happened to Travnik. One of these policies lapsed before Martin became president. When Tom received notice that the payment for the policy was behind, Tom sent an e-mail to Joe. He testified that Joe “made it very clear they weren’t going to disburse any money from the family partnership and if the limited partner wasn’t going to pay for it, that’s what it was going to be.” ¶ 27 Tom testified that he did not personally speak with Travnik and that Martin spoke to Travnik a number of times to inform him he needed to make payments on the policies or they would expire. According to Tom, Martin reported that Travnik did not want to make the payments because Travnik thought it would benefit Joe in some way. Tom testified that he did not discuss -9- No. 1-25-0815 the matter with the insurance agent or consider having Martin or B-Team make the payments that Travnik was refusing to make. Tom stated, “[W]hy would we do that as far as knowing that we might never get the money back.” Tom testified that he was “in close communication with [Martin] because obviously the policies are very valuable and we didn’t take these lightly as far as letting a policy lapse but [Travnik] is a grown man,” and “[i]f he decides he doesn’t want to pay it, we follow his decision.” Asked whether he did anything to get Travnik’s two policies reinstated once he learned that they had lapsed, he testified that, “I believe so and *** it got to a real point to see if we could possibly get [Travnik] to change his mind” and “we pulled out a lot of stops to see if there was any way we can keep them active.” ¶ 28 Joe testified that, by late 2017, B-Team had no revenue, and the partners’ capital contributions had been depleted. B-Team’s equipment leases with the dealerships “were never meant to generate enough cash to pay the premiums,” as they were initially intended to give B- Team a business purpose. He testified that it was “commercially reasonable to terminate” the leases because the phone equipment was beyond its depreciable life. Joe identified a letter he sent to his siblings on October 26, 2017, which stated that “[w]hile we will continue to make dealership distributions sufficient to fund taxes, none of the dealerships will be making distributions to fund any other obligations, wants or needs of the shareholders, members or partners, including B- Team.” He testified that the letter also stated: “I suggest that if the full premiums for any policy are not funded by partner contributions before the premium due date, policy be distributed as directed by the insured, and that the contributions for premiums, hence no longer need to be returned.” ¶ 29 Joe read a letter he and John sent to Tom on January 12, 2018, which stated: -10- No. 1-25-0815 “We are writing to demand that the Partnership agree to sell to us, or to the trusts that we designate, each of the life insurance policies which it owns on our lives, in each case for a purchase price equal to the amount of the unearned premium as of the date of the sale.” The letter also stated that, “[i]n the alternative, we demand that the Partnership distribute each of the life insurance policies to the insured party or to trusts which they designate” and that “it’s imperative that these transfers be performed immediately.” ¶ 30 Joe testified that in December 2019, he started making premium payments on his own to keep the policies alive, as Tom and Martin were not making the payments. Joe testified that he did not pay funds into B-Team in response to B-Team’s January and April 2020 capital calls. He testified that the January 2020 capital call was inaccurate because it included Martin’s trusts, even though Martin “was deemed withdrawn by that point,” and it did not include B-Team’s debt of $171,000 owed to the Lexus dealership. Joe requested that B-Team’s accountant comment on the January 2020 capital call letter, and Joe identified the accountant’s letter dated January 29, 2020, which stated that, “[a] capital call is necessary, not only for the continued operation of the partnership, but to repay those who have advanced monies for its recent operation.” As for the April 2020 capital call letter, Joe agreed that this letter stated that pursuant to the accountant’s recommendations, B-Team’s limited partners’ ownership percentages were adjusted, and the revised capital was $375,000, which covered B-Team’s annual operation costs and debts. Joe believed the April 2020 capital call was incorrect because Martin’s trusts were listed as partners, and Martin “was deemed withdrawn.” ¶ 31 Martin testified that, in January 2018, he started helping Tom with B-Team’s operations. He testified that, in a January 2018 letter, Joe demanded that B-Team agree to sell the limited partners their respective life insurance policies. Martin disagreed with rolling out the -11- No. 1-25-0815 policies and testified that “rolling out the policies would undermine the original purpose of B- Team.” In August 2019, Martin learned that the Lexus dealership was going to be sold, which would result in him losing his employment there. On November 13, 2019, a few days before the sale of the Lexus dealership closed, Martin entered into an employment agreement with B-Team. According to Martin, in November 2019, B-Team’s operational needs changed because the premium payments changed to quarterly payments, and there was an “effort being made to undermine [B-Team’s] operation.” Martin’s salary as president of B-Team had not been determined. Asked what his responsibilities were for B-Team, he testified that he tried to “assemble what I could from a historical standpoint of B-Team to understand what had happened previously and set things up going forward, establishing a new bank account with *** better terms,” as well as keep track of the policies and the payments, initiate the process of creating a capital call, and figure out ways B-Team could earn capital. Martin testified that two of Travnik’s policies were in lapsed status before he became president. ¶ 32 John testified that he did not satisfy the January 2020 or April 2020 capital call letters. John identified the letter the accountant sent after the January 2020 capital call, which stated that “the capital call is necessary, not only for the continued operation of the partnership, but to repay advances.” John testified that he did not dispute the accuracy of B-Team’s debts, as stated in the April 2020 capital call, and that he did not meet that capital call contribution. ¶ 33 D. Plaintiffs’ Motion for Summary Judgment ¶ 34 In plaintiffs’ motion for summary judgment filed in December 2023, they argued that, under the Act (see 805 ILCS 215/603(5) (West 2022)), Tom must be expelled as general partner because he repeatedly breached the LPA. They also contended that the court should award plaintiffs’ summary judgment on their breach of contract and breach of fiduciary duty claims. -12- No. 1-25-0815 ¶ 35 As for their judicial expulsion and breach of contract claims, plaintiffs stated that Tom breached the LPA and that, therefore, the court should expel him as general partner. Plaintiffs argued that, under section 7.1, Tom was required to manage the affairs of B-Team as a fiduciary for the benefit of the partners. They asserted, however, that Tom allowed Travnik’s policies to lapse by failing to ensure that the premiums were paid and looked out for only Martin’s interests, as he hired Martin, agreed to compensate him, and issued a capital call for which only Martin agreed. ¶ 36 Plaintiffs asserted that Tom hired Martin in violation of section 7.3 of the LPA, which prohibits limited partners from taking “part in the management of the business or affairs of the Partnership.” Additionally, plaintiffs claimed that since 2018, Tom did not obtain approval from the majority of B-Team’s partners for any actions he took in violation of section 11.1 of the LPA, which provides as follows: “Except as otherwise provided by law or in this Agreement, whenever an action is to be taken by the Partnership or whenever this Agreement refers to an action to be taken by the General Partner or the Limited Partners, such action shall be taken with the agreement of a majority in interest of the Partners, the General Partner or the Limited Partners, as the case may be.” ¶ 37 Plaintiffs argued that Tom’s wrongful conduct adversely affected B-Team and made it impractical to continue B-Team’s activities with him as a general partner. According to plaintiffs, Tom irreparably damaged B-Team because he refused to consult with John and Joe about B- Team’s business and B-Team was incapable of performing the function for which it was created. ¶ 38 Plaintiffs also contended that the undisputed facts showed that Tom repeatedly breached his fiduciary duties to Joe and John. They stated that Tom, along with Martin, cut Joe off -13- No. 1-25-0815 from performing duties related to B-Team that Joe had performed for 17 years. They asserted that a few days before the sale of the Lexus dealership, Tom entered into a secret employment agreement whereby he hired Martin as president of B-Team, a decision Joe and John did not know about until several months later when Martin “used his employment” at B-Team to support a request for a temporary restraining order in the 2018 chancery case. They stated that Tom violated his duty of care by allowing Travnik’s policies to lapse without properly communicating the matter with B-Team’s limited partners or advisors, and he violated his duty of loyalty by refusing to talk to Joe and John and by withholding critical business decisions from them. ¶ 39 Lastly, plaintiffs argued that B-Team should be dissolved, asserting that B-Team’s partners could not get along, have sued each other in multiple forums, and were not speaking to each other. According to plaintiffs, the limited partners were not using B-Team for its intended purpose, and B-Team was unable to generate revenue to make premium payments. ¶ 40 Plaintiffs attached to their motion, among other things, the employment agreement between B-Team and Martin that was executed in November 2019. The agreement stated that Martin accepted the offer of employment if, upon termination of his employment at the Lexus dealership, a position of “full-time senior management level employee” at one of the Bredemann dealerships was not “made available to him.” ¶ 41 Plaintiffs also attached to their motion Martin’s intervenor motion filed in the 2018 chancery case. In that motion, Martin, along with his mother Sally Bredemann, asserted that when the assets of the Lexus dealership were sold in November 2019, Joe and John fired Martin from his position at the Lexus dealership and took the position that Martin and his trusts were involuntarily withdrawn from the family businesses because he did not have a “senior management position” with one of the Bredemann companies. In that motion, Martin further asserted that he -14- No. 1-25-0815 was currently employed in full-time senior management positions because he was president of B- Team and the senior executive of his Martin trusts. ¶ 42 E. Tom’s Motion for Summary Judgment ¶ 43 In Tom’s motion for summary judgment, he contended that plaintiffs could not establish their claims for judicial expulsion, breach of fiduciary duty, or breach of contract. He highlighted that plaintiffs did not want B-Team to continue and deliberately created B-Team’s failure to make the policy premium payments. According to Tom, Joe and John terminated B- Team’s regular source of revenue in 2017, which resulted in B-Team being consistently short on capital. ¶ 44 Citing a January 2018 letter from Joe to B-Team, Tom asserted that plaintiffs demanded that Tom roll out B-Team’s insurance policies to them. Tom argued that rolling out the policies to the insureds was “fatally flawed” and would have a “seriously deleterious effect on everyone’s individual estate plans.” He stated it would destroy B-Team’s purpose of holding the policies, as the “family of a deceased owner would receive the insurance proceeds and the Bredemann companies would still be obligated to come up with the money to redeem the deceased owners’ interest.” To support these assertions, Tom attached corporate attorney Steve Katz’s testimony from a March 9, 2023, hearing in the 2018 chancery case. ¶ 45 Tom stated that, by late 2019, B-Team was not generating any revenue, and the dealerships would not advance B-Team any funds, causing Tom to issue a capital call in April 2020, which plaintiffs did not meet. Tom cited Joe’s testimony from the 2018 chancery case on October 24, 2022, in which Joe agreed with counsel’s questions that “at some point in time you decided that you did not want B[-]Team to continue, correct?” and “so you *** as a general partner of Lexus, decided that you would no longer advance any funds to B[-]Team, correct.” -15- No. 1-25-0815 ¶ 46 Tom argued that plaintiffs could not establish that his decision to hire Martin breached his fiduciary duties, as he had the authority to make employment decisions under section 7.1 of the LPA, his decision was based on reasonable needs and circumstances, and he did not deliberately fail to manage B-Team. Tom noted that all the insurance policies were in effect except for one, which could be reinstated. Tom argued that the evidence showed he provided the limited partners with annual financial reports as required by the LPA and that the business judgment rule protected his business decisions, which he performed in good faith with the intention to protect B- Team’s long-term purpose. ¶ 47 F. B-Team’s Motion for Partial Summary Judgment ¶ 48 In B-Team’s motion for partial summary judgment on its breach of contract counterclaim, it argued that it was undisputed that the LPA required capital contributions to pay the insurance premiums and that plaintiffs failed to comply with their contractual obligations following the April 30, 2020, capital call. They asserted that because no genuine issue of fact existed as to the limited partners’ liability or the amount they owed in required capital and interest, the court should enter partial summary judgment against plaintiffs on B-Team’s counterclaim. ¶ 49 G. Capital Call Letters ¶ 50 B-Team and Tom attached to their motions for summary judgment the January 9, 2020, capital call letter; B-Team’s accountant’s January 29, 2020, letter; and the April 30, 2020, capital call letter. The January 9, 2020, capital call letter sent by Tom to the limited partners stated that, pursuant to section 2.6 of the LPA, B-Team was instituting a capital call to cover B-Team’s operation expenses and debt in the amount of $197,665, which included B-Team’s annual premium payments of $140,410, and $57,255 owed to Martin for premium payments he made to prevent the policies from lapsing. -16- No. 1-25-0815 ¶ 51 The January 29, 2020, letter sent from B-Team’s accountant, John Keating, to Tom provided that some of the limited partners had asked him to comment on his January 9, 2020, letter. The letter further stated that, “[t]he capital call is necessary not only for the continued operation of the partnership, but to repay those who have advanced monies for its recent operation.” The letter stated that B-Team correctly owed Martin $57,255 and that it also owed Adelphi Enterprises a total of $171,000 that it had previously advanced to B-Team. The debts were incurred before the sale of the Lexus dealership. ¶ 52 The April 30, 2020, capital call letter sent by Tom to the limited partners stated that B- Team’s accountant provided an updated calculation of B-Team’s ownership percentages and outstanding debt and that, “[p]er [the accountant’s] recommendations, I have adjusted the limited partner ownership percentages.” The letter stated that B-Team was instituting a revised capital call for $375,100, which included $140,410 in annual premium payments on active life insurance policies, $6,435 to reactive a life insurance policy related to Travnik, and $228,255 in existing debts, which included $171,000 owed to Adelphi Enterprises and $57,255 owed to Martin. ¶ 53 H. Circuit Court’s April 25, 2024, Order ¶ 54 In a written order on April 25, 2024, the circuit court denied plaintiffs’ motion for summary judgment on all bases, except for their request for judicial dissolution. The court granted Tom’s motion for summary judgment on all bases, except for his objection to B-Team’s judicial dissolution. In doing so, the court concluded that all of Tom’s actions for which plaintiffs complained were within the authority given to him under section 7.1 of the LPA, as he was carrying out B-Team’s business affairs and he did not need approval from the other limited partners to take such actions. -17- No. 1-25-0815 ¶ 55 As for B-Team’s breach of contract counterclaim, the court granted B-Team’s motion for partial summary judgment and entered judgment in B-Team’s favor, concluding that the third- party defendants breached the LPA by failing to respond to the capital call. ¶ 56 The court also ordered B-Team’s dissolution under the Act (see 805 ILCS 215/802 (West 2024)), concluding that the “hostility towards each other and the lack of funding for [B- Team] are both sufficient to warrant the judicial dissolution.” The court continued the matter for calculation of damages and B-Team’s dissolution and winding-up. ¶ 57 I. Motions Following April 25, 2024, Order ¶ 58 Plaintiffs moved to reconsider the court’s April 25, 2024, order granting B-Team’s motion for partial summary judgment on B-Team’s counterclaim. They argued, among other things, that there was a fact question as to whether plaintiffs breached the LPA by failing to provide funds in response to the April 2020 capital call, as the facts showed that the accuracy of the capital call was in dispute. To support their argument, plaintiffs asserted that Joe testified in his deposition that the inclusion of Martin’s trusts as partners in the capital calls was a “fatal mistake in the calculation.” They also attached a February 28, 2020, letter that the Bredemann Companies’ litigation counsel sent to the attorneys for Martin and Mary Ann, which stated that, after the November 18, 2019, closing on the sale of the Lexus dealership, Martin “ceased to be employed in a full-time senior management position” with any of the Bredemann companies, resulting in the Martin trusts’ withdrawals from the Bredemann Companies. Plaintiffs argued that the letter showed that the “Martin trusts were deemed to have withdrawn from the Bredemann Companies by virtue of the sale of Bredemann Lexus.” ¶ 59 As for B-Team, it filed a motion to reconsider the court’s ruling regarding judicial dissolution, as well as a motion requesting the court assess interest and attorney fees and enter -18- No. 1-25-0815 judgment on its counterclaim. B-Team argued that, following the court’s grant of summary judgment on its counterclaim, it is entitled to interest and costs of collection under the LPA and the court should enter judgment against plaintiffs in the amount set forth in its motion. ¶ 60 J. Circuit Court’s July 30, 2024, Order ¶ 61 On July 30, 2024, in a written order, the court denied plaintiffs’ motion to reconsider its order granting summary judgment in favor of B-Team on its counterclaim. It also denied B- Team’s motion to reconsider the judicial dissolution ruling. ¶ 62 However, as for B-Team’s motion requesting the court to assess interest and attorney fees and enter judgment on its counterclaim, the court granted in part and stayed in part that motion. The court found that B-Team reasonably incurred $72,828.29 as “costs of collection” under the LPA. However, the court stayed its ruling on damages, which included the final allocation of attorney fees and costs, until further order regarding B-Team’s dissolution and winding up. The court directed the parties to submit memorandum on B-Team’s dissolution and winding-up process. ¶ 63 K. Third-Party Defendants’ “Brief Addressing Jurisdiction” ¶ 64 Ther