September 17, 2008
MICHAEL A. DOWNS, ) Appeal from the Circuit Court
) of Cook County, Illinois.
v. ) No. 07 L 009891
ROSENTHAL COLLINS GROUP, L.L.C., ) Honorable Dennis J. Burke,
) Judge Presiding.
PRESIDING JUSTICE MURPHY delivered the opinion of the court:
On September 19, 2007, plaintiff, Michael A. Downs, filed a complaint against
defendant, Rosenthal Collins Group, L.L.C., for breach of contract and declaratory judgment.
Plaintiff alleged that defendant breached its Operating Agreement by failing to indemnify
plaintiff for attorney fees incurred in his successful defense of claims of breach of fiduciary duty
and breach of contract brought by defendant in an earlier action. Defendant filed a motion to
dismiss pursuant to section 2-615 of the Illinois Code of Civil Procedure. 735 ILCS 5/2-615
(West 2004). The trial court granted defendant’s motion with prejudice, finding the
indemnification provision of the operating agreement did not give rise to indemnification for
attorney fees. For the following reasons, we affirm the findings of the trial court.