## Facts

- Thomas A. Thornton, through Thornwood-related entities, and James Follensbee formed a limited partnership to develop Thornton’s Kane County land into a residential community and golf course.
- Thornton contributed substantial land and funded project costs, ultimately expending and incurring more than $8 million, and held a 75% partnership interest; Follensbee held 25% and served as managing general partner.
- Follensbee pursued negotiations with PGA Tour Golf Course Properties, Inc. and Potomac Sports Properties, Inc. to convert the course into a Tournament Players Course, which allegedly would have materially increased the project’s value.
- Thornton alleged he was not informed of ongoing negotiations and the strength/value of the PGA/Potomac proposal while Follensbee positioned himself to buy Thornton’s interest at a depressed price.
- Jenner & Block, representing Follensbee, allegedly assisted by drafting and structuring transaction documents and materials related to the PGA/Potomac plan, including documents that did not identify Thornton as a partner.
- Thornton and Follensbee entered transactions that liquidated the partnership and sold Thornton’s interest to Follensbee, accompanied by mutual releases; Thornton also signed a release in favor of Jenner & Block and individual lawyers.
- After learning additional facts about the PGA/Potomac negotiations and alleged concealment, Thornton sued Jenner & Block for aiding and abetting breach of fiduciary duty, fraud, and fraudulent inducement.
- The trial court dismissed the complaint based on the releases; Thornton appealed.

## Issues

1. Whether the release in favor of Jenner & Block barred the claims as a matter of law at the pleading stage despite allegations of fraudulent inducement and concealment of material facts.
2. Whether the complaint sufficiently alleged aiding-and-abetting liability by pleading the firm’s knowledge of the primary wrongdoing and substantial assistance.
3. Whether alleged fact disputes concerning fraud, concealment, and informed consent precluded dismissal on the pleadings.

## Decision

- The appellate court reversed the dismissal and remanded.
- The court held the complaint raised a material factual issue as to whether the release was valid and enforceable, making dismissal improper.
- The court concluded the allegations were sufficient at the pleading stage to allow the aiding-and-abetting theories to proceed.

## Legal Principles

- A release may be unenforceable if procured by fraud, misrepresentation, or concealment of material facts; such validity questions commonly present issues of fact not suitable for resolution on a motion to dismiss.
- Aiding-and-abetting liability may be stated by alleging (1) the defendant’s knowledge that the primary actor’s conduct constituted a breach or tort and (2) the defendant’s substantial assistance or encouragement of that conduct.
- When a plaintiff plausibly alleges the release itself was obtained through the wrongdoing at issue (including concealment affecting the plaintiff’s ability to make an informed decision), a court should not treat the release as an automatic bar on the pleadings.

## Conclusion

The court reinstated the action because the pleadings plausibly challenged the law firm release as fraudulently induced and alleged knowing, substantial assistance in a partner’s breach of fiduciary duty and fraud, requiring factual development rather than dismissal at the outset.


Thornwood, Inc. v. Jenner & Block, 799 N.E.2d 756 (Ill. App. Ct. 2003)