{ "id": 847508, "name": "MICHAEL POLSKY, Plaintiff-Appellant and Cross-Appellee, v. BDO SEIDMAN et al., Defendants-Appellees and Cross-Appellants", "name_abbreviation": "Polsky v. BDO Seidman", "decision_date": "1997-12-17", "docket_number": "No. 2\u201496\u20141108", "first_page": "414", "last_page": "430", "citations": [ { "type": "official", "cite": "293 Ill. App. 3d 414" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "439 S.E.2d 792", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 1994, "pin_cites": [ { "page": "794" }, { "page": "794" } ], "opinion_index": 0 }, { "cite": "113 N.C. App. 589", "category": "reporters:state", "reporter": "N.C. 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BDO SEIDMAN et al., Defendants-Appellees and Cross-Appellants." ], "opinions": [ { "text": "JUSTICE DOYLE\ndelivered the opinion of the court:\nPlaintiff, Michael Polsky, appeals from a series of trial court orders that dismissed his first amended complaint; granted a motion for sanctions against him; denied his motion for reconsideration; and awarded fees and costs against him. Defendants, BDO Seidman (BDO), Richard Krieberg (Krieberg), and Leland Graul (Graul), cross-appeal from the order awarding fees and costs.\nOn August 2, 1995, plaintiff filed a complaint against defendants in the circuit court of Lake County. A subsequent first amended complaint (the amended complaint) identified BDO as an accounting firm and Krieberg and Graul as BDO partners. The amended complaint alleged that defendants conspired with plaintiff\u2019s former employer, Indeck Energy Services, Inc. (Indeck), to defraud plaintiff of salary, bonuses, and the fair market value of Indeck stock owned by plaintiff in violation of written employment and shareholder agreements between plaintiff and Indeck. The amended complaint sought compensatory damages in excess of $25 million and punitive damages in excess of $25 million.\nThe amended complaint contained four counts. The four counts were based on theories of tortious interference with contractual relations; tortious interference with prospective economic advantage; fraud; and conspiracy to defraud plaintiff of the economic benefits of his employment and shareholder agreements.\nWe summarize the facts as taken from the amended complaint. Indeck terminated plaintiff on September 21, 1990. The termination was pursuant to a clause in plaintiff\u2019s written employment agreement with Indeck. The employment agreement allowed Indeck to terminate plaintiff if Indeck\u2019s net worth, as of June 1, 1990, was less than -$500,000. The termination was allegedly wrongful because In-deck actually had a net worth far greater than -$500,000 on that date.\nThe amended complaint further alleged that defendants precipitated plaintiff\u2019s wrongful termination by certifying financial statements for Indeck as of May 31, 1990, and November 30, 1990; the financial statements improperly deferred a $16 million gain realized by Indeck on March 16, 1990, and an $11.3 million gain realized by Indeck on June 23, 1990; defendants knew that the sole reason In-deck wanted to defer these gains was so the financial statements would show a net worth for Indeck of less than -$500,000 thereby allowing plaintiff\u2019s termination; defendants\u2019 legal and professional obligations as auditors required the recognition of the gains at the time they were received; such recognition would have resulted in a positive net worth on the financial statements; and, but for the financial statements, Indeck would have had no grounds to terminate plaintiff.\nThe amended complaint further alleged that on September 21, 1990, pursuant to his employment agreement, plaintiff initiated an arbitration claim; during a hearing in the arbitration proceeding, In-deck relied on the May 31, 1990, financial statement prepared by BDO to attempt to show that Indeck had a net worth of less than -$500,000 on the audit date and that plaintiff\u2019s termination was therefore proper; Krieberg and Graul, who had prepared the financial statement, testified at the arbitration hearing in support of the financial statement; on November 27, 1991, the arbitrator determined that Indeck had wrongfully terminated plaintiff; the arbitrator awarded plaintiff $6,638,000 for lost salary and incentive compensation with interest of 10% per annum effective January 31, 1991; the arbitrator also awarded plaintiff $15,030,000 for the value of his In-deck stock; on February 20, 1992, the circuit court of Cook County confirmed the arbitrator\u2019s award for salary and incentive compensation, but vacated the award for the stock; and on February 28, 1992, Indeck paid plaintiff $7,301,005.80 pursuant to the arbitration award.\nThe amended complaint also alleged that plaintiff subsequently filed an action in the circuit court of Lake County (Lake County I) seeking to recover the value of his Indeck stock; the action was against Indeck, Indeck\u2019s chairman of the board, and others, but not the defendants in this case; and on May 10, 1994, plaintiff and the other parties in Lake County I settled all of their disputes by entering into a settlement and release agreement which contained release provisions (the release).\nDefendants responded to plaintiff\u2019s amended complaint by filing a motion to dismiss the complaint. Defendants asserted, inter alla, that plaintiff\u2019s action was barred by the two-year statute of limitations set out in section 13 \u2014 214.2(a) of the Code of Civil Procedure (Code) (735 ILCS 5/13 \u2014 214.2(a) (West 1996)) and by the release.\nOn February 14, 1996, the trial court entered an order dismissing plaintiff\u2019s first amended complaint with prejudice. The order was based on the statute of limitations and the release.\nDefendants then filed a motion for sanctions pursuant to Supreme Court Rule 137 (155 Ill. 2d R. 137). The motion sought an order requiring plaintiff to pay defendants for their attorney fees and costs.\nOn May 22, 1996, the trial court entered an order granting defendants\u2019 motion for sanctions. On June 12, 1996, the trial court entered an order which slightly amended the reasoning set out in the May 22, 1996, order. The amended order stated, in relevant part:\n\"Supreme Court Rule 137 requires that this Court set forth with specificity the reasons and basis of any sanction imposed. The Court\u2019s specific reasons are as follows:\n1. Plaintiff filed this action over 5 years after he received notice of his termination by Indeck, allegedly caused by the accountant defendants. This is 3 years plus after the two year statute of limitation applicable to accountants had expired. Plaintiff\u2019s research found no basis for a good faith belief that his claim was not barred by the statute of limitations in 735 ILCS 13 \u2014 214.2(a).\n2. In exchange for the receipt of a very large sum of money, plaintiff signed a broad release. The terms of the release extended to Indeck\u2019s 'agents,\u2019 'affiliates of any kind,\u2019 and to 'any person acting on [Indeck\u2019s] behalf... .\u2019 By its terms, the release clearly encompassed defendants, who were alleged by plaintiff to have acted on Indeck\u2019s behalf and as its agents.\n3. In dismissing this action, I found that Polsky\u2019s claim was barred by the statue [sic] of limitations and the release, as set forth above. This Court did not find it necessary to reach the other grounds raised by defendants. Because plaintiff\u2019s claim was clearly barred by the statute of limitations and release, and plaintiff\u2019s explanations for filing his action in the face of the statute of limitations and release provide no good faith basis for believing the action was well grounded in fact or law, this Court finds that defendants are entitled to an award of sanctions in the amount of their fees, costs and expenses caused by the filing of this action by plaintiff. I find that plaintiff\u2019s action in filing this suit was an egregious violation of Rule 137.\u201d\nOn June 12, 1996, the date that the trial court entered the amended order, plaintiff motioned for reconsideration. Plaintiff sought an order vacating the trial court\u2019s ruling insofar as it was based on the release. On July 24, 1996, the trial court entered an order which denied plaintiff\u2019s motion for reconsideration.\nOn August 22, 1996, the trial court entered an order awarding fees and expenses to defendants. The order awarded fees in the amount of $100,000 and expenses in the amount of $4,047.11. The order contained language allowing an immediate appeal.\nOn September 19, 1996, plaintiff filed a notice of appeal from the trial court orders entered on February 14, 1996; May 22, 1996; June 12, 1996; July 24, 1996; and August 22, 1996. On September 27, 1996, defendants filed a notice of cross-appeal from the trial court order entered on August 22, 1996.\nInitially, we briefly address a motion that was taken with the case. On April 18, 1997, plaintiff filed a motion with this court seeking to strike parts of defendants\u2019 cross-appeal reply brief. Plaintiff alleged that defendants violated Supreme Court Rule 341(g) (155 Ill. 2d R. 341(g)) in their cross-appeal reply brief.\nRule 341(g) states:\n\"The reply brief, if any, shall be confined strictly to replying to arguments presented in the brief of the appellee and need contain only Argument.\u201d 155 Ill. 2d R. 341(g).\nPlaintiff contends that certain sections of defendants\u2019 cross-appeal reply brief violated Rule 341(g) because they were not strictly confined to replying to arguments presented by plaintiff in his cross-appeal brief.\nWe have carefully reviewed the briefs in question and have determined that plaintiff\u2019s motion is without merit. Plaintiff\u2019s cross-appeal brief incorporated all the arguments plaintiff previously made in his reply brief and plaintiff thereby broadened the arguments in his cross-appeal brief to which defendants could properly reply. Accordingly, plaintiff\u2019s motion to strike defendants\u2019 cross-appeal reply brief is denied.\nWe now turn to the merits of plaintiff\u2019s appeal and defendants\u2019 cross-appeal. The parts of defendants\u2019 motion to dismiss that the trial court relied on in reaching its decision to dismiss plaintiff\u2019s amended complaint were filed pursuant to section 2 \u2014 619 of the Code (735 ILCS 5/2 \u2014 619 (West 1996)). The purpose of a motion to dismiss under section 2 \u2014 619 is to dispose of issues of law and easily proved questions of fact at the outset of a case. Zedella v. Gibson, 165 Ill. 2d 181, 185 (1995). A reviewing court determines the propriety of the dismissal de nova. Goran v. Glieberman, 21 & Ill. App. 3d 590, 592 (1995). The question on appeal is whether a genuine issue of material fact exists and, if not, whether the defendant is entitled to judgment as a matter of law. Wright v. City of Danville, 174 Ill. 2d 391, 398-99 (1996).\nPlaintiff first contends that the trial court erred when it ruled that the release discharged defendants. In the release, plaintiff discharged Indeck, Indeck\u2019s chairman of the board, other named companies and individuals, and \"each of its or their officers, directors, shareholders, agents, employees, attorneys and any person acting on its or their behalf, from any and all claims\u201d arising from the settled litigation. The release did not specifically name any of the defendants in this case. The trial court determined that the release encompassed defendants because they were Indeck\u2019s agents and/or had acted on Indeck\u2019s behalf.\nPlaintiff contends that the trial court\u2019s ruling was erroneous because (1) Alsup v. Firestone Tire & Rubber Co., 101 Ill. 2d 196 (1984), and Brady v. Prairie Material Sales, Inc., 190 Ill. App. 3d 571 (1989), are the controlling cases and these cases require that, to be effective, a release must specifically name or otherwise specifically identify those to whom it applies, and the release in this case did not name or specifically identify defendants; (2) even if a term in the release such as the term \"agents\u201d was deemed to be a term of specific identification, no term in the release applied to defendants; and (3) plaintiff did not intend to release defendants.\nDefendants respond that the trial court correctly ruled that the release discharged them because (1) under Cummings v. Beaton & Associates, Inc., 249 Ill. App. 3d 287 (1992), the term \"agents\u201d is a term of specific identification sufficient to render a release effective; (2) defendants were Indeck\u2019s agents and the release therefore specifically identified them and released them; and (3) plaintiff\u2019s intent regarding whom the release applied to should be determined from the unambiguous language of the release, which shows that it applied to defendants.\nIn Alsup, the plaintiffs were passengers in a car who were injured in a two-car accident. The plaintiffs settled with the driver of the other car for the limit of his insurance and executed releases in favor of the other driver and his parents. The releases discharged \"Payer, and all other persons, firms, and corporations, both known and unknown, of and from any and all claims.\u201d Alsup, 101 Ill. 2d at 198.\nThe plaintiffs in Alsup subsequently filed a products liability action against Firestone, the manufacturer of a tire that had blown out on the other car. The trial court in the products liability case certified a question for appeal as to whether the releases applied to discharge Firestone where the plaintiffs believed no cause of action existed against Firestone at the time they signed the releases, and where the plaintiffs attached affidavits that they did not intend to release Firestone. Alsup, 101 Ill. 2d at 198.\nIn answering the certified question, our supreme court construed section 2(c) of the Contribution Among Joint Tortfeasors Act (Act) which stated, in relevant part, that a release given in good faith did not discharge other tortfeasors \"unless its terms so provide\u201d (Ill. Rev. Stat. 1979, ch. 70, par. 302(c)). The court determined that the legislature intended section 2(c) of the Act to limit the discharge of other tortfeasors through a release to those designated by name or otherwise specifically identified. Alsup, 101 Ill. 2d at 201. The court concluded that the releases in question did not name or otherwise designate Firestone and noted that the plaintiffs did not intend to release Firestone but only the \"payers\u201d and their successors and assigns. Alsup, 101 Ill. 2d at 202.\nIn Brady, the plaintiff was injured when, after averting a car which had swerved into its lane during a heavy snow, a truck went out of control and crashed into the office building where the plaintiff was working. The plaintiff sued the car driver, the truck driver, and, on a theory of respondeat superior, the truck driver\u2019s employer. The plaintiff settled with the truck driver and the truck driver\u2019s personal insurance carrier for the policy limit. The written settlement agreement contained release provisions. Although not a party to the settlement agreement, the employer subsequently motioned to dismiss the claims against it on the ground that the settlement agreement released all parties. The trial court ruled that the settlement agreement discharged the employer and granted its motion to dismiss. Brady, 190 Ill. App. 3d at 574-75.\nThe release terms named the truck driver and his insurer and also discharged his or their \" 'agents, servants, successors, heirs, executors, administrators, officers, directors and employees and insurers, and all other persons, firms, corporations, associations, partnerships or other entities.\u2019 \u201d (Emphasis omitted.) Brady, 190 Ill. App. 3d at 576.\nThis court found that the release was an unambiguous general release and declined to consider extrinsic evidence as to the intent of the parties to release any and all persons or other entities. Brady, 190 Ill. App. 3d at 577-78. However, this court stated that Alsup held that in order for a release to discharge tortfeasors other than the ones who bargained for the release, the release must specifically identify the other tortfeasors. Brady, 190 Ill. App. 3d at 580. This court concluded that section 2(c) of the Act, as construed by Alsup, prevented an unqualified general release from discharging an employer who was not specifically identified in the release and was not a party to the settlement agreement that contained the release. Brady, 190 Ill. App. 3d at 583-84.\nIn Cummings, the plaintiffs sued McDonald\u2019s Corporation (Mc-Donalds), claiming that McDonalds waged a war of harassment and intimidation against them after a jury awarded the plaintiffs\u2019 company a $52 million verdict in an underlying case. The plaintiffs alleged that McDonalds had breached a postjudgment settlement agreement which purportedly settled the underlying case and that McDonalds had hired other defendants, such as private detectives, to investigate and harass the plaintiffs. Cummings, 249 Ill. App. 3d at 292. The settlement agreement in question contained release provisions which stated that McDonalds and the plaintiffs wished to settle all potential litigation between them and defined McDonalds to include its \" 'past and present officers, directors, employees, agents and attorneys.\u2019 \u201d (Emphasis in original.) Cummings, 249 Ill. App. 3d at 321.\nIn Cummings, the plaintiffs relied on Alsup and argued on appeal that the release did not discharge the non-McDonalds defendants because they did not specifically name or identify them. The Appellate Court, First District, determined that the non-McDonalds defendants were McDonalds\u2019 agents and held that Alsup permitted identification by means other than actual naming, such as by designating a class of persons. Cummings, 249 Ill. App. 3d at 322-23. The court concluded that the release in question encompassed and released all of the non-McDonalds defendants as agents of McDonalds.\nWe agree with Cummings that Alsup and its progeny, including Brady, do not require that a release must actually name other tortfeasors in order for the release to discharge the other tortfeasors. We also agree with Cummings that the designation of a class of persons in a release can satisfy the Alsup requirement of specific identification. This does not conflict with Brady, because the issue of class designation did not arise in that case.\nIn this case, the release contains two class designations that could apply to defendants. These class designations are (1) Indeck\u2019s agents; and (2) persons who acted on Indeck\u2019s behalf.\nPlaintiff directs most of his attention to the class designation of \"agents.\u201d Plaintiff first contends that the word \"agents\u201d in a release does not satisfy the Alsup requirement of specific identification. However, as previously noted, we believe that Cummings correctly held that a class designation such as \"agents\u201d can satisfy the Alsup requirement.\nPlaintiff next contends that defendants were not Indeck\u2019s agents because they were independent contractors acting as auditors for Indeck. However, plaintiff\u2019s position is inconsistent with the allegations in his amended complaint that Indeck directed defendants to improperly defer assets in a financial statement and that defendants did so. Because it was Indeck who activated defendants, we conclude that defendants were Indeck\u2019s agents. See Cummings, 249 Ill. App. 3d at 322. Thus the class designation \"agents\u201d in the release encompassed defendants.\nEven if we agreed with plaintiff, arguendo, that defendants were not Indeck\u2019s agents, we find that defendants certainly acted on behalf of Indeck. Therefore, the class designation in the release of \"any person acting on [Indeck\u2019s] behalf\u2019 encompassed defendants.\nPlaintiff\u2019s final argument regarding the release is that the release did not discharge defendants because plaintiff did not intend for the release to apply to defendants. Plaintiff asserts that unless he intended the release to apply to defendants it does not apply to them. Plaintiff supports his position with an affidavit regarding his intent when he executed the release.\nWhere a written instrument is clear and unambiguous, extrinsic evidence as to the party\u2019s intent is not admissible. Brady, 190 Ill. App. 3d at 578. In this case, the release unambiguously applied to In-deck\u2019s agents and persons who acted on Indeck\u2019s behalf. Defendants were members of these classes. Therefore, we may not consider paroi evidence to determine plaintiff\u2019s intent with respect to whether the release encompassed defendants.\nFor these reasons, we conclude that the release encompassed defendants. Therefore, the trial court did not err when it determined that the release discharged the defendants.\nPlaintiff next contends that the trial court erred when it ruled that the two-year statute of limitations provided by section 13\u2014 214.2(a) of the Code barred his cause of action against defendants. In-deck terminated plaintiff on September 21, 1990. Plaintiff does not dispute that his cause of action \u00bfgainst defendants, if any, accrued by that date. Plaintiff filed his complaint against defendants on August 2, 1995. Thus, if the two-year statute of limitations provided by section 13 \u2014 214.2(a) applied, it barred plaintiff\u2019s complaint against defendants. Plaintiff argues that a five-year statute of limitations provided by section 13 \u2014 205 of the Code (735 ILCS 5/13 \u2014 205 (West 1996)) applied and his complaint against defendants was not time barred.\nSection 13 \u2014 214.2(a) provides:\n\"Actions based upon tort, contract or otherwise against any person, partnership or corporation registered pursuant to the Illinois Public Accounting Act [(225 ILCS 450/0.01 et seq. (West 1996))], as amended, or any of its employees, partners, members, officers or shareholders, for an act or omission in the performance of professional services shall be commenced within 2 years from the time the person bringing an action knew or should reasonably have known of such act or omission.\u201d 735 ILCS 5/13 \u2014 214.2(a) (West 1996).\nSection 13 \u2014 214.2(a) plainly sets out a two-year statute of limitations. However, plaintiff maintains that section 13 \u2014 214.2(a) does not apply (at least not completely) to his cause of action. Plaintiff argues that (1) section 13 \u2014 214.2(a) applies only to professional malpractice actions and, because his complaint against defendants is not a professional malpractice action, section 13 \u2014 214.2(a) does not apply to it; and (2) section 13 \u2014 214.2(a) applies only to firms or accountants registered under the Illinois Public Accounting Act (225 ILCS 450/ 0.01 et seq. (West 1996)) but neither BDO nor Graul was registered under that act so that section 13 \u2014 214.2(a) applies, if at all, only to Krieberg.\nWe first address plaintiffs argument that section 13 \u2014 214.2(a) applies only to malpractice actions. Plaintiff focuses on the phrase \"in the performance of professional services\u201d in section 13 \u2014 214.2(a). Plaintiff asserts that neither the legislature nor any reported Illinois case has defined this phrase. Plaintiff maintains that the phrase indicates a legislative intent to limit the applicability of section 13\u2014 214.2(a) to professional malpractice cases. Plaintiff argues that, because of the limitation to professional malpractice actions, acts or omissions such as those alleged in his amended complaint that involve fraud or tortious interference but do not involve professional malpractice do not fall within the scope of section 13 \u2014 214.2(a).\nWhen construing a statute, a court should ascertain and give effect to the intent of the legislature using the language of the statute as the most reliable indicator of legislative intent. In re S.G., 175 Ill. 2d 471, 480 (1997). When unambiguous terms in the statute are not specifically defined, a court should give the terms their plain and ordinary meaning. Hayes v. Mercy Hospital & Medical Center, 136 Ill. 2d 450, 455 (1990). To determine legislative intent, a court should read the statute as a whole and consider all relevant parts. Advincula v. United Blood Services, 176 Ill. 2d 1, 17-18 (1996). The construction of a statute is an issue of law and our review is therefore de nova. Boaden v. Department of Law Enforcement, 171 Ill. 2d 230, 237 (1996).\nThe plain language of section 13 \u2014 214.2(a) leads us to conclude that the legislature did not intend to limit its applicability to professional malpractice actions. We can discern nothing in the language of section 13 \u2014 214.2(a) which even hints at such a limitation. Rather, by its plain words, section 13 \u2014 214.2(a) applies to actions based on tort, contract, or otherwise arising from acts or omissions in the performance of professional services involving accounting. This is broad language. If the legislature had intended to limit the applicability of the statute to professional malpractice actions, it could have simply said that. It did not do so. We should not impose, under the guise of statutory construction, limitations that are inconsistent with the plain meaning of the statute. Nottage v. Jeka, 172 Ill. 2d 386, 392 (1996).\nNone of the authorities relied on by plaintiff persuades us that the legislature intended to limit the applicability of section 13\u2014 214.2(a) to professional malpractice actions. In the cases cited by plaintiff that have applied section 13 \u2014 214.2(a), no court has limited its applicability to professional malpractice cases. On the contrary, these cases routinely apply section 13 \u2014 214.2(a) to actions other than professional malpractice actions. See, e.g., Terrell v. Childers, 920 F. Supp. 854, 862 (N.D. Ill. 1996) (applying section 13 \u2014 214.2(a) to statutory fraud claim); Cashman v. Coopers & Lybrand, 877 F. Supp. 425, 437 (N.D. Ill. 1995) (applying section 13 \u2014 214.2(a) to common-law fraud claim).\nThe legislative history relied on by plaintiff is equally unpersuasive. It is not legislative history for section 13 \u2014 214.2(a). Rather, it is legislative history for an analogous statute related to legal malpractice. Even construing this legislative history liberally in favor of plaintiff provides no support for limiting section 13 \u2014 214.2(a) to malpractice actions. At most, the cited legislative history shows that section 13 \u2014 214.2(a) applies to malpractice actions. It does not show that section 13 \u2014 214.2(a) applies only to malpractice actions.\nThe foreign cases cited by plaintiff that held that a statute of limitations regarding the performance of professional services was limited to malpractice actions do not require us to construe section 13 \u2014 214.2(a) as limited to malpractice actions. The statute of limitations in question in those cases, unlike section 13 \u2014 214.2(a), specifically referenced a cause of action for malpractice.\nThe cases plaintiff cites regarding the scope of professional liability insurance policies are equally unpersuasive. These cases do not involve section 13 \u2014 214.2(a).\nA case not cited by the parties, City National Bank v. Checkers, Simon & Rosner, 32 F.3d 277 (7th Cir. 1994), provides support for the trial court\u2019s decision because it involves a factual pattern similar to the facts in this case. In City National Bank, the plaintiff, a bank, filed a claim for fraud and negligence against an accounting firm and one of its partners. The partner had overseen the preparation of allegedly improper financial statements for an individual who used the statements when he sought and obtained a loan from the bank on which he later defaulted. City National Bank, 32 F.3d at 278-79.\nThe accounting firm motioned to dismiss the bank\u2019s complaint on the ground that the two-year statute of limitations provided by section 13 \u2014 214.2(a) barred the complaint. The United States Court of Appeals for the Seventh Circuit confirmed the decision of the district court to dismiss the complaint and held that section 13 \u2014 214.2(a) was applicable to the fraud and negligence claims. City National Bank, 32 F.3d at 284.\nIn sum, based on the plain language of section 13 \u2014 214.2(a), the cases relied on by the parties, and City National Bank, we conclude that section 13 \u2014 214.2(a) is not limited in its application to professional malpractice cases, but also applies to cases alleging fraud by a public accountant. Accordingly, the trial court did not err when it determined that the two-year statute of limitations provided by section 13 \u2014 214.2(a) applied to this case.\nPlaintiff next contends that even if section 13 \u2014 214.2(a) is not limited to professional malpractice actions and applied to this action it did not apply to all the defendants. Citing the language of the statute, plaintiff posits that section 13 \u2014 214.2(a) applies only to persons or entities \"registered pursuant to the Illinois Public Accounting Act\u201d (Accounting Act) (225 ILCS 450/0.01 et seq. (West 1996)). Plaintiff asserts that neither BDO nor Graul was so registered at the time he filed his complaint against defendants and therefore section 13 \u2014 214.2(a) does not apply to them. Plaintiff does not dispute Krieberg\u2019s registration under the Accounting Act and therefore concedes that section 13 \u2014 214.2(a) would bar the complaint with respect to Krieberg if applicable to the complaint.\nDefendants acknowledge that BDO was not registered under the Accounting Act when plaintiff filed his complaint against defendants on August 2, 1995. However, defendants established by documents attached to their motion to dismiss the amended complaint that BDO was registered under the Accounting Act at the time plaintiff\u2019s cause of action accrued and remained registered until November 30, 1994, when EDO\u2019s license expired. Defendants argue that BDO was therefore registered during the entire statute of limitations period and that section 13 \u2014 214.2(a) should apply to BDO. Defendants also argue that section 13 \u2014 214.2(a) applies to Graul as EDO\u2019s employee.\nWe agree with defendants that section 13 \u2014 214.2(a) applies to those registered under the Accounting Act at the time the alleged act or omission in question occurred. It would be absurd to construe section 13 \u2014 214.2(a) to mean that it applied to those registered at some other time. We must presume that the legislature did not intend an absurdity when it enacted a statute. In re B.C., 176 Ill. 2d 536, 543 (1997). Therefore, because BDO was registered under the Accounting Act at the time of its alleged misconduct, we conclude that section 13 \u2014 214.2(a) applied to it. Section 13 \u2014 214.2(a) also applied to Graul because he was EDO\u2019s employee or a partner of BDO at the time and section 13 \u2014 214.2(a) plainly applies to such persons.\nFor all these reasons, we conclude that the trial court did not err when it determined that the two-year statute of limitations provided by section 13 \u2014 214.2(a) barred plaintiff\u2019s complaint in this case.\nPlaintiff next contends that the trial court erred when it sanctioned him pursuant to Supreme Court Rule 137 (155 Ill. 2d R. 137). The trial court sanctioned plaintiff on the basis of the release and the statute of limitations issues. Plaintiff asserts that the trial court abused its discretion when it imposed these sanctions because his arguments in support of the release and the statute of limitations issues merely presented innovative and aggressive positions, including questions of first impression, which were well within the range of acceptable argument sufficient to preclude sanctions under Rule 137.\nRule 137 imposes an affirmative duty on both litigants and attorneys to conduct an investigation of the facts and law before filing an action, pleading, or other paper. Kellett v. Roberts, 281 Ill. App. 3d 461, 464 (1996). The rule requires that a party or his or her attorney sign pleadings and other legal papers to certify that he or she has read the document, has made a reasonable inquiry into its basis, and believes that it is well grounded in fact or existing law or that there is a good-faith argument for the extension, modification, or reversal of existing law and that it is not interposed for any improper purpose such as to harass or cause unnecessary delay or needless increase in the cost of litigation. 155 Ill. 2d R. 137. If a party or attorney signs a pleading or other paper in violation of the rule, a court may impose sanctions upon the person who signed it, a represented party, or both. 155 Ill. 2d R. 137.\nThe decision to impose sanctions under Rule 137 is within the sound discretion of the trial court. North Shore Sign Co. v. Signature Design Group, Inc., 237 Ill. App. 3d 782, 790 (1992). A reviewing court will not reverse a trial court\u2019s decision to impose sanctions absent an abuse of discretion. O\u2019Brien & Associates, P.C. v. Tim Thompson, Inc., 274 Ill. App. 3d 472, 482 (1995). A trial court abuses its discretion only if no reasonable person would take its view. Fremarek v. John Hancock Mutual Life Insurance Co., 272 Ill. App. 3d 1067,1074 (1995). However, this deferential standard does not prevent a reviewing court from independently reviewing the record and finding an abuse of discretion where the facts warrant. Pritzker v. Drake Tower Apartments, Inc., 283 Ill. App. 3d 587, 590 (1996).\nIn this case, the trial court based its decision to impose sanctions on plaintiff on both the release and the statute of limitations issues. We will first address the question of sanctions b\u00e1sed on the release issue.\nThe trial court set out its reasons for imposing sanctions on plaintiff in the amended order entered on June 12, 1996. In that order, the court found that the release clearly barred plaintiff\u2019s complaint against defendants. The court explained that the release, by using the terms \"agents\u201d and \"any person acting on [Indeck\u2019s] behalf,\u201d clearly encompassed defendants. The court found that, in view of the release, plaintiff failed to establish a good-faith basis for believing that his action against defendants was well grounded in fact or law.\nRule 137 allows sanctions when a party asserts a legal proposition that is contrary to established precedent. Ambrose v. Thornton Township School Trustees, 274 Ill. App. 3d 676, 685 (1995). A court should not impose sanctions on a party who presents objectively reasonable arguments for his position, regardless of whether the arguments are deemed to be unpersuasive or incorrect. Ambrose, 274 Ill. App. 3d at 685. It is not per se unreasonable to pursue a possible claim where the defendant has strong defenses. In re Marriage of Sykes, 231 Ill. App. 3d 940, 949 (1992).\nIn this case, our review of the record shows that plaintiff presented objectively reasonable arguments in support of his position that the release did not discharge defendants. Plaintiff first noted the holding in Alsup that the scope of a release as to other tortfeasors extends only to those specifically identified. See Alsup, 101 Ill. 2d at 201. Although Cummings held that class designations such as \"agents\u201d would satisfy the Alsup requirements for an effective release (Cummings, 249 Ill. App. 3d at 322-23), this district had not yet ruled on the class designation question. At the same time, there was case law in another district of the appellate court which held that a bright-line rule required that a tortfeasor be specifically named in order to be within the scope of a release in a contribution action. Stro-Wold Farms v. Finnell, 211 Ill. App. 3d 113, 116 (1991).\nIn view of these divergent authorities, plaintiff\u2019s arguments in support of his position were objectively reasonable. That is enough to render the imposition of sanctions an abuse of discretion. Accordingly, we conclude that sanctions should not have been imposed on plaintiff on the basis of the release issue.\nWe next address the question of whether the trial court abused its discretion when it imposed sanctions on plaintiff on the basis of the statute of limitations issue. In its amended order, the trial court stated that plaintiff filed his complaint against defendants more than three years after the two-year statute of limitations provided by section 13 \u2014 214.2(a) had expired. The trial court imposed sanctions on plaintiff after finding that the statute of limitations barred plaintiff\u2019s claim and that, in the face of the statute of limitations, plaintiff had not provided a good-faith basis for believing that his action was well grounded in fact or law. We note, however, that the court commented, \"There was certainly some novelty because it\u2019s a case of first impression as far as the Statute of Limitations in this particular matter.\u201d\nIn plaintiff\u2019s view, the statute of limitations did not clearly bar his complaint against defendants. Plaintiff\u2019s primary argument in support of his position is that no reported case had decided the issue of whether section 13 \u2014 214.2(a) was limited to professional malpractice actions, and, based on the language of the statute and other authorities, it was reasonable to construe the statute as so limited.\nNeither party cited, and our research has not disclosed, a case which directly resolved the question of whether section 13 \u2014 214.2(a) is limited to professional malpractice actions. The only reported Illinois case we are aware of that applied section 13 \u2014 214.2(a) applied it to an accounting malpractice action but did not determine whether section 13 \u2014 214.2(a) was limited in its application to such actions. Dancor International, Ltd. v. Friedman, Goldberg & Mintz, 288 Ill. App. 3d 666, 672 (1997). The federal cases cited by the parties applied section 13 \u2014 214.2(a) to actions other than malpractice actions, but, as plaintiff points out, these cases did not address the question of limiting the applicability of section 13 \u2014 214.2(a) to malpractice actions.\nIn support of his position, plaintiff argued that the phrase \"the performance of professional services\u201d in section 13 \u2014 214.2(a) should be construed to limit the section\u2019s applicability to malpractice actions. As authority for this view, plaintiff relied on, inter alla, two foreign cases. These cases construed similar language in a similar statute to limit the applicability of that statute to malpractice actions. Barger v. McCoy Hillard & Parks, 120 N.C. App. 326, 335, 462 S.E.2d 252, 259 (1995); Sharp v. Teague, 113 N.C. App. 589, 592, 439 S.E.2d 792, 794 (1994).\nWe recognize that, unlike section 13 \u2014 214.2(a), the statute that the foreign cases construed specifically referenced a malpractice action. See Sharp, 113 N.C. App. at 593, 439 S.E.2d at 794. Nonetheless, the foreign cases were arguably some authority for plaintiff to cite in support of his argument that section 13 \u2014 214.2(a) should be limited in its applicability to malpractice actions.\nBased on this record, we conclude that plaintiff made objectively reasonable arguments in support of his position that section 13\u2014 214.2(a) should be construed to limit its applicability to malpractice actions. Because plaintiff made objectively reasonable arguments in support of his position, we conclude that there was an insufficient basis for imposing sanctions on plaintiff on the statute of limitations issue.\nWe have determined that the trial court erred when it imposed sanctions on plaintiff with respect to both the release and statute of limitations issues. Those issues were the only bases that the trial court specified for imposing sanctions. Accordingly, we must reverse the trial court orders that imposed sanctions on plaintiff and assessed fees and costs against plaintiff pursuant to the sanctions. Therefore, we need not address defendants\u2019 cross-appeal regarding the propriety of the amount of the fees and costs.\nBased on the foregoing, the dismissal of plaintiff\u2019s amended complaint is affirmed and the imposition of sanctions and the assessment of fees and costs against plaintiff are reversed.\nAffirmed in part and reversed in part.\nRATHJE and HUTCHINSON, JJ., concur.", "type": "majority", "author": "JUSTICE DOYLE" } ], "attorneys": [ "Robert S. Baizer and Joseph E. Kolar, both of Baizer & Kolar, P.C., of Highland Park, for appellant.", "Gary L. Prior and Alan S. Rutkoff, both of McDermott, Will & Emery, of Chicago, for appellees." ], "corrections": "", "head_matter": "MICHAEL POLSKY, Plaintiff-Appellant and Cross-Appellee, v. BDO SEIDMAN et al., Defendants-Appellees and Cross-Appellants.\nSecond District\nNo. 2\u201496\u20141108\nOpinion filed December 17, 1997.\nRobert S. Baizer and Joseph E. Kolar, both of Baizer & Kolar, P.C., of Highland Park, for appellant.\nGary L. Prior and Alan S. Rutkoff, both of McDermott, Will & Emery, of Chicago, for appellees." }, "file_name": "0414-01", "first_page_order": 434, "last_page_order": 450 }