{ "id": 186571, "name": "CITYLINK GROUP LTD., et al., Plaintiffs-Appellants and Cross-Appellees, v. HYATT CORPORATION, Defendant-Appellee and Cross-Appellant", "name_abbreviation": "Citylink Group Ltd. v. Hyatt Corp.", "decision_date": "2000-05-12", "docket_number": "No. 1\u201499\u20140943", "first_page": "829", "last_page": "841", "citations": [ { "type": "official", "cite": "313 Ill. App. 3d 829" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "395 N.E.2d 921", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1979, "opinion_index": 0 }, { "cite": "77 Ill. 2d 173", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5490363 ], "year": 1979, "opinion_index": 0, "case_paths": [ "/ill-2d/77/0173-01" ] }, { "cite": "545 N.E.2d 672", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1989, "opinion_index": 0 }, { "cite": "131 Ill. 2d 145", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5570227 ], "year": 1989, "opinion_index": 0, "case_paths": [ "/ill-2d/131/0145-01" ] }, { "cite": "630 N.E.2d 1024", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1994, "opinion_index": 0 }, { "cite": "259 Ill. App. 3d 269", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2869336 ], "year": 1994, "opinion_index": 0, "case_paths": [ "/ill-app-3d/259/0269-01" ] }, { "cite": "558 N.E.2d 161", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1990, "pin_cites": [ { "page": "172" } ], "opinion_index": 0 }, { "cite": "200 Ill. App. 3d 802", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2461480 ], "year": 1990, "pin_cites": [ { "page": "819" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/200/0802-01" ] }, { "cite": "357 N.E.2d 211", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1976, "opinion_index": 0 }, { "cite": "43 Ill. App. 3d 400", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2722814 ], "year": 1976, "pin_cites": [ { "page": "403" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/43/0400-01" ] }, { "cite": "568 N.E.2d 870", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1991, "pin_cites": [ { "page": "878" } ], "opinion_index": 0 }, { "cite": "142 Ill. 2d 495", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3236738 ], "year": 1991, "pin_cites": [ { "page": "511" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/142/0495-01" ] }, { "cite": "851 F. Supp. 7", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 3877218 ], "year": 1994, "pin_cites": [ { "page": "14-15", "parenthetical": "holding \"tort of another\" doctrine did not allow buyer of hydroelectric power to recover litigation costs in state law fraud claim which costs were incurred in earlier federal action against seller" } ], "opinion_index": 0, "case_paths": [ "/f-supp/851/0007-01" ] }, { "cite": "284 Cal. Rptr. 53", "category": "reporters:state", "reporter": "Cal. Rptr.", "year": 1991, "pin_cites": [ { "parenthetical": "city manager cannot be sued under the \"tort of another\" doctrine to recover attorney fees incurred by professional baseball club in a breach of contract action against the city, where it is not shown that the city manager was not acting on behalf of the city" } ], "opinion_index": 0 }, { "cite": "232 Cal. App. 3d 1294", "category": "reporters:state", "reporter": "Cal. App. 3d", "case_ids": [ 6036344 ], "year": 1991, "pin_cites": [ { "parenthetical": "city manager cannot be sued under the \"tort of another\" doctrine to recover attorney fees incurred by professional baseball club in a breach of contract action against the city, where it is not shown that the city manager was not acting on behalf of the city" } ], "opinion_index": 0, "case_paths": [ "/cal-app-3d/232/1294-01" ] }, { "cite": "46 N.E.2d 41", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1943, "opinion_index": 0 }, { "cite": "381 Ill. 549", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 2559525 ], "year": 1943, "pin_cites": [ { "page": "554-55" } ], "opinion_index": 0, "case_paths": [ "/ill/381/0549-01" ] }, { "cite": "386 U.S. 714", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6181828 ], "weight": 3, "year": 1967, "pin_cites": [ { "page": "718" }, { "page": "478" }, { "page": "1407" } ], "opinion_index": 0, "case_paths": [ "/us/386/0714-01" ] }, { "cite": "413 N.E.2d 47", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1980, "pin_cites": [ { "page": "51" } ], "opinion_index": 0 }, { "cite": "90 Ill. App. 3d 368", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3160096 ], "weight": 4, "year": 1980, "pin_cites": [ { "page": "371" }, { "page": "372" }, { "page": "372" }, { "page": "372" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/90/0368-01" ] }, { "cite": "489 N.E.2d 867", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1986, "opinion_index": 0 }, { "cite": "111 Ill. 2d 229", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3166688 ], "year": 1986, "opinion_index": 0, "case_paths": [ "/ill-2d/111/0229-01" ] }, { "cite": "633 N.E.2d 1267", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1994, "pin_cites": [ { "page": "1272" } ], "opinion_index": 0 }, { "cite": "261 Ill. App. 3d 750", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5373106 ], "year": 1994, "pin_cites": [ { "page": "754" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/261/0750-01" ] }, { "cite": "669 N.E.2d 608", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1996, "opinion_index": 0 }, { "cite": "283 Ill. App. 3d 52", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 182749 ], "year": 1996, "opinion_index": 0, "case_paths": [ "/ill-app-3d/283/0052-01" ] }, { "cite": "96 C 7098", "category": "reporters:state", "reporter": "Cow.", "year": 1997, "opinion_index": 0 }, { "cite": "121 F.3d 1027", "category": "reporters:federal", "reporter": "F.3d", "case_ids": [ 285084 ], "weight": 2, "year": 1997, "opinion_index": 0, "case_paths": [ "/f3d/121/1027-01" ] }, { "cite": "942 F. Supp. 1199", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 7656073 ], "year": 1996, "opinion_index": 0, "case_paths": [ "/f-supp/942/1199-01" ] }, { "cite": "936 F. Supp. 522", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 7652420 ], "year": 1996, "opinion_index": 0, "case_paths": [ "/f-supp/936/0522-01" ] }, { "cite": "873 F. Supp. 1124", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 7846857 ], "year": 1995, "opinion_index": 0, "case_paths": [ "/f-supp/873/1124-01" ] } ], "analysis": { "cardinality": 1003, "char_count": 28374, "ocr_confidence": 0.767, "pagerank": { "raw": 7.34855501542879e-08, "percentile": 0.4407446148404791 }, "sha256": "5ba57405f5c9370fcab5e371ab756c51574322b6a56be13b029511b8067b6a54", "simhash": "1:32ee7a865f6daca6", "word_count": 4511 }, "last_updated": "2023-07-14T18:54:53.541010+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "CITYLINK GROUP LTD., et al., Plaintiffs-Appellants and Cross-Appellees, v. HYATT CORPORATION, Defendant-Appellee and Cross-Appellant." ], "opinions": [ { "text": "JUSTICE CAMPBELL\ndelivered the opinion of the court:\nPlaintiffs, Citylink Group, Ltd. (Citylink), Hotel Services, Ltd. (Hotel Services), and Roboserve, Inc. (Roboserve), appeal from several orders of the circuit court of Cook County: (1) granting summary judgment in favor of defendant, the Hyatt Corporation (Hyatt), in connection with a breach of contract action regarding the installation of computerized in-room mini-bars at the Hyatt Regency Chicago (HRC), and (2) dismissing certain counts of Roboserve\u2019s complaint. This opinion addresses only plaintiffs\u2019 appeal from the order of the trial court entered February 10, 1999, granting summary judgment in favor of Hyatt on count I of plaintiffs\u2019 complaint for fraud, and dismissing count II of plaintiff\u2019s complaint pursuant to sections 2 \u2014 615 and 2 \u2014 619 of the Illinois Code of Civil Procedure (735 ILCS 5/2 \u2014 615, 2 \u2014 619 (West 1994)).\nThis appeal arises out of two cases originally brought in federal court by Roboserve against Kato Kagaku, Ltd. (Kato), the owner of the HRC and employer of Hyatt, as manager of the HRC. Roboserve prevailed on certain counts against Kato in the federal court and brought this subsequent state action against Hyatt to recover damages for fraud (count I) and tortious interference with prospective business relations (count II) respecting the same mini-bar installation contract. Kato is not a party to this appeal.\nOn appeal, plaintiffs contend that: (1) the trial court erred in failing to award attorney fees for costs incurred in the prior federal litigation; and (2) the trial court erred in dismissing its claim for tortious interference with prospective business relations. For the following reasons, we affirm the judgment of the trial court.\nBACKGROUND\nRoboserve is a company that leases and services hotel in-room mini-bars. On June 23, 1986, Roboserve entered into a concession agreement with Hyatt, as manager of the HRC, to install 1,000 minibars (RoboBars) in the rooms at the HRC. Hyatt in turn agreed that the HRC would use \u201creasonable endeavours\u201d to place guests most likely to use the RoboBars into the rooms equipped with the RoboBar units. On October 2, 1986, Roboserve and Hyatt negotiated an amended concession agreement extending its duration to five years from \u201cthe date when all the RoboBar units have been commissioned\u201d or installed.\nBetween February and April 1987, Roboserve installed 900 of the 1,000 RoboBars in the west tower of the HRC. Late in 1987, Hyatt informed Roboserve of its intention to contract with ServiSystems, another mini-bar vendor, to install its \u201cServiBars\u201d in the east tower of the HRC. Hyatt subsequently installed 970 ServiBars in the east tower of the HRC. Hyatt represented to RoboServe that a test would be conducted between the two mini-bar systems and that the \u201cwinner\u201d would get the contract for the entire hotel. Unbeknownst to RoboServe, on May 1, 1988, Hyatt signed a seven-year contract with ServiSystems to provide ServiBars, beginning on May 15, 1988.\nIn August 1988, Kato purchased the HRC and assumed the prior owner\u2019s management agreement, which provided that Hyatt would manage the hotel. Kato also assumed all of the contracts of the prior owner, including the concession agreement.\nRoboServe was subsequently informed that it had \u201cwon\u201d the one-year test. Thereafter, RoboServe and Hyatt began negotiating for the replacement of the ServiBars with RoboBars. Hyatt did not reveal the existence of the seven-year contract with ServiSystems. Negotiations dragged on for about three years, and Roboserve did not press Hyatt for the installation of the remaining 100 RoboBars pursuant to the original concession agreement. In February 1992, Hyatt notified Roboserve that it would not replace the ServiBars with RoboBars at the HRC as a result of \u201ccomplications of another contractual arrangem\u00e9nt.\u201d\nFIRST FEDERAL LAWSUIT\nOn August 4, 1992, Roboserve filed an action against Kato for breach of contract, wrongful termination and fraud in the United States District Court for the Northern District of Illinois. Roboserve sought to hold Kato responsible for the actions of its agent, Hyatt. A trial commenced in October 1993. The jury returned a verdict in favor of Roboserve on all counts, awarding compensatory and punitive damages totaling $9,950,000. On Kato\u2019s posttrial motion, the district court entered a remittitur of $127,500 on the wrongful termination claim, reducing the judgment to $9,722,500. Roboserve, Inc. v. Kato Kagaku Co., 873 F. Supp. 1124 (N.D. Ill. 1995).\nFIRST FEDERAL APPEAL\nKato appealed from the $9,722,500 judgment in the United States Court of Appeals for the Seventh Circuit. The appeals court affirmed the jury\u2019s findings of breach of contract, wrongful termination and fraud. However, the appeals court vacated the award of damages for the breach of contract and fraud counts, reduced the compensatory damage award from $1 million to $37,810, and eliminated the punitive damages award under the fraud count. The appeals court further determined that the damages for breach of contract should have been limited to $1,053,784, and to $722,500 for wrongful termination, for a total award to Roboserve in the amount of $1,814,094, plus $25,000 in costs. The appeals court remanded the case to the district court for a new trial on the issues of damages for breach of contract and fraud. Roboserve, Inc. v. Kato Kagaku Co., 78 F.3d (7th Cir. 1996).\nNEW TRIAL ON DAMAGES UPON REMAND\nOn remand to the district court, Kato was granted an offset in the amount of $312,687.22, against the portion of the judgment in the amount of $722,500, pertaining to plaintiff\u2019s wrongful termination claim. The offset represented monies paid for the use of RoboBars, which were not removed from the Hyatt Regency by Roboserve notwithstanding Roboserve\u2019s claim that the contract had been terminated. Roboserve, Inc. v. Kato Kagaku Co., 936 F. Supp. 522 (N.D. Ill. 1996); Roboserve, Inc. v. Kato Kagaku Co., 942 F. Supp. 1199 (N.D. Ill. 1996). On Roboserve\u2019s appeal, the district court\u2019s order granting the setoff was affirmed. Roboserve, Inc. v. Kato Kagaku Co., 121 F.3d 1027 (7th Cir. 1997).\nSECOND FEDERAL LAWSUIT\nIn 1996, Roboserve filed a second case against Kato in the district court claiming breach of contract and unjust enrichment arising out of the use of the RoboBars during the same period as claimed in the prior litigation. The district court granted Kato\u2019s motion for summary judgment on grounds of res judicata. Roboserve, Inc. v. Kato Kagaku Co., No. 96 C 7098 (N.D. Ill. February 19, 1997).\nSECOND FEDERAL APPEAL\nRoboserve appealed the summary judgment order of the district court. The appeal was consolidated with the second appeal from the first case in the district court and the judgment was affirmed. Roboserve, Inc. v. Kato Kagaku Co., 121 F.3d 1027 (7th Cir. 1997).\nPRESENT STATE ACTION\nA. CHRONOLOGY\nThe record reveals the following chronology:\nJuly 2, 1996:\nOriginal complaint filed.\nMarch 26, 1997:\nOrder entered denying Hyatt\u2019s section 2 \u2014 615 motion to dismiss plaintiffs\u2019 complaint.\nJune 26, 1997:\nOrder entered denying Hyatt\u2019s motion to dismiss count HI of plaintiffs\u2019 complaint.\nSeptember 18, 1997:\nOrder entered granting, in part, Hyatt\u2019s section 2 \u2014 619 motion on count I and granting Hyatt\u2019s section 2- \u2014 619 motion on count II.\nOctober 9, 1997:\nFirst amended complaint filed.\nFebruary 10, 1998:\nOrder entered denying Hyatt\u2019s motion to dismiss count I of amended complaint and granting motion to dismiss count II with prejudice.\nMarch 12, 1998:\nHyatt filed motion for summary judgment.\nJuly 10, 1998:\nHyatt\u2019s-motion for summary judgment granted in part.\nDecember 9, 1998:\nSecond amended complaint filed.\nJanuary 25, 1999:\nHyatt files motion to dismiss second amended complaint.\nFebruary 10, 1999:\nOrder entered denying motion to dismiss count I, granting motion to dismiss count \u00c9 with prejudice, and granting summary judgment in favor of Hyatt on count I of second amended complaint.\nB. BACKGROUND\nOn July 2, 1996, plaintiffs filed their original action in the circuit court of Cook County against Hyatt alleging in three counts that Hyatt: (1) defrauded plaintiffs, by the same conduct as alleged in the federal litigation (count I); (2) interfered with and induced Kato to breach the concession agreement as determined in the federal litigation (count II); and (3) as agent of \u201cother Hyatt managed Hotels across the United States and abroad\u201d interfered with plaintiffs\u2019 \u201creasonable expectancy of entering into a valid business relationship with the Hyatt Regency Chicago and other Hyatt managed hotels\u201d (count III).\nOn March 26, 1997, the trial court, Judge William Lassers presiding, denied Hyatt\u2019s section 2 \u2014 615 motion to strike and dismiss plaintiffs\u2019 complaint. Hyatt then moved to dismiss count III of the complaint pursuant to section 2 \u2014 619. On June 26, 1997, the trial court denied Hyatt\u2019s motion and ordered Hyatt to answer to count III.\nOn September 18, 1997, Judge Lassers denied Hyatt\u2019s section 2 \u2014 619 motion to strike and dismiss plaintiff\u2019s claim for tortious interference with prospective business relations and entered a memorandum opinion and order: (1) granting Hyatt\u2019s section 2 \u2014 619 motion to dismiss count II (interference with contract) on grounds of res judicata-, (2) striking count I (fraud) on grounds of res judicata, and (3) ordering plaintiffs to file an amended complaint. The trial court held:\n\u201cIn the federal lawsuit *** the action against Kato was based on the theory of respondeat superior, in other words Hyatt was the agent for Kato and the [Hyatt Regency Chicago] ***. Case law provides that when there is an adjudication against a principal based upon the acts of the agent then they are said to arise from the same operative facts and cannot be asserted against the agent in a subsequent action.\u201d\nThe only surviving claims were plaintiffs\u2019 claims against Hyatt with respect to Hyatt Hotels other than the Hyatt Regency.\nOn October 9, 1997, plaintiffs filed a two-count amended complaint alleging fraud (count I) and tortious interference with prospective business relations (count II). Plaintiffs alleged that Hyatt defrauded plaintiffs by acting \u201cof its own accord and apart from its role as agent for [HRC] or Kato.\u201d\nPlaintiffs further alleged that Hyatt interfered with their \u201creasonable\u201d expectancy of entering into a valid business relationship with Hyatt itself. Plaintiffs alleged that they were told by Hyatt that in order to do business with Hyatt, plaintiffs first had to enter into a business \u201carrangement\u201d with The Marmon Group (Marmon), a \u201csister\u201d corporation to Hyatt. Plaintiffs alleged that they negotiated with Harmon\u2019s subsidiary, HTN, to service RoboBars installed in Hyattmanaged hotels in the United States. In December 1985, Hyatt requested a proposal from plaintiffs to provide RoboBars in 10 Hyattmanaged hotels, subject to establishing a relationship with Harmon. In Harch 1986, plaintiffs and Harmon agreed that HTN would install and maintain the RoboBars in Hyatt-managed hotels. Thereafter, plaintiffs obtained a contract to provide RoboBars in 4 of the 10 Hyattmanaged hotels, one of which was the HRC. Plaintiffs alleged that they reasonably expected to receive contracts for the six other Hyattmanaged hotels, as well as future business from other Hyatt-managed hotels.\nHyatt filed motions to dismiss plaintiffs\u2019 fraud count pursuant to section 2 \u2014 619 and to dismiss plaintiff\u2019s tortious interference count pursuant to both sections 2 \u2014 615, for failure to state a claim, and 2 \u2014 619, on the grounds that plaintiffs\u2019 principal knew that Hyatt acted as agent for the owners of Hyatt-managed hotels and therefore Hyatt was privileged to act in its principals\u2019 interests in recommending or not recommending the installation of RoboBars, and plaintiffs failed to show that the privilege was inapplicable.\nOn February 10, 1998, the trial court, Judge Loretta Douglas presiding, denied Hyatt\u2019s motion to dismiss plaintiffs\u2019 fraud claim pursuant to section 2 \u2014 619 and granted Hyatt\u2019s motion to dismiss plaintiffs\u2019 claim for tortious interference. In denying plaintiffs\u2019 motion for reconsideration, the trial court invited plaintiffs to amend their count for tortious interference with prospective business relations.\nOn Harch 12, 1998, Hyatt filed a motion for summary judgment on plaintiffs\u2019 fraud count. Hyatt argued that by reason of the federal litigation plaintiffs were barred from seeking damages: (1) related to the preparation of \u201cvarious proposals for the addition of new RoboBar units at the Hotel and other Hyatt properties\u201d; (2) for \u201closs of credibility and injury to its reputation in the hotel industry\u201d; and (3) for \u201cthe benefit of installations of RoboBars at other Hyatt hotels.\u201d\nOn July 10, 1998, the trial court entered an order granting Hyatt\u2019s motion for summary judgment on the issues of, inter alia, expenses and attorney fees incurred in the federal litigation. The trial court denied Hyatt\u2019s motion as to plaintiffs\u2019 claim for \u201cbenefit of the bargain damages\u201d arising from Hyatt\u2019s alleged fraud for depriving plaintiffs of an alleged contract to install RoboBars in five hotels instead of the four actually installed.\nOn December 9, 1998, plaintiffs filed their second amended complaint. In that pleading, plaintiffs reiterated the allegations of their first amended complaint, except for those allegations the trial court construed as a claim that the alleged fraud deprived plaintiffs of the benefit of an alleged contract to install five hotels instead of the four actually installed.\nHyatt filed a motion to dismiss plaintiffs\u2019 second amended complaint; plaintiffs filed a response and Hyatt filed a reply.\nOn February 10, 1999, the trial court granted Hyatt\u2019s motion to dismiss count II of plaintiffs\u2019 second amended complaint and also granted Hyatt\u2019s motion for summary judgment on count I. Plaintiffs filed a notice of appeal from: (1) the trial court\u2019s memorandum and order entered September 18, 1997, granting in part Hyatt\u2019s motion to dismiss pursuant to section 2 \u2014 619 with respect to count I of the complaint and granting Hyatt\u2019s motion to dismiss pursuant to section 2 \u2014 619 with respect to count II of the complaint; (2) the order entered February 10, 1998, granting Hyatt\u2019s motion to dismiss pursuant to sections 2 \u2014 615 and 2 \u2014 619 with respect to count II of the first amended complaint, and granting summary judgment in favor of Hyatt with respect to count I of the first amended complaint; (3) the order entered February 10, 1999, granting Hyatt\u2019s motion to dismiss pursuant to sections 2 \u2014 615 and 2 \u2014 619 with respect to count II of the second amended complaint; and (4) the order entered July 10, 1998, granting summary judgment in favor of Hyatt regarding damages with regard to count I of the first amended complaint.\nHyatt filed a cross-appeal from: (1) the trial court\u2019s order entered on March 10, 1997, which denied Hyatt\u2019s motion to dismiss plaintiffs\u2019 original complaint for failure to state a cause of action pursuant to section 2 \u2014 615; (2) the trial court\u2019s order of June 26, 1997, denying Hyatt\u2019s motion to dismiss count III of plaintiffs\u2019 original complaint pursuant to section 2 \u2014 619 and ordering Hyatt to answer that count; and (3) that portion of the order entered September 18, 1997, denying in part Hyatt\u2019s motion to dismiss count I of the original complaint pursuant to section 2 \u2014 619.\nThereafter, Hyatt filed a motion in this court to strike and dismiss portions of plaintiffs\u2019 notice of appeal; to declare its own cross-appeal moot; and to limit the appeal to the issues decided by the order entered on February 10, 1999. This motion was taken with the case.\nOPINION\nInitially, plaintiffs contend that the trial court erred granting summary judgment in favor of Hyatt on plaintiffs\u2019 claim for attorney fees and costs incurred in the prior federal litigation against Kato. This is an issue of first impression.\nOur standard of review of the circuit court\u2019s decision to grant summary judgment is de novo. Mack v. Ford Motor Co., 283 Ill. App. 3d 52, 669 N.E.2d 608 (1996). On appeal from the granting of summary judgment, the only issue before this court is whether all the pleadings, depositions, admissions, and affidavits show that there is no genuine issue of material fact and that the moving party is entitled to judgment as a matter of law. 735 ILCS 5/2 \u2014 1005 (West 1994); Jewish Hospital v. Boatmen\u2019s National Bank, 261 Ill. App. 3d 750, 754, 633 N.E.2d 1267, 1272 (1994). Summary judgment is to be granted only where the evidence, construed most strongly against the moving party, establishes clearly and without doubt the movant\u2019s right to relief. Purtill v. Hess, 111 Ill. 2d 229, 489 N.E.2d 867 (1986).\nCiting Sorenson v. Fio Rito, 90 Ill. App. 3d 368, 371, 413 N.E.2d 47, 51 (1980), plaintiffs argue that attorney fees incurred in the federal litigation against Kato are recoverable against Hyatt on the theory that \u201ca wrongdoer is liable for all of the ordinary and natural consequences of his act.\u201d Plaintiffs contend that they have satisfied the following elements as required by Sorenson: (1) they incurred attorney fees in a prior litigation ($700,000); (2) the prior litigation was against a third party, Kato (the trial court ruled that plaintiffs could maintain their action against Hyatt as separate and apart from its agency relationship with Kato); and (3) plaintiffs were involved in such litigation because of the tortious act- of Hyatt in the present litigation (Hyatt proposed the fraudulent one-year test for the RoboBars). See Sorenson, 90 Ill. App. 3d at 372.\nSorenson is factually distinguishable. There, the plaintiff, Sorenson, contacted the defendant, Fio Rito, an attorney, about probating her husband\u2019s estate shortly after his death. Fio Rito represented that he would \u201ctake care of everything,\u201d and Sorenson gave Fio Rito relevant estate and tax documents. After a few years, Sorenson still had no resolution of the estate. Sorenson contacted Fio Rito who admitted that Sorenson would have to pay some tax penalties because of the delay, but nevertheless failed to attend to her estate matters. Sorenson ultimately contacted another attorney to handle the matter, incurring attorney fees in the amount of $1,500, and was required to pay tax penalties in excess of $6,400. Thereafter, Sorenson filed a malpractice action against Fio Rito seeking damages incurred as a result of his failure to timely file her estate matter. The jury awarded damages to Sorenson in the form of penalties, interest and attorney fees. This court affirmed the award, notwithstanding Fio Rito\u2019s argument that the \u201cAmerican Rule\u201d prohibited the recovery of such damages absent a statute allowing such expenses on the grounds that \u201c \u2018one should not be penalized for merely defending or prosecuting a lawsuit.\u2019 \u201d Sorenson, 90 Ill. App. 3d at 372, quoting Fleischmann Distilling Corp. v. Maier Brewing Co., 386 U.S. 714, 718, 18 L. Ed. 2d 475, 478, 87 S. Ct. 1404, 1407 (1967). This court stated:\n\u201cThe plaintiff here is not attempting to recover the attorneys\u2019 fees she expended in bringing this lawsuit. Rather, she seeks to recover losses incurred in trying to obtain refunds of tax penalties which were assessed against her solely as a result of the defendant\u2019s negligence.\u201d (Emphasis added). Sorenson, 90 Ill. App. 3d at 372.\nHere, the record shows that, after a trial in federal court, Roboserve was awarded damages for certain losses resulting from Kato\u2019s breach of contract under a theory of respondeat superior, finding that Kato was vicariously liable for the actions of Hyatt, its agent, acting within the scope of its agency for Kato. Unlike Sorenson, the record in the present case does not show that Roboserve was assessed any penalties by a government body for any action resulting from Kato\u2019s negligence. Plaintiffs\u2019 alternative argument that Hyatt acted outside the scope of its agency to Kato is inconsistent with its theory in the federal litigation. Logically, plaintiffs could not be entitled to attorney fees for pursuing litigation against the principal where the principal was not vicariously liable for the actions of its agent.\nWith reference to the American Rule, our supreme court has held:\n\u201cWhile it is recognized that where the natural and proximate consequences of a wrongful act have been to involve the plaintiff in litigation with others, there may be a recovery in damages against the author of such act, measured by the reasonable expenses incurred in such litigation, [citation] yet the rule is equally well established that where an \u00e1ction based on the same wrongful act has been prosecuted by the plaintiff against the defendant to a successful issue, he can not in a subsequent action recover, as damages, his costs and expenses in the former action.\u201d Ritter v. Ritter, 381 Ill. 549, 554-55, 46 N.E.2d 41 (1943).\nHyatt points to several cases outside of our jurisdiction where courts denied the extension of the American Rule in circumstances similar to those presented here. See, e.g., Golden West Baseball Co. v. Talley, 232 Cal. App. 3d 1294, 284 Cal. Rptr. 53 (1991) (city manager cannot be sued under the \u201ctort of another\u201d doctrine to recover attorney fees incurred by professional baseball club in a breach of contract action against the city, where it is not shown that the city manager was not acting on behalf of the city); Miller Hydro Group v. Popovitch, 851 F. Supp. 7, 14-15 (D. Me. 1994) (holding \u201ctort of another\u201d doctrine did not allow buyer of hydroelectric power to recover litigation costs in state law fraud claim which costs were incurred in earlier federal action against seller).\nHere, the record shows that all of the facts relevant to plaintiffs\u2019 case were completed and known by all parties as of 1992, and that plaintiffs failed to raise any new issues with the initiation of the present action in our state court. Plaintiffs do not explain their failure to raise the issue of attorney fees during federal court proceedings while that action was pending. Although not binding on this court, we find the decisions of the Maine and California courts persuasive and similarly decline to extend the American Rule in light of the facts and circumstances of this case.\nNext, plaintiffs contend that the trial court erred in dismissing their claim for tortious interference with prospective business relations pursuant to section 2 \u2014 615. To recover on a claim for tortious interference with prospective business relations, a plaintiff must plead and prove:\n\u201c(1) his reasonable expectation of entering into a valid business relationship; (2) the defendant\u2019s knowledge of the plaintiffs expectancy; (3) purposeful interference by the defendant that prevents the plaintiffs legitimate expectancy from ripening into a valid business relationship; and (4) damages to the plaintiff resulting from such interference.\u201d Fellhauer v. City of Geneva, 142 Ill. 2d 495, 511, 568 N.E.2d 870, 878 (1991).\nPlaintiffs argue that their complaint set forth a reasonable business expectancy of RoboBar contracts with third parties in the form of Hyatt-managed hotels; that these hotels were sufficiently specifically identified as a class; that Hyatt promised expanded business to plaintiffs and made plaintiffs \u201cjump through hoops\u201d and failed to deliver on its promised business.\nWe find that the trial court properly dismissed plaintiffs\u2019 claim for interference with prospective business relations. The record shows that plaintiffs failed to: (1) specifically identify another Hyatt hotel from which they expected to receive a contract; (2) allege that any other clearly identified group was \u201ccontemplating prospective contractual arrangements\u201d with plaintiffs; and (3) allege any specific acts of interference. See Parkway Bank & Trust Co. v. City of Darien, 43 Ill. App. 3d 400, 403, 357 N.E.2d 211 (1976). A defendant cannot \u201cinterfere\u201d with its own prospective relationships with a plaintiff. IK Corp. v. One Financial Place Partnership, 200 Ill. App. 3d 802, 819, 558 N.E.2d 161, 172 (1990).\nPlaintiffs further contend that the trial court erred in dismissing its claim for tortious interference with prospective business relations pursuant to section 2 \u2014 619. The trial court found that plaintiffs failed to allege any facts sufficient to demonstrate that Hyatt was not acting in the interests of its principals in recommending or not recommending the installations of RoboBars at any Hyatt-managed hotel and that plaintiffs were barred by res judicata from relitigating damage claims that could have been litigated in the federal case.\nPlaintiffs assert that they do not have the burden to allege that Hyatt lacked the justification or privilege to interfere in the business of its principals. Plaintiffs argue that Hyatt is required to allege its privilege as an affirmative defense. Plaintiffs further argue that Hyatt acted with an \u201cimproper purpose\u201d in furtherance of its own interests and not the interests of the other Hyatt-managed hotels in interfering with plaintiffs\u2019 prospective business relations with other Hyattmanaged hotels.\nWhere the complaint establishes the existence of a privilege, the plaintiff must plead and later prove that the defendant acted unjustifiably or inconsistent with such privilege. Roy v. Coyne, 259 Ill. App. 3d 269, 630 N.E.2d 1024 (1994); HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc., 131 Ill. 2d 145, 545 N.E.2d 672 (1989). Corporate officers, directors, shareholders and agents are normally privileged against claims that their activities interfered in a third party\u2019s relationships with their principals. Swager v. Couri, 77 Ill. 2d 173, 395 N.E.2d 921 (1979). To overcome the privilege, plaintiffs must allege or prove that a defendant acted in its own interests and contrary to the interests of its principal, or engage in conduct totally unrelated or antagonistic to the interest giving rise to the privilege.\nIn support of its section 2 \u2014 619 motion, Hyatt submitted the sworn testimony of plaintiffs\u2019 chief executive and operating officer, William Fattal, wherein Fattal admitted that he knew that: (1) Hyatt was acting as the agent of the various hotels\u2019 owners in making recommendations regarding mini-bars; and (2) owner approval of RoboBar installations was required. Plaintiffs failed to allege that Hyatt acted in its own interest or against the interest of Kato. Thus, the trial court properly dismissed count II of plaintiffs\u2019 complaint pursuant to section 2 \u2014 619.\nFor the reasons set forth above, we therefore affirm the judgment of the trial court.\nAffirmed.\nBUCKLEY and O\u2019BRIEN, JJ., concur.\nIn their notice of appeal, plaintiffs appealed from portions of orders of the trial court entered on September 18, 1997, February 10, 1998, July 10, 1998, and February 10, 1999. Hyatt filed a cross-appeal from orders of the trial court entered on March 10, 1997, June 26, 1997, and from portions of the order entered on September 18, 1997. Hyatt then filed a motion in this court to strike and dismiss portions of plaintiffs\u2019 notice of appeal and to declare its own cross-appeal moot, noting, inter alia, that: (1) plaintiffs presented no argument on appeal relevant to any order other than that entered by the trial court on February 10, 1999, which granted Hyatt\u2019s motion for summary judgment as to count I of plaintiffs\u2019 second amended complaint; and (2) the order entered on September 18, 1997, pertained to Hyatt\u2019s motions to dismiss plaintiffs\u2019 original complaint. Plaintiffs subsequently filed a first amended complaint without preserving the dismissed portions of the original complaint. No response to Hyatt\u2019s motion was filed by plaintiffs. By order of this court, all portions of plaintiffs\u2019 notice of appeal pertaining to orders other than the order of February 10, 1999, are stricken and dismissed, and Hyatt\u2019s cross-appeal is declared moot.", "type": "majority", "author": "JUSTICE CAMPBELL" } ], "attorneys": [ "Welsh & Katz, Ltd., of Chicago (Robert B. Breisblatt, John L. Ambrogi, and Louise T. Walsh, of counsel), for appellants.", "Torshen, Spreyer, Garmisa & Slobig, Ltd., of Chicago (Jerome H. Torshen and Abigail K. Spreyer, of counsel), for appellee." ], "corrections": "", "head_matter": "CITYLINK GROUP LTD., et al., Plaintiffs-Appellants and Cross-Appellees, v. HYATT CORPORATION, Defendant-Appellee and Cross-Appellant.\nFirst District (6th Division)\nNo. 1\u201499\u20140943\nOpinion filed May 12, 2000.\nWelsh & Katz, Ltd., of Chicago (Robert B. Breisblatt, John L. Ambrogi, and Louise T. Walsh, of counsel), for appellants.\nTorshen, Spreyer, Garmisa & Slobig, Ltd., of Chicago (Jerome H. Torshen and Abigail K. Spreyer, of counsel), for appellee." }, "file_name": "0829-01", "first_page_order": 847, "last_page_order": 859 }