{ "id": 256346, "name": "ABBEY FISHMAN ROMANEK, Plaintiff-Appellant, v. MICHAEL P. CONNELLY et al., Defendants-Appellees", "name_abbreviation": "Romanek v. Connelly", "decision_date": "2001-06-29", "docket_number": "No. 1 \u2014 00\u20142517", "first_page": "393", "last_page": "407", "citations": [ { "type": "official", "cite": "324 Ill. App. 3d 393" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "724 N.E.2d 975", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2000, "pin_cites": [ { "page": "979" } ], "opinion_index": 0 }, { "cite": "311 Ill. App. 3d 560", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 415362 ], "year": 2000, "pin_cites": [ { "page": "565" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/311/0560-01" ] }, { "cite": "572 N.E.2d 1090", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1991, "pin_cites": [ { "page": "1094" } ], "opinion_index": 0 }, { "cite": "213 Ill. App. 3d 510", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2605796 ], "year": 1991, "pin_cites": [ { "page": "515" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/213/0510-01" ] }, { "cite": "693 N.E.2d 358", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1998, "pin_cites": [ { "page": "371" } ], "opinion_index": 0 }, { "cite": "181 Ill. 2d 460", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 821410 ], "year": 1998, "pin_cites": [ { "page": "484" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/181/0460-01" ] }, { "cite": "713 N.E.2d 1216", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1999, "pin_cites": [ { "page": "1223" } ], "opinion_index": 0 }, { "cite": "306 Ill. App. 3d 639", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1336142 ], "year": 1999, "pin_cites": [ { "page": "648" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/306/0639-01" ] }, { "cite": "667 N.E.2d 1296", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1996, "pin_cites": [ { "page": "1299" } ], "opinion_index": 0 }, { "cite": "172 Ill. 2d 399", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 55991 ], "year": 1996, "pin_cites": [ { "page": "406-07" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/172/0399-01" ] }, { "cite": "484 N.E.2d 918", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1985, "pin_cites": [ { "page": "920" } ], "opinion_index": 0 }, { "cite": "137 Ill. App. 3d 469", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3641280 ], "year": 1985, "pin_cites": [ { "page": "471" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/137/0469-01" ] }, { "cite": "513 N.E.2d 65", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1987, "pin_cites": [ { "page": "67" } ], "opinion_index": 0 }, { "cite": "159 Ill. App. 3d 970", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3611463 ], "year": 1987, "pin_cites": [ { "page": "974" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/159/0970-01" ] }, { "cite": "546 N.E.2d 751", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1989, "pin_cites": [ { "page": "760" } ], "opinion_index": 0 }, { "cite": "190 Ill. App. 3d 396", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2518734 ], "year": 1989, "pin_cites": [ { "page": "409" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/190/0396-01" ] }, { "cite": "710 N.E.2d 861", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1999, "pin_cites": [ { "page": "870" } ], "opinion_index": 0 }, { "cite": "304 Ill. App. 3d 906", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 564580 ], "year": 1999, "pin_cites": [ { "page": "916" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/304/0906-01" ] }, { "cite": "707 N.E.2d 223", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "year": 1999, "pin_cites": [ { "page": "226-27" }, { "page": "226", "parenthetical": "stating \"[a]n agreement between two attorneys to share fees creates a joint venture\"" } ], "opinion_index": 0 }, { "cite": "302 Ill. App. 3d 951", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1352878 ], "weight": 2, "year": 1999, "pin_cites": [ { "page": "956-57" }, { "page": "956" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/302/0951-01" ] }, { "cite": "552 N.E.2d 703", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1989, "pin_cites": [ { "page": "707" } ], "opinion_index": 0 }, { "cite": "133 Ill. 2d 516", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3260534 ], "year": 1989, "pin_cites": [ { "page": "525" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/133/0516-01" ] }, { "cite": "596 N.E.2d 78", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1992, "pin_cites": [ { "page": "81" } ], "opinion_index": 0 }, { "cite": "231 Ill. App. 3d 61", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5203339 ], "year": 1992, "pin_cites": [ { "page": "66" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/231/0061-01" ] }, { "cite": "739 N.E.2d 496", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2000, "pin_cites": [ { "page": "502" } ], "opinion_index": 0 }, { "cite": "193 Ill. 2d 433", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 963705 ], "year": 2000, "pin_cites": [ { "page": "444" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/193/0433-01" ] }, { "cite": "637 N.E.2d 1103", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1994, "pin_cites": [ { "page": "1109", "parenthetical": "\"[i]f a plaintiff can state a cause of action by amending the pleadings, a case should not be dismissed with prejudice on the pleadings\"" } ], "opinion_index": 0 }, { "cite": "264 Ill. App. 3d 878", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 680592 ], "year": 1994, "pin_cites": [ { "page": "885", "parenthetical": "\"[i]f a plaintiff can state a cause of action by amending the pleadings, a case should not be dismissed with prejudice on the pleadings\"" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/264/0878-01" ] }, { "cite": "682 N.E.2d 118", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1997, "pin_cites": [ { "page": "121" } ], "opinion_index": 0 }, { "cite": "289 Ill. App. 3d 171", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 351003 ], "year": 1997, "pin_cites": [ { "page": "175" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/289/0171-01" ] }, { "cite": "715 N.E.2d 804", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1999, "pin_cites": [ { "page": "810" } ], "opinion_index": 0 }, { "cite": "306 Ill. App. 3d 1023", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1336139 ], "year": 1999, "pin_cites": [ { "page": "1030" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/306/1023-01" ] }, { "cite": "417 N.E.2d 764", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 7, "year": 1981, "pin_cites": [ { "page": "769" }, { "page": "769-70" }, { "page": "770" }, { "page": "770" }, { "page": "775" }, { "page": "775" } ], "opinion_index": 0 }, { "cite": "93 Ill. App. 3d 517", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3133046 ], "weight": 7, "year": 1981, "pin_cites": [ { "page": "523" }, { "page": "523" }, { "page": "523-24" }, { "page": "524" }, { "page": "531" }, { "page": "531" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/93/0517-01" ] }, { "cite": "710 N.E.2d 843", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1999, "pin_cites": [ { "page": "847" } ], "opinion_index": 0 }, { "cite": "304 Ill. App. 3d 979", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 564654 ], "year": 1999, "pin_cites": [ { "page": "985" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/304/0979-01" ] }, { "cite": "437 N.E.2d 900", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1982, "opinion_index": 0 }, { "cite": "107 Ill. App. 3d 442", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3017730 ], "year": 1982, "pin_cites": [ { "page": "446-47" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/107/0442-01" ] }, { "cite": "560 N.E.2d 840", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "year": 1990, "pin_cites": [ { "page": "845" }, { "page": "845" } ], "opinion_index": 0 }, { "cite": "137 Ill. 2d 407", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3251500 ], "weight": 2, "year": 1990, "pin_cites": [ { "page": "422" }, { "page": "422" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/137/0407-01" ] }, { "cite": "619 N.E.2d 732", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1993, "pin_cites": [ { "page": "735" } ], "opinion_index": 0 }, { "cite": "156 Ill. 2d 112", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 777542 ], "year": 1993, "pin_cites": [ { "page": "116-17" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/156/0112-01" ] }, { "cite": "693 N.E.2d 385", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1997, "pin_cites": [ { "page": "389" } ], "opinion_index": 0 }, { "cite": "295 Ill. App. 3d 865", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 45676 ], "year": 1997, "pin_cites": [ { "page": "869" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/295/0865-01" ] }, { "cite": "662 N.E.2d 1377", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 4, "year": 1996, "pin_cites": [ { "page": "1382" }, { "page": "1382" }, { "page": "1382" }, { "page": "1382" } ], "opinion_index": 0 }, { "cite": "278 Ill. App. 3d 628", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1156905 ], "weight": 4, "year": 1996, "pin_cites": [ { "page": "634" }, { "page": "634" }, { "page": "634" }, { "page": "634" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/278/0628-01" ] }, { "cite": "680 N.E.2d 265", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1997, "pin_cites": [ { "page": "268" } ], "opinion_index": 0 }, { "cite": "176 Ill. 2d 179", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 544917 ], "weight": 3, "year": 1997, "pin_cites": [ { "page": "184" }, { "page": "189" }, { "page": "189" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/176/0179-01" ] } ], "analysis": { "cardinality": 1218, "char_count": 31184, "ocr_confidence": 0.778, "pagerank": { "raw": 1.9321429140155995e-07, "percentile": 0.7343511146788867 }, "sha256": "be4db0633d073c50882d5c7c62984c14bbd9f79d425c1cda85fd4f3c216b0cd0", "simhash": "1:3b342c4469f3c1c4", "word_count": 4942 }, "last_updated": "2023-07-14T20:56:29.143572+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "ABBEY FISHMAN ROMANEK, Plaintiff-Appellant, v. MICHAEL P. CONNELLY et al., Defendants-Appellees." ], "opinions": [ { "text": "JUSTICE CERDA\ndelivered the opinion of the court:\nPlaintiff, Abbey Fishman Romanek, appeals the order of the circuit court dismissing her second amended complaint with prejudice, pursuant to sections 2 \u2014 615(a) and 2 \u2014 619(a)(9) of the Civil Practice Act (Act) (735 ILCS 5/2 \u2014 615(a), 2 \u2014 619(a)(9) (West 1998)), against defendants, Michael Connelly, John Schroeder, Thomas Tobin, Raymond Stachnik, Eugene Kraus, Daniel Konicek, Michael Hannigan, Brandt Madsen and Mary Lisa Kamins, individually and as general partners of defendant law firm Connelly & Schroeder (collectively referred to hereinafter as Connelly & Schroeder), for breach of contract, breach of fiduciary duty and intentional interference with prospective economic advantage.\nPlaintiff, an attorney, is a former member of Connelly & Schroeder. During her employment, she brought in a contingent fee case through a lawyer she knew. When she left the firm, there was an agreement for plaintiff to receive a portion of any fee generated by the referral case. The principal issue in this case is whether the parties\u2019 agreement to share in the contingent fee recovered in the referral case is enforceable under Rule 1.5 of the Rules of Professional Conduct (RPC) (134 Ill. 2d R. 1.5).\nFor the following reasons, we affirm in part, reverse in part, and remand for further proceedings.\nBACKGROUND\nThe following facts are derived from the well-pleaded facts of plaintiffs second-amended complaint and the reasonable inferences drawn therefrom, which for purposes of this appeal must be accepted as true (In re Chicago Flood Litigation, 176 Ill. 2d 179, 184, 680 N.E.2d 265, 268 (1997)), as well as other record materials properly before us on this appeal.\nFrom October 1995 to August 1998, plaintiff was an associate member of the Chicago law firm of Connelly & Schroeder. At some point during that time period, Connelly & Schroeder received, through plaintiff, litigation between Thunderhead Beverages, Inc., and Dana Plastics, which had been referred to plaintiff by a personal acquaintance and attorney in Cincinnati, Ohio. Thunderhead ultimately retained Connelly & Schroeder to represent it, on a contingency fee basis, in the litigation with Dana Plastics. Thunderhead also retained the law firm to represent it in other matters in which it was involved at the time. In addition to bringing the case to the law firm, plaintiff provided some services on Thunderhead\u2019s behalf at the inception of the Dana Plastics case.\nPlaintiff subsequently left Connelly & Schroeder in August 1998 and, pursuant to an oral separation agreement, was allowed to take certain medical insurance cases she was handling at the time. In addition to outlining the terms of plaintiffs departure from the law firm, the separation agreement additionally contained an alleged \u201cfee sharing agreement\u201d arranged between plaintiff and two of the firm\u2019s partners, Michael Connelly and Daniel Konicek. According to the amended complaint, plaintiff intended to take the Dana Plastics case and all other Thunderhead matters with her. When presumably learning of plaintiffs intentions, Connelly allegedly stated to plaintiff that the law firm \u201cwould like to keep the Thunderhead cases and *** [that it would] give [her] a referral fee if [she] agree[d] to leave the cases\u201d with it. Konicek similarly asked plaintiff to leave all Thunderhead matters in exchange for the payment of a fee. The record indicates that the firm\u2019s payment was to be made solely from the contingency fee generated from the Dana Plastics matter. Plaintiff accepted the foregoing offers and made no attempt to take any Thunderhead cases when she left the firm\u2019s employment.\nThe amended complaint does not identify the particular terms of the parties\u2019 \u201cfee sharing\u201d arrangement. For instance, the complaint does not identify the amount and basis of the fee to be paid plaintiff. The only contractual provision specified is that Connelly & Schroeder had the obligation to \u201ceither *** obtain or *** make a good faith attempt to obtain the written consent of the client, Thunderhead, to the *** fee sharing agreement.\u201d Connelly & Schroeder has allegedly never made an attempt to fulfill its obligation.\nIn either late 1998 or early 1999, Connelly & Schroeder secured a $200,000 settlement of the Dana Plastics litigation on Thunderhead\u2019s behalf, pursuant to which the firm collected a fee of $66,666.67. Con-nelly & Schroeder has never paid plaintiff any portion of that recovered fee.\nCount I of the amended complaint charges Connelly & Schroeder with breach of contract, alleging that the firm has failed to adhere to the \u201cfee sharing\u201d provision of the parties\u2019 separation agreement by (1) failing and refusing to make any attempt to obtain the written consent of Thunderhead and (2) \u201crefusing to pay the plaintiff a referral fee on the Thunderhead case.\u201d Count II alleges that the foregoing omissions and failures on the part of Connelly & Schroeder constitute a breach of its fiduciary obligations toward plaintiff as a joint venturer in their dual representation of Thunderhead in the Dana Plastics litigation. Finally, in count III, Connelly & Schroeder is alleged to have intentionally interfered with the prospective economic relationship plaintiff expected to have forged with Thunderhead upon her departure from the firm.\nANALYSIS\n\u20221 A section 2 \u2014 615 motion to dismiss attacks the legal sufficiency of the complaint whereas a section 2 \u2014 619 motion raises defects or defenses that negate plaintiffs cause of action completely or refute crucial conclusions of law or conclusions of material fact that are unsupported by allegations of specific fact. Lawson v. City of Chicago, 278 Ill. App. 3d 628, 634, 662 N.E.2d 1377, 1382 (1996). Motions filed under either section admit all well-pleaded facts together with all reasonable inferences drawn therefrom. Lawson, 278 Ill. App. 3d at 634, 662 N.E.2d at 1382. Conclusions of law or conclusions of fact not supported by allegations of specific fact, however, are not admitted. Lawson, 278 Ill. App. 3d at 634, 662 N.E.2d at 1382. In ruling on either motion, all pleadings and supporting documents are construed in a light most favorable to the nonmoving party. Chicago Flood Litigation, 176 Ill. 2d at 189.\n\u20222 The question presented by a motion under section 2 \u2014 615 is whether the complaint alleges sufficient facts entitling plaintiff to relief. Where facts alleged fail to support the asserted cause of action, the motion should be granted and the claim dismissed. Chicago Flood Litigation, 176 Ill. 2d at 189. A motion to dismiss under section 2 \u2014 619(a)(9), on the other hand, acknowledges the plaintiffs cause of action but presents affirmative matters that avoid the legal effect of the claim. Golden v. Mullen, 295 Ill. App. 3d 865, 869, 693 N.E.2d 385, 389 (1997). The relevant inquiry for this court is \u201cwhether the existence of a genuine issue of material fact should have precluded the dismissal or, absent such an issue of fact, whether dismissal is proper as a matter of law.\u201d Kedzie & 103rd Currency Exchange, Inc. v. Hodge, 156 Ill. 2d 112, 116-17, 619 N.E.2d 732, 735 (1993).\nSince the issues raised by either of the foregoing motions involve solely questions of law, our review is conducted de nova. Lawson, 278 Ill. App. 3d at 634, 662 N.E.2d at 1382.\nI. Breach of Contract\n\u20223 According to the amended complaint, Connelly & Schroeder is in breach of the alleged fee-sharing agreement obligating it to pay plaintiff an unidentified portion of the contingency fee received by settlement of the Dana Plastics case. Fee-sharing arrangements among lawyers are governed by Rule 1.5(f), which provides:\n\u201cExcept as provided in Rule 1.5(j), a lawyer shall not divide a fee for legal services with another lawyer who is not in the same firm, unless the client consents to employment of the other lawyer by signing a writing which discloses:\n(1) that a division of fees will be made;\n(2) the basis upon which the division will be made, including the economic benefit to be received by the other lawyer as a result of the division; and\n(3) the responsibility to be assumed by the other lawyer for performance of the legal services in question.\u201d 134 Ill. 2d R. 1.5(f).\nThe provisions of Rule 1.5 operate with the force and effect of law (see In re Vrdolyak, 137 Ill. 2d 407, 422, 560 N.E.2d 840, 845 (1990); Marvin N. Benn & Associates, Ltd. v. Nelsen Steel & Wire Inc., 107 Ill. App. 3d 442, 446-47, 437 N.E.2d 900 (1982)), and embody this state\u2019s public policy of placing the rights of clients above and beyond any lawyer\u2019s remedies in seeking to enforce fee-sharing arrangements. Albert Brooks Friedman, Ltd. v. Malevitis, 304 Ill. App. 3d 979, 985, 710 N.E.2d 843, 847 (1999).\nConnelly & Schroeder argues plaintiff is unable to succeed as a matter of law on her breach of contract claim because the client, Thunderhead, never consented to the parties\u2019 fee-splitting arrangement as required by Rule 1.5(f). As Connelly & Schroeder observes, the plaintiffs amended pleading is devoid of any allegations concerning Thunderhead\u2019s consent. Moreover, Connelly & Schroder\u2019s section 2 \u2014 619 motion to dismiss is supported by the affidavit of Thunderhead\u2019s president, Janice Fries, who expressly avers that Thunderhead never consented to any fee-sharing arrangement between plaintiff and the law firm. Lack of Thunderhead\u2019s consent, according to Connelly & Schroeder, renders the parties\u2019 agreement invalid on public policy grounds and, hence, unenforceable by plaintiff.\nPlaintiff responds that the client-consent requirement of Rule 1.5(f) does not apply here because the fee-sharing arrangement was part of the separation agreement consummated upon plaintiff\u2019s departure from the law firm. In support of her contention, plaintiff cites Rule 1.5(j), which states \u201c[notwithstanding Rule 1.5(f), a payment may be made to a lawyer formerly in the firm, pursuant to a separation or retirement agreement.\u201d 134 Ill. 2d R. 1.5(j). Plaintiff argues since the fee payment from the Dana Plastics litigation was to be made pursuant to the parties\u2019 separation agreement, Thunderhead\u2019s consent was not necessary.\nWhile acknowledging Rule 1.5(j), Connelly & Schroeder maintains that this court\u2019s decision in the pre-RPC decision of Corti v. Fleisher, 93 Ill. App. 3d 517, 417 N.E.2d 764 (1981), precludes operation of that provision and dispels plaintiffs claim that the agreed-upon fee payment was part of a \u201cseparation agreement.\u201d In Corti, the plaintiff-attorney and the defendant law firm entered into an employment agreement where it was agreed, inter alla, that upon the agreement\u2019s termination, Corti would be able to remove, notwithstanding client consent, any case files directly or indirectly referred to the firm by him. Corti was further entitled to \u201call fees\u201d generated by those cases by the firm subsequent to the agreement\u2019s termination irrespective of any legal services performed, or legal responsibility assumed, by him on those matters.\nOn appeal, this court affirmed the dismissal of Corti\u2019s complaint to enforce the terms of the employment agreement. After initially observing that Corti\u2019s complaint was devoid of any allegations that he had enjoyed an attorney-client relationship with any of the referred clients, or that he had performed legal or other services with respect to those matters other than providing referrals (Corti, 93 Ill. App. 3d at 523, 417 N.E.2d at 769)), the court found, in relevant part, the contractual obligation on the part of the defendant law firm to remit all fees generated by the referred files to Corti \u201cinjurious to the best interests of the clients concerned because it reduces the motivation of [the firm and its attorneys] to use their best efforts in resolving the clients\u2019 cases.\u201d Corti, 93 Ill. App. 3d at 523, 417 N.E.2d at 769-70. Since Corti\u2019s request concerned the remittance of fees derived from matters \u201cin which subsequent to his employment he did not and could not have done any work,\u201d the effect of the parties\u2019 agreement, as explained by the court, was that the firm \u201cwould be required *** to perform all the legal work on these files and then to remit all fees to [Corti] who \u2018earned\u2019 them solely by indirectly referring the files.\u201d Corti, 93 Ill. App. 3d at 523-24, 417 N.E.2d at 770. The court stated:\n\u201c[I]t defies common sense to believe that *** [the firm and its attorneys] would be inclined to give the clients under these circumstances the same caliber of professional treatment that they would render to a client originating from their office. [The firm], instead, would be encouraged to dispose of the matters as quickly as possible without regard to the clients\u2019 best interests, realizing that all fees arising therefrom would accrue to [Corti], who rendered no services and assumed no responsibility for the files. We will not lend judicial approval to an agreement of this nature, because it endangers the clients\u2019 right to receive their attorneys\u2019 complete care and consideration in the disposition of their legal affairs.\u201d Corti, 93 Ill. App. 3d at 524, 417 N.E.2d at 770.\nAfter examining at length various legal authorities discussing the propriety of fee-division agreements between attorneys, including the predecessor to Rule 1.5(f), Disciplinary Rule 2 \u2014 107 of the American Bar Association\u2019s Model Code of Professional Responsibility (ABA Code), the court further declared intra-attorney fee-sharing agreements based solely upon a client referral unenforceable as violative of public policy. 93 Ill. App. 3d at 531, 417 N.E.2d at 775.\nAs part of its decision, the court considered Corti\u2019s argument that the parties\u2019 employment agreement constituted \u201ca separation agreement between members of a law firm\u201d and, thus, was sanctioned by Disciplinary Rule 2 \u2014 107(B) which, in similar fashion to Rule 1.5ft), sanctions payments to a former partner or associate of a law firm pursuant to a separation or retirement agreement. The court rejected Corti\u2019s contention, explaining:\n\u201cIn our opinion, [Disciplinary Rule] 2 \u2014 107(B) sanctions payment to a former partner or associate of a law firm for legal services which contributed to the firm\u2019s overall profits. Invariably, a portion of those profits and the corresponding payments to the attorney may have derived from files upon which the departing employee rendered no actual services. This practice, however, is permissible for two reasons. First, the compensation is not directly linked to the particular files, so the employee is not rewarded for soliciting the clients\u2019 employment or failing to perform services for them. Second, and more importantly, the clients are not affected by this arrangement and continue to receive the firm\u2019s best skills and abilities after the employee\u2019s termination of employment. If applied to the particular agreement, however, this section [Disciplinary Rule 2 \u2014 107(B)] would condone an opposite result. Because the compensation under the provision in question is exclusively tied to the referred files instead of the firm\u2019s general profits, [the] plaintiff would actually be rewarded for simply being a link in the chain which led to the clients\u2019 referral. In addition, the clients\u2019 best interests would suffer since the motivation of the firm to render them quality legal services would be substantially reduced, since all fees resulting from their files were promised to plaintiff, the departing employee, under the agreement.\u201d (Emphasis omitted.) Corti, 93 Ill. App. 3d at 531, 417 N.E.2d at 775.\nRelying on this portion of Corti\u2019s analysis, Connelly & Schroeder asserts the fee-sharing arrangement in the present case does not represent, contrary to plaintiff\u2019s claim, a \u201cseparation agreement\u201d as contemplated by Rule 1.5(j). According to Connelly & Schroeder, Corti mandates that, for purposes of paragraph (j), a payment made pursuant to a separation agreement must be made from the general profits of the law firm and not from fees generated by representation of a particular case. Since the payment to be made to plaintiff under the parties\u2019 agreement is directly linked to the Dana Plastics litigation, rather than to the firm\u2019s profits as a whole, Connelly & Schroeder claims Rule 1.5(j) is inoperative and, therefore, client consent was necessary under paragraph (f).\nWe do not share defendants\u2019 reading of the Corti decision. In our view, Corti does not hold that all payments made pursuant to a separation agreement must be from the firm\u2019s general profits. Rather, the court, limiting its analysis to the particular agreement in that case, held that enforcement of the parties\u2019 accord under Disciplinary Rule 2 \u2014 107(B) could not be reconciled with public policy concerns. According to the court, the provision providing for the remittance of all fees could not be directly tied to the referred files at issue because it would operate to undermine both the clients\u2019 best interests and the ethical prohibition of client referral payments. Because giving effect to the \u201cunique terms\u201d of the \u201cparticular agreement\u201d as urged by Corti would offend its public policy determinations, the court refused to apply Disciplinary Rule 2 \u2014 107(B). Thus, the court focused on the application of paragraph (B) under the circumstances presented in that case and did not attempt to define that provision\u2019s operation in every conceivable situation.\n\u20224 We do not read Corti as standing for the proposition that a separation payment can never be tied to the fees generated in a particular case. Instead, we construe Corti as holding that such a payment is improper only when it violates some established expression of public policy like those identified in the court\u2019s ruling. Public policy concerns may, but not always, be implicated, and whether such concerns arise will depend on the circumstances and particular terms of the agreement involved in each case.\nConnelly & Schroeder intimates that the public policy concerns raised by the Corti court are implicated by the parties\u2019 fee-sharing agreement in this case. Because Corti was decided without reference to, and before the adoption of, the RPC and its predecessor, the Illinois Code of Professional Responsibility, the question arises whether the public policy expressed by Corti remains viable.\n\u20225 Nothing in the RPC sanctions a fee-splitting agreement between lawyers where one attorney is entitled to a remittance of all the fees generated by the legal work of the other. Certainly, as explained in Corti, such a fee-splitting agreement severely comprises the best interests of the client since the paying attorney has little or no incentive to effectively handle the client\u2019s matter.\nMoreover, Corti\u2019s prohibition of fee-sharing agreements predicated solely on client referrals is embodied in the RPC. While the RPC expressly approves of fee-sharing agreements where the primary service performed by one lawyer is the referral of the client to another lawyer (see 134 Ill. 2d R. 1.5(g)), such arrangements cannot rest on the referral alone. Most importantly, the referring attorney must assume \u201cthe same legal responsibility for the performance of the services in question as would a partner of the receiving lawyer.\u201d 134 Ill. 2d R. 1.5(g)(2).\nFurther, to the extent Corti\u2019s analysis can be construed as conflicting with the provisions of Rule 1.5, we note, as discussed earlier, that the supreme court in Vrdolyak made it clear that the rules governing attorney conduct operate with the force of law. The court went further and stated: \u201c [accordingly, the [Disciplinary] Code, as a binding body of disciplinary rules, has, sub silentio, overruled prior judicial decisions which conflict with its mandates and proscriptions.\u201d Vrdolyak, 137 Ill. 2d at 422, 560 N.E.2d at 845.\nSince we find the public policy determinations expressed in Corti still viable, we must consider whether those particular concerns are implicated by the parties\u2019 fee-sharing agreement in this case. We find they are not.\nFirst, the best interests of Thunderhead in receiving complete and careful representation are not comprised by the parties\u2019 arrangement.\nWhile the record suggests that Connelly & Schroeder would be responsible for a majority of the work performed in the Dana Plastics matter, the firm is not required to remit the entire fee recovered for its efforts to plaintiff. Rather, the amended complaint indicates the law firm is to retain some percentage of the recovered fee. Connelly & Schroeder certainly stands to gain from its services and, accordingly, possesses the incentive to use its best efforts in handling Thunderhead\u2019s case.\nThe fee-sharing agreement is further not predicated on a mere client referral. While we acknowledge plaintiffs repeated references in her amended complaint to the payment as a \u201creferral fee,\u201d a liberal reading of the complaint shows that the firm\u2019s payment represents its consideration for plaintiff agreeing not to take all the Thunderhead files with her upon leaving the firm\u2019s employ. Hence, the agreement does not impermissibly reward plaintiff for \u201csimply being a link in the chain.\u201d\n\u20226 We find the parties\u2019 fee-sharing agreement, as it is alleged in the amended complaint, falls within the scope of Rule 1.5 (j) and, as such, does not need to adhere to the requirements contained in Rule 1.5(f). Plaintiffs contract claim, therefore, is not precluded as a matter of law.\nNonetheless, dismissal is warranted under section 2 \u2014 615 of the Act because plaintiffs factual allegations do not adequately support her cause of action. A claim for breach of contract requires the plaintiff to allege, inter alla, the definite and certain terms of the parties\u2019 agreement. Brown & Kerr, Inc. v. American Stores Properties, Inc., 306 Ill. App. 3d 1023, 1030, 715 N.E.2d 804, 810 (1999); Barille v. Sears Roebuck & Co., 289 Ill. App. 3d 171, 175, 682 N.E.2d 118, 121 (1997). The allegations of the amended complaint fail in this regard. Particularly, the complaint is silent as to the percentage of the recovered contingency fee, or basis thereof, to be paid plaintiff. While proper on this basis, dismissal is without prejudice since the complaint\u2019s infirmity can be corrected by amendment. See Jeffrey M. Goldberg & Associates, Ltd. v. Collins Tuttle & Co., 264 Ill. App. 3d 878, 885, 637 N.E.2d 1103, 1109 (1994) (\u201c[i]f a plaintiff can state a cause of action by amending the pleadings, a case should not be dismissed with prejudice on the pleadings\u201d).\nII. Breach of Fiduciary Duty Predicated on Joint Venture\nPlaintiff further asserts a claim for breach of fiduciary duty, which required her to set forth factual allegations establishing (1) the existence of a fiduciary duty on the part of Connelly & Schroeder, (2) Connelly & Schroeder\u2019s breach of that duty, and (3) damages proximately resulting therefrom. Neade v. Portes, 193 Ill. 2d 433, 444, 739 N.E.2d 496, 502 (2000). Plaintiffs fiduciary breach claim is predicated on an alleged joint venture between her and Connelly & Schroeder to defend Thunderhead in the litigation involving Dana Plastics. Therefore, to prevail on her claim, it was incumbent upon plaintiff to adequately allege the existence of the asserted joint venture.\n\u20227 A joint venture is an association of two or more individuals engaged to carry out a single enterprise for profit. Groark v. Thorlief Larsen & Son, Inc., 231 Ill. App. 3d 61, 66, 596 N.E.2d 78, 81 (1992). Our supreme court has expressly recognized that when \u201clawyers between whom no general partnership relation exists jointly undertake to represent a client in a case, they may be regarded as joint venturers *** for the particular transaction.\u201d In re Johnson, 133 Ill. 2d 516, 525, 552 N.E.2d 703, 707 (1989). As joint venturers, each attorney owes the other the fiduciary obligations of loyalty and good faith with respect to all matters affecting their joint representation. Larry Karchmar, Ltd. v. Nevoral, 302 Ill. App. 3d 951, 956-57, 707 N.E.2d 223, 226-27 (1999).\nThe mere sharing of fees between attorneys, however, is insufficient, by itself, to establish a joint venture. Canel & Hale, Ltd. v. To-bin, 304 Ill. App. 3d 906, 916, 710 N.E.2d 861, 870 (1999); but see Karchmar, 302 Ill. App. 3d at 956, 707 N.E.2d at 226 (stating \u201c[a]n agreement between two attorneys to share fees creates a joint venture\u201d). \u201cWithout more, \u2018the mere fact that attorneys associate on a fee for services basis does not make them joint venturers.\u2019 [Citation.]\u201d Canel & Hale Ltd., 304 Ill. App. 3d at 917, 710 N.E.2d at 871.\n\u20228 The existence of a joint venture is shown by allegations demonstrating (1) a community of interest in the purpose of the joint association, (2) a right of each member to direct and govern the policy and conduct of the other members, and (3) a right to joint control and management of the property used in the enterprise. Behr v. Club Med, Inc., 190 Ill. App. 3d 396, 409, 546 N.E.2d 751, 760 (1989); Barton v. Evanston Hospital, 159 Ill. App. 3d 970, 974, 513 N.E.2d 65, 67 (1987); Clapp v. JMK/Skewer, Inc., 137 Ill. App. 3d 469, 471, 484 N.E.2d 918, 920 (1985).\n\u20229 The amended complaint utterly fails to allege any of the elements necessary to show the parties\u2019 engaged in a joint venture to represent Thunderhead in the Dana Plastics litigation. The complaint simply asserts that \u201cplaintiff and Connelly & Schroeder entered into a joint venture,\u201d without alleging that the parties shared a common purpose to provide Thunderhead\u2019s representation, pursuant to which each enjoyed a degree of control over the other and the course of representation in general. Plaintiffs bald assertion that a joint venture existed does not save her claim.\nIt is patently clear from the complaint\u2019s allegations that the parties never intended to associate with one another for purposes of jointly representing Thunderhead. Significantly, while plaintiff did provide some services on Thunderhead\u2019s behalf, those services were rendered while plaintiff was a member of the law firm. The crux of plaintiffs breach of fiduciary duty claim is the failure of Connelly & Schroeder to pay plaintiff the agreed-upon portion of the fee obtained pursuant to the Dana Plastics settlement. As discussed, this fee agreement was reached upon plaintiffs departure from the law firm and represented the firm\u2019s consideration for plaintiff leaving the Thunderhead files. The parties\u2019 agreement, thus, does not concern any joint representation of Thunderhead but, rather, reflects the terms of plaintiffs separation. Because plaintiff is unable to allege any facts that would entitle her to relief, her breach of fiduciary duty claim was properly dismissed with prejudice.\nIII. Intentional Interference with Prospective Economic Advantage\n\u202210 Plaintiff lastly charges Connelly & Schroeder with intentionally interfering with her prospective business relationship with Thunderhead. To adequately state such a claim, the allegations of plaintiffs complaint must show (1) a reasonable expectancy of entering into a valid business relationship, (2) Connelly & Schroeder\u2019s knowledge of that expectancy, (3) an intentional and unjustified interference by Connelly & Schroeder that induced or caused a breach or termination of the expectancy, and (4) damage to the plaintiff resulting from Connelly & Schroeder\u2019s interference. Andersen v. Vanden Dorpel, 172 Ill. 2d 399, 406-07, 667 N.E.2d 1296, 1299 (1996); Small v. Sussman, 306 Ill. App. 3d 639, 648, 713 N.E.2d 1216, 1223 (1999).\n\u202211 Plaintiff utterly fails to allege any intentional interference on the part of Connelly & Schroeder. Nor could she. The element of \u201cpurposeful\u201d or \u201cintentional\u201d interference refers to some impropriety committed by the defendant in interfering with the plaintiffs expectancy of entering into a valid business relationship with an identifiable third party. Dowd & Dowd, Ltd. v. Gleason, 181 Ill. 2d 460, 484, 693 N.E.2d 358, 371 (1998). In this regard, facts must be alleged suggesting that the defendant acted intentionally with the aim of injuring the plaintiffs expectancy. J. Eck & Sons, Inc. v. Reuben H. Donnelley Corp., 213 Ill. App. 3d 510, 515, 572 N.E.2d 1090, 1094 (1991).\nPlaintiffs claim is based on the asserted expectancy of taking Thunderhead as a client upon her departure from the law firm. Yet, the complaint fails to specify any action on the part of Connelly & Schroeder directed toward Thunderhead that had the purpose of thwarting any relationship plaintiff had expected. In fact, it was plaintiff herself, not Connelly & Schroeder, that ended any prospect of a professional relationship between her and Thunderhead. As is clear from the complaint\u2019s allegations, plaintiff voluntarily abandoned her asserted expectancy by accepting the firm\u2019s offer of receiving a payment of money in exchange for not taking Thunderhead and its files. Plaintiff is unable to allege any facts that would entitle her to relief and, accordingly, her intentional interference claim is dismissed with prejudice.\nCONCLUSION\nFor the foregoing reasons, plaintiffs claims for breach of fiduciary duty and intentional interference with prospective economic advantage are dismissed with prejudice. Plaintiffs claim for breach of contract is also dismissed but without prejudice, and the cause is remanded for further proceedings regarding this claim.\nAffirmed in part and reversed in part; cause remanded.\nHALL, PJ., and BURKE, J., concur.\nThe Illinois Supreme Court adopted a substantially similar version of the ABA Code with the Illinois Code of Professional Responsibility, effective June 3, 1980.\nDisciplinaiy Rule 2 \u2014 107(B) states: \u201cThis Disciplinary Rule does not prohibit \"payment to a former partner or associate pursuant to a separation or retirement agreement.\u201d Model Code of Professional Responsibility DR 2 \u2014 107(B) (1986).\nUnlike Corti, Rule 1.5(g) allows for the division of fees irrespective of whether the referring attorney rendered any services in the referred matter. Richards v. SSM Health Care, Inc., 311 Ill. App. 3d 560, 565, 724 N.E.2d 975, 979 (2000). Furthermore, paragraph (g) differs from Corti\u2019s ruling in that the benefit to be received by the referring attorney must be disclosed. 134 Ill. 2d R. 1.5(g)(1). In these respects, Rule 1.5(g) alters the public policy expressed in Corti but does not affect Corti\u2019s central holding that fee-sharing agreements based solely on client referrals are impermissible.\nWe believe it does not matter whether plaintiff could have in fact taken the Thunderhead files with her upon her departure from the firm. The reasonable inference raised by the allegations of the amended complaint that two of the firm\u2019s partners believed plaintiff might have taken the files without an agreement must be taken as true at this stage in the proceedings. According to the record, the parties reached an amicable agreement to share a fee for plaintiffs agreement not to take the Thunderhead files.", "type": "majority", "author": "JUSTICE CERDA" } ], "attorneys": [ "Donald L. Bertelle, of Chicago, for appellant.", "Lowrey & Smerz, Ltd., of Chicago (John J. Lowrey, of counsel), for appel-lees." ], "corrections": "", "head_matter": "ABBEY FISHMAN ROMANEK, Plaintiff-Appellant, v. MICHAEL P. CONNELLY et al., Defendants-Appellees.\nFirst District (3rd Division)\nNo. 1 \u2014 00\u20142517\nOpinion filed June 29, 2001.\nDonald L. Bertelle, of Chicago, for appellant.\nLowrey & Smerz, Ltd., of Chicago (John J. Lowrey, of counsel), for appel-lees." }, "file_name": "0393-01", "first_page_order": 411, "last_page_order": 425 }