Opinion
1-23-1480
06-28-2024
BYLINE BANK, an Illinois State-Chartered Bank, f/k/a North Community Bank, successor by merger to Plaza Bank, Plaintiff-Appellee, v. ANDREJ LOWISZ, MARIA LOWISZ, a/k/a MARY LOWISZ, and TADEUSZ ZEGLEN, Defendants Maria Lowisz, a/k/a Mary Lowisz, Defendant-Appellant. RAMT DEVELOPMENT, INC., an Illinois Corporation, Plaintiff, v. ALAN MELTZER, Individually and d/b/a BAM REAL ESTATE, and BYLINE BANK, an Illinois State- Chartered Bank, f/k/a North Community Bank, successor by merger to Plaza Bank, Defendants.
This order was filed under Supreme Court Rule 23 and is not precedent except in the limited circumstances allowed under Rule 23(e)(1).
Appeal from the Circuit Court of Cook County. Nos. 19 L 906, 19 L 6762
Honorable Jerry A. Esrig, Judge, presiding.
JUSTICE LAMPKIN delivered the judgment of the court. Justices D.B. Walker and R. Van Tine concurred in the judgment.
ORDER
LAMPKIN, JUSTICE
¶ 1 Held: Where the lender sued to enforce the personal guaranties after the debtor defaulted on its loans, the lender was entitled to summary judgment because the guarantor released her affirmative defenses in the parties' prior settlement agreement entered into in the bankruptcy court.
¶ 2 When RAMT Development, Inc. (RAMT) defaulted on its bank loans, plaintiff Byline Bank (Byline) sued RAMT's shareholders, defendants Andrej Lowisz, Maria Lowisz, a/k/a Mary Lowisz, and Tadeusz Zeglen, to enforce the personal guaranties that were executed to obtain the loans. The circuit court, inter alia, granted plaintiff Byline's summary judgment motion against defendants Mr. and Ms. Lowisz, and denied Ms. Lowisz's countermotion for summary judgment against Byline, finding that she released her affirmative defenses in the parties' 2014 settlement agreement entered into in the bankruptcy court.
¶ 3 On appeal, Ms. Lowisz argues that summary judgment in favor of Byline was improper because the release in the parties' settlement agreement has no application to this case since (1) Byline did not allege a "Lender's Claim" or any derivation of it, (2) Ms. Lowisz did not waive her right to defend against any lawsuit brought by Byline, (3) she was not afforded the opportunity of filing a counterclaim to rescind the settlement agreement, and (4) her power of attorney did not authorize her husband, defendant Andrej Lowisz, to place her in the position of guarantor of RAMT's corporate debt.
¶ 4 For the reasons that follow, we affirm the judgment of the circuit court.
In adherence with the requirements of Illinois Supreme Court Rule 352(a) (eff. July 1, 2018), this appeal has been resolved without oral argument upon the entry of a separate written order.
¶ 5 I. BACKGROUND
¶ 6 Defendant Maria Lowisz is one of the owners and shareholders of RAMT. In 2006, RAMT purchased properties (the Properties) with the intent to develop and resell them, and obtained related financing from Plaza Bank, the predecessor by merger of plaintiff Byline, which was formerly known as North Community Bank. For simplicity, Plaza Bank and North Community Bank are referred to herein as Byline.
¶ 7 In exchange for the financing it provided in 2006, Byline required personal guaranties (the Guaranties) from each of the individual shareholders of RAMT. Regarding the 2006 Guaranty that Mr. Lowisz signed on behalf of Ms. Lowisz as her attorney-in-fact, Byline never located any power of attorney Ms. Lowisz executed in connection with that Guaranty, which Byline obtained through its merger with Plaza Bank. The issuance of Guaranties occurred multiple times, including on March 27, 2007. On that date, RAMT and its owners sought additional credit from Byline, and, as a result, additional mortgage and loan documents were entered into on March 27, 2007, including Guaranties from RAMT's owners. Ms. Lowisz, however, did not attend the March 27, 2007, closing. Instead, she provided her husband with a notarized power of attorney dated March 26, 2007. The power of attorney states that Ms. Lowisz "hereby appoints Andrzej Lowisz my attorney(s)-in-fact TO ACT" in her place with respect to various matters listed on the document and initialed by Ms. Lowisz. Those matters included "real estate transactions," "banking transactions," "business operating transactions," "claims and litigations," and "all other matters." While various other subject matters listed on the document were not checked, none of the unselected items related to real estate, mortgage transactions, or related guaranties.
In the circuit court, Ms. Lowisz asserted that the signature on the power of attorney was not hers, and neither she nor Mr. Lowisz were able to explain how it came to be. Ms. Lowisz, however, has abandoned that argument for the purposes of this appeal.
¶ 8 On March 27, 2007, pursuant to the power of attorney signed by his wife, Mr. Lowisz entered into a Guaranty on behalf of Ms. Lowisz, as well as one on his own behalf. More loan documents were signed on December 31, 2007, as part of the same overarching real estate transaction, and Byline again obtained Guaranties from all of RAMT's owners. Again, Mr. Lowisz signed on Ms. Lowisz's behalf as her "attorney-in-fact." The December 2007 Guaranties, like the 2006 Guaranties, specifically stated that Byline was "unwilling to extend or continue to extend credit" without the personal guaranties, and provided that the owners of RAMT were personally guaranteeing RAMT's obligations, both existing and future, under any of the credit agreements or any other agreements between RAMT and Byline.
As to Ms. Lowisz, the only defendant-appellant, Byline's motion for summary judgment focused on the Guaranties issued in March and December 2007. Consequently, Ms. Lowisz's argument regarding no evidence of a power of attorney concerning her 2006 Guaranty is immaterial to the judgment she seeks to attack on appeal.
¶ 9 After refinancing multiple times between 2007 and 2012, RAMT defaulted on its obligations to Byline in 2013. On April 12, 2013, RAMT filed a Chapter 11 bankruptcy in the Bankruptcy Court for the Northern District of Illinois. At various times in the bankruptcy court, RAMT (and the defendants) valued the Properties at $4 million or less, whereas Byline valued the Properties at $4.8 million. While RAMT's obligations to Byline were secured by the Properties, the Properties were worth several million dollars less than the amount RAMT owed Byline under the promissory notes. Accordingly, the Guaranties were expressly addressed in the bankruptcy proceedings, including in the immediate lead up to the June 2014 settlement at issue here.
¶ 10 For example, at the end of April 2014, RAMT filed its proposed third amended plan of reorganization with the bankruptcy court. That plan directly (and in bold-faced type) included RAMT's intent that it would satisfy the "existing guaranties of the Shareholders." Byline's May 8, 2014, objections to RAMT's proposed plan also expressly discussed the shareholder's Guaranties. Byline's settlement offer to RAMT two days later (on May 10, 2014) again included multiple references to "the personal guaranties of RAMT's principals." This settlement offer formed the framework for the actual settlement reached, and the parties ultimately executed and entered into the settlement agreement on June 4, 2014.
¶ 11 As expressly required by Byline in its settlement offer, the settlement agreement was signed by each of the individual guarantors, including Ms. Lowisz, as well as by RAMT (the Debtor). The agreement provided for a full settlement and resolution of all of the amounts owed by RAMT to Byline (the Lender) if RAMT paid Byline either (1) $4.5 million on or before June 27, 2014, or (2) $4.75 million after that date, but on or before August 1, 2014. Upon the receipt of such timely payment, Byline would release its mortgages, the debt on the promissory notes, and "mark 'paid' on each of the personal guaranties of the Guarantors and return such guaranties to the Guarantors." However, if timely payment was not received, Byline would receive the deeds to the Properties in lieu of foreclosure and maintain the right to enforce the Guaranties to collect the unpaid amounts due. In this manner, the settlement agreement directly provided a means for the guarantors to obtain a release of their personal obligations under the Guaranties if payment was made as agreed; otherwise, the Guaranties remained in place.
¶ 12 Notably, the settlement agreement (executed and agreed to personally by Ms. Lowisz as a guarantor) explicitly states that "the Guarantors executed pre-petition unconditional personal guaranties of Debtor's obligations to Lender." The settlement agreement included a release in which RAMT and the individual guarantors released and forever discharged Byline from, inter alia, "any and all claims or counterclaims, causes of action, remedies, *** controversies, or proceedings of whatever kind or nature whatsoever, *** whether known or unknown, *** arising from or relating to Lender's Claim." The Lender's Claim, i.e., Byline's claim, was defined as the outstanding amount of the debt RAMT owed Byline (i.e., $8,332,852.37), consisting of the secured claim (the amount the parties agreed the Properties were worth for the purposes of the settlement agreement, i.e., $4,890,000) plus the deficiency claim (the portion of the amount owed by RAMT to Byline that exceeded the value of, and thus was not secured by, the Properties, i.e., $3,442,852.37).
¶ 13 On June 4, 2014, the parties jointly filed a motion with the bankruptcy court to approve the settlement agreement and dismiss the bankruptcy proceeding. The joint motion states that "[t]o avoid litigation, Lender, Debtor, and Debtor's principals, Tadeusz Zeglen, Anna Zeglen, Andrej Lowisz, and Maria Lowisz (collectively, 'Guarantors') entered into an agreement to dispose of all the issues between those parties." The joint motion further explains that the benefit to RAMT is that the parties had reached a compromise as to the amount of Byline's secured claim, and that upon payment of the agreed upon amount, Byline would "release Debtor and the Guarantors from the undersecured portion" of Byline's claim. The bankruptcy court approved the settlement agreement, but RAMT failed to pay the agreed-upon amount.
Anna Zeglen died prior to the current proceedings and is not a party to this case.
¶ 14 Unbeknownst to Byline or the bankruptcy court, RAMT and its owners had an imminent deadline to end the bankruptcy proceedings and resolve their title to the Properties because they had entered into a contract to sell the Properties for substantially more than the Properties were worth, according to their own representations as to the value of the Properties that they had made to the bankruptcy court.
¶ 15 However, RAMT's side deal to sell the Properties fell through. If that side deal had not fallen through, RAMT would have sold the Properties for $5.9 million, paid Byline either $4.5 million or $4.75 million, and pocketed the remainder of either $1.4 million or $1.25 million. However, the buyers obtained publicly filed information from the bankruptcy court and were not willing to go through with the $5.9 million sale, at least not without additional due diligence.
¶ 16 After the sale fell through, RAMT and the guarantors did not pay Byline the $4.5 million (or $4.75 million as of June 27, 2014) needed to fulfill RAMT's obligations under the settlement agreement. As a result, Byline in 2019 sued defendants in the instant case to enforce the Guaranties.
¶ 17 In defendants' answer, Ms. Lowisz raised, relevant to this appeal, the affirmative defenses that (1) Byline's damages were capped at $3,442,852.37, i.e., the amount of the deficiency claim under the settlement agreement, and (2) the Guaranties were not legally enforceable against her because the power of attorney did not grant her husband the power to obligate her to personally pay RAMT's corporate debt.
¶ 18 Thereafter, plaintiff Byline moved for summary judgment against defendants Ms. Lowisz, Mr. Lowisz, and Tadeusz Zeglen, arguing, inter alia, that no genuine issue of material fact existed regarding defendants' liability to Byline based on RAMT's default of the loans defendants personally guaranteed.
¶ 19 In her countermotion for summary judgment, Ms. Lowisz argued, relevant to this appeal, that (1) Byline did not bring a Lender's Claim, and the release did not preclude Ms. Lowisz from defending herself from Byline's claim to enforce the Guaranties, (2) the release language of the settlement agreement did not waive her affirmative defenses, and (3) the power of attorney did not grant her husband authority to place her in the position of a guarantor of RAMT's corporate debt.
¶ 20 On October 31, 2022, the circuit court, inter alia, granted plaintiff Byline's motion for summary judgment against defendants Mr. and Ms. Lowisz, and denied Ms. Lowisz's countermotion for summary judgment against plaintiff Byline. Specifically, the court found that Ms. Lowisz's affirmative defenses were released by the parties' 2014 settlement agreement in the bankruptcy court. The circuit court set the matter for an evidentiary hearing on the issue of damages. However, on January 10, 2023, the parties agreed to entry of a $5 million judgment on the condition that Mr. and Ms. Lowisz would not be waiving any post-judgment rights.
¶ 21 Ms. Lowisz moved the court to reconsider its judgment, arguing that (1) the release language in the settlement agreement did not waive her right to raise defenses to a breach of guaranty claim, (2) the release language cannot prevent her from raising a defense unknown to either her or both parties, (3) nothing in the release prevents her from defending herself against claims brought by Byline unrelated to the "Lender's Claim," and (4) the scope of the release is limited to preventing actions brought by Ms. Lowisz that arise from or relate to the "Lender's Claim." In the alternative, she argued that an issue of fact existed surrounding the circumstances of the execution of the settlement agreement and whether the parties intended the release language to prohibit her from raising any defenses challenging the legal enforceability of the power of attorney and, thus, the Guaranties her husband signed as her attorney-in-fact.
¶ 22 The circuit court denied Ms. Lowisz's motion to reconsider, and she appealed. None of the other defendants are parties to this appeal. Tadeusz Zeglen filed for bankruptcy, and Mr. Lowisz has not appealed the judgment against him.
¶ 23 II. ANALYSIS
¶ 24 Summary judgment is appropriate where no genuine issue of material fact exists, and the moving party is therefore entitled to judgment as a matter of law. Smith v. Associated Bureaus, 177 Ill.App.3d 286, 289 (1988); 735 ILCS 5/2-1005(c) (West 2022). Our review of an order granting summary judgment is de novo. Nila v. Hartford Insurance Co., 312 Ill.App.3d 811, 815 (2000). "[W]here the facts are not in dispute, the existence and interpretation of a contract are questions of law that the trial court may decide on a motion for summary judgment and that we review independently." Pokora v. Warehouse Direct, Inc., 322 Ill.App.3d 870, 875 (2002). Where the terms of a contract are clear and unambiguous, they will be given their natural and ordinary meanings. Berutti v. Dierks Foods, Inc., 145 Ill.App.3d 931, 934 (1986). A contract is ambiguous if it is susceptible to more than one meaning. Bishop v. Lakeland Animal Hospital, P.C., 268 Ill.App.3d 114, 117 (1994). "[A] contract is not ambiguous solely because the parties disagree upon its meaning." Pokora, 322 Ill.App.3d at 876.
¶ 25 A. The Release
¶ 26 1. "Lender's Claim"
¶ 27 First, Ms. Lowisz argues that Byline is not entitled to summary judgment because Byline brought an action to enforce the Guaranties, so the release in the settlement agreement does not apply here since it applies only to claims arising from or relating to the "Lender's Claim," as defined in the settlement agreement. Ms. Lowisz contends that the release is a specific release, i.e., it references a specific transaction, occurrence or category of harm on its face. See Thornwood v. Jenner &Block, 344 Ill.App.3d 15, 21 (2003). According to Ms. Lowisz, this specific release is limited only to those actions brought as a "Lender's Claim" or something related to or arising from that specific transaction. She argues that, "to obtain safe harbor under the release, the only action Byline could bring is [one] related to or arising from the Lender 's Claim," which is a term defined in the settlement agreement to be the aggregate of the secured claim and the deficiency claim. She also argues that this Lender's Claim could only come in the form of an action for the deficiency claim because the secured claim was satisfied by RAMT's return of the Properties under the deed-in-lieu-of-foreclosure provision of the settlement documents. Ms. Lowisz asserts that, instead of bringing a Lender's Claim against her, Byline brought a "typical garden variety breach of guaranty action." She contends that because Byline proceeded to enforce the Guaranties rather than seek the $3,442,852.37 sum of the deficiency claim, the circuit court erred when it allowed Byline to seek refuge under the limited release language in the settlement agreement and concluded that she was barred from raising any defenses challenging the enforceability of the Guaranties. She asserts that "[o]ther than releasing those limited claims related to the Lender's Claim, the release releases nothing else."
¶ 28 Byline responds, inter alia, that the circuit court's ruling was based on the release in the settlement agreement and Ms. Lowisz's argument is contrary to the plain language of the release.
¶ 29 "[T]he interpretation and construction of [a release] is governed by the rules of contract law, in which the rights of parties to a contract are limited by the terms expressed in the release." Murphy v. S-MDelaware, Inc., 95 Ill.App.3d 562, 565 (1981). "In the construction of contracts where no ambiguity is presented, the meaning of the agreement and the intention of the parties must be ascertained from the words employed therein." Id. "The determination of whether an agreement is ambiguous is a matter of law." Id. Our analysis of the release provision convinces us that it is clear and unambiguous, and therefore no rules of construction need to be applied. See Touhy v. Twentieth Century-Fox Film Corp., 69 Ill.App.3d 508, 513 (1979).
¶ 30 The release, which was entered into as part of the consideration provided to Byline by RAMT and the guarantors, including Ms. Lowisz, for the compromise of Byline's claims, specifically states that
"Effective upon Bankruptcy Court Approval, Debtor [RAMT] and Guarantors [Tadeusz and Anna Zeglen, and Mr. and Ms. Lowisz] *** do hereby release and forever discharge
Lender [Byline] from any and all claims or counterclaims, causes of action, remedies, liabilities, debts, suits, demands, actions, costs, expenses, fees, controversies, set-offs, third-party actions or proceedings of whatever kind or nature whatsoever *** arising from or relating to Lender 's [i.e., Byline's] Claim."
¶ 31 We reject Ms. Lowisz's "Lender's Claim" argument. Like the circuit court, we conclude that the plain language of the release does not give rise to a separate cause of action, like an entitlement to something called a "Lender's Claim." The use of that phrase in the release is simply a shorthand for what is due and owing to Byline under the Guaranties. The "Lender's Claim" is defined in the settlement agreement as the aggregate amount of the secured and deficiency claims. It is simply Byline's entire existing claim against RAMT and its guarantors. Byline's action in this case is for the unpaid portion of that claim. Therefore, the current claim certainly arises from and relates to the "Lender's Claim." Although Ms. Lowisz argues that Byline did not specifically use the term "Lender's Claim" in its amended complaint or attach the settlement agreement, Byline nevertheless is seeking to recover the same relief that was the subject of the settlement agreement.
¶ 32 The Guaranties were specifically made a subject of the relief sought by RAMT and its owners, including Ms. Lowisz, in the bankruptcy, and were referenced multiple times in the settlement agreement. The guarantors, including Ms. Lowisz, signed the settlement agreement in their capacity as guarantors. The release was made by the guarantors, defined in the same agreement to include Ms. Lowisz as well as RAMT. Including the guarantors in the settlement agreement resolved any controversies arising out of the Guaranties, as well as the related controversies arising out of the loan documents signed by RAMT. If RAMT made the settlement payment, all claims against it by Byline would be released, and Byline's claims on the Guaranties would also be released. If RAMT did not make the settlement payment, Byline would receive the Properties without a need for further proceedings, and both RAMT and the guarantors would have no basis to argue that the loan documents and Guaranties could not be enforced against them. That is the unambiguous meaning of the release in the context of the settlement agreement as a whole, and it is consistent with the parties' assertion to the bankruptcy court that the settlement agreement would dispose of all the issues between the parties.
¶ 33 2. Waiver of Defenses
¶ 34 Second, Ms. Lowisz challenges the circuit court's ruling that she waived her arguments that she did not enter into any Guaranties and that the Guaranties signed on her behalf by Mr. Lowisz did not bind her. She argues that the unambiguous language in the release contains no words amounting to a waiver of her rights to defend against any lawsuit brought by Byline. She contends that the release language shows the parties' clear intent to avoid litigation initiated by RAMT and any of the guarantors that could either delay or derail return of the Properties under the deed-in-lieu-of-foreclosure provision, or challenge the valuation of the Properties through the use of extrinsic evidence.
¶ 35 Byline responds that the circuit court properly ruled that, given the broad language of the release, Ms. Lowisz had waived and released any arguments such as those asserted here that she was not actually a guarantor and had not authorized the Guaranties issued on her behalf.
¶ 36 Ms. Lowisz argues that the language of the release does not apply to her because in this case her claims were asserted as an affirmative defense rather than in a declaratory action attacking the Guaranties. But as her declaratory action hypothetical demonstrates, a defense is a type of claim and is covered by the plain language of the release in multiple ways, as the circuit court correctly ruled. While Ms. Lowisz places emphasis on the supposed distinction between a "defense" and a "claim," none of the numerous cases she cites without discussion support her argument.
¶ 37 The definitions of claim, controversy and remedy establish that those terms in the release encompass Ms. Lowisz's affirmative defenses. A "defense" is merely a "defendant's stated reason why the plaintiff or a prosecutor has no valid case" (Black's Law Dictionary (11th ed. 2019)), a definition comfortably encompassed by the multiple released acts listed in the settlement agreement. An "affirmative defense," as Ms. Lowisz asserted here, is an assertion of facts and arguments that, if true, will defeat the plaintiff's claim. Id. Claims and affirmative defenses are often simply two sides of the same coin. Consistent with this observation, the first definition of "claim" in Black's Law Dictionary is a "statement that something yet to be proven is true." Id. Plainly, the arguments Ms. Lowisz sought to assert in this case constituted a claim under that definition, specifically a claim as to why she allegedly is not bound by the Guaranties. None of the cases cited by Ms. Lowisz are to the contrary. Ms. Lowisz has been unable to identify a case that holds that language such as that used in the release does not encompass affirmative defenses.
¶ 38 Not only is an affirmative defense a type of claim, but other terms used in the release further demonstrate the parties' intent to release any possible issues relating to the enforcement of the Guaranties or the loan documents. For example, Ms. Lowisz released "controversies," which are defined as disagreements or disputes. Id. Ms. Lowisz's defenses challenging Byline's right to recovery unquestionably constitute disputes and disagreements. In an effort to avoid this plain meaning, Ms. Lowisz claims that the general term "controversy" should be limited by the words that follow it (i.e., "setoffs" and "third-party actions") to mean only an action to bring suit or a claim, but we do not apply rules of construction to the unambiguous language of the release.
¶ 39 Similarly, Ms. Lowisz's claimed defense to liability in this case is encompassed in the release terms or phrases of (1) "remedies," which is defined as "[t]he means of enforcing a right or preventing or redressing a wrong; legal or equitable relief," (2) "causes of action," which is defined as factual situations that entitle "one person to obtain a remedy in court from another person," and (3) "proceedings of whatever kind or nature whatsoever," where "proceeding" is defined as "[t]he regular and orderly progression of a lawsuit, including all acts and events between the time of commencement and the entry of judgment," and "[a]ny procedural means for seeking redress from a tribunal or agency." (Emphasis added.) Id. Therefore, the circuit court correctly ruled that the release bars Ms. Lowisz's arguments against the enforcement of the Guaranties here.
¶ 40 B. Rescission of the Settlement Agreement
¶ 41 Ms. Lowisz argues that Byline's decision to enforce the Guaranties instead of bringing a "Lender's Claim" meant that the settlement agreement "was never in play" as a basis for Byline's lawsuit and, thus, Ms. Lowisz had no opportunity to file a counterclaim to rescind the settlement agreement based upon the mutual mistake of the parties or fraud by Byline. She asserts that her case for rescission is based on Byline's alleged knowledge through the terms of the power of attorney that Mr. Lowisz had no legal authority to place her in the position of guarantor of corporate debt.
¶ 42 Byline responds, inter alia, that Ms. Lowisz improperly raises a new argument in support of her appeal. Byline argues that Ms. Lowisz cannot claim to have been surprised by the settlement agreement she signed and attached to her answer. Moreover, if she had a claim for recission, she could have raised it as one of her defenses, a counterclaim, or as an argument in response to Byline's motion for summary judgment. She did not, and therefore any such argument has been forfeited. See, e.g., Benson v. Stafford, 407 Ill.App.3d 902, 919 (2010) ("an argument that has not been raised in the trial court cannot be raised for the first time on appeal").
¶ 43 As the circuit court pointed out in rejecting Ms. Lowisz's motion to reconsider, arguments not raised in response to a motion for summary judgment are forfeited and cannot be raised for the first time in a motion to reconsider. See, e.g., Vantage Hospitality Group, Inc. v. Q ILL Development, LLC, 2016 IL App (4th) 160271, ¶¶ 41-43, 46-48. For the same reason, Illinois courts have consistently held that such arguments cannot be the basis for an appeal. Id. ¶¶ 48-49, 58 ("a party who fails to make an argument in the trial court forfeits the opportunity to do so on appeal").
¶ 44 We agree with Byline that Ms. Lowisz has forfeited review of this issue and therefore do not address it on appeal.
¶ 45 C. Power of Attorney
¶ 46 Ms. Lowisz argues that this court, in addition to finding that she did not release defenses to the Guaranties, should also find that her defense-i.e., that the power of attorney did not grant Mr. Lowisz authority to sign the Guaranties on her behalf-is valid and precludes Byline's claims. That argument is not properly before this court. As Ms. Lowisz acknowledges, the circuit court did not rule on her defenses because it found that they had been waived. As discussed above, we agree with that ruling and, as such, the merits of Ms. Lowisz's defenses are not before this court.
¶ 47 III. CONCLUSION
¶ 48 For the reasons set forth above, this court affirms the circuit court's (1) October 31, 2022, order granting plaintiff Byline's motion for summary judgment against defendants, including Ms. Lowisz, and denying Ms. Lowisz's countermotion for summary judgment against Byline, (2) January 10, 2023, order granting final judgment in favor of plaintiff Byline in the amount of $5 million, and (3) July 24, 2023, order denying Ms. Lowisz's motion to reconsider.
¶ 49 For the foregoing reasons, we affirm the judgment of the circuit court.
¶ 50 Affirmed.