¶ 85 Defendants contend that Illinois law requires Sheth to disgorge all ill-gotten profits from the Besly transaction. In support they cite and discuss three cases: Kirkruff v. Wisegarver, 297 Ill.App.3d 826, 231 Ill.Dec. 852, 697 N.E.2d 406 (1998); Spindler v. Krieger, 16 Ill.App.2d 131, 147 N.E.2d 457 (1958); and Sams v. Rigg, 339 Ill.App. 25, 88 N.E.2d 673 (1949). ¶ 86 In Kirkruff v. Wisegarver, the plaintiffs sued their defendant real estate broker for breach of fiduciary duty and violation of the Illinois Consumer Fraud and Deceptive Business Practices Act, among other things.

Another source of a judicially imposed duty has been agency law, with some courts holding that the real estate broker may indeed be the agent of the buyer even though the agent has never, in the traditional consensual sense, agreed to such an arrangement. See, Brown v. Coates, 102 U.S. App. D.C. 300, 253 F.2d 36 (1958) and Spindler v. Kreiger, 16 Ill.App.2d 131, 147 N.E.2d 457 (1958). See also Caveat Emptor!

Under Illinois common law principles, the relationship between a would be purchaser of realty and a real estate broker was that of principal-agent. Spindler v. Kreiger, 147 N.E.2d 457, 465 (Ill.App. 1958). All that was required to create such a relationship was for a buyer to request a broker's assistance for purchase of a particular piece of property.

The law is clear in Illinois that, as between parties to an instrument, extrinsic evidence is inadmissible to vary, alter, or contradict a written instrument which is complete, unambiguous, valid and unaffected by fraud, duress, mistake, or illegality. (See Spindler v. Krieger (2nd Dist. 1958), 16 Ill. App.2d 131, 139, 147 N.E.2d 457; 18 I.L.P. Evidence § 251.) The written contract is conclusively presumed to include all the material terms, and all prior negotiations are merged into that agreement.

An agent acting for the purchaser of land, whether by appointment or as a volunteer, must see that he meets fairly and squarely the responsibility of his position and does not take any advantage, either for his own gain or to the injury of the person whom he represents. Spindler v. Krieger, 16 Ill. App.2d 131, 147 N.E.2d 457, 464 (1958). The agent's fiduciary duties to his principal may be broadly phrased as duties of service and obedience, and duties of loyalty.

¶ 41 Defendant argues that the trial court was right to consider the financial dealings of the parties as they bore on the issue of consideration, as a court "is allowed to consider the conduct of the parties which is relevant to the ultimate signing of [a promissory note]." Defendant cites the parol evidence rule as stated in Spindler v. Krieger, 16 Ill. App. 2d 131,139 (1958): "The parol evidence rule has been stated in various terms but the broad general rule may be stated as follows: Parol or extrinsic evidence is inadmissible to vary, alter or contradict a written instrument where the instrument is complete on its face, unambiguous, valid, and there is no fraud, duress, mistake, or illegality in respect of the instrument [citations].

First, the agent must have unbreakable communication with his principal. Because the looting agent and his principal are one and the same, the principal clearly has knowledge of its agent's actions at all times. Reider, 47 Conn. Supp. at 213, 784 A.2d at 472; see also Spindler v. Krieger, 16 Ill. App. 2d 131, 146-47 (1958). Second, because the sole owner is the only shareholder of the corporate entity, he personally benefits from his own wrongdoing whereas the corporation itself does not. The owner himself, as the sole person whose economic interests are directly affected by the corporation's financial success or failure, is not affected. The Reider court explained that "the looted corporation is not so much the owner's victim as it is his tool to defraud third parties."

First, the agent must have unbreakable communication with his principal. Because the looting agent and his principal are one and the same, the principal clearly has knowledge of its agent's actions at all times. Reider, 47 Conn. Supp. at 213, 784 A.2d at 472; see also Spindler v. Krieger, 16 Ill. App. 2d 131, 146-47 (1958). Second, because the sole owner is the only shareholder of the corporate entity, he personally benefits from his own wrongdoing whereas the corporation itself does not. The owner himself, as the sole person whose economic interests are directly affected by the corporation's financial success or failure, is not affected. The Reider court explained that "the looted corporation is not so much the owner's victim as it is his tool to defraud third parties."

Finally, plaintiffs argue that the integration clause does not bar them from bringing fraud claims based on statements found outside the written agreements. To support this assertion, plaintiffs cite several cases: Salkeld v. V.R. Business Brokers, 192 Ill. App. 3d 663 (1989); Spindler v. Krieger, 16 Ill. App. 2d 131 (1958); Lehman v. Hill, 414 Ill. 173 (1953); and Vigortone AG Products, Inc. v. PM AG Products, Inc., 216 F.3d 641 (7th Cir.2002). However, those cases involved contracts that contained integration clauses, but which did not contain nonreliance clauses.

In the event of any litigation between him and his employer, the burden is upon the broker to prove both the permission and the exemplary manner in which he availed himself of it, since it is inconsistent for one to act as principal in his own behalf at the same time he is duty bound to act as the agent of another. Spindler v. Krieger, 16 Ill. App.2d 131, 147 N.E.2d 457 (1958); Pittsburgh, 160 F.2d 721; Rieger, 329 Ill. 21, 160 N.E. 130. Defendants in the case sub judice never informed Letsos that Hernandez was willing to pay $115,000 for the property and that Brusha had signed a contract to sell his interest in the property for $115,000. Brusha's fiduciary duty required him to disclose to Letsos all material facts, such as his contract with Hernandez. Brusha's fiduciary duty further required him not to deal for his own advantage, and make a profit of $23,000, undisclosed to Letsos.