1ST Class Legal (I.S.), Ltd. v. Niro, et al.

Northern District of Illinois, ilnd-1:2016-cv-06793

REPLY by Plaintiff 1st Class Legal (I.S.), Ltd. to motion for leave to file {{53}} First Amended Complaint

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Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 1 of 15 PageID #:680 MARC S. MAZER WEILL & MAZER, A Professional Corporation 90 New Montgomery Street, Suite 1400 San Francisco, CA 94105 Telephone: (415) 421-0730 STEVE VARHOLA LYMAN LAW FIRM, LLC 227 West Monroe Street, Suite 2650 Chicago, Illinois 60606 Attorneys for Plaintiff and Counter Defendant 1st CLASS LEGAL (I.S.), LTD. UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION 1st CLASS LEGAL (I.S.), LTD., a foreign) Case No.: 16-cv-6793 corporation,)) Plaintiffs,)) Honorable Robert. M. Dow, Jr. v.)) RAYMOND NIRO, individually and doing) business as NIRO, HALLER & NIRO, an) Illinois Law Partnership, NIRO LAW, LTD.,) an Illinois Corporation, formerly known as) NIRO, HALLER & NIRO, LTD.,)) Defendants.)) PLAINTIFF’S REPLY IN SUPPORT OF MOTION FOR LEAVE TO FILE FIRST AMENDED COMPLAINT Defendant Niro Law, Ltd.’s ("Niro Law") Opposition essentially concedes the merits of Plaintiff’s Motion for Leave. Niro Law does not challenge the general rules cited by Plaintiff. Federal Rule of Civil Procedure 15 sets forth the policy of freely giving leave to amend. "In the absence of any apparent or declared reason—such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, futility of amendment, etc.—the leave sought should, as the rules require, be'freely given.’ " Foman v. Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 2 of 15 PageID #:681 Davis, 371 U.S. 178, 182, 83 S.Ct. 227, 9 L.Ed.2d 222 (1962); Barry Aviation Inc. v. Land O'Lakes Mun. Airport Comm'n, 377 F.3d 682, 687 (7th Cir. 2004). Niro Law has offered a scattershot of arguments (and various sneers, which will be disregarded herein), but as shown below, its arguments rely on an incorrect legal standard and must be rejected. Plainly, Niro Law disagrees with the factual assertions of the amended complaint. But this motion is not the proper time for Niro Law to argue its case or the case on behalf of the parties yet to be joined; the issue here is one of pleading sufficiency only, and judged by that standard, the amendment must be allowed. Niro Law and the other parties will have ample opportunity to offer evidence, and allow the finder of fact to determine the weight, if any, to be given to its claims. Niro errs from the outset in claiming that the standard for allowing an amendment is whether it would survive a motion for summary judgment (Opposition, p. 2). This error may be understandable, because there is language in Bethany Pharmacal Co. v. QVC, Inc., 241 F.3d 854, 860 (7th Cir.2001), to that effect. But had Niro Law checked the law further, it would have discovered that this misreads the case: At first glance, Seventh Circuit case law appears to support Sebring's position. See Bethany Pharmacal Co. v. QVC, Inc., 241 F.3d 854, 860 (7th Cir.2001) ("An amendment is futile if the added claim would not survive a motion for summary judgment."); accord Shanahan v. City of Chicago, 82 F.3d 776, 781 (7th Cir.1996); Morissette v. Peters, 45 F.3d 1119, 1123 (7th Cir.1995); Estate of Porter v. Illinois,36 F.3d 684, 690 (7th Cir.1994); Wilson v. Am. Trans Air, Inc., 874 F.2d 386, 392 (7th Cir.1989). But all of these cases differ from the case at bar in a fundamental way: in each, the plaintiff's request for leave to amend was made while a summary judgment motion was pending, leave to amend was denied at the same time that summary judgment was granted, and the summary judgment record conclusively established that the proposed amendment was futile (emphasis added). 2 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 3 of 15 PageID #:682 Peoples v. Sebring Capital Corp., 209 F.R.D. 428, 430 (N.D. Ill. 2002); See also, Krippelz v. Ford Motor Co., No. 98 C 2361, 2003 WL 466109, at *5 (N.D. Ill. Feb. 24, 2003). In the present case, there is no pending motion for summary judgment on the complaint which is to be amended. Thus, Niro’s reliance on Bethany is unavailing. The standard in the Seventh Circuit is clear: The standard is not whether Plaintiffs' proposed claims can withstand a motion for summary judgment. A proposed amendment is futile only if it could not withstand a Rule 12(b)(6) motion to dismiss (emphasis added). See General Elec. Capital Corp. v. Lease Resolution Corp..,128 F.3d 1074, 1085 (7th Cir.1997). "In response to an ordinary 12(b)(6) motion, a court simply examines the allegations in the complaint to determine whether they pass muster." Id. at 1080. Ogden v. Patriot Mun. Util., No. 4:13-CV-00072-SEB, 2014 WL 4722606, at *2 (S.D. Ind. Sept. 22, 2014). Additionally, the challenged pleading must be construed in the light most favorable to the plaintiff and well-pleaded allegations must be accepted as true. [T]he Court must construe the Complaint in the light most favorable to Plaintiff, accept as true all well-pleaded facts and draw all reasonable inferences in its favor. Yeftich v. Navistar, Inc., 722 F.3d 911, 915 (7th Cir.2013); Long v. Shorebank Dev't Corp., 182 F.3d 548, 554 (7th Cir.1999). McFadden v. Pryor, No. 12 C 4110, 2015 WL 3932100, at *1 (N.D. Ill. June 25, 2015). As will be demonstrated below, the First Amended Complaint easily meets the required standard. The motion for leave to amend should be granted. 1. Plaintiff’s Allegations Regarding Individual Liability are Sufficient and Niro Law’s Arguments to the Contrary Ignore Controlling Authority. Niro Law argues that the underlying contract refers to a corporate entity and that "the contract itself clearly establishes the firm’s status as a corporation." Niro Law offers no case law 3 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 4 of 15 PageID #:683 for its apparent argument that a single, out-of-context contract reference is sufficient to resolve the underlying issue. As noted above, the Rule 12(b)(6) standard requires accepting as true all well-pleaded facts and the drawing of all inferences in favor of the complaint. The relevant pleadings on this issue are not addressed by Niro Law in its opposition, and it is easy to see why: they have no legitimate response. Here is the portion concerning this issue: 7. Defendant NHN failed to operate in a manner consistent with being a corporation and, instead operated as a partnership or other unincorporated entity. Attorneys working in Defendant NHN represented themselves to Plaintiff to be "partners" or "supervising partner" and otherwise failed to identify themselves as shareholders of Defendant NHN. Virtually all documents constituting communications between Plaintiff and Defendant NHN failed to identify Defendant NHN as a corporation and in many instances the purported shareholders of Defendant NHN represented themselves as "partners" of Defendant NHN. The Agreement referenced hereinafter defined the "Borrower" as a firm of attorneys known as Niro Haller & Niro, rather than a corporation. The CSLAs referenced hereinafter were signed by individuals who were not identified as either shareholders, officers or directors of Defendant NHN. Plaintiff’s communications with Defendant NHN and the Shareholder Defendants indicated that Plaintiff had an understanding that Defendant NHN was a partnership by referencing "partners" in forms and other communications made by Plaintiff to Defendant NHN and its Shareholder Defendants and neither of them ever informed Plaintiff that its understanding was incorrect in any manner until after the commencement of this action. Accepting these allegations as true, Plaintiff has plainly alleged sufficient facts to support its claim. NHN represented its members as "partners." The identification of the parties refers to the Borrower as "a firm of attorneys," not as a corporation. In the communications between the parties, NHN referred to its members as "partners." Niro Law claims that the sentence "The Borrower is duly incorporated under the laws of the state in which it is incorporated" in a much later section is determinative and somehow 4 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 5 of 15 PageID #:684 overrules the description in the definitions on page 2. No citation is given for this proposition. Plaintiff expects to show that as a matter of English law and practice, a sentence of this sort is a standard provision, meant to mean that an entity is duly licensed as required to exist under state law. Thus, if the Borrower is other than an individual--a corporation, LLC, or partnership – it represents that it has complied with state law sufficient to have authority to enter into the contract. To illustrate further that the subject Master Loan Agreement does not establish that the borrower is a corporation, the Court should consider the signature page which indicates that the borrower’s representative is to sign as either "director/partner", rather than as an officer of any corporation. In addition to ignoring the allegations of the First Amended Complaint, Niro Law also ignores any real analysis of English law. It cites to a UK government webpage on how to set up a private limited company. Government webpages directed to the general public are not the same as citations to statute and case law. Under Regulation 24 of the "Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations" (2015) (SI 2015/17) (copy attached), a company must disclose its registered name on:  Its business letters, notices and other official publications.  Its bills of exchange, promissory notes, endorsements and order forms.  Cheques and orders for money, goods or services signed by or on behalf of the company.  Its bills of parcels, invoices and other demands for payment, receipts and letters of credit.  Its applications for licenses to carry on a trade or activity.  All other forms of business correspondence and documentation. 5 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 6 of 15 PageID #:685 Therefore, under English law, a company must include its registered name in its written contracts. It is indisputable that Niro, Haller, and Niro did not use its full registered name in the contract with Plaintiff.1 There is no need for this Court to rule on this issue at the pleading stage. Perhaps at a later point, Niro Law will be able to persuade the finder of fact or this Court to pay no attention to any other evidence than that one sentence in the agreement, and to disregard the English law that it neglected to cite or address, unlikely though as that seems. But at this stage of the proceedings, the question need not be reached. Futility has not been shown, and the amendment should be allowed. 2. A Claim for Piercing the Corporate Veil has been Adequately Pleaded. Niro Law resorts to flat-out misstatements of fact and completely ignores applicable law in arguing that the allegations for disregarding the corporate entity are inadequate. On page 6, Niro Law alleges: First, as to the one passage in these allegations that can be construed as factual—"The Agreement referenced hereinafter defined the'Borrower’ as a firm of attorneys known as Niro Haller & Niro, rather than a corporation" (¶7)—This is verifiably (and sanctionably) false. (Opposition, p. 6.) This is a very serious accusation, so it is rather interesting that Niro Law fails to cite the exact language of the contract. Here it is, from the list of defined terms on page 2 of the Master Loan Agreement, Exhibit A to the pleading: 1 The evidence will show that Niro, Haller, and Niro did not use its full registered name, or otherwise identify itself as a corporation, in any of its correspondence with Plaintiff, or in retainer agreements between it and its clients related to the subject of this action. 6 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 7 of 15 PageID #:686 "Borrower" means the firm of attorneys known as Niro, Haller & Niro with offices at 181 West Madison Street, Chicago, Illinois, 60602-4515, United States of America. Thus, far from being a false allegation, the allegation is a verbatim quote from the Agreement. We leave it to the Court to draw whatever conclusions are merited as to which party is making a false allegation, and what inferences to draw therefrom. As noted above, Niro Law calls attention to a reference in a much later section to Borrower as a corporation. It is entitled to make its arguments at the appropriate time and place, but it has offered no authority for the notion that this reference in a very different section is dispositive, that the definition of "Borrower" cited by Plaintiff should be disregarded, and that the later reference necessarily bears the interpretation urged by Niro Law. The standard for pleading alter ego liability does not require granular particularity and a motion to dismiss does not assess the sufficiency of the evidence: Where a claimant fairly alleges an entity exists as the alter ego of another and provides factual manifestations suggesting the existence that the two operate as a single entity, a motion to dismiss will be denied. See Steel Warehouse, 1990 WL 304266 at *2, 1990 U.S. Dist. LEXIS at *5. Kellers Sys., Inc. v. Transp. Int'l Pool, Inc., 172 F. Supp. 2d 992, 1001 (N.D. Ill. 2001). Rule 9(b) "generally does not apply to piercing allegations." To state a veil-piercing claim, Plaintiffs typically are only required to satisfy the notice pleading standards of Rule 8(a). If the Complaint "fairly alleges an entity exists as the alter ego of another and provides factual manifestations suggesting the existence that the two operate as a single entity, a motion to dismiss will be denied." Plaintiffs fulfill Rule 8(a) notice pleading standards by alleging that Lee Street utilizes real estate owned by Kathrein, and by alleging that Lee devised Kathrein "for the sole purpose of holding title to local real estate through which [Lee] operates Lee Street Management." (D.E. 15 ¶¶ 3–4.) Read in the light most favorable to Plaintiffs, this appears to be an allegation that Kathrein is the "alter ego" of Lee Street under a veil-piercing analysis. 7 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 8 of 15 PageID #:687 Flentye v. Kathrein, 485 F. Supp. 2d 903, 912–13 (N.D. Ill. 2007) (citations omitted). Plaintiff has easily met, and indeed exceeded, the pleading standards noted in Flentye.2 3. The Successor Liability Claim against Vitale, Vickrey, Niro & Gasey, LLP Will not be Pursued, and Niro Law’s Objection is Therefore Rendered Moot. Based upon further information provided by Defendant and reviewed by Plaintiff after the filing of this motion, Plaintiff has determined at this time not to pursue its claim of successor liability against Vitale, Vickrey, Niro & Gasey LLP, and requests that when the Court grants this motion, it provide that all references to the Vitale firm be deleted. 4. The First Amended Complaint Alleges a Basis for Liability Against the Estate of Ray Niro. At page 9 of its Opposition, Niro Law argues (without authority) that amendment to name the personal representatives of Ray Niro, Sr. is improper because the only basis for liability against Niro, Sr. is his status as a shareholder of Niro Law. The argument lacks merit: First, as noted above, Plaintiff has adequately pleaded a basis for alter ego liability. Second, Niro Law’s contention that the only basis for a claim against Niro, Sr. is as a shareholder is incorrect. Once again, Niro Law has ignored the actual language of the First Amended Complaint and the principle that its allegations must be accepted as true at this stage. Paragraph 43 alleges direct personal liability against Niro for misrepresentation: As of the effective date of the Agreement, Defendant NHN, Ray Niro Sr., Defendant Niro, Jr., Defendant Gibbons, and Defendant Gasey each made written representations to Plaintiff in drawdown requests provided to Plaintiff stating that "each and every condition of the Agreement is satisfied". Defendant NHN, Ray Niro Sr., and the Shareholder Defendants all knew that if Plaintiff was informed that there was a default or breach of the Agreement in any manner, Plaintiff would be entitled to both cease any further 2 The cases relied upon by Niro Law appear to be concerned about the elements needed to be proven for a plaintiff to prevail on an alter ego theory. Of course, that is entirely different from the pleading standard necessary to survive a Rule 12(b)(6) challenge. 8 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 9 of 15 PageID #:688 disbursement of loan funds to Defendant NHN and also be entitled to repayment of the loan pursuant to the provisions of the Agreement. (Emphasis added.) Since Niro Law’s argument disregards the pleadings and is unsupported by authority, it should be rejected. 5. The First Amended Complaint Alleges a Basis for Liability Against the Trustee of the Raymond P. Niro Trust. At page 10 of its Opposition, Niro Law makes the same arguments against addition of the Trustee of the Raymond P. Niro Trust as a party. For the most part, Niro Law repeats the same invalid arguments discussed in the preceding section, and Plaintiff incorporates its reply herein. Niro Law adds one further argument: that it is unaware of any basis for the proposition that the Raymond P. Niro Trust can be sued for the debt of the trust’s settlor. The fact that Niro Law is "unaware" of a basis is far from authority that the claim lacks basis. Thus, Niro Law’s argument fails from its own lack of weight. But in any event, a basis for the claim exists. Ray Niro, Sr., died in Florida, and it is Florida law that will govern the liability of the trust for estate matters and is the subject of a Probate action in the Circuit Court for Palm Beach County, Florida as Case Number 502016CP004532XXXXSB. Ray Niro, Jr. and Dean Niro caused a "Notice to Creditors" and "Notice of Trust" to be filed in such action (copies attached as Exhibits A and B). According to these documents, all persons having claims against Ray Niro, Sr.’s estate must file a separate lawsuit against the estate in order to be paid from the estate. According to the Notice of Trust and Florida Statutes Sections 733.707(3) and 733.607(2), the Ray Niro Trust (Dean Niro, Trustee) is liable for enforceable claims of decedent’s creditors to the extent the decedent estate is insufficient to pay them. According to a Notice to Qualified Beneficiaries issued by the Trust, it is a trust described in Florida Statutes, Section 733.707(3) which obligates such a trust to pay the probate 9 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 10 of 15 PageID #:689 expenses and estate obligations if the probate estate is insufficient. (Copies of the Notice and the statute are attached as Exhibits C and D, respectively) In light of the foregoing, Plaintiff has shown more than enough to justify the addition of the Trust (and its trustee) at this stage. Of course, the Trust is free to advance whatever claims it believes appropriate in response to being added as a party. There is no reason for this Court to guess what those claims might be or rule on them at this point.3 6. Plaintiff has Pleaded a Valid Claim of Misrepresentation, and Niro Law’s Effort to Invoke the Moorman Doctrine Fails. Niro Law’s final argument is that the claim of misrepresentation against the defendants is improper under the standard of Moorman Manuf’g Co. v. Nat’l Tank Co., 91 Ill. 2d 69 (1982). In that case, the Illinois Supreme Court held that solely economic loss cannot be sought under a negligent or innocent misrepresentation theory, subject to certain exceptions. As shown below, two of the exceptions are clearly shown in the First Amended Complaint and applicable law. One exception is for "a defendant’s intentional, false representation." Niro Law attempts to brush this away, claiming (at page 11 of its Opposition) "Nor is it alleging intentional fraud." Once again, Niro Law misrepresents the First Amended Complaint. The allegation of fraud is quite clear: "Defendant NHN and the Shareholder Defendants knew or should have known that said representations were false when made to Plaintiff and that the representations that "each and every condition of the Agreement is satisfied" were false when made." This adequately alleges "intentional, false representation." 3 Plaintiff requests that the Court takes judicial notice of these Exhibits A, B and C, which were all filed with the Florida Probate Court. "The most frequent use of judicial notice of ascertainable facts is in noticing the contents of court records." 21 Charles Alan Wright & Kenneth W. Graham, Jr., Federal Practice & Procedure: Evidence § 5106, at 505 (1st ed. 1977 & Supp.1997); Gen. Elec. Capital Corp. v. Lease Resolution Corp., 128 F.3d 1074, 1081 (7th Cir. 1997); Glenbrook Capital Ltd. P'ship v. Kuo, 525 F. Supp. 2d 1130, 1137 (N.D. Cal. 2007) (public documents generally judicially noticeable). 10 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 11 of 15 PageID #:690 Another exception applies. Tort recovery is permitted under Moorman when negligent misrepresentation is made "by a defendant in the business of supplying information for others in their business transactions." The application of the Moorman doctrine to negligent misrepresentation claims has been analyzed as follows: Suits for purely economic damages based on negligent misrepresentations generally are barred in Illinois under the so-called Moorman doctrine. However, the Illinois Supreme Court has imposed a duty on a party to avoid negligently conveying false information if the party is in the business of supplying information for the guidance of others in their business transactions. Thus, in order to prevail on a negligent misrepresentation claim in this case, Hartford must establish that HBC was in the business of supplying information for the guidance of others in business transactions. Hartford Fire Ins. Co. v. Henry Bros. Const. Mgmt. Servs., LLC, 877 F. Supp. 2d 614, 618–19 (N.D. Ill. 2012) (citations omitted). Under Illinois law there is a continuum of the degree to which various businesses can be viewed as information suppliers, and has made it clear where attorneys fall on that spectrum: "[O]ne may envision a continuum [of enterprises] with pure information providers at one end and pure tangible good providers at the other." At the pure information end are accountants and attorneys, insurance brokers, stockbrokers, real estate brokers, termite inspectors, and environmental assessors. Tolan & Son, Inc. v. KLLM Architects, Inc., 308 Ill. App. 3d 18, 28, 719 N.E.2d 288, 296–97 (1999) (citations omitted; emphasis added). Thus, Niro Law’s claim that Plaintiff could not possibly plead that Niro Law is in the business of supplying information (Opposition, p. 11) is devoid of merit and an effort to mislead the Court about the very clear state of the law as to the status of attorneys as information providers. 11 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 12 of 15 PageID #:691 For an attorney to have a duty to provide accurate information to a non-client, the non-client must allege that there was an underlying intent to benefit or influence the third party. Greycas v. Proud, 826 F.2d 1560, 1563-64 (7th Cir.1987); See also Wafra Leasing Co. v. Prime Capital Corp., 192 F.Supp.2d 852, 874 (N.D.Ill.2002). In the present case, Plaintiff has abundantly met this standard with multiple allegations, supported by citations to the express language of the Master Loan Agreement, that there was an intent to benefit or influence Plaintiff. Some examples: Defendant NHN agreed to satisfy specific obligations under the Agreement as a condition for receiving any funding pursuant to the Agreement. Those obligations included, among other things, the following: a. All representations and warranties made by Defendant NHN in the Agreement were true and continued to be true; b. Defendant NHN was required to represent that there was no condition of default under the Agreement; *** g. Defendant NHN represented and warranted that it informed Plaintiff of all Relevant Facts (as that term is defined in the Agreement) or has provided to the Plaintiff all information and documentation requested by the Plaintiff from which Plaintiff may determine the Relevant Facts; h. Defendant NHN warranted and represented that in its judgment, the prospects of success in the proceedings are good taking into consideration all of the information known to Defendant NHN. (From First Amended Complaint, ¶17.) Additionally, the Agreement required the Defendants to provide Plaintiffs with periodic status reports containing all "Relevant Facts" (as defined more particularly below) about underlying lawsuits including the types of actions (referred to in the Agreement as "Proceedings"), the bases for the claims, and the prospects for success and factors bearing on the prospects for success of the Proceedings. (Id., ¶19.) 12 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 13 of 15 PageID #:692 Thus, in the present case, Niro Law expressly undertook to supply Plaintiff with information in order to receive the loaned funds. Niro Law’s argument that it was not in the business of supplying information flies in the face of the alleged facts. The cases cited by Niro Law are quite distinguishable. In Oakland Police & Fire Ret. Sys. v. Mayer Brown, LLP, No. 16-2983, 2017 WL 2791101, at *6 (7th Cir. June 28, 2017), the question concerned whether a duty of care was owed by an attorney to a third party adverse to the client the attorney represented. The court plainly stated that its concern was with "cases of an adversarial nature" and dealings with "third parties with adverse interests in the matter at hand." That is not the situation in the present case. Plaintiff was not adverse to Niro Law’s client; it was funding the litigation and had a financial interest in seeing the client succeed. Other cases cited by Niro Law are unavailing. Niro Law cites this Court’s decision in Boyd Grp. (U.S.) Inc. v. D'Orazio, No. 14 CV 7751, 2015 WL 3463625, at *10 (N.D. Ill. May 29, 2015). But in that case, the defendant was in the collision repair business, not in a business that has been recognized by the Illinois courts as a "pure information provider." For some unclear reason, Niro Law also cites Collins v. Reynard, 154 Ill. 2d 48, 52, 607 N.E.2d 1185, 1187 (1992), and Congregation of the Passion, Holy Cross Province v. Touche Ross & Co., 159 Ill. 2d 137, 162, 636 N.E.2d 503, 514 (1994), cases recognizing an exception to the Moorman doctrine for attorney and accountant malpractice claims. Those decisions offer nothing to assist Niro Law. Finally, Wigod v. Wells Fargo Bank, N.A., 673 F.3d 547, 584 (7th Cir. 2012) was a case in which a mortgagor sued a bank for failure to modify a mortgage loan. It offers no assistance in analyzing whether an attorney is an information provider or not. Niro Law’s reliance on such plainly inapplicable authority – and its deceptive omission of clear authority describing attorneys as "pure information providers" – compels rejection of their argument. 13 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 14 of 15 PageID #:693 WHEREFORE, Plaintiff 1st Class Legal (I.S.), Ltd. respectfully requests that this Court grant it leave to file the attached First Amended Complaint. Dated: July 28, 2017 Respectfully submitted, 1ST CLASS LEGAL (I.S.), LTD. By:/s/Marc S. Mazer Marc S. Mazer WEILL & MAZER, A Professional Corporation 90 New Montgomery Street, Suite 1400 San Francisco, CA 94507 Attorneys for Plaintiff and Counter Defendant 1st Class Legal (I.S.), Ltd. 14 Case: 1:16-cv-06793 Document #: 60 Filed: 07/28/17 Page 15 of 15 PageID #:694 CERTIFICATE OF SERVICE The undersigned, an attorney, certifies that on July 28, 2017, he caused the foregoing Plaintiff’s, 1st CLASS LEGAL (I.S.), LTD., Reply in support of Motion for Leave to File First Amended Complaint to be served upon all counsel of record via the court’s electronic docketing system. Dated: July 28, 2017 1ST CLASS LEGAL (I.S.), LTD. By:/s/Steve M. Varhola Steve M. Varhola LYMAN LAW FIRM, LLC 227 West Monroe Street, Suite 2650 Chicago, Illinois 60606 (312) 762-9517 Attorneys for Plaintiff and Counter Defendant 1st Class Legal (I.S.), Ltd. 15