2019 IL App (1st) 181113-U No. 1-18-1113 Third Division December 11, 2019

NOTICE: This order was filed under Supreme Court Rule 23 and may not be cited as precedent by any party except in the limited circumstances allowed under Rule 23(e)(1). ______________________________________________________________________________

IN THE APPELLATE COURT OF ILLINOIS FIRST DISTRICT ______________________________________________________________________________

LESTER G. DETTERBECK III, WENDI ) Appeal from the GAWNE f/k/a Wendi Jensen, and BRUCE ) Circuit Court of DETTERBECK, ) Cook County. ) Plaintiffs-Appellants, ) No. 16 CH 02260 ) v. ) Honorable ) Thomas R. Allen, JOHN DETTERBECK, BARBARA ) Judge, presiding. DETTERBECK, LESTER DETTERBECK ) ENTERPRISES, LTD., CARRIE TRUST ) GROUP PARTNERSHIP; LORRAINE ) TRUST GROUP PARTNERSHIP; ESTATE ) OF LESTER G. DETTERBECK, JR.; the ) LESTER G. DETTERBECK, JR. ) REVOCABLE TRUST DATED MAY 2, ) 2005; and LEAF, DAHL & COMPANY, ) LTD., ) ) Defendants-Appellees. ) ______________________________________________________________________________

JUSTICE COBBS delivered the judgment of the court. Presiding Justice Ellis and Justice Howse concurred in the judgment.

ORDER

No. 1-18-1113

¶1 Held: The circuit court properly found that plaintiffs were reasonably apprised of harms stemming from alleged breaches of fiduciary duty in 1986 and there was no tolling of the statute of limitations as to causes of action accruing more than five years prior to the filing of plaintiffs’ complaint and dismissal was proper. However, causes of action accruing within the preceding five years were improperly dismissed wholesale. In claims against the original trustee, laches is applicable to dismiss plaintiffs’ claims due to the death of key witnesses. Claims against the successor trustees based on accountability for actions of the former trustee, were also properly dismissed, but successor trustees are separately liable for any additional breaches and such claims cannot be dismissed under the statute of limitations or laches. Lastly, claims of professional negligence were improperly dismissed under section 2-615 where plaintiffs sufficiently plead their cause of action.

¶2 Plaintiffs, Lester G. Detterbeck III, Wendi Gawne, and Bruce Detterbeck, are three out of the four beneficiaries under two sets of trusts who brought suit against the current co- trustees, their youngest brother John Detterbeck and their stepmother Barbara Detterbeck.

Plaintiffs also named as defendants: the estate of their father and former trustee, Lester

Detterbeck, Jr.; the accounting firm who worked with the trustees, Leaf, Dahl & Company; a

family company currently run by John, Lester Detterbeck Enterprises 1 (LDE); and the partnerships formed to hold the trusts’ assets, Carrie Trust Group and Lorraine Trust Group.

The fourth amended complaint lodged eight counts in total against the defendants including

alleged breaches of fiduciary duty, civil conspiracy, aiding and abetting, unjust enrichment, and professional negligence. Plaintiffs now appeal the circuit court’s April 17, 2018 order dismissing the count of professional negligence against Leaf, Dahl, & Company under section 2-615 of the Illinois Code of Civil Procedure (the Code), 735 ILCS 5/2-615 (West

2018), and the circuit court’s April 30, 2018 order dismissing the remaining counts under section 2-619 of the Code, 735 ILCS 5/2-619 (West 2018).

¶3 I. BACKGROUND

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No. 1-18-1113

¶4 A. The Trusts 2

¶5 In 1973, plaintiffs, defendant John, and their sister Cheryl Martin 3 were named as the primary beneficiaries of the Carrie Cederna Trusts 1, 2, 3, 4, and 5. Carrie Cederna, the beneficiaries’ maternal grandmother, named the beneficiaries’ father, Lester Jr., as the trustee. Each trust was intended to be “separate and distinct” from the others and was funded with $100. In 1978, Lester Detterbeck, Sr., executed a nearly identical trust agreement on

behalf of plaintiffs, John, and Cheryl under the Lorraine Trusts 1, 2, 3, 4, and 5. The agreements differed only in the names of the grantors, the date and place of execution, and the named back-up trustee who would act if no other Trustee was qualified to act.

¶6 The trust agreements provided that distributions to the beneficiaries would be made at the “sole discretion of the Trustee.” The Trustee was empowered, inter alia, to “hold, manage, improve, repair and control all property, real or personal” in the trust estate; to “sell *** grant options to purchase, and to convey or exchange any and all of the property”; to “lease any tangible personal property”; to “borrow money, to extend or renew any existing indebtedness, and to mortgage or pledge any property”; to “abandon any property *** deem[ed] worthless or not of sufficient value to warrant keeping or protecting”; and to “lend the principal or income of the Trust estate to the beneficiary, without interest and without

security, or to make loans to such other persons, partnerships, corporations, trusts or estates, upon such terms with such security and rates of interests as the Trustee may deem advisable.”

Lester Jr. managed the trusts from their creation up to his death. In 2008, he appointed his son John and his second wife, Barbara, as successor co-trustees on both trusts. Lester Jr. died

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No. 1-18-1113 on August 24, 2015, and shortly after John and Barbara accepted their appointments as co- trustees.

¶7 Lester Jr. was also the owner of LDE, the family-run company, which manufactures cutting tools, cams, tool holders and replacement parts for the precision machine products industry. The company is situated in Iron River, Michigan and run by John who was named president in 1999. John obtained 100% ownership of the company after Lester Jr. died.

Plaintiffs had all worked at LDE at some point in time, in various capacities, and for different durations. John testified via deposition regarding the relationship between the trusts and LDE.

¶8 John stated that in the months following his father’s death, he went through all the records available in order to facilitate the transitioning of the company and trusts. During his review of the relevant documents, John found that each of the separate trusts did not have

individual bank accounts. Instead there were bank accounts for the Lorraine Trust Group and the Carrie Trust Group. Although John could not find any specific agreements, he and Barbara acted under legal advice to execute an “Amended and Restated Partnership

Agreement” for the Carrie Cederna Trusts and the Lorraine Trusts. The agreements were signed on December 12, 2015, and purported to be continuations of the original partnership agreements which could not be located. The partnership agreements joined the Carrie

Cederna Trusts 1, 2, 3, 4, and 5 into the Carrie Trust Group and the Lorraine Trusts 1, 2, 3, 4, and 5 into the Lorraine Trust Group. The restated partnership agreements invoked the Revised Uniform Partnership Act of the State of Florida and listed a Florida address for their principal office. Each partnership group stated its purpose was “to invest and reinvest, 181116

No. 1-18-1113 acquire, hold, maintain, lease, sell and exchange equipment, with the lessee of such equipment being Lester Detterbeck Enterprises, Ltd.”

¶9 John also found his father’s handwritten notes on rates and amounts referencing equipment that was owned by the trust partnerships and leased to LDE. Having worked at

LDE, John was familiar with the equipment at issue, but had never gone over the leases with his father. John attempted to compile the information from his father’s notes into an electronic document. The tabulations he compiled were submitted as deposition exhibits. As far as he knew, there were no written leases detailing the contracts between the trust partnerships and LDE.

¶ 10 After their father’s memorial, John received emails from Lester III regarding the trusts.

The first email requested copies of the original trust documents together with the recent tax returns and financial statements in order to get “full transparency on the two trusts.” Lester noted that “now that our father’s ashes have been buried, it’s time to deal with the '800 pound gorilla in the room'” in order to ensure that the purpose of the trusts have been and will continue to be met. After receiving some documents from John, Lester emailed again, asking

to work together on the trusts. Lester referenced letters he had sent to their father in 1985 and 1986 about the management of the trusts and communication between the family members.

Lester noted, “I think we all gave him a ‘pass’ on what we knew should[sic] have received for decades and now that he has passed, we’re all ready to be brought up to date as quickly as possible.” Lester ended the email with a suggestion to “wind [the trusts] down” something he noted he had also suggested 30 years prior.

¶ 11 The letters, penned by Lester III and referenced in his emails to John, were annotated as copied to all siblings and their mother. The 1985 letter specified Lester was writing his father

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No. 1-18-1113 after reviewing the divorce 4 judgment, in which the judge ruled on whether the trusts were marital property. Lester III wrote “to give [his] opinion on the outcome.” He stated that he

had “no problem” with the judge’s ruling provided that his father operate and handle the trusts “in a fiduciary manner for the benefit of the beneficiaries.” The letter continued, “[i]f on the other hand, the trusts will be operated as they have in the past or if they are systemically dissolved back into Form-Rite or some other entity of yours, I think that mother and all of your children have 'been screwed.'”

¶ 12 The 1985 letter demanded that their father share information about the content of the trusts, the present investments, the rights and responsibilities of the trustee and beneficiaries, contemplated distributions, and provisions regarding securing loans from the trusts with all the beneficiaries. Lester III concluded the letter by laying out what he viewed as his father’s two choices, to either manage the trusts in a way “that could benefit you and your loved ones” or “you take it all for yourself and turn your back on everyone.”

¶ 13 The 1986 letter acknowledged that no response had been received over the last year.

However, Lester III noted that certain events had compelled him to write once more “to try, for the final time, to convince you” to change the future. Lester III noted that his father had

“continued [his] previous course of action” with regard to the trusts. The letter then discussed what Lester III understood were his legal rights. First, that the beneficiaries were entitled to

“regular reporting, full disclosure, and objective and fiduciary handling of the trust funds”

which his father had “cavalierly chosen not to.” Second, that there was the possibility of suing to remove his father as trustee and although he believed he had a “strong case” to do

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No. 1-18-1113 so, he acknowledged that proceeding with legal action would add “additional pressure” on the “already strained relationships.”

¶ 14 Lester III further accused his father of “continu[ing] to treat the [trust] funds as entirely yours, using them for your personal benefit” despite the divorce decree declaring the funds as property of the beneficiaries rather than either parent. He also wrote, “If you sincerely believe that the entire trust funds are all yours, then you are legally incorrect and morally dishonorable to your family.” Lester III specifically named Dave Dahl, stating that Lester Jr. could change the course of the future by instructing Dahl to “undo what he helped you create” in order to “restore our family financial integrity.” Thus, Lester III requested that his father set in motion a plan to close the trusts, distribute the funds, and “eliminate the trust charade.”

¶ 15 B. Procedural History

¶ 16 On December 9, 2015, plaintiffs each invoked the terms of the trust agreement, executing powers of appointment and requesting the distribution of their respective trusts. On January

20, 2016, plaintiffs also issued a demand for a complete accounting of the trusts. Lester III stated that he was only allowed to review the 2012, 2013, and 2014 trust tax records rather

than a full accounting. However, even his limited review caused him concern and as a result, plaintiffs filed their initial complaint on February 17, 2016.

¶ 17 1. The Complaint

¶ 18 The complaint was amended four times to re-plead counts that were dismissed, add additional defendants and claims, and address other issues that arose during the proceedings.

Defendants, John and Barbara, filed a counterclaim for declaratory judgment regarding the sale of equipment held by the trust partnerships. This counterclaim was later resolved via

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No. 1-18-1113 agreed order after depositions were taken. Plaintiffs’ fourth amended complaint includes

allegations that the counterclaim was improperly filed, as it was funded by the trusts’ assets, and brought in bad faith.

¶ 19 The fourth amended complaint alleged, inter alia, that the trusts and their assets were wrongfully utilized and manipulated in order to fund LDE without adequate compensation to the detriment of the trusts and the beneficiaries’ interests. Specifically, plaintiffs complained

Lester Jr. had (1) arranged unreasonable oral leases of equipment owned by the Trusts, through the partnerships, to LDE at below-market rates; (2) generated unnecessary loans

between the Trusts and LDE at lopsided interest rates favoring LDE; (3) removed and converted Trust assets for personal use; and (4) failed to provide proper accounting or keep standard books and records. Plaintiffs further alleged that John and Barbara failed to rectify the misdeeds perpetrated by Lester Jr., choosing instead to perpetuate the pattern of self- dealing and lack of communication and transparency. Specifically, John and Barbara were

accused of wrongfully abandoning assets of the trusts, allowing LDE to convert such assets, and manipulating the books and records to provide inappropriate leases to LDE. John was also accused of removing assets from the trusts for personal use and both co-trustees are alleged to have negotiated in bad faith regarding the liquidation of trust assets and winding down of the trusts.

¶ 20 Lastly, plaintiffs brought separate claims against Leaf, Dahl & Company alleging that it

knowingly collaborated with the trustees to prepare inaccurate general ledgers and manipulate the asset records, financial statements, and tax returns which omitted cash flows and footnote disclosures. Plaintiffs maintain that Leaf, Dahl & Company’s actions aided and 181120

No. 1-18-1113 abetted the trustees’ misconduct and also constituted professional negligence because such actions fell short of the reasonable standard of care.

¶ 21 2. Motion to Dismiss

¶ 22 John, Barbara, and LDE filed a motion to dismiss (“LDE’s motion”) arguing that plaintiffs’ allegations failed to state cognizable claims where: the trustee’s actions were expressly authorized by the trust documents; bringing a declaratory judgment action did not constitute a breach of fiduciary duty; conspiracy between principals and agents of a

corporation or family group is legally impossible; no allegations were made as to what the conspiracy entailed; damages stemming from a conspiracy did not exist; and there is no recourse for unjust enrichment if an express contract governs.

¶ 23 Furthermore, LDE’s motion asserted that plaintiffs’ claims were barred by the statute of limitations, laches, collateral estoppel and res judicata. The motion maintained that plaintiffs

had received benefits under the Trust Agreements and Partnerships for more than 30 years, all the while aware of their ability to bring a suit against Lester Jr. However, plaintiffs

delayed raising their claims, until their father’s passing, which clearly fell outside of the limitations period. This delay caused the exact prejudice to John and Barbara that the rule of laches aims to prevent, given that Lester Jr. is no longer alive to defend his actions and such burden now falls on the successor trustees. John, Barbara, and LDE further maintained that claims on the propriety of transactions made between the Trusts and LDE were previously ruled on, as were claims relating to the declaratory judgment, thus such matters were barred by collateral estoppel and res judicata.

¶ 24 Leaf, Dahl & Company also filed a motion to dismiss (“Leaf’s motion”). Leaf’s motion incorporated similar arguments from LDE’s motion on statute of limitations grounds and also

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No. 1-18-1113 argued that plaintiffs’ complaint failed to allege any active, substantial, and knowing assistance from the company to state a claim of aiding and abetting. Leaf, Dahl & Company asserted that it provided only routine accounting services, including preparing compilation reports and filing tax returns, and it was not involved in the loans and leases complained of as unfair and one-sided. Furthermore, Leaf, Dahl & Company asserted that it did not owe plaintiffs a professional duty under the Illinois Public Accounting Act and controlling case law, therefore it could not be sued for professional negligence. Thus, dismissal of both claims was appropriate under section 2-615 or 2-619(a)(9). Leaf, Dahl, & Company later moved to

withdraw their combined motion to dismiss in order to avoid having to call a witness for deposition whose health was poor. Thus, Leaf, Dahl, & Company opted to proceed solely on their 2-615 motion to dismiss which argued that no professional duty was owed to plaintiffs.

¶ 25 On April 17, 2018, the circuit court heard arguments as to dismissal on the count of professional negligence and found in favor of Leaf, Dahl & Company as a matter of law.

Plaintiffs argued that the law should recognize a trustee’s primary intent in procuring accounting services is always for the benefit of third-party beneficiary of the trust. With that view, plaintiffs asserted that accountants are imputed with the knowledge that their services for the trustee are primarily for the benefit of the third-party beneficiaries. The court noted

that imputing awareness of this primary intent to the accountant on the basis that the accountant has access to the trust documents, would “open a can of worms.” The court found that plaintiffs had not pled, nor could they ever plead, facts sufficient to prove that Leaf, Dahl

& Company owed a professional duty to plaintiffs who were third-parties to the accounting services contract.

- 10 - No. 1-18-1113 ¶ 26 On April 30, 2018, the remaining counts were presented to the circuit court on the pending motions to dismiss. The circuit court dismissed all counts with prejudice. The court found that the 1985 and 1986 letters, written by Lester III to Lester Jr., after judgment was entered in Lester Jr.’s divorce proceedings from his first wife, were contrary to plaintiffs’ assertion that they did not discover issues with the trusts until after their father’s death. Thus, the discovery rule did not apply and the allegations against the trustees were barred under the statute of limitations. The court also found that without the foundational tort or cause of action, the conspiracy and aiding and abetting charges must also be dismissed. ¶ 27 II. ANALYSIS ¶ 28 A. Breaches of Fiduciary Duty ¶ 29 Plaintiffs allege that Lester Jr., and later John and Barbara, engaged in multiple acts and courses of conduct occurring over decades which constituted breaches of their fiduciary duty. The circuit court dismissed all claims relating to a breach of fiduciary duty, without addressing the timeframe in which the alleged conduct occurred, finding that such claims were time-barred by the statute of limitations and dismissing all claims under section 2-619 of the Code. ¶ 30 A section 2-619 motion to dismiss admits the legal sufficiency of the complaint and raises defects, defenses, or other affirmative matters that defeat the claim. Cohen v. McDonald's Corp., 347 Ill. App. 3d 627, 632 (2004). In reviewing the grant of a motion to dismiss under section 2-619, this court accepts as true the well-pled allegations of the plaintiff’s complaint and the evidentiary facts in a defendant’s supporting affidavit which have not been refuted in a counter-affidavit of the plaintiff. Board of Managers of the Village Centre Condominium Association v. Wilmette Partners, 198 Ill. 2d 132, 134 (2001); - 11 - No. 1-18-1113 Kawaguchi v. Gainer, 361 Ill. App. 3d 229, 236 (2005). A trial court’s ruling on a 2-619 motion is reviewed de novo. Martin v. Illinois Farmers Insurance, 318 Ill. App. 3d 751, 757 (2000). ¶ 31 The long-standing principles of law provide that the duty of a fiduciary is to act with undivided loyalty and the utmost fidelity and recognizes that fiduciaries are held to the highest standard of care. See Home Federal Savings & Loan Ass'n v. Zarkin, 89 Ill. 2d 232 (1982). To state a claim for a breach of fiduciary duty, it must be alleged and ultimately established that: (1) a fiduciary duty exists; (2) the fiduciary duty was breached; and (3) such breach proximately caused the injury of which the party complains. Lawlor v. North American Corp. of Illinois, 2012 IL 112530, ¶ 69. There is no dispute that Lester Jr., John, and Barbara each assumed the role of a trustee and owed a fiduciary duty to plaintiffs. See 760 ILCS 65/1(1) (West 2018) (Under the Fiduciary Obligations Act, a “fiduciary” includes a trustee under any trust.) Although plaintiffs alleged numerous breaches and asserted that they suffered at least $50,000 in economic damages as a result of these breaches, we must deal with the initial question of whether plaintiffs’ timing for filing this lawsuit caused them to forfeit their claims. ¶ 32 The statute of limitations for a breach of fiduciary duty claim is five years. 735 ILCS 5/13-205 (West 2016) (stating that civil actions without specified statute of limitations “shall be commenced within 5 years next after the cause of action accrued”). Under section 13-205 of the Code, the “limitations period commences when the cause of action 'accrues,' or when 'facts exist that authorize the bringing of the cause of action.'” Lane v. Deutsche Bank AG, 2015 IL App (1st) 142968, ¶ 18 (citing Khan v. Deutsche Bank AG, 2012 IL 112219, ¶ 20). See also Diotallevi v. Diotallevi, 2013 IL App (2d) 111297, ¶ 27 (noting that “a statute of - 12 - No. 1-18-1113 limitations begins to run as soon as a person suffers injury or, in the case of contract-based actions, at the time of the breach”). ¶ 33 Plaintiffs filed this case on February 17, 2016. Customarily, the claims raised in the complaint should then be focused on causes of action accruing on or after February 17, 2011. However, plaintiffs argue for the application of the discovery rule and fraudulent concealment to toll the statute of limitations until 2015, when they state they first realized their injury. ¶ 34 Illinois recognizes a “discovery rule” which delays the commencement of the applicable limitations period until the plaintiff knew or reasonably should have known that he has been injured and that his injury was wrongfully caused. Hermitage Corp. v. Contractors Adjustment Co., 166 Ill. 2d 72, 77 (1995). The discovery rule will not operate to toll the statute of limitations where a plaintiff has enough information to apprise a reasonable person of the need for further inquiry to determine whether a legal wrong has been committed. See, e.g., Young v. McKiegue, 303 Ill. App. 3d 380, 387-88 (1999) (discussing timeliness of bringing a wrongful death action). It is not necessary that a plaintiff know the full extent of his injury, but only enough to put him on notice of the need to investigate further. Clay v. Kuhl, 189 Ill. 2d 603, 611-12 (2000). Whether a plaintiff should have known of the need for inquiry is an objective determination to be made by the trier of fact. Young, 303 Ill. App. 3d at 387. ¶ 35 An otherwise untimely complaint, can also be saved from dismissal, “[i]f a person liable to an action fraudulently conceals the cause of such action from the knowledge of the person entitled thereto,” extending the time to bring suit for another five years “after the person entitled to bring the same discovers that he or she has such cause of action[.]” 735 ILCS - 13 - No. 1-18-1113 5/13-215 (West 2018). A plaintiff must plead facts alleging the fraudulent concealment statute in his complaint. Hagney v. Lopeman, 147 Ill. 2d 458, 469 (1992). For fraudulent concealment in the context of fiduciary relationship, “where a fiduciary has a duty to disclose certain facts to the plaintiff but fails to do so, the plaintiff's failure to use diligence to ascertain those facts is excused, and the statute of limitations begins to run when the plaintiff actually discovers the fraud.” Melko v. Dionisio, 219 Ill. App. 3d 1048, 1061 (1991). However, the plaintiff must show that the relevant facts were in fact concealed. Id. at 1061- 62. And “although the existence of a fiduciary relationship may excuse a plaintiff's failure to investigate diligently to ascertain facts that would put her on notice of a possible injury, there is plainly a difference between the failure to ascertain facts through diligent inquiry and the failure to act upon facts of which the plaintiff already has actual knowledge.” Id. at 1062 (emphasis in original). ¶ 36 1. Claims Against Lester Jr. ¶ 37 a. Statute of Limitations ¶ 38 Plaintiffs first argue that the circuit court improperly relied on old letters to impute knowledge of their father’s misconduct to them. Plaintiffs assert that the conduct at issue had not yet occurred in 1985 and 1986 and therefore it was improper to rely on these letters to bar litigation stemming from their father’s subsequent actions. Furthermore, plaintiffs rely on the principle that a trust beneficiary has no affirmative duty to investigate the trustee especially where the trustee’s failure to disclose information makes it difficult to discover the alleged misconduct. ¶ 39 Plaintiffs’ complaint alleges, inter alia, that they have been denied a proper accounting for the trusts, from 1973 and 1978, respectively, through 2015. Upon being granted a limited - 14 - No. 1-18-1113 review of documents pertaining to the trusts records and assets in late 2015, plaintiffs claim that only then did they realize there were substantial missing or unaccounted for assets. Plaintiffs further alleged that they were unable to determine the extent of misuse and waste stemming from their father’s general misuse of the trust assets. They noted a few specific examples of their father’s actions including self-serving loan practices in 2012, risky leasing practices in 2014, and allegations of knowingly accepting benefits from the trusts that were “wrongful.” ¶ 40 Nonetheless, Lester’s own words, in his letters to his father in 1985 and 1986, overwhelm any claim that discovery of such injury was not possible until his review in 2015. Although plaintiffs express in their brief that, “[t]he only missteps [plaintiffs] knew about in 1985-86 was that Father had failed to provide accountings and kept poor records[,]” Lester III writes bluntly in 1986 addressing his father’s lack of response to the first letter and states, “Certainly you have breached your powers and responsibilities as trustee.” We recognize that many of the allegations of wrongdoing occurred after the letters were written, but find that plaintiffs cannot benefit from their willful ignorance of their father’s loose practices in regards to the trusts’ administration. It is clear that plaintiffs were aware something was amiss in their father’s trust administration practices by the 1980s. These letters levy accusations of self-dealing, manipulation involving LDE—formerly known as Form-Rite, failure to provide an accounting, and misuse of the trust assets for personal gain. These accusations raised informally in 1985 and 1986 are closely related to the claims now brought regarding the self-serving loan practices, leases with LDE, and misuse of trust assets for personal gain. Although plaintiffs may not have had access to any documents to support their accusations in 1985 and 1986, it is objectively apparent that plaintiffs knew enough to be - 15 - No. 1-18-1113 reasonably apprised of the need for further inquiry. Accordingly, plaintiffs cannot now seek refuge in the doctrine of the discovery rule to justify the delay in filing their complaint. ¶ 41 Furthermore, plaintiffs have made claims of fraud, but they cannot rely on the fraudulent concealment statute. Plaintiffs assert that the circuit court’s ruling perverts the long- established relationship between a trustee and a beneficiary, where a beneficiary should not be required to inquire into the trustee’s actions. However, as the Appellate Court, Second District noted in Melko, a failure to act upon facts which a plaintiff already has actual knowledge is different from the failure to ascertain facts through diligent inquiry. Melko, 219 Ill. App. 3d at 1062. Plaintiffs cannot claim that their father’s shortcomings in communication and accounting prevented them from knowing of the injury at all, where they made an informal demand on their father in the 1980s to redress what they perceived to be injuries stemming from his actions in administering the trust assets. We find that these letters cannot be read in any way, other than to corroborate the fact that plaintiffs had actual knowledge of some wrongs. Even if plaintiffs did not know the full extent of the harm, their decision to refrain from acting against their father for many years, until he died, prevents them from now challenging their father’s actions, which are stale claims due to the statute of limitations. ¶ 42 Plaintiffs draw comparisons to a handful of cases where the time for filing suit has been extended. We will examine two in particular. In Fuller Family Holdings, LLC v. Northern Trust Co., 371 Ill. App. 3d 605 (2007), the plaintiffs were beneficiaries of a trust established in 1918 that held title to a parcel of land. They brought claims against the former trustee alleging that it had failed to exercise the trust’s rights in transactions involving the property. Id. at 612-13. Over the years, the defendant signed off on transactions that involved - 16 - No. 1-18-1113 redeveloping the land parcel, transferring and amending leases, and assigning or guaranteeing rents and mortgage payments. Id. at 607-10. The plaintiffs inquired in 1992 and 1993 about the status of the land parcel and received responsive letters from the defendant and certain documents. Id. at 610. Later in 2000, the defendant filed a complaint for instructions. Id. During the pendency of that action, the plaintiffs repeatedly requested a copy of the guarantee providing the rights at issue in their subsequently raised breach of fiduciary duty action. Id. at 611. After settling the issues in the defendant’s complaint for instructions, the plaintiffs were finally given a draft copy of the guarantee from the defendant’s archives after the defendant conceded that the original had been lost. Id. The plaintiffs brought suit based on their reading of the guarantee. Id. at 612. The defendant argued that the plaintiffs’ 2004 complaint was time barred because, in 1993, some of the documents relevant to the transactions challenged were turned over. Id. at 613. However, the court disagreed finding that the plaintiffs never received nor were otherwise aware of the contents of the guarantee creating the rights, that the defendant had allegedly failed to enforce, until February of 2004. Id. at 618-19. Therefore, the court denied the defendant’s motion to dismiss because it could not say as a matter of law that the plaintiffs knew or should have known of their right to bring a fiduciary duty claim more than five years before they filed their complaint. Id. ¶ 43 Plaintiffs argue that the Fuller plaintiffs knew certain facts associated with their claim, but were unaware of the specific facts related to the guarantee’s provisions, placing them in a situation similar to plaintiffs. However, unlike the Fuller plaintiffs, which the court found did not have “sufficient knowledge to apprise them of the breach of fiduciary duty claim,” because they were unaware of the terms of the guarantee, plaintiffs here had sufficient knowledge to apprise them of their father’s wrongdoing. Lester III even stated that he - 17 - No. 1-18-1113 believed he had a strong case for suing to remove his father as a trustee. To find that plaintiffs here were not reasonably apprised that a breach of fiduciary duty had occurred, where they were aware that they had been denied a proper accounting for many years, that their father was treating the trust assets as his own, and that they had the right to bring a lawsuit, would require that we turn a blind eye to the evidence. ¶ 44 In Kurtz v. Soloman, 275 Ill. App. 3d 643 (1995), a sister sued her brother for constructive trust and breach of fiduciary duty where she had given him $45,000, which she and her minor daughter had received as a family inheritance, to invest in stocks and real estate. The arrangement began in 1968 and continued through 1980, and was not supported by a written trust agreement. Id. at 646. The defendant-brother purportedly provided his sister with monthly statements up to the mid 1970’s, although neither party maintained copies of the statements and only two from 1968 were presented at trial. Id. In 1980, the plaintiff-sister was informed by a friend that her brother was cheating her, and after she looked into the matter, her brother refused to give an accounting of the investments and she filed suit. Id. at 648. The trial court found that laches did not apply, despite the defendant’s argument that during the time period of the complaint, the plaintiffs consistently benefitted from the defendant’s efforts and the plaintiffs failed to object. Id. at 649, 654. The court found that because the defendant-brother had failed to keep his sister fully informed, the plaintiff- sister’s failure to discover her claims was excused, and she did not discover the fraud until 1980 and her ensuing suit was timely filed. Id. at 654. ¶ 45 In Kurtz, the court cited the defendant’s failure to keep his plaintiff-sister fully apprised of the investments as a reason for denying the application of laches. However, the plaintiff- sister’s actions upon suspecting her brother’s fraud included making a demand for an - 18 - No. 1-18-1113 accounting and bringing suit when that demand was unanswered. Here, plaintiffs made a demand for accounting on their father in 1985 and 1986. Although they received no response from their father, they failed to bring suit. Thus, plaintiffs’ position in terms of the application of laches or the statute of limitations is opposite to the plaintiff in Kurtz. ¶ 46 Thus, we find that the time period to bring claims against Lester Jr. for actions prior to 2011 were not tolled and were properly dismissed. However, plaintiffs further assert that specific claims were alleged to have arisen out of actions occurring in 2011 or later which were improperly dismissed by the circuit court. We note that plaintiffs have not invoked the continuing violation rule which provides that the limitations period does not begin to run until the date of the last injury or the date the acts cease where a claim involves a continuing or repeated injury. Belleville Toyota, Inc. v. Toyota Motor Sales, U.S.A., Inc., 199 Ill. 2d 325, 345 (2002). In Belleville Toyota, our supreme court reviewed a dispute involving a series of allocations of vehicle deliveries between the manufacturer and the dealers under a supply agreement which occurred two to four times per month over a course of time. Id. at 343, 348. Although the dealers suffered a repeated injury, the trial court held that each allocation could be treated as separate violations, generating a separate and new cause of action. Id. at 348-49. Therefore, the court determined that the dealers could only maintain a cause of action for the particular allocations that occurred in the four years immediately preceding the filing of the complaint and dismissed the other charges. Id. at 349. Here, as plaintiffs do not claim one continuous violation, they may only maintain causes of actions for the particular actions their father took between 2011 and his death in 2015. Thus, to the extent that plaintiffs raise - 19 - No. 1-18-1113 specific claims against their father accruing in 2011 or later, 5 these were improperly dismissed on statute of limitations grounds. ¶ 47 b. Laches ¶ 48 Defendants argue that plaintiffs’ claims are also barred by the doctrine of laches. Here, the circuit court did not address the issue of laches, finding that all claims were already barred on statute of limitations grounds. However, as we discussed above, only the pre-2011 claims were properly dismissed as untimely filed. Our review of dismissal is de novo and we are not limited by the reasons relied on by the circuit court for dismissal. Thus, we now examine the remaining claims for breach of fiduciary duty, as to Lester Jr., with laches in mind. ¶ 49 “Laches is an equitable principle which bars recovery by a litigant whose unreasonable delay in bringing an action for relief prejudices the rights of the other party.” People ex rel. Daley v. Strayhorn, 121 Ill. 2d 470, 482 (1988). However, unlike a statute of limitations, “laches is not a mere matter of time but principally a question of the inequity of permitting the claim to be enforced,—an inequity founded upon some change in the condition or relation of the property and the parties.” Richter v. Prairie Farms Dairy, Inc., 2016 IL 119518, ¶ 51 (quoting Holland v. Richards, 4 Ill. 2d 570, 578 (1955)). For laches to bar a claim, “it must appear that a plaintiff's unreasonable delay in asserting his rights has prejudiced and misled the defendant, or caused him to pursue a course different from what he would have otherwise taken.” Richter, 2016 IL 119518, ¶ 51 (quoting People ex rel. Casey v.