FILED

7/18/2018 6:12 PM
IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS DOROTHY BROWN
CIRCUIT CLERK
COUNTY DEPARTMENT, LAW DIVISION COOK COUNTY, IL
FILED DATE: 7/18/2018 6:12 PM 2017L006808

PHILIP TADROS, BOW & TRUSS, LLC, )

DOEJO, LLC, AQUANUT BEER )
COMPANY, LLC, BUDLONG, LLC, and )
FUNDED FOODS, LLC, ) Case No.: 2017-L006808
)
Plaintiffs, )
) Calendar A
v. )
)
CRAIN COMMUNICATIONS, INC., ) Hon. James N. O'Hara
PETER FROST, MICHAEL ARNDT, AND )
DAVID SNYDER, )
)
Defendants. )
______________________________________________________________________________

PLAINTIFFS’ RESPONSE TO DEFENDANTS’

AMENDED MOTION TO DISMISS PLAINTIFFS’ AMENDED COMPLAINT

NOW COME the PLAINTIFFS PHILIP TADROS (“Mr. Tadros” or “Plaintiff Tadros”),

BOW & TRUSS, LLC (“Bow & Truss”), DOEJO, LLC (“Doejo”), AQUANAUT BEER

COMPANY, LLC (“Aquanaut”), BUDLONG, LLC (“Budlong”), AND FUNDED FOODS, LLC

(“Funded Foods”) (collectively, the “Plaintiffs”), by and through their attorneys, Mudd Law

Offices, and file their Response in Opposition to Defendants’ Amended Motion to Dismiss

Plaintiffs’ Amended Complaint (“Motion”) and its accompanying memorandum filed by

DEFENDANTS CRAIN COMMUNICATIONS, INC., PETER FROST, MICHAEL ARNDT,

AND DAVID SNYDER’S (collectively, the “Defendants”) pursuant to 735 ILCS § 5/2-615 (“§

2-615”), and state as follows:

INTRODUCTION

The Defendants have engaged in a course of conduct designed to damage and harm the

Plaintiffs’ reputations and businesses through the publication of false statements contained in an
 article published by Defendant Crain Communications. These false statements give rise to

claims for defamation per se, false light, intentional interference with business expectations,
FILED DATE: 7/18/2018 6:12 PM 2017L006808

intentional interference with contract, and intentional infliction of emotional distress. The

Defendants filed a Motion1 pursuant to § 5/2-615 challenging the legal sufficiency of the

Plaintiffs’ claims. As demonstrated below, the Plaintiffs sufficiently plead their claims in the

Amended Complaint to withstand the Defendants’ Motion. Thus, this Court must deny their

Motion in its entirety.

FACTUAL AND PROCEDURAL BACKGROUND

Mr. Tadros, a private entrepreneur, founded a number of businesses including Bow &

Truss, Doejo, Aquanaut, Budlong, and Funded Foods (collectively, the “Plaintiff Businesses”).

Am. Compl. ¶ 3. On or about July 9, 2016, Defendant Crain published a defamatory article by

Defendant Peter Frost (“Article”) in Crain’s Chicago Business (“Crain’s”), a weekly business

publication with a print circulation of more than 50,000 copies and digital page views of more

than 2.2 million per month. Id. ¶ 5. The Article contains numerous false and defamatory

statements about Plaintiff Tadros and the Plaintiff Businesses. Specifically, the Defendants

published the following statements in the article:

1. “A review of Tadros’ operations, coupled with interviews with more than

two dozen former business partners, associates, investors, vendors and
clients, reveals a pattern of mismanagement, questionable accounting
practices, and, some say, a penchant for falling behind on bills and a knack
for burning through other people's money.” (“Statement 1”)

2. “Levin says the volume of wire transfers and other transactions among the
separate companies controlled by Tadros ‘is highly irregular for a
legitimate business operation’ and ‘beyond sufficient to justify a complete
audit and accounting of all associated businesses.’” (“Statement 2”)

1
For purposes of clarity, the Plaintiffs refer to the Motion and its accompanying memorandum as
the Motion.
2
 3. “Most troubling is that the funds appear to be being used for purposes
other than investors intended, Levin says.” (“Statement 3”)
FILED DATE: 7/18/2018 6:12 PM 2017L006808

4. “The same sources say Tadros also had a grandiose self-image and fell
woefully short in his ability to run a business” (“Statement 4”)

5. “Tadros has lived large—driving a Mercedes Benz G-Class, dining at

expensive restaurants, holding his wedding reception at the Four Seasons
Hotel—even as some of his businesses underperformed.” (“Statement 5”)

6. The Defamatory Article states that Plaintiff Tadros “solicited investors on

his personal Facebook page,” followed by quoting Securities and
Exchange Commission (“SEC”) guidelines claiming the guidelines
“would typically require Tadros to file a form in the event he sold any
stock via the Facebook Posting” and quoting Plaintiff Tadros in stating he
“did not make any such filings” (“Statement 6”)

(collectively “statements”) Am. Compl. at ¶ 45. All of these false statements lead any reader of

the Article to believe Mr. Tadros mismanages companies and lacks the ability to effectively run a

business. Id. The statements also lead readers to believe that Mr. Tadros fails at his chosen

profession. Id. The statements also lead readers to believe that Mr. Tadros and the Plaintiff

Businesses carried out their business in an illegal fashion by, among other conduct, defrauding

investors for Mr. Tadros’ own personal gain. Am Compl. ¶¶ 46-51. With respect to Statements

3 and 6, the statements lead readers to believe that the Plaintiffs engaged in criminal conduct2.

As such, the statements and the Article as a whole constitute a false and defamatory portrayal of

the Plaintiffs. The Article remains on Crain’s website.3

2
As discussed, infra in footnotes 3-6, the Article implies to the reader that Plaintiffs conducted
fraudulent business operation in violation of 15 U.S.C. § 77q (a) (3), theft on their investors in
violation of 720 ILCS § 5/16 (a)(1), and securities fraud in violation of) 18 U.S.C. § 1348 and 17
C.F.R. § 240.10b-5.
3
Peter Frost, One of Chicago’s Most Connected Entrepreneurs Has Made More Than a Few
Enemies, CRAIN’S CHI. BUS., Jul. 09, 2016, available at
http://www.chicagobusiness.com/article/20160709/ISSUE01/307099994/one-of-chicagos-most-
connected-entrepreneurs-has-made-more-than-a-few-enemies.
3
 In writing and publishing the Article, the Defendants, as part of their “investigation” into

the Plaintiffs, relied on incomplete financial records to make these false statements. Am. Compl.
FILED DATE: 7/18/2018 6:12 PM 2017L006808

¶ 53-67. The Defendants used bank records from only two businesses, Bow Truss and

Aquanaut, as a basis for the Defendants’ allegations despite the fact that Mr. Tadros had nine

businesses in existence at the time they published the Article. Id. ¶ 63. As such, the Defendants

used woefully incomplete records. Id. ¶ 3; Am. Compl. Ex. A, p. 7.

Because the Defendants’ false and defamatory statements caused and continue to cause

harm, Mr. Tadros filed his pro se Complaint on July 7, 2017. Compl. ¶¶ 57–61. In response, on

September 25, 2017, the Defendants, through counsel, filed a motion to dismiss pursuant to § 2-

615. See generally Def's § 2-615 Mot. to Dismiss and Supporting Memo. to Dismiss. Pl's Comp.

After obtaining counsel, Mr. Tadros responded by moving to amend the Complaint. Pl's Mot. for

Leave to File First Am. Compl. The Court granted Mr. Tadros’ motion, and the Plaintiffs filed

their Amended Complaint on March 2, 2018. Order (entered Feb. 23, 2018); Am. Compl.

Following motion practice for substitution of judge, the Defendants filed the instant Motion on

May 11, 2018. Order (entered April 4, 2018); Defs’ Am. Mot. to Dismiss Pls’ Am. Compl.

(“Mot.”). The Plaintiffs now file their response.

ARGUMENT

The Defendants fail to raise any viable arguments under §2-615 that warrant dismissal.

To begin, the Defendants’ false statements clearly constitute defamation per se and similarly

support Mr. Tadros’ claim for false light. Despite the Defendants’ arguments to the contrary, the

false statements are neither protectable opinion nor reasonably susceptible to an innocent

construction. In the alternative, the Plaintiffs have sufficiently plead a claim for defamation per

quod. Finally, the Plaintiffs’ have sufficiently plead claims for intentional interference with

4
 business relations and prospective economic advantage. For this reason and those below, the

Defendants’ Motion must therefore be denied in its entirety with prejudice.

FILED DATE: 7/18/2018 6:12 PM 2017L006808

SECTION 2-615 STANDARD

Illinois has a well-settled standard for deciding § 2-615 motions. Admitting the truth of

all well-pleaded factual allegations, a § 2-615 motion challenges the legal sufficiency of the

complaint. Disc Jockey Referral Network v. Ameritech Publishing, 230 Ill. App. 3d 908, 912

(1st Dist. 1992). Because Illinois is a fact-pleading jurisdiction, the plaintiff must allege facts

sufficient to bring his or her claim within the scope of the cause of action asserted. Anderson v.

Vanden Dorpel, 172 Ill. 2d 399, 407 (1996). “Although the complaint need not exhaustively

detail the basis for each claim, it must contain sufficient direct or inferential allegations of all

material elements to sustain a recovery under some viable legal theory. A dismissal is not

appropriate unless it is clearly apparent that the plaintiff can prove no facts in support of his

claim which would entitle him to relief.” Zinser v. Rose, 245 Ill. App. 3d 881, 883 (3rd Dist.

1993). “On a motion to dismiss, plaintiff need not prove his case, but rather must only establish

a prima facie case, where all well pleaded facts are taken as true.” Senese v. Climatemp, Inc.,

222 Ill. App. 3d 302, 316 (1st Dist. 1991) (citing Mid-Town Petroleum, Inc. v. Dine, 72 Ill. App.

3d 296, 299 (1st Dist. 1979)). The allegations in the complaint are to be construed in the light

most favorable to the plaintiff. Marshall v. Burger King Corp., 222 Ill. 2d 422, 429 (2006)

(citing to King v. First Capital Financial Services Corp., 215 Ill. 2d 1, 11–12 (2005)).

I. Defendants’ False Statements Constitute Defamation Per Se

The Defendants argue that each of their statements are not actionable as defamation per se

because either they are true, they do not fall within any per se category, they can be innocently

construed, or they are non-actionable opinion. Mot., pp. 6-7. The Defendants are incorrect.

5
 A. Plaintiffs Properly Plead Falsity of the Defendants’ Statements
The Defendants go to great lengths to argue that the Plaintiffs admitted the truth of the
FILED DATE: 7/18/2018 6:12 PM 2017L006808

defamatory statements through the quotes they attribute to him in the Article. Mot., pp. 7-8, 12-

17. However, Mr. Tadros did not agree to or corroborate any of the Defendants’ false statements

or their characterization of him or his businesses. Am. Compl. ¶ 52. Indeed, the instant lawsuit

would not exist if Mr. Tadros had agreed to the Defendants’ characterization of him and his

companies. In fact, Mr. Tadros informed the Defendants their information was false. Id. Within

the Amended Complaint, the Plaintiffs clearly plead that the Defendants statements and

characterizations are false. See Am. Compl. ¶¶ 45-51, 53-63, 65, 69-76, 97-131, 140-164, 172-

197. Further, the Defendants cannot rely on their mere claim (and its nothing more) that their

statements are generally true or Mr. Tadros generally admitted to the conduct and

characterizations they allege. Assuming, arguendo, the statements are based upon some stated

fact (which they are not), the statements may still be defamatory if the facts presented are

incorrect, incomplete, or the speaker’s assessment of those facts is erroneous. See Milkovich v.

Lorain Journal Co., 497 U.S. 1, 18–19 (1990). Here, the Plaintiffs clearly allege that the

Defendants’ statements are not only untrue, but they are based on incomplete financial records,

based on false statements from disgruntled interviewees, and grossly mischaracterize not only

Mr. Tadros but also the Plaintiff Businesses. Am. Compl. ¶ 53-67. Thus, the Plaintiffs have

sufficiently alleged the false nature of the statements at issue. See Milkovich, 497 U.S. at 18–19.

Therefore, the Defendants’ argument to the contrary does not warrant dismissal of any claim.

See id.

B. Defendants’ Statements Fall Within Defamation Per Se Categories

The false statements made in the Article constitute defamation per se. To constitute a

statement that is defamatory per se, a statement must fit into one of five categories that Illinois

6
 recognizes as being “so obviously and naturally harmful to the person to whom it refers that

injury to his reputation may be presumed.” Schivarelli v. CBS, Inc., et al., 333 Ill. App. 3d 755,
FILED DATE: 7/18/2018 6:12 PM 2017L006808

759 (1st Dist. 2002). The Defendants’ statements impute three of the five categories: (1) an

inability to perform or lack of integrity in the discharge of duties of employment, (2) criminal

conduct, and (3) a lack of ability in his or her trade, profession, or business, or otherwise

prejudice a party. See Id.; see Gardner v. Senior Living Sys., 314 Ill. App. 3d 114, 118 (1st Dist.

2000). For a corporation, “defamation must assail its financial position, its business methods, or

accuse it of fraud or mismanagement.” Life Printing & Publishing Co. v. Field, 324 Ill. App.

254, 260 (1st Dist. 1944); Audition Division, Ltd. v. Better Business Bureau, Inc., 120 Ill. App.

3d 254, 256 (1st Dist. 1983).

1. Criminal Conduct

As to imputing criminal conduct, the Defendants cite Lansing v. Carroll, No. 11 CV

4153, 2015 U.S. Dist. (N.D. Ill. 2015) for the proposition that a statement must directly accuse

the plaintiff of committing a specific crime to fall under the second per se category for criminal

conduct. Mot., p. 8. However, the Illinois Supreme Court has held that a “statement need not

state the commission of a crime with the particularity of an indictment to qualify as defamatory

per se.” Van Horne v. Muller, 185 Ill. 2d 299, 308 (1998) (citing Kirchner v. Greene, 294 Ill.

App. 3d 672, 680 (1st Dist. 1998)). Statements also must be assessed in their proper context to

determine whether they impute criminal conduct onto the plaintiff. See Dubinsky v. United

Airlines Master Exec. Council, 303 Ill. App. 3d 317, 329 (1st Dist. 1999) (stating that “when

considered in context and given their natural and obvious meaning, [the words] cannot be

innocently interpreted and impute the commission of a crime” (emphasis added)).

7
 Statement 3 clearly implies that Mr. Tadros misused investor funds. Statements 1 and 2

allege “questionable accounting practices,” “burning” through other people’s money, and
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“irregular” business conduct; coupled with Statements 3 and 6, they impute that the Plaintiffs

engaged in the criminal conduct of financial fraud4 and theft.5 Within the context of the Article,

Statement 6 imputes that Mr. Tadros criminally6 solicited and accepted investor funds without

following proper regulations. Compl. ¶ 66; Compl. Ex. A, at p. 3–6. In essence, Statements 1,

2, 3, and 6 convey the meaning that the Plaintiffs engaged in criminal activity in dealing with

investors. In an attempt to overcome this, the Defendants argue that their Article exculpates the

Plaintiffs from any crime by a single statement suggesting that, while transfers do not indicate

“wrongdoing or malfeasance, investors are right to raise questions.” Mot. p. 9. Yet, this

statement suggests the opposite by clearly informing readers that “investors are right to raise

questions” about the Plaintiffs’ malfeasance. Am. Compl ¶ 115. Additionally, the Article

continues and includes other statements imputing criminal conduct following this purported

“exculpation.” See generally Am. Compl., Ex. A. As such, the “exculpation” simply conveys

that questions raised by investors will lead investors to criminal conduct. Statement 1, Statement

4
15 U.S.C. § 77q(a)(3) states that “[i]t shall be unlawful for any person in the offer or sale of any
securities . . . to engage in any transaction, practice, or course of business which operates or
would operate as a fraud or deceit upon the purchaser.” 15 U.S.C. § 77q(a)(3) (2010).
5
720 ILCS § 5/16(a)(1) an individual commits the crime of theft if “he or she knowingly . . .
obtains by deception control over property of the owner” 720 ILCS § 5/16(a)(1).
6
In addition to a violation of 15 U.S.C. § 77q (a) (3), as quoted supra in footnote four, Statement
6 also imputes the violation of 18 U.S.C. § 1348 and 17 C.F.R. § 240.10b-5 governing securities
fraud.

8
 2, Statement 3, and Statement 6, combined with their context within the Defendants’ Article,

clearly impute criminal conduct by the Plaintiffs.7

FILED DATE: 7/18/2018 6:12 PM 2017L006808

2. Lack of Integrity, Lack of Ability, and Prejudice in Business

The Defendants argue that all six statements fail to fall within any other per se category.

Mot. pp., 8-17. Clearly, this is wrong. Stating that Mr. Tadros fell “woefully short in his ability

to run a business,” that he engaged in a “pattern of mismanagement”, engaged in “questionable

accounting practices” that are “highly irregular for a legitimate business operation,” that the

Plaintiff Businesses “funds appear to be being used for purposes other than investors intended,”

that he lives large while his businesses underperform, and that he improperly solicited investors

against SEC guidelines all unequivocally convey the false meaning that Mr. Tadros has no idea

how to operate or run the Plaintiff Businesses or, indeed, any business. See Shivarelli, 333 Ill.

App. 3d at 759; see Gardner, 314 Ill. App. 3d at 118. And, of course, the Defendants clearly

identify Mr. Tadros’ stated profession by describing him in the title of the article as an

“entrepreneur.” Am. Compl. Ex. A, p. 1; see generally Am. Compl. Although Statement 4

clearly suggests lack of ability, all six statements impute an inability to perform and a lack of

integrity in the operation of Mr. Tadros and the Plaintiff Businesses. As such, these statements

constitute defamation per se. See Shivarelli, 333 Ill. App. 3d at 759; see Gardner, 314 Ill. App.

7
But see Main v. Baker, 176 Ill. App. 3d 255, 258-59, (3rd Dist. 1988) (finding that use of the
term “illegal” does not always constitute the actionable imputation of criminal conduct).
Plaintiffs complain of the Defendants’ statements imputing both criminal conduct and illegal
conduct. To the extent that the Plaintiffs allege the statements impute criminal conduct, Main is
distinguishable from the instant case. To the extent that the Plaintiffs allege the statements
impute illegal conduct, Plaintiffs alleged the statements are defamatory per se on the grounds
that such illegal conduct on the part of the Plaintiffs imputes a lack of ability in their trade or
profession, lack of ability in the discharge of duties, and assails the business methods of the
Plaintiff Businesses and accuse them of mismanagement. See Shivarelli, 333 Ill. App. 3d at 759;
see Gardner, 314 Ill. App. 3d at 118; see Life Printing & Publishing Co., 324 Ill. App. at 260.
9
 3d at 118. In fact, contrary to the Defendants’ assertions, courts have considered false statements

of such mismanagement to be defamatory per se. See Foster v. Churchill, 87 N.Y.2d 744 (1994)
FILED DATE: 7/18/2018 6:12 PM 2017L006808

(finding statements that appellants had “mismanaged” corporation and that the

“mismanagement” resulted in corporation not being profitable per se defamatory); see also Equis

Corp. v. Staubach Co., 2000 U.S. Dist. LEXIS 3229, *11 (“accusations of mismanagement or

financial instability . . . are per se defamation.”) (citing Brown & Williamson Tobacco, 713 F.2d

262, 269 (7th Cir. 1983)). The Defendants false statements imputing (if not explicitly stating)

Mr. Tadros’ inability to operate businesses and lack of integrity in his chosen profession clearly

constitute defamation per se. See Shivarelli, 333 Ill. App. 3d at 759; see Gardner, 314 Ill. App.

3d at 118. Likewise, as the statements prejudice him in his business, they again constitute

defamation per se. See id.

Further, all six statements unequivocally convey the false meaning that the Plaintiff

Businesses are managed and run incompetently, prejudicing their reputation, goodwill, and

ability to thrive as businesses. Indeed, these statements impute—at best—a lack of integrity,

mismanagement of the Plaintiff Businesses, and illegal conduct, and—at worst—fraudulent

criminal conduct. See Am. Compl. ¶ 45, 113, 115-116, 132, 149, 217, 251. Because

defamation per se of a corporation occurs when a statement assails “the corporation's financial or

business methods or accuse it of fraud or mismanagement,” the Defendants’ false statements

clearly constitute actionable defamation per se of the Plaintiff Businesses. See Moriarty v.

Greene, 315 Ill. App. 3d 225, 234, (1st Dist. 2000) (statement that psychologist plaintiff “has

readily admitted that she sees her job as doing whatever the natural parents instruct her to do”

was actionable per se as it attributed an admission by the plaintiff she alleged was false).

10
 3. Conclusion on Per Se Categories

Thus, the Plaintiffs have sufficiently alleged the per se nature of the false statements and
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the Article by demonstrating the applicability of three per se categories. See Shivarelli, 333 Ill.

App. 3d at 759; see Gardner, 314 Ill. App. 3d at 118. Therefore, the Defendants’ argument to the

contrary does not warrant dismissal of any claim. See id.

C. Defendants’ Statements Are Not Reasonably Capable of Innocent Construction

The Defendants argue each of the statements at issue is capable innocent construction.

Mot., pp. 7–17. “The innocent construction rule does not require courts to strain to find an

unnatural innocent meaning for a statement when a defamatory meaning is far more reasonable.”

Tuite v. Corbitt, 224 Ill. 2d 490, 504–505 (2006) (citing Bryson v. News Am. Publs., 174 Ill. 2d

77, 94 (1996)). Rather, the innocent construction rule requires “language to be so treated only

where that characterization, too, is a reasonable one.” Chapski v. Copley Press, 92 Ill. 2d 344,

352 (1982) (emphasis added). Alleged defamatory statements are “to be considered in context,

with the words and the implications therefrom given their natural and obvious meaning . . .” Id

at 352.

The Defendants argue that Statement 1 can be innocently construed as showing that Mr.

Tadros excels in developing new businesses, but financially managing businesses after

development are “simply not his strong suit”. Mot. p 9. Defendants ignore the context

surrounding Statement 1. Statement 1 occurs near the start of the article. Ex. A at 2. While the

Defendants insist this statement reflects a balance of Mr. Tadros’ skills, Mr. Tadros is not quoted

about what aspects of the business are or are not his “forte” for seven more pages. Mot. p 9; Ex.

A at 8. Instead, Statement 1 is positioned to introduce the Defendants’ alleged investigation into

the Plaintiffs and their operations. Ex. A at 2. Statement 1 portrays the following article as the

11
 findings of Defendants’ alleged investigation. Id.; Despite the Defendants’ insistence, use of

the phrase “pattern of mismanagement” includes more than just financial management of a
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business. The phrase ‘pattern of mismanagement’ can only lead a reasonable reader to conclude

that Mr. Tadros is incompetent or malicious, both of which are defamatory. See Foster v.

Churchill, 87 N.Y.2d 744, See Equis Corp. v. Staubach Co., 2000 U.S. Dist. *11. Statement 1

itself, coupled with its context in the article, renders it incapable of innocent construction and

thus the Court must not adopt that construction. See Bryson v. News Am. Publs., 174 Ill. 2d 77,

93 (Ill. 1996)(citations omitted) (“When a defamatory meaning was clearly intended and

conveyed, this court will not strain to interpret allegedly defamatory words in their mildest and

most inoffensive sense in order to hold them nonlibellous under the innocent construction rule.”);

see Rosner v. Field Enterprises, Inc., 205 Ill. App. 3d 769, 808 (1st Dist. 1990) (an article was

actionable because the entire context conveyed that the plaintiff participated in insurance fraud

as a result of an eight month investigation).

For Statement 2 and Statement 3, the Defendants protest that the statement simply

highlighted that intercompany transfers between the Plaintiff businesses were “unusual” and is

therefore capable of innocent construction. Mot. p. 12-13. However, the context of the

statements again defeat the Defendants’ argument. Statement 2 and Statement 3 appear shortly

after a quote from Neal Levin, a member of a fraud investigation unit, stating, “the stench here is

overwhelming,” in reference to the transfers of funds between businesses. Am. Compl. Ex A at

3. A member of a fraud investigation unit commenting on the “stench” of conduct and conduct

being irregular for a “legitimate business operation” is context enough to render any innocent

construction of Statement 2 and Statement 3 impossible. Statement 3 follows Statement 2 and

emphasizes that, while the transfers alone do not prove malfeasance, investors “are right to raise

12
 questions” because their funds are being used in a manner they did not intend. Am. Compl. Ex A

at 4. By stating the “existence of the transfers alone does not indicate wrongdoing or
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malfeasance,” the Defendants imply that other information would indicate malfeasance, if only

investors asked questions. Am. Compl ¶ 115-116. A reasonable reader can only conclude that

undisclosed facts exist showing Mr. Tadros either conducted his businesses illegaly or that he

lacked the ability to properly manage his businesses from a financial standpoint. See generally

Id. Neither Statement 2 nor Statement 3 are reasonably capable of innocent construction when

considered in their appropriate context. See Bryson, 174 Ill. 2d at 93; c.f. Foster v. Churchill, 87

N.Y.2d 744, c.f Equis Corp. v. Staubach Co., 2000 U.S. Dist. *11.

Statement 4 reads, “sources [who knew Mr. Tadros during the mid-2000s] say Tadros

[…] fell woefully short in his ability to run a business.” Am. Compl ¶ 45. Defendants argue that

this innocently means Mr. Tadros “fell short in running the day-to-day financial aspects of a

business.” Mot. p. 15. This proposed innocent construction from the Defendants’ is anything

but innocent. A business cannot run without the “day-to-day financial aspects,” and Mr. Tadros

owns and operates the Plaintiff Businesses. Am. Compl. ¶ 3. Statement 4 clearly states that Mr.

Tadros lacks ability in his trade or profession as a businessman and clearly imputes the Plaintiff

Businesses are being mismanaged by someone who “falls woefully short in his ability to run a

business.” See Shivarelli, 333 Ill. App. 3d at 759; see Gardner, 314 Ill. App. 3d at 118.

Statement 4 is so incapable of reasonable innocent construction that the Defendants declined to

argue even such construction exists. Certainly, the Court has no duty to strain to find an

innocent construction of Statement 4, where no such construction exists. See Tuite v. Corbitt,

224 Ill. 2d at 504–505; see Bryson, 174 Ill. 2d at 93.

13
 The Defendants argue Statement 5, that Mr. Tadros “lived large” “even as some of his

businesses underperformed,” is reasonably capable of an innocent construction that Mr. Tadros

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“lived a luxury lifestyle while some of his businesses were underperforming.” Mot. p. 16.

However, the Defendants fail to address the other statement which provides the proper context:

Mr. Tadros “has a knack for burning through other people’s money.” Statement 4, considered in

its entirety, would allow a reasonable reader to conclude that Mr. Tadros illegally or—at the very

least—improperly managed his businesses and the funds which other investors put into those

businesses. See Shivarelli, 333 Ill. App. 3d at 759; see Gardner, 314 Ill. App. 3d at 118. Thus,

the Defendants’ innocent construction is unreasonable.

Furthermore, the Defendants only argue for an innocent construction as it relates to

criminal conduct. Although the Defendants state that a reader “might find it incongruous or

ironic” that Mr. Tadros lived a “lavish lifestyle” while his businesses were underperforming, this

construction is unreasonable. Mot. p. 16. Alleged defamatory statements are “to be considered

in context, with the words and the implications therefrom given their natural and obvious

meaning . . .” Chapski, 92 Ill. 2d at 352. When taken in the context of the entire Article,

Statement 5 leads to no reasonable construction other than that Mr. Tadros improperly managed

his businesses to the detriment of the investors in those businesses while using their funds for his

own personal gain. These statements imply that Mr. Tadros lacks ability in his profession as a

businessman and entrepreneur to successfully manage his businesses and appropriately use his

investors’ funds. See Shivarelli, 333 Ill. App. 3d at 759; see Gardner, 314 Ill. App. 3d at 118.

Statement 5 is thus incapable of reasonable innocent construction.

The Defendants claim that Statement 6 can be innocently construed because the article

makes no accusation that Mr. Tadros violated any SEC regulation. Defendants claim that

14
 Statement 6 merely reported that Mr. Tadros made Facebook posts that could have violated SEC

regulations, but the reader should not be concerned because Mr. Tadros stated nothing came of
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them. However, the Defendants again ignore the context and impression that they cultivated on

reader within the article. Statement 6 occurs near the end of the article, after a reader has been

influenced by previous statements and allegations about the Plaintiffs’ misconduct

mismanagement and finances. The Article goes to great lengths to portray Mr. Tadros as, at best,

incompetent and, at worst, a criminal waiting to be caught. Statement 6 is only capable of

innocent construction if the reader still trusts Mr. Tadros enough to take his word following the

Article’s systematic evisceration of any trust in him the reader may have started with. Combined

with the doubt cast on Mr. Tadros’ credibility throughout the article, Statement 6 is yet another

thinly veiled accusation of professional incompetence and potential fraud heaped on Mr. Tadros

and Plaintiff Bow Truss Aquanaut. For that reason, Statement 6 cannot be innocently construed.

See Shivarelli, 333 Ill. App. 3d at 759; see Gardner, 314 Ill. App. 3d at 118.

D. Defendants’ Statements Are Not Opinion

The Plaintiffs allege that the Article and all six of the statements contained within

constitute false statements of fact. Am. Compl. 76-77. The statements are not surrounded by

any language or terms indicating opinion and, to the contrary, the Defendants clearly state at the

beginning of the article in Statement 1 that the Article is a result of their investigation into

records. See generally Am. Compl. Ex. A; However, the Defendants argue their statements

constitute non-actionable opinion. Mot. pp. 10, 11, 13, 15-17. While the Plaintiffs make no

concessions to the Defendant’s argument, even if, arguendo the statements are not statements of

fact, they are still actionable as defamation.

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 In arguing that their statements constitute non-actionable opinion, the Defendants

misrepresent the criteria in Illinois for what constitutes an actionable defamatory statement.
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Merely couching a statement as an opinion does not automatically immunize a party from

defamation claims. Cianci v. New Times Pub. Co., 639 F.2d 54, 66 (2d Cir. 1980). The United

States Supreme Court has held that a false assertion of fact can be libelous even if couched in

terms of an opinion. Tunca v. Painter, 965 N.E.2d 1237, 1253 (1st Dist. 2012) (citing Milkovich

v. Lorain Journal Co., 497 U.S. 1, 18 (1990)).

In Hadley v. Doe, 2014 IL App (2d) 130489, ¶ 48, the court drew a distinction between

“pure opinions,” which are not actionable, and “mixed opinions,” which are. It explained,

A ‘pure opinion’ is an opinion in form and context that is based on (true)

disclosed facts. A ‘mixed opinion’ is an opinion in form and context that
appears to have been based on (defamatory or untrue) facts that have not been
stated. The rationale behind the Restatement is this: when the facts
underlying a statement of opinion are disclosed, readers will understand that
they are getting the author’s interpretation of those facts and are therefore
unlikely to construe the statement as insinuating the existence of additional,
undisclosed facts.

Id. (internal citations omitted). The Hadley court found a comment implying that the

speaker thought the plaintiff was a child molester who was “waiting to be exposed” implied the

existence of undisclosed facts and was therefore defamatory. Id. at ¶ 49 The speaker seemed to

imply that the opinion was “derived from Hadley’s past conduct, but [the speaker] Fuboy does

not disclose what this conduct was.” Id. Similarly, one court held statements that a plaintiff

judge was “probably corrupt” and that his sentences were “suspiciously lenient,” coupled with

“strong undertones of conspiracy and illegality,” to be actionable because the “ordinary and

average reader would likely understand the use of these words, in the context of the entire article,

as meaning that plaintiff had committed illegal and unethical actions.” Catalano v. Pechous, 83

Ill. 2d 146, 163 (1980).

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 Just as in Hadley, the six statements at issue in the Defendants’ Article, even if couched

in opinion, falsely imply the existence of undisclosed facts which would lend credence to their
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statements. See Hadley 2014 IL App (2d) 130489, ¶ 48. As described supra, Statement 1,

Statement 2, Statement 3, Statement 5, and Statement 6 all imply that Mr. Tadros performed

illegal activities in the operation of his businesses while Statement 4 implies that undisclosed

evidence shows that Mr. Tadros is incapable of successfully managing the Plaintiff Businesses.

Any reader of the Article would come to the conclusion that the six statements are a result of the

Defendants’ “investigation” into facts and that the Article serves as a summary of their factual

findings. The Defendants, citing to Howell v. Blecharczyck, 119 Ill. App. 3d 987, 992–993

(1983), assert that since their statements have been based on disclosed facts, this does not give

rise to a cause of action and they are constitutionally protected. Mot. p. 11. Defendants are

incorrect. The court in Goodrich v. Waterbury Republican-American, Inc., concluded that

although

expressions of ‘pure’ opinion (those based upon known or disclosed facts) are
guaranteed virtually complete constitutional protection. Expressions of ‘mixed’
opinion, however, are privileged only where made (1) by members of the press or
news media; (2) about matters of public interest or concern; and (3) without
knowingly or recklessly distorting the facts upon which they are based.

188 Conn. 107, 118–119 (1982). Although the first two criteria of the test for privilege of mixed

opinion statements may be met here, the third criterion is most certainly not. Further, “liability

will not accrue for the utterance of a defamatory opinion; however, the first amendment does not

preclude liability for a published statement that implies the existence of undisclosed facts that are

both false and defamatory.” Matchett v. Chicago Bar Asso., 125 Ill. App. 3d 1004, 1009-10 (1st

Dist. 1984); Moriarty, 315 Ill. App. 3d at 234 (“An opinion of a journalist is not defamatory

17
 unless the opinion implies the existence of undisclosed facts or discloses incorrect or incomplete

facts.”)
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The few facts that are discussed in the Article involve a very limited accounting of bank

records for only two of the Plaintiffs Businesses: Plaintiffs Aquanaut and Bow Truss. Am.

Compl. ¶ 63. Those companies are just two of the nine companies in existence affiliated with

Mr. Tadros when the Article was published and just two of the twenty-five companies Mr.

Tadros has created since 2000. Compl. Ex. A, at p. 7. This limited disclosure implies other facts

would indicate to the readers of this Article that Mr. Tadros performed illegal activities relating

to all of his businesses. See Moriarty, 315 Ill. App. 3d at 234.

Moreover, the Defendants, throughout the entire Article, interview several people who

state their opinion as to the alleged impropriety in Mr. Tadros’ handling of his businesses. The

Article quotes Mr. Levin, who has no affiliation with Mr. Tadros the Plaintiff Businesses, as

stating Mr. Tadros’ conduct “is highly irregular for a legitimate business operation” and “beyond

sufficient to justify a complete audit and accounting of all associated businesses.” Id. at p. 3.

Defendants argue that these statements from third parties such as Mr. Levin are simply opinions.

Mot. p. 11. However, the Defendants fail to recognize that these “opinions” from a fraud

investigator such as Mr. Levin imply the existence of undisclosed facts and thus are not opinion.

See Milkovich, 497 U.S. at 18–19. The Defendants recklessly distort the facts upon which their

statements are based and, as such, their Motion should be denied.

II. Defendants’ Statements Constitute Defamation Per Quod

The Plaintiffs also sufficiently plead a claim for defamation per quod. In Bryson v. News

Am. Publs., 174 Ill. 2d 77, 94 (1996), the Court stated in order to sustain a defamation per quod

claim, “the plaintiff must plead and prove special damages to recover.” In Imperial Apparel,

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 Ltd. v. Cosmo’s Designer Direct, Inc., 227 Ill. 2d 381, 390 (2008), the Court found one of the

plaintiffs did sufficiently allege special damages for its defamation per quod claim because that
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plaintiff had alleged that “its business declined.” However, “[a] specific allegation that a third

party has stopped doing business with plaintiff as a result of defendant's statements is a sufficient

allegation of special damages.” Tunca v. Painter, 2012 IL App (1st) 093384, ¶ 60; Cont'l Nut

Co. v. Robert L. Berner Co., 345 F.2d 395, 397 (7th Cir. 1965) (applying Illinois law) (“[A]n

allegation of special damages is sufficient when it notifies the defendant of the nature of the

claimed damages even though it does not delineate them with ‘as great precision as might be

possible or desirable’ […] [W]e hold that plaintiff sufficiently alleged specific damages so that

its complaint should not have been dismissed for a deficiency in this regard.”)

The Plaintiffs’ named multiple accounts lost with Hilton Hotels, Merchandise Mart,

Whole Foods, Virgin Hotels, DePaul University, University of Chicago, Lurie's Children's

Hospital, and LightBank, as well as identifying the loss of investors and vendors. Am Compl. ¶¶

198-201. As such, this suffices for special damages. See Tunca, 2012 IL App 093384 ¶ 60;

Cont'l Nut Co., 345 F.2d at 397. The Defendants argue the Plaintiffs’ allegations fail to allege

actual monetary loss. Mot. pp. 21-22. To the contrary, the Plaintiffs allege the loss of business,

loss of profits, and loss of revenue. Particularly, because the harm is ongoing, discovery will be

necessary to determine the specific amounts of monetary damages. The Plaintiffs’ allegations

are sufficient for their defamation per quod claim to survive a motion to dismiss. See Tunca,

2012 IL App (1st) 093384, ¶ 60; See Imperial Apparel, 227 Ill. 2d at 390 (2008).

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 III. Defendants’ Portray Plaintiff Tadros in a False Light

The Defendants make a conclusory argument that Mr. Tadros’ false light claim “merely
FILED DATE: 7/18/2018 6:12 PM 2017L006808

reincorporates and re-alleges his defamation claim.” Mot. p. 26. Courts have consistently held

when a party makes conclusory arguments, these arguments are waived. Spath v. Hayes Wheels

International-Indiana, Inc., 211 F.3d 392, 397 (7th Cir. 2000) (stating that where “a party . . .

merely draws and relies upon bare conclusions, the argument is deemed waived.”) Maurice

Sporting Goods v. United States Navy Exch. Serv. Command, 1993 U.S. Dist. LEXIS 17598

(finding that “largely conclusory arguments of the defendant in support of its motion to

dismiss fail to cite the pertinent cases and fail to address the pertinent issues.”) For this reason,

the Defendants have waived their argument, and the Court must hold that Mr. Tadros sufficiently

states a cause of action for false light with respective to the Defendants’ false statements. See id.

Nonetheless, Plaintiff Tadros has sufficiently plead his false light claim to survive a

motion to dismiss. A claim for false light requires that a person acting with malice places

another before the public in a manner which would be highly offensive to a reasonable person.

Lovgren v. Citizens First National Bank, 126 Ill. 2d 411, 418 (1989); Barrett v. Fonorow, 343 Ill.

App. 3d 1184, 1192 (2d Dist. 2003). Plaintiff Tadros alleged the Defendants acted with malice,

posessed negative bias against him, purposefully withheld positive quotes and information from

the Article, and maliciously published false statements even after Mr. Tadros pointed out the

false nature of the information. Am. Compl ¶¶ 52-53, 75, 79. The Defendants published the

Article on the internet and in print and advertised it heavily. Id. ¶¶ 37-38, 80-84, 160. Finally,

the Defendants conduct would be highly offensive to a reasonable person. Courts determine that

the publicity would be highly offensive to a reasonable person if, “‘the defendant knows that the

plaintiff, as a reasonable man, would be justified in the eyes of the community in feeling

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 seriously offended and aggrieved by the publicity.’” Lovgren 126 Ill. 2d at 420 (internal citations

omitted). In the instant case, Mr. Tadros alleged that the entirety of the Article contained
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numerous false facts and the publicity has not only aggrieved him, but the portrayal was so

egregious his reputation and businesses were harmed. Am. Compl. ¶¶ 41, 45-51, 68-75, 84-91,

94-95, 236-257. Based on the foregoing, Plaintiff Tadros has sufficiently alleged a claim for

false light. As such, the Defendants’ Motion should be denied as to this count. See Lovgren 126

Ill. 2d at 420.

IV. Mr. Tadros Sufficiently States Cause of Action for Both Tortious Interference with
Business Relations and Tortious Interference with Prospective Economic Advantage

The Defendants again make the conclusory argument that Mr. Tadros’ improperly plead

his tortious interference claims by “re-branding” the conduct serving as the basis for his

defamation claims. Again, to the extent the Defendants rely on the conclusion that the Plaintiffs’

defamation claims are improper, their conclusory arguments should be deemed waived. Spath,

211 F.3d at 397; Maurice Sporting Goods 1993 U.S. Dist. LEXIS 17598. To be sure, they do not

cite any authority supporting a position that plaintiffs cannot have multiple claims against the

same defendants arising from a set of conduct.

Nonetheless, the Defendants further argue that Mr. Tadros failed to plead factual

allegations sufficient to state the claims for Tortious Interference with Business Relations and

Tortious Interference with Prospective Economic Advantage. Mot. pp. 24-25. Specifically, the

Defendants argue Mr. Tadros failed to plead that the Defendant’s conduct was directed “at

specific third parties with the purpose of intentionally and unjustifiably injuring” Mr. Tadros.

Id. p. 24. (emphasis in original). Defendants also argue that Mr. Tadros’ tortious interference

claims do not include allegations of harm to Mr. Tadros, but only harm to the Plaintiff

Businesses. Id. p. 25.

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 Tortious Interference with a Prospective Economic Advantage requires “an individual

with a prospective business relationship [who] has a mere expectancy of future economic gain”
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and does not need to rise to the same level of specificity as interference with a contract. Belden

Corp. v. Internorth, Inc., 90 Ill. App. 3d 547, 552 (Ill. App. Ct. 1st Dist. 1980). Repeatedly in the

complaint, Plaintiff Tadros identifies both existing and potential relationships with investors,

partners, clients, customers, vendors, and landlords damaged or lost, particularly by Plaintiff

Tadros, due to the Defendants’ Article. Am. Compl. ¶¶ 87, 259, 260, 289. Even more

specifically, Plaintiff Tadros identifies the breakdown in his relationship with his business

partner, attempted termination of contracts between himself and landlords, and the loss of

business with existing and potential investors and vendors because of the Article. Id. ¶ 87.

Allegations involving these clearly identifiable groups are sufficient to establish valid business

expectancy. See McIntosh v. Magna Sys., 539 F. Supp. 1185, 1192, (N.D. Ill. 1982) (plaintiff

adequately alleged the existence of a valid business expectancy where he alleged a reasonable

expectancy of entering into consulting relationships with various community college

associations) (dismissed on other grounds).

The Defendants cite Kapotas v. Better Government Association to establish that claims

for intentional interference “must set forth facts which suggest the defendant acted with the

purpose of injuring plaintiff’s expectancies.” Mot. p. 24; Kapotas v. Better Gov’t Ass’n, 2015 IL

App (1st) 140534, ¶ 80. The complaint sufficiently establishes such facts. The Plaintiffs allege

the Defendants had previously evidenced motive to harm the Plaintiffs. Am. Compl. ¶ 79. The

Plaintiffs also allege that the Defendants knew about the Plaintiffs’ accounts, investors, and

contracts and in fact contacted those third parties, including but not limited to Hilton Hotels, with

whom Plaintiffs later lost accounts and prospective business. Id. ¶ 88-89. The Defendants

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 themselves stated they spoke with “partners, associates, investors, vendors, and clients” of the

Plaintiffs. Am. Compl. Ex. A, at p. 2 The Plaintiffs welcome the opportunity to investigate
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further in discovery, but the Plaintiffs alleged sufficient facts which, taken as true as part of a 2-

615 motion, establish causes of action for Intentional Interference with Business Relations and

Intentional Interference with Prospective Economic Advantage. As such, the Defendants’

Motion should be denied on this basis.

V. The Plaintiff Businesses Sufficiently State Cause of Action for Both Tortious
Interference with Business Relations and Tortious Interference with Prospective
Economic Advantage

Similarly, the Defendants argue that the Plaintiff Business’ claims should fail because the

Plaintiff Businesses fail to allege specific third parties with whom they lost prospective

economic advantage. However, the Plaintiff Business specified identifiable groups of

prospective investors, partners, clients, customers, vendors, and landlords. Am. Compl. ¶¶ 87,

300. Naming these identifiable groups are sufficient to plead Tortious Interference with

Prospective Economic Advantage. See McIntosh v. Magna Sys., 539 F. Supp. 1185, 1192, (N.D.

Ill. 1982). Furthermore, as addressed supra, the complaint alleges that the Defendants possessed

a bias against Plaintiff Tadros and, in the course of their reporting, learned of the Plaintiff

Businesses’ accounts, investors, and contracts, and directly contacted those third parties; some of

whom cut ties with the Plaintiff Businesses after being contacted by the Defendants. These

allegations are sufficient to state a cause of action for intentional interference with business

relations and Intentional Interference with Prospective Economic Advantage on behalf of the

Plaintiff Businesses. The Defendants’ Motion should be denied in its entirety.

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 VI. Conclusion

WHEREFORE, for the foregoing reasons, this Court must deny the Defendants’ Motion
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to Dismiss Pursuant to 735 ILCS § 2-615 in its entirety with prejudice.

Dated: Chicago, Illinois Respectfully submitted,

July 13, 2018 PLAINTIFFS,
PHILIP TADROS, et al.

/s/ Michelle A. Kuipers___

By: One of Its Attorneys
Michelle A. Kuipers
MUDD LAW OFFICES (41488)
3114 West Irving Park Road
Suite 1W
Chicago, Illinois 60618
773.588.5410 (Telephone)
773.588.5440 (Facsimile)
michelle@muddlaw.com
ARDC: 6320955

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