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SECOND DIVISION
July 15, 2003

PRESIDING JUSTICE McBRIDE delivered the opinion of the court:

Plaintiff Judith Miner, as agent of the beneficiaries of Cosmopolitan National Bank asTrustee under Trust No. 23421 (trust), appeals from an order of the circuit court of Cook Countydismissing the trust's five-count second amended complaint, on the basis of res judicata, theterms of a lease, and factual insufficiency. The trust contends the trial court erred in dismissingthe complaint, because (1) res judicata does not bar a judgment creditor from bringing a newaction to pierce the corporate veil of a judgment debtor, (2) res judicata does not bar a lessorfrom filing more than one action for damages after its lessee abandons the property, (3) the leaseat issue did not relieve the lessee's parent corporation from liability for the lessee's judgmentdebt, and (4) the allegations of fraud in the negotiations and performance of the lease werefactually sufficient to state a claim. The subsidiary corporation, judgment debtor Karen Lynn,Ltd. (Karen Lynn), is not a party to this action. The parent corporation, Fashion Enterprises, Inc.(Fashion Enterprises), and its shareholders, Sheldon Needelman and Gary Needelman, aredefendants to this action and cross-appeal contending that the trial court abused its discretionwhen it declined to sanction the trust for its "false" allegations and a "baseless" motion seekingclarification of a court order.

The following pertinent facts are relevant to our discussion of the issues.

In 1988, the trust gave Karen Lynn a 10-year lease beginning on March 1, 1989, for retailspace located at 4828-34 West Irving Park Road, Chicago. The stated purpose of the lease wasthe retail sale of ladies' apparel and accessories. Paragraph 13 provided that if the lessee vacatedthe premises for a period of 10 days, the lessee's right to possession would terminate. Paragraph14 provided that if the lessee's right to possession was terminated, the lessor was not obligated tomitigate damages by accepting a new tenant, and the lessee would satisfy any deficiency. Anattached rider specified that monthly rent was to be paid in advance on the first of each monthand obligated Karen Lynn to pay a portion of the property's annual real estate taxes. Paragraph 2of the rider, entitled "Assignment," provided that (a) in the event the lease was assigned, KarenLynn "shall remain liable for the full covenants and conditions of the Lease," (b) Karen Lynn'sparent corporation, Fashion Enterprises, "may occupy the leased premises and conduct a businessherein," and (c) Fashion Enterprises "shall not be liable under any provisions of this Lease,regardless of the activity of such parent."

On September 3, 1996, the trust filed an action against Karen Lynn seeking $21,162,consisting of unpaid rent accruing to September 3, 1996, and unpaid 1995 real estate taxes. Adefault judgment was entered on November 21, 1996, in the amount of $22,162.

The trust indicates it initiated supplementary proceedings to enforce the default judgmentand discovered that Karen Lynn had insufficient assets. The supplementary pleadings are not atissue and were not included in the record on appeal.

The record includes a transcript of a citation examination of Gary Needelman conductedby the trust on January 6, 1997. During the examination, Gary Needelman indicated thefollowing. Gary Needelman and Eileen DiLorenzo are the vice presidents of Karen Lynn. Fashion Enterprises owns and has always owned 100% of Karen Lynn's stock. GaryNeedelman's father, Sheldon Needelman, is the president of Karen Lynn and the president ofFashion Enterprises. Sheldon Needelman owns all of Fashion Enterprises' stock. FashionEnterprises sells women's apparel and has five retail locations in the Chicago area. Karen Lynnwas formed to sign the lease for the retail space at 4828 Irving Park Road, and FashionEnterprises owns other corporations which signed the leases for its other retail locations. Otherthan signing the lease, Karen Lynn did nothing with the property. Karen Lynn did not sellwomen's apparel and it never had any inventory. Fashion Enterprises, not Karen Lynn, operatedthe business at the Irving Park location. Karen Lynn was capitalized with roughly $1,000. Inmid 1995, Fashion Enterprises increased Karen Lynn's $1,000 bank account balance to $2,500because Karen Lynn was being charged a maintenance fee. Each month Fashion Enterprisesgave Karen Lynn the exact amount of money that Karen Lynn needed to pay the landlord for thatmonth's rent. Karen Lynn received only one check per month and issued only one check permonth, and did nothing else. Karen Lynn never had any bills, employees, tax returns, or financialstatements, and its minute book did not contain any signed corporate resolutions. FashionEnterprises liquidated its inventory at the Irving Park location and stopped doing business thereduring July of 1996. In August (before the trust sued for unpaid rent and taxes on September 3),Karen Lynn issued a check to its attorney for $1,012.50, and returned $1,487.50 to FashionEnterprises. Karen Lynn was dissolved in 1996 by the Secretary of State.

At the conclusion of the citation examination, Karen Lynn's attorney stated, "And for therecord, we've got the last two years of Cosmopolitan [National Bank's] records for Karen Lynn,the minute book, and a couple of manual reports." The trust's attorney responded, "Okay. Good."

The trust indicates that on October 14, 1997, during the supplementary proceedings, itfiled a citation to discover the assets of Fashion Enterprises. Further, this citation was actually anattempt to pierce Karen Lynn's corporate veil in order to collect the 1996 judgment. However,after Fashion Enterprises argued it was improper to pierce the corporate veil in supplementaryproceedings, the trust nonsuited the supplementary proceedings. Fashion Enterprises indicatesthat the supplementary proceedings judge remarked that the 1996 action against Karen Lynnwould be res judicata as to a subsequent action against its parent, Fashion Enterprises.

On November 25, 1998, the trust initiated the instant lawsuit against Fashion Enterprises,Sheldon Needelman, and Gary Needelman. In count I of the new action, the trust allegedFashion Enterprises was liable for the 1996 judgment because, "Fashion Enterprises formedKaren Lynn to defraud creditors; Karen Lynn had no assets; and corporate formalities were notfollowed with respect to Karen Lynn." In count II, the trust alleged the Needelmans were liablefor the 1996 judgment because they "formed Karen Lynn solely to execute the subject lease andto defraud creditors, *** Karen Lynn had no assets; and corporate formalities were not followedwith respect to Karen Lynn."

Fashion Enterprises and the Needelmans moved to dismiss the complaint pursuant tosection 2-619(a)(4) of the Code of Civil Procedure (735 ILCS 5/2-619(a)(4) (West 1998) ("thecause of action is barred by a prior judgment")), arguing that the 1996 action operated as resjudicata. They also contended that the trust's "vexatious and harassing action without legalbasis" warranted imposition of sanctions.

Judge Anne Houser entered an order granting the motion to dismiss the complaint "as tobreach of lease on res judicata," and giving the trust leave to file a first amended complaint. Theorder does not indicate that the amended pleading was to be limited to any specific legal theorynor does it address the request for sanctions. The proceedings were not recorded by a courtreporter.

The trust filed a two-count first amended complaint in which it specified that its claimswere not based on breach of the lease. The trust indicated that its claim against FashionEnterprises was an attempt to pierce Karen Lynn's corporate veil, while its claim against theNeedelmans was an attempt to disregard a corporate entity which was merely an alter ego of agoverning or dominating personality. The trust repeated the allegations of the original complaint,but in substantially more detail. Rather than alleging that "corporate formalities were notfollowed," the trust now alleged that "the formal legal requirements of Karen Lynn were notobserved. There have been no meetings of the shareholders or directors of Karen Lynn and nocorporate minutes have been maintained." The trust sought $223,805 in damages, consisting ofunpaid rent accruing through the end of the lease on February 28, 1999, and unpaid 1995, 1996,and 1997 real estate taxes. It appears the $223,805 figure may have included rent and propertytaxes awarded in the 1996 judgment, because both claims encompass the 1995 taxes.

Fashion Enterprises and the Needelmans moved to dismiss the first amended complaint,pursuant to sections 2-619(a)(4) and 2-615 of the Code of Civil Procedure. 735 ILCS 5/2-615, 2-619(a)(4) (West 1998). Fashion Enterprises again characterized the count against it as one forbreach of contract, which was barred by res judicata. Fashion Enterprises also contended thatJudge Houser never gave the trust leave to plead a contract claim against the corporation and hadonly allowed the trust to plead a fraud as to the Needelmans. The Needelmans characterized thecount against them as one for fraud and argued the claim was factually deficient and precluded byparagraph 2 of the rider.

On January 6, 2000, Judge John Joseph Hynes granted the motion to dismiss and gave thetrust leave to amend. On January 26, 2000, the trust filed a motion to reconsider the dismissal ofthe first amended complaint, arguing that Judge Hynes misinterpreted the extent of JudgeHouser's order as to the original complaint. While the motion to reconsider was pending, thetrust filed a motion to clarify Judge Houser's order dismissing the original complaint, due toJudge Hynes' reliance on the order. Judge Hynes transferred the motion to clarify for hearingbefore Judge Houser. However, Judge Houser declined to clarify her order and indicated theparties could prepare bystanders' reports if it became necessary. The parties then returned toJudge Hynes, who denied the trust's motion to reconsider the dismissal of its first amendedcomplaint and gave the trust leave to file a second amended complaint as to "common lawfraud."

Next, the trust filed a five-count second amended complaint, in which it incorporated itsprior allegations in order to preserve the issues for appeal. It pled claims for the 1996 judgmentand the subsequent rent in two separate counts against Fashion Enterprises, based on thecorporate veil theory, or in the alternative, in two separate counts against the Needelmans. In thealternative, the trust asserted common law fraud had been perpetrated in the lease negotiationsand performance by material misrepresentation or omission. Judge Hynes struck the fraud countas factually deficient and gave the trust leave to replead that count. After the trust indicated itwished to stand on the second amended complaint, Judge Hynes dismissed the pleading withprejudice, for the reasons previously stated.

Judge Hynes subsequently denied the defendants' petition for sanctions.

This appeal and cross-appeal followed.

The trust's first contention is that the trial court erred in granting the section 2-619(a)(4)motion to dismiss on res judicata grounds, because a judgment creditor may choose to file a newaction to pierce the corporate veil in order to hold the corporation's individual shareholders anddirectors liable for the judgment against the corporation. Fashion Enterprises and theNeedelmans respond that res judicata was triggered by the 1996 action.

A motion to dismiss a claim based on section 2-619 of the Code of Civil Procedure (735ILCS 6/2-619 (West 1998)) admits the legal sufficiency of the plaintiff's allegations but assertsaffirmative matter that avoids or defeats the claim stated. Peetoom v. Swanson, 334 Ill App. 3d523, 526, 778 N.E.2d 291 (2002). The purpose of section 2-619 is to afford litigants a means ofdisposing of issues of law and easily proved issues of fact at the outset of a case, reservingdisputed questions of fact for a trial. Zedella v. Gibson, 165 Ill. 2d 181, 185, 650 N.E.2d 1000(1995). Therefore, when ruling on a section 2-619 argument, a trial court may considerpleadings, depositions, and affidavits. Zedella, 165 Ill. 2d at 185.

If a cause of action is dismissed pursuant to a section 2-619 argument, the questions onappeal are whether a genuine issue of material fact exists and whether the defendants are entitledto judgment as a matter of law. Zedella, 165 Ill. 2d at 185-86. The dismissal of a complaintunder section 2-619 is subject to de novo review. Peetoom, 334 Ill App. 3d at 526.

Section 2-619(a)(4) of the Code of Civil Procedure (735 ILCS 5/2-619(a)(4) (West1998)) permits a trial court to dismiss a cause of action on the grounds that it "is barred by a priorjudgment." Marvel of Illinois, Inc. v. Marvel Contaminant Control Industries, Inc., 318 Ill. App.3d 856, 863, 744 N.E.2d 312 (2001). "Section 2-619(a)(4) incorporates the doctrine of resjudicata, which has three essential elements: (1) a final judgment on the merits rendered by acourt of competent jurisdiction; (2) an identity of cause of action; and (3) an identity of parties ortheir privies. Marvel of Illinois, 318 Ill. App. 3d at 863. "If all three elements are met, then theprior action is conclusive as to all issues that were, or properly might have been, raised in thataction." Marvel of Illinois, 318 Ill. App. 3d at 863.

The trust relies primarily on Pyshos v. Heart-Land Development Co., 258 Ill. App. 3d618, 630 N.E.2d 1054 (1994), in which the plaintiff also initiated supplementary proceedings inorder to collect a money judgment. The judge presiding over the supplementary proceedingspierced the corporate veil and entered judgment against the corporation's two shareholders anddirectors. Pyshos, 258 Ill. App. 3d at 619-20.

The appellate court determined this was improper because the only relevant inquiries insupplementary proceedings are (1) whether a judgment debtor possesses assets which may beapplied to satisfy the judgment, or (2) whether a third party is holding assets of the judgmentdebtor which may be applied to satisfy the judgment. Pyshos, 258 Ill. App. 3d at 623. "On theother hand, an action to pierce the corporate veil does not require any allegations that assets ofthe judgment debtor corporation are in the hands of the third-party shareholders or directors" andis actually a much broader inquiry. Pyshos, 258 Ill. App. 3d at 623. A corporate veil will bepierced where (1) there is such unity of interest and ownership that the separate personalities ofthe corporation and the individual are nonexistent, and (2) the circumstances are such thatadherence to the fiction of a separate corporate existence would promote injustice or inequitableconsequences. Gallagher v. Reconco Builders, Inc., 91 Ill. App. 3d 999, 1004, 415 N.E.2d 560,563-64 (1980). To determine whether a unity of interests exists to the extent that the corporateveil should be pierced, courts will look to a number of factors, including whether there isinadequate capitalization, failure to observe corporate formalities, insolvency of the debtorcorporation, and absence of corporate records. Gallagher, 91 Ill. App. 3d at 1005.

Accordingly, the judgment creditor could use supplementary proceedings to discoverwhether the judgment debtor corporation's individual shareholders and directors held assets ofthe corporation, or the judgment creditor could choose to file a new action to pierce the corporateveil in order to hold the individual shareholders and directors personally liable for the judgmentof the corporation. Pyshos, 258 Ill. App. 3d at 624.

The court explained that a new action is proper because a judgment is a "new and distinctobligation of the corporation which differs in nature and essence from the original claim." Pyshos, 258 Ill. App. 3d at 624. This principle was recently reiterated in Peetoom, 334 Ill. App.3d at 525, where the defendant argued that an action to collect a negligence judgment was subjectto the two-year statute of limitations governing personal injury actions. The court rejected thisargument, indicating that the plaintiff's negligence judgment became a new and distinctobligation of the defendant corporation, and that a new action to pierce the defendant's corporateveil to enforce the judgment was subject to the five-year statute of limitations contained in theBusiness Corporation Act of 1983 (805 ILCS 5/12.80 (West 1998)). Peetoom, 334 Ill. App. 3d at527. Peetoom relied in part on Pyshos, 258 Ill App. 3d 618, 630 N.E.2d 1054, as well asadditional cases now cited by the trust, including Jacobson v. Buffalo Rock Shooters Supply, Inc.,278 Ill. App. 3d 1084, 664 N.E.2d 328 (1996) (court reviewed merits of new action to piercecorporate veil to collect workers' compensation judgment from corporation's shareholders), andLange v. Misch, 232 Ill. App. 3d 1077, 598 N.E.2d 412 (1992) (judgment creditor should havefiled and on remand could still file separate action to pierce corporate veil).

Based on this line of cases, we agree with the trust's assertion that a judgment creditormay choose to file a new action to pierce the corporate veil of a judgment debtor in order to holdindividual shareholders and directors liable for a judgment against the corporation.

We also rely on Pyshos and Lange to reject the defendants' assertion that the trust'simproper attempt to pierce the corporate veil in the 1996 supplementary proceedings precludesthe new action. Defendants argue that the trust "cannot now turn around and claim that because[it] misconstrued the law in the earlier case, the earlier case should have no preclusive effecthere." The Pyshos and Lange plaintiffs not only attempted to, but actually did, pierce thecorporate veil in their respective supplementary proceedings. Nevertheless, both courts indicatedthat nothing in the Code of Civil Procedure authorizes the entry of judgment at a supplementaryproceeding against a third party who does not possess assets of the judgment debtor. Pyshos, 258Ill. App. 3d at 623; Lange, 232 Ill. App. 3d at 1081. In other words, a supplementaryproceedings judge lacks authority to adjudicate the merits of corporate veil allegations, and,therefore, the first element of res judicata, "a final judgment on the merits rendered by a court ofcompetent jurisdiction" (Marvel of Illinois, 318 Ill. App. 3d at 863), cannot not be triggered bythose proceedings.

We also reject defendants' suggestion that the trust should have amended its 1996complaint once it learned through the supplementary proceedings that Karen Lynn was unable topay the judgment. We point out that if the trust had vacated the $22,162 judgment in order toamend the complaint with corporate veil allegations -- a judgment it obtained at minimal expenseby default -- the trust would have had to relitigate the breach of lease claim at additional expenseand possibly with an adverse result. Defendants cite Altair Corp. v. Grand Premier Trust &Investment, Inc., 318 Ill. App. 3d 57, 742 N.E.2d 351 (2000), which is distinguishable. There,the plaintiff was aware of additional conduct within four days of filing its first action, but failedto amend its pleadings before the complaint was dismissed two months later by the trial judge. Altair, 318 Ill. App. 3d at 63. The court determined that res judicata precluded a new suit whichfocused on the additional conduct (Altair, 318 Ill. App. 3d at 62), and it declined to apply anexception to res judicata, indicating that Altair's failure to amend when it had the opportunityweighed in favor of its decision. Altair, 318 Ill. App. 3d at 63. Altair does not stand for theproposition that a successful plaintiff should vacate an enforceable judgment in order to add anew, additional cause of action.

The trust's second contention is that under the common law, there is no present obligationto pay future rent, and therefore, the trust properly limited its 1996 claim to rent due at the timeof trial. The rider to the lease specified that monthly rent was to be paid in advance on the firstof each month and obligated Karen Lynn to pay a portion of the property's annual real estatetaxes. The trust relies primarily on an unpublished federal district court opinion and onJohnstowne Centre Partnership v. Chin, 110 Ill. App. 3d 595, 599, 442 N.E.2d 680 (1982),reversed on other grounds, 99 Ill. 2d 284, 458 N.E.2d 480 (1983).

The trust also argues that the trial judge misconstrued paragraph 14 of the lease, whichindicates the lessor was under no duty to mitigate its damages from lost rent by accepting a newtenant and that the lessee would satisfy any deficiency. The trial judge indicated that because thelessor was under no duty to mitigate after the lessee abandoned the premises in 1996, the duedates of the remaining rent were accelerated so that the entire amount under the lease was dueimmediately. The trial judge concluded the trust could have used its 1996 action to obtain theentire amount of rent contemplated by the lease and that its failure to do so operated as resjudicata. We disagree.

Recovery for breach of lease is limited to the amount due at the time of trial. JohnstowneCentre, 110 Ill. App. 3d at 599, citing People ex rel. Nelson v. West Town State Bank, 373 Ill.106, 25 N.E.2d 509 (1940); Dorris v. Center, 284 Ill. App. 344, 1 N.E.2d 794 (1936).

Further, the payment of future rent is not a present obligation. Johnstowne Centre, 110Ill. App. 3d at 599, citing Nelson, 373 Ill. 106, 25 N.E.2d 509; Dorris, 284 Ill. App. 344, 1N.E.2d 794. There is no obligation to pay rent until rent day. Nelson, 373 Ill. at 111. The failureto pay rent when it accrues does not accelerate the unpaid rent in the absence of a provision in thelease to that effect. Nelson, 373 Ill. at 111.

Additionally, a lessor has the options of suing for rent installments as they come due,suing for several accrued installments, or suing for the entire amount at the end of the lease term. Dorris, 284 Ill. App. at 349; Marshall v. John Grosse Clothing Co., 184 Ill. 421, 56 N.E. 807(1900) (suits may be maintained on each provision of a contract as the payments mature by theterms of the contract); McDole v. McDole, 106 Ill. 452 (1883) (separate actions may be broughtfor each year's annual rent payment, and judgment for one year's rent is no bar to second actionfor subsequent year's rent).

The case cited by defendants, Elliott v. LRSL Enterprises, Inc., 226 Ill. App. 3d 724, 589N.E.2d 1074 (1992), indicates it is not against public policy to enforce an agreement obligating atenant to continue paying rent after vacating the leased premises. It does not stand for theproposition that future rent became a present obligation when the trust filed its breach of leaseclaim in 1996. Compare Leahy Realty Corp. v. American Snack Foods Corp., 253 Ill. App. 3d233, 625 N.E.2d 956 (1993) (lease provided that tenant would pay liquidated damages upontermination of lease, consisting of all rent due on the date of termination and an amount equal torent for the residue of the lease term).

We read this line of cases to mean that a new set of operative facts arose each monthwhen rent went unpaid on the first day of the month. In other words, there is no "identity ofcause of action" between the 1996 action and the portion of the new action which seekssubsequently accruing rent.

Additionally, the rights of parties to a contract are limited by the terms of their contract. Wright v. Chicago Title Insurance Co., 196 Ill. App. 3d 920, 925, 554 N.E.2d 511 (1990). Acourt must not rewrite a contract to suit one of the parties and must enforce the contract aswritten. Wright, 196 Ill. App. 3d at 925. "There is a strong presumption against provisions thateasily could have been included in the contract but were not." Wright, 196 Ill. App. 3d at 925. Accordingly, when a contract is clear and unambiguous, a court will not add terms in order toreach a more equitable agreement. Wright, 196 Ill. App. 3d at 925.

Here, the terms of paragraph 14 of the lease indicate that the lessee's obligation to paymonthly rent would survive its premature relinquishment of the premises and that the lessor wasunder no duty to mitigate for the lost rent by accepting a substitute tenant. Paragraph 14 did notindicate that the monthly due date was affected in any way by the lessee's prematurerelinquishment, and the trial judge erred by adding a payment acceleration provision to theparties' contract.

In light of the above facts and case law, we conclude that when the first suit was filed onSeptember 3, 1996, it would have been premature to seek rent for 1997 and 1998, and that thetrust had the option of suing for rent in a series of suits, even monthly, as it came due duringthose subsequent years.

Defendants have persistently contended that the corporate veil portion of the new actionis nothing more than a breach of lease claim. However, it is apparent that the 1996 action wasbased on the fact that Karen Lynn breached the lease in 1996, while the new action is based onthe facts that Karen Lynn subsequently breached the lease in 1997 and 1998 and that FashionEnterprises should be held accountable for Karen Lynn's debt under the corporate veil theory. Because the two suits involve different operative facts, there is no "identity of cause of action"between them and, therefore, no res judicata effect. See Marvel of Illinois, 318 Ill. App. 3d at863 (describing the three essential elements of res judicata).

There is, however, one slight exception to this conclusion. We point out that the leaseindicates monthly rent is due on the first of the month, and that rent for October 1996 andNovember 1996 came due while the suit was pending between September 3, 1996, and the entryof default judgment on November 21, 1996. The trust could have but did not amend its breach ofcontract claim to include the additional amount of rent that came due while the 1996 suit waspending. See Johnstowne Centre, 110 Ill. App. 3d at 599 (recovery for breach of lease is limitedto amount of rent due at time of trial). Because the trust could have included rent for October1996 and November 1996 in the default judgment, res judicata now bars the trust from seekingrent for October 1996 and November 1996 in any subsequent suit. See Marvel of Illinois, 318 Ill.App. 3d at 863 (prior action is conclusive as to all issues that were or properly might have beenraised).

The trust's third contention is that paragraph 2 of the rider only relieves the parentcompany of liability arising from its own use of the leased premises, and therefore, the trial judgeerred in determining that the language insulated Fashion Enterprises from liability for fraud orthe judgment debt of Karen Lynn under the corporate veil theory. Fashion Enterprises contendsthe trial judge correctly determined the lease precludes any liability whatsoever.

The paragraph at issue, entitled "Assignment," contemplates that Karen Lynn couldassign its rights under the lease to Fashion Enterprises and yet remain liable for the covenantsand conditions of the lease. The other covenants and conditions of the lease include paying theutilities, maintaining plate glass insurance, not permitting any immoral practices at the premises,and indemnifying the lessor for any claims arising from the lessee's negligent conduct in theleased premises. None of the various provisions requires Karen Lynn to abstain from fraud orany of the other conduct contained in the trust's corporate veil counts. The final provision of theparagraph indicates Fashion Enterprises "shall not be liable under any provisions of this Lease,regardless of the activity of such parent."

The context alone demonstrates that the provision is limited to Fashion Enterprises' ownuse of the premises. The new lawsuit, however, is not based on Fashion Enterprises' own use ofthe premises. Additionally, nothing in the various provisions of the contract could insulate theNeedelmans from this lawsuit, because neither individual was mentioned in the contract or madea party to it. The agreement that Fashion Enterprise "shall not be liable under any provisions ofthis Lease," has no application to this lawsuit.

Fashion Enterprises and the Needelmans also argue the corporate veil allegations arefactually insufficient. This argument was never raised in the trial court and cannot be argued forthe first time on appeal. Robidoux v. Oliphant, 201 Ill. 2d 324, 775 N.E.2d 998 (2002). Thecontention, therefore, is waived. Robidoux, 201 Ill. 2d 324, 775 N.E.2d 998.

Next, the trust argues its fraud count was factually sufficient and should not have beendismissed pursuant to defendants' section 2-615 motion (735 ILCS 5/2-615 (West 1998)).

A section 2-615 motion raises the threshold question of whether a cause of action hasbeen stated. Greene v. First National Bank of Chicago, 162 Ill. App. 3d 914, 925, 516 N.E.2d311 (1987). In ruling on section 2-615 motion, a court must accept all well-pled facts as true(Hirsch v. Feuer, 299 Ill. App. 3d 1076, 1081, 702 N.E.2d 265 (1998)), and disregard mereconclusions of law or fact which are unsupported by the facts alleged (Capital Indemnity Corp. v.Stewart Smith Intermediaries, Inc., 229 Ill. App. 3d 119, 593 N.E.2d 872 (1992)). This courtreviews the dismissal of a claim under section 2-615 de novo and must determine whether theallegations, interpreted in a light most favorable to the plaintiff, are sufficient to establish a causeof action upon which relief may be granted. Hirsch, 299 Ill. App. 3d at 1081.

Fraud may be perpetrated by fraudulent misrepresentation or by fraudulent concealment. See Hirsch, 299 Ill. App. 3d at 1085-86. A high standard of specificity is imposed on pleadingsasserting fraud. Hirsch, 299 Ill. App. 3d at 1085. The facts constituting the alleged fraud mustbe stated "with sufficient specificity, particularity and certainty to apprise the opposing party ofwhat he is called upon to answer." Hirsch, 299 Ill. App. 3d at 1085. The pleading "must containspecific allegations of facts from which fraud is the necessary or probable inference, includingwhat representations were made, when they were made, who made the misrepresentations and towhom they were made." Hirsch, 299 Ill. App. 3d at 1085.

To state a cause of action for fraudulent misrepresentation, a plaintiff must allege that thedefendant made a representation of material fact, the defendant knew or believed therepresentation was untrue, the plaintiff had a right to and did rely on the representation, therepresentation was made for the purpose of inducing the plaintiff to act or refrain from acting,and the representation led to the plaintiff's injury. Wright, 196 Ill. App. 3d 920. 554 N.E.2d 511.

The fraud count does not meet this standard. It indicates that Sheldon and GaryNeedelman defrauded the trust when:

"Needleman [sic] made a material omission and false statements offact in the negotiations and dealings with Miner[, the trust's agent]which led to the execution of the lease. Miner reasonably reliedupon the omissions and false representations of fact and in reliancethereon executed a lease to Karen Lynn and failed to take earlieraction to terminate the lease."

After execution of the lease:

"Miner was led to believe and did in fact believe that Karen Lynnwas a bona fide corporation. Miner believed that Karen Lynn wasdoing business in the premises. The receipt of rent checks fromplaintiff [sic] fostered that belief. Needleman [sic] never advisedMiner that Karen Lynn was only a sham corporation. Needleman[sic] led Miner to believe that Karen Lynn was transacting businessin the leased premises which was a falsehood."

The allegation concerning false statements of fact in the lease negotiations does notspecify which of the two Needelmans made the statements, what the statements were, that thespeaker knew or believed the statement was untrue, that the trust had a right to rely on and didrely on those statements, or that the statements were made in order to induce the trust to act orrefrain from acting.

The allegation that "Needleman [sic]" subsequently led Miner to believe Karen Lynn wastransacting business at the leased premises suffers from many of the same defects. Additionally,the statement that Miner's belief was fostered by the receipt of rent checks from herself is clearlyerroneous and did not add any specificity to the pleading.

The fraud count fails to state a cause of action for fraud by misrepresentation.

The fraud count also fails to state a cause of action for fraud by concealment of a materialfact. In order to state a cause of action for fraud by concealment of a material fact, a plaintiffmust plead that the defendant concealed a material fact with an intent to deceive when it wasunder a duty to disclose that fact to the plaintiff. Wright, 196 Ill. App. 3d at 926. Mere silencedoes not amount to fraud. Hirsch, 299 Ill. App. 3d at 1086. However, silence accompanied bydeceptive conduct or suppression of a material fact can give rise to concealment and the partywhich has concealed information is then under a duty to speak. Hirsch, 299 Ill. App. 3d at 1086.

The fraud count indicates "Needleman [sic] made a material omission" in the leasenegotiations, and subsequently "Needleman [sic] never advised Miner that Karen Lynn was onlya sham corporation." The most glaring defect in these allegations is that it is unclear to which ofthe two Needelmans the trust is referring. Additionally, the "material omission" is not specified,there is no assertion that the concealment was done with an intent to deceive, and there is noindication that the Needelmans had or breached a duty to disclose concealed facts. The fraudcount fails to state a cause of action for fraud by concealment of a material fact.

Accordingly, we affirm the dismissal of the fraud count pursuant to section 2-615 of theCode of Civil Procedure (735 ILCS 5/2-615 (West 1998)).

In summary, we have concluded that res judicata did not bar the trust's new action topierce the corporate veil in order to enforce the 1996 judgment and to obtain additional rentaccruing after the 1996 action. We have also determined that paragraph 14 of the lease did notaccelerate the rent due under the lease, and that paragraph 2 of the rider does not apply to theparticular theories asserted in this new action. However, we have determined the allegations offraud were deficient. Accordingly, we reverse and remand counts I, II, III, and IV of the secondamended complaint for further proceedings consistent with this order; and we affirm thedismissal of count V with prejudice.

The only remaining issue is the cross-appeal, in which Fashion Enterprises and theNeedelmans argue Judge Hynes abused his discretion in denying their petition for sanctions.

Defendants contend their petition demonstrated the trust filed knowingly false pleadingsand baseless motions. Defendants made numerous arguments in their petition, but present onlytwo arguments in their brief. The failure to argue the additional points in the brief results in theirwaiver under Supreme Court Rule 341(e)(7). 155 Ill. 2d R. 341(e)(7); Schnidt v. Henehan, 140Ill. App. 3d 798, 805, 489 N.E.2d 415 (1986).

In the brief, defendants contend that the trust received Karen Lynn's corporate minutes,annual reports, and bank statements during Gary Needelman's citation examination, yet"persist[ently] *** alleged that Karen Lynn did not follow corporate formalities, did not haveminutes or a minute book, and did not file annual reports."

Defendants further contend that the trust's motion to clarify Judge Houser's orderdismissing the original complaint was improper, because the filing of the first amendedcomplaint rendered the original complaint moot and any related rulings irrelevant to the ongoingproceedings.

Supreme Court Rule 137 states:

"The signature of an attorney *** constitutes a certificate by himthat he has read the pleading, motion or other paper; that to thebest of his knowledge, information, and belief formed afterreasonable inquiry it is well grounded in fact and is warranted byexisting law or a good-faith argument for the extension,modification, or reversal of existing law, and that it is notinterposed for any improper purpose, such as to harass or to causeunnecessary delay or needless increase in the cost of litigation. *** If a pleading, motion, or other paper is signed in violation of thisrule, the court *** may impose *** an appropriate sanction, whichmay include an order to pay to the other party or parties the amountof reasonable expenses incurred because of the filing of thepleading, motion or other paper, including a reasonable attorneyfee." 155 Ill. 2d R. 137.

Courts should construe Rule 137 narrowly and apply it only in cases falling strictly withinits terms. Edward Yavitz Eye Center, Ltd. v. Allen, 241 Ill. App. 3d 562, 569, 608 N.E.2d 1235(1993).

A party seeking to recover under Rule 137 has the burden of showing that his opponentviolated the rule, which "requires more than merely demonstrating that the nonmoving partyultimately lost on the merits." Edward Yavitz Eye Center, 241 Ill. App. 3d at 569. The movantmust demonstrate that the nonmovant pled statements which he knew, or should have known, tobe untrue. Heritage Pullman Bank & Trust Co. v. Carr, 283 Ill. App. 3d 472, 479, 670 N.E.2d814 (1996). "A party making a filing in the trial court must make prefiling inquiries that arereasonable under the circumstances existing at the time the pleading is signed." Edward YavitzEye Center, 241 Ill. App. 3d at 569.

The decision whether to impose Rule 137 sanctions is within the discretion of the trialjudge, and will not be reversed absent an abuse of that discretion. In re Estate of Smith, 201 Ill.App. 3d 1005, 1009, 559 N.E.2d 571 (1990). The decision of the trial judge must clearly setforth the factual basis for the ruling in order to be accorded deference. Estate of Smith, 201 Ill.App. 3d at 1009. A reviewing court "should primarily be determining whether (1) the [trialjudge's] decision was an informed one, (2) the decision was based on valid reasons that fit thecase, and (3) the decision followed logically from the application of the reasons stated to theparticular circumstances of the case." Estate of Smith, 201 Ill. App. 3d at 1009-10.

Judge Hynes declined to sanction the trust for its allegations about the corporateformalities, stating:

"[B]ecause the movant here has the burden of proving that theseallegations are false, I don't have anything in the record by way ofaffidavit that says, listen, not only was there a corporate minutebook but yes we met *** on a regular basis. We did comply withthese corporate formalities. The deposition of Mr. Needelmandanced around that issue, but I don't think that those specific --those issues were specifically addressed here.

Consequently, the Court cannot say that the statementscontained in plaintiff's complaint were untrue or that the statementswere made without reasonable cause to believe they were true."

We find no abuse of discretion in Judge Hynes' denial of sanctions for the corporateformalities allegations. We were unable to find any allegation that Karen Lynn failed to issueannual reports. Additionally, the allegation that "There were no meetings of the shareholders ordirectors of Karen Lynn and no corporate minutes have been maintained," appears reasonablybased upon Gary Needelman's statement that the minute book did not contain any signedcorporate resolutions. There is nothing in the record on appeal that the trust pled statementswhich it knew or should have known were false. A party seeking to recover under Rule 137 hasthe burden of showing that his opponent violated the rule. Edward Yavitz Eye Center, 251 Ill.App. 3d at 569.

Judge Hynes indicated that with regard to the motion for clarification, the defendantsfailed to take into account that Judge Hynes was relying on another judge's order when headdressed the res judicata arguments, that the other judge's order was "clear" but "somewhat barebones," and that no transcript was available. He also stated that he believed counsel wasattempting to correct the record or obtain a ruling from the other judge which would "aid theCourt" in its interpretation of the bare bones order, and that he did not find that the motion was inany way vexatious or designed to delay the disposition of the case.

We find no abuse of discretion in this determination. The record indicates there wassome dispute or confusion about the significance of Judge Houser's order dismissing the originalcomplaint "as to breach of lease on res judicata," which Judge Hynes was subsequently relyingupon when he considered the first amended complaint. Judge Hynes apparently found somemerit in the motion for clarification of Judge Houser's order, because he transferred it to JudgeHouser for a hearing, and then delayed ruling on the motion for reconsideration until after themotion for clarification could be decided. The trial judge is in the best position to decide howRule 137 should be applied to the cases before it. Estate of Smith, 201 Ill. App. 3d at 1009.

Accordingly, we affirm the trial judge's rulings as to the petition for sanctions.

Reversed and remanded in part, and affirmed in part.

CAHILL and GARCIA, JJ., concur.