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Tirapelli v. Advanced Equities, Inc.

Case Date: 07/30/2004
Court: 1st District Appellate
Docket No: 1-03-2463 Rel

SIXTH DIVISION
July 30, 2004


 

No. 1-03-2463

 

RONALD R. TIRAPELLI and MICHAEL WEBB,

          Plaintiffs-Appellants,

v.

ADVANCED EQUITIES, INC., LEE WISKOWSKI,
JACK PRESSMAN, COMMUNICATION
INFRASTRUCTURE DEVELOPMENT
CORPORATION, OPTIMALPATH DIGITAL
NETWORK, and TELECOM CAPITAL GROUP, LLC,

          Defendants-Appellees.

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Circuit Court of
Cook County



Honorable
Ronald F. Bartkowicz,
Judge Presiding.



 


JUSTICE GALLAGHER delivered the opinion of the court:

Plaintiffs Ronald Tirapelli and Michael Webb brought suit against defendants LeeWiskowski, Jack Pressman, Advanced Equities (Advanced), OptimalPath Digital Network(Optimal), and Telecom Capital Group (TCG) seeking rescission and damages based on allegedviolations of sections 12(F), 12(G), and 12(I) of the Illinois Securities Law of 1953 (IllinoisSecurities Law) ( 815 ILCS 5/12(F), (G), (I) (West 1998)), as well as common law fraud. Plaintiffs alleged that they purchased shares of TCG in reliance on oral statements not found in thewritten agreement for the sale of the shares and that those statements were fraudulent. The trialcourt granted summary judgment in favor of defendants because the presence of "nonreliance"and "integration" clauses in the agreement made plaintiffs' reliance on oral statements not foundin the agreement unreasonable as a matter of law. We affirm.

BACKGROUND

Plaintiffs each own Ford dealerships and have experience investing in securities. Tirapellihas a net worth of over $5 million and has more than $1 million worth of investments. Webb hasapproximately $5 million worth of investments and has accounts with three different stockbrokers.

Wiskowski was a founder and executive of Advanced and TCG. TCG retained Advancedto solicit investment in TCG through private placement subscription.(1) When TCG later convertedfrom a limited liability company to Communications Infrastructure Development Corporation(CIDC), a corporation, in an effort to secure investment from institutions not permitted to investin limited liability companies, Wiskowski served as the president of CIDC. Pressman was afounder, board member and officer of Optimal, a company in which TCG invested.

In March, 2000, Advanced broker Ronald Stuppy approached Tirapelli about investing inTCG. Tirapelli had previously invested through Stuppy. Upon Stuppy's suggestion, Tirapelliattended a meeting with Stuppy, Wiskowski and Pressman during which Wiskowski and Pressmanexplained that TCG was formed primarily to invest in and make loans to "young," technology-oriented companies in exchange for equity in those companies, and that part of TCG's plan was topurchase and renovate property for use by those companies. Pressman also explained thatOptimal was created to provide integrated technology infrastructure to commercial and residentialproperties. Following the meeting, Tirapelli, Stuppy, Wiskowski, and Pressman toured a buildingat 2233 South Throop Street in Chicago (Throop Street property).

Tirapelli recorded the meeting and later played the tape for Webb. After Tirapelli andWebb discussed the opportunity, Tirapelli arranged a second meeting with Webb, Wiskowski,Pressman, and himself. Wiskowski and Pressman gave a presentation at the second meeting, afterwhich plaintiffs agreed to purchase 2