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Brettman v. M&G Truck Brokerage, Inc.

Brettman v. M&G Truck Brokerage, Inc.
Appellate Court of Illinois, Second District
December 21, 2018, Order Filed
No. 2-18-0236

Reporter
2018 IL App (2d) 180236-U *; 2018 Ill. App. Unpub. LEXIS 2309 **
DEREK BRETTMAN, individually and as guardian of GINA BRETTMAN, a disabled person, Plaintiff-Appellant, v. M&G TRUCK BROKERAGE, INC., and TEXANA PICKLE PRODUCERS, INC., Defendant-Appellees.
Notice: THIS ORDER WAS FILED UNDER SUPREME COURT RULE 23 AND MAY NOT BE CITED AS PRECEDENT BY ANY PARTY EXCEPT IN THE LIMITED CIRCUMSTANCES ALLOWED UNDER RULE 23(e)(1).
Prior History: [**1] Appeal from the Circuit Court of McHenry County. No. 15-LA-76. Honorable Thomas A. Meyer, Judge, Presiding.
Disposition: Affirmed.

ORDER
[*P1] Held: The trial court properly granted summary judgment to defendants.
[*P2] Plaintiff, Derek Brettman, individually and as guardian of Gina Brettman, appeals the trial court’s grant of summary judgment to defendants, M&G Truck Brokerage, Inc., and Texana Pickle Producers, Inc., on four counts. Counts I and II were against M&G for negligence (vicarious liability) and negligent hiring. Counts III and IV were against Texana and were also for negligence (vicarious liability) and negligent hiring. For the reasons that follow, we affirm.

[*P3] I. BACKGROUND
[*P4] This matter arises out of a traffic accident between Gina Brettman and a tractor trailer driven by Isreal Vela, an employee of E.G.G. Trucking, which was owned by Efren Garcia (hereinafter collectively referred to as E.G.G., where appropriate). The accident occurred at a Huntley intersection that was under construction. It occurred after Vela had delivered a load of cucumbers from Texana in Progresso, Texas, to a [**2] Kraft/Claussen pickling plant in Woodstock. M&G brokered the delivery of the cucumbers. Plaintiff filed a 27-count complaint against E.G.G., Kraft/Claussen, Texana, M&G, and various entities involved in the construction of the intersection, such as Brown Traffic Products and Siemen’s Industry, Inc. Plaintiff reached settlements with many of these entities, including Kraft/Claussen and several of the construction entities. Plaintiff’s action remains pending as to E.G.G. This appeal concerns M&G and Texana only, and the trial court has entered the requisite finding under Illinois Supreme Court Rule 304(a) (eff. March 8, 2016).
[*P5] Texana grows cucumbers in Texas and Mexico. It sells the cucumbers to processing facilities across the United States, such as the Kraft/Claussen plant in Woodstock. It is not a trucking company, does not own any commercial or semi-trucks, and does not have a department of transportation number or motor-carrier authority. It does not contract with trucking companies. Rather, it works with shipping brokers to arrange the shipments. (In 2010, four years before the accident, a part owner of Texana, Frank Gonzalez, left Texana and became a part-owner at M&G. Members of the same, extended Gonzalez family [**3] work at both companies.)
[*P6] M&G is a Texas business entity that brokers freight delivery of products. M&G maintains a roster of 3,000 carrier companies across the country, upon which it draws to arrange for the shipment of goods for its clients. To be on the roster, a carrier is required to submit a carrier information form, an insurance certificate, a W-9 form, and its motor carrier and department of transportation numbers. M&G does not have an exclusive contract with any of its carriers. It works with a number of carriers, just as each carrier works with a number of brokers. As such, M&G does not have a long-term contract with any of its carriers. Instead, each shipment load requires its own contract.
[*P7] E.G.G. is a licensed motor carrier. It owned the refrigerated trailer involved in the instant case. It also owned the tractor that pulled the trailer, and it paid for all of the maintenance and insurance for the equipment. E.G.G. hired Vela, who had been working for E.G.G. for 10 years.
[*P8] In August 2013, Texana entered into a contract with Kraft/Claussen to supply cucumbers for the 2013-2014 season. Throughout that season, Texana worked with 10 different brokerage companies to arrange for [**4] the shipment of its cucumbers. In turn, those 10 brokerage companies secured 100 different motor carriers to haul the cucumbers.
[*P9] On March 9, 2014, Texana contacted M&G, asking M&G to arrange the shipment at issue. M&G, in turn, chose E.G.G. to haul the load. M&G had been working with E.G.G. since 2007. In those seven years, M&G had selected E.G.G. to haul as many as 10 loads per month without incident.
[*P10] M&G took the following actions in brokering the load. It negotiated the freight and shipping charges. And, it negotiated its own commission on the shipping charges. After the delivery was completed, Texana would pay M&G the shipping charge. Then, M&G would pay E.G.G., after deducting its own commission. M&G advanced $1,500 to E.G.G. to cover expenses in hauling the load, like gas.
[*P11] The contract between M&G and E.G.G. set forth certain instructions for the trip, such as the required temperature to keep the trailer. Kraft/Claussen chose the temperature and the deadline for delivery. Vela was to call M&G daily, before 10 a.m., or be subject to a $150 fine. He was also to call M&G if there was any delay that would prevent him from delivering the load on time.
[*P12] Instructions aside, Vela testified [**5] in deposition that he conducted his own pre-trip inspection of the truck. He would address any problems with equipment without asking M&G for help. He chose what route to take, what speed to travel, and when to fuel up. He did not feel rushed over the course of the trip.
[*P13] E.G.G. paid Vela for executing the trip. It administered Vela’s drug testing and provided his safety training. E.G.G. instructed Vela to pick up the load from Texana at approximately 11 a.m. on March 9, 2014. Vela was to deliver the load to Kraft/Claussen by 5 a.m. on March 14, 2014.
[*P14] After unloading the cucumbers at the Kraft/Claussen plant, Vela was no longer required to check in with M&G. E.G.G. instructed Vela to take Interstate 90 to the nearest truck stop to wait for a new load assignment, which could originate from M&G or a new broker. After delivering the load, about 25 miles from the Kraft/Claussen plant but before reaching Interstate 90, Vela collided with Brettman at an intersection. Vela was going straight, driving at the posted speed limit of 45 miles per hour, and Brettman was turning left with a green arrow. The intersection was under construction, and Vela later stated that he was confused by the traffic [**6] control signals. Vela saw that the permanent traffic signals were covered, so he assumed there were no traffic controls for drivers traveling in his direction. At the last second, he saw a temporary traffic signal hung with wire over the intersection. The temporary signal was red. He could not stop in time, and he collided with Brettman. Brettman suffered severe injuries as a result of the collision and filed the instant lawsuit.
[*P15] In the seventh amended complaint at issue here, the first four counts are relevant. In Count I, plaintiff alleged negligence (vicarious liability) against M&G. Plaintiff theorized that E.G.G, with Vela as its driver and Garcia as its owner, were agents of M&G, because M&G imposed rules on driver conduct, thereby exercising a requisite degree of control to establish a principal-agent relationship. The agents were guilty of one of the following wrongful acts or omissions: failure to stop at a red light, failure to keep reasonably careful lookout for other vehicles, failure to decrease speed, and driving too fast for conditions. As a result of these wrongful acts or omissions, Vela’s truck collided with Brettman’s automobile, causing injury.
[*P16] In Count III, plaintiff [**7] alleged the same, but against Texana.
[*P17] In Count II, plaintiff alleged negligent hiring against M&G. He alleged that M&G had a duty to exercise reasonable care when it selected a carrier to haul the load at issue. In his view, the exercise of reasonable care included performing an independent investigation and background check on E.G.G. and Vela. Had M&G performed an adequate investigation, it would have discovered, inter alia, that E.G.G. was an unrated motor carrier and that Vela had a history of forging timesheets. M&G negligently hired a company it should have known to be unfit. The exercise of reasonable care in hiring also included supervising E.G.G. trucking in the transportation and delivery of commercial product to Kraft/Claussen. M&G failed in this as well. As a result of these wrongful acts or omissions, Vela’s truck collided with Brettman’s automobile, causing injury.
[*P18] In Count IV, plaintiff alleged the same, but against Texana.
[*P19] The parties proceeded to discovery, where the evidence and deposition testimony established the facts discussed above. In addition, plaintiff retained Whitney Morgan to testify to a broker’s duty of care in selecting a trucking company. Morgan had [**8] worked for the U.S. Department of Transportation, enforcing regulations. Morgan reviewed the evidence in the case, including the deposition testimony of Vela and Garcia. In Morgan’s view, brokers should only contract with carriers that have satisfactory ratings from the Federal Motor Carrier Safety Administration (FMCSA). The FMCSA conducts compliance reviews to determine whether a carrier meets minimum safety standards. The FMCSA never conducted a compliance review on E.G.G., so E.G.G. was an “unrated” carrier. In Morgans’s opinion, a broker should not contract with an unrated carrier.
[*P20] Morgan posited that, if a broker were going to contract with an unrated motor carrier, it should conduct its own safety review. To do this, a broker should go the FMCSA website to see if a given carrier has a record of accidents or safety violations. The FMCSA website showed that, while unrated overall, E.G.G. was rated at 75% on one metric measuring management controls. This was above FMCSA’s “intervention threshold” of 65%. E.G.G.’s two drivers had four citations between them in the 14 months preceding the accident for falsifying time sheets and driving without enough rest. In fact, Garcia admitted [**9] in deposition that he was aware that Vela had previously falsified a time sheet. Garcia informed Vela that he would be fired if he did it again. Also, Vela previously documented average speeds of 70 miles per hour. This speed is unrealistic, given that a trip is not entirely highway driving. Either Vela was speeding, or he drove more hours than allowed by federal regulations.
[*P21] According to Morgan, it is clear that Vela once again falsified his time sheets while performing on the contract with M&G. Under certain conditions applicable here, federal regulations require a driver to rest a minimum of 10 hours before going back on the road each day. Morgan hypothesized that, from the time and locations recorded on Vela’s cell phone, it is clear he did not do this. Morgan believed that Vela drove 18 hours without proper rest before arriving at the Kraft/Claussen docking station and that he got less than 6.5 hours of sleep on the night preceding the accident.
[*P22] Maria Vergara, a general manager for M&G, testified in deposition that she has used the FMCSA website to search for driver safety violations. In the past, she has disqualified certain carriers based on the FMCSA information concerning [**10] prior violations. However, she did not perform a review of E.G.G. prior to this trip. She was aware, prior to contracting with E.G.G. for the instant trip, that an E.G.G. driver had been in a weather-related accident within the past year. No one was hurt in that accident.
[*P23] Both M&G and Texana moved for summary judgment. In his response, plaintiff affirmatively abandoned Count III, negligence (vicarious liability) against Texana. The trial court granted summary judgment to M&G and Texana on the remaining counts.
[*P24] As to Count I, vicarious liability as to M&G, the court agreed with M&G that any agency relationship shared by M&G and E.G.G., if it ever existed, terminated after Vela completed the delivery. The court stressed that M&G had no control over Vela after the delivery: “Plaintiff put forth the argument that if the fatigue occurred as a result of his driving while in the employ [of M&G], then [M&G] should continue to be responsible after the delivery of the product, and I would disagree with that because, after the delivery, their authority to control his actions terminated as well. And they couldn’t tell him don’t drive. They couldn’t tell him to sleep.” (Emphasis added; filler words [**11] omitted.) Further, Vela no longer had an obligation to check in with M&G. The court stated: “There was no obligation to [M&G] that he do anything. He was dead to them at that stage.”
[*P25] The court rejected plaintiff’s argument that the agency relationship continued after the delivery, because, according to plaintiff, “if you have a trip assignment, a trip contract, that trip does not end until the driver reaches his home base.” See St. Paul Fire & Marine Insurance Co. v. Frankart, 69 Ill. 2d 209, 370 N.E.2d 1058, 13 Ill. Dec. 31 (1977). M&G responded that St. Paul was inapposite. It concerned the interpretation of an insurance contract, not the scope of an agency relationship. The court agreed with M&G: “I don’t think the St. Paul case is applicable to this situation. I think factually it is distinguishable, and the fact that it addresses insurance coverage rather than the scope of an agency relationship for people who hired a carrier tells me not to rely on it.”
[*P26] As to Counts II and IV, negligent hiring, the court granted summary judgment to M&G and Texana, respectively. It determined that, regardless of which company had selected E.G.G., the accident occurred after the completion of the work E.G.G. was hired to perform. The court appeared to classify the issue of liability beyond the limits [**12] of the contracted-for work as determinative of the duty element rather than the proximate-cause element. It stated: “I’m less comfortable getting into a question of proximate cause, because that’s a tougher standard for summary judgment.” This appeal followed.

[*P27] II. ANALYSIS
[*P28] Plaintiff appeals the trial court’s grant of summary judgment to M&G and Texana on all four counts. We will not address Count III, negligence (vicarious liability) as to Texana, because plaintiff unequivocally conceded below and at oral argument that no evidence supported that claim. Therefore, the argument is waived.
[*P29] As to the remaining counts, “summary judgment is proper where, when viewed in the light most favorable to the non-moving party, the pleadings, deposition, admissions, and affidavits on file reveal that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.” Northern Illinois Emergency Physicians v. Landau, Omahana & Kopka, Ltd., 216 Ill. 2d 294, 305, 837 N.E.2d 99, 297 Ill. Dec. 319 (2005). “[W]hile a plaintiff need not prove [his] entire cause during summary judgment, [he] must present some evidentiary facts to support the elements of [his] cause of action. [Citation.] If a plaintiff fails to establish even one element of the cause of action, summary judgment in favor [**13] of defendant is wholly proper.” Wallace v. Alexian Bros. Medical Center, 389 Ill. App. 3d 1081, 1085, 907 N.E.2d 490, 329 Ill. Dec. 899 (2009). We review a grant of summary judgment de novo. Sollami v. Eaton, 201 Ill. 2d 1, 7, 772 N.E.2d 215, 265 Ill. Dec. 177 (2002). And, we may affirm a grant of summary judgment for any reason that finds its basis the record, regardless of whether the trial court exercised similar reasoning. Northern Illinois, 216 Ill. 2d at 305.

[*P30] A. Count I: Negligence (Vicarious Liability) as to M&G
[*P31] The parties agree that Count I turns on the existence of a principal-agent relationship between M&G and E.G.G. at the time when the alleged negligent acts occurred. Plaintiff’s argument is twofold. He contends that: (1) an agency relationship formed when M&G exercised control over E.G.G.’s delivery of the load; and (2) the agency relationship continued after the delivery and through the time that the accident occurred. We reject plaintiff’s argument. We agree with the trial court that, even if an agency relationship formed during the delivery of the load, it terminated when E.G.G. completed its contractual obligation to deliver the load and M&G ceased to exercise any control over it or its driver. Because there was no agency relationship at the time the alleged negligent acts occurred, the trial court correctly granted summary judgment to M&G.
[*P32] The principal-agent relationship is an exception [**14] to the general rule that a plaintiff in a negligence action must seek remedy from the person that caused the injury. Sperl v. C.H. Robinson World Wide, Inc., 408 Ill. App. 3d 1051, 1056, 946 N.E.2d 463, 349 Ill. Dec. 269 (2011). Under the theory of respondeat superior, a principal is vicariously liable for the conduct of its agent, but not for the conduct of an independent contractor. Id. at 1057. In distinguishing between an agent and an independent contractor, the court must consider the level of control under which the agent or independent contractor operates. Id. An agent voluntarily enters into a relationship whereby the principal has a right to control his conduct. Id. An independent contractor undertakes to produce a certain result, but he is not under the control of the person for whom he does the work. Id. The court is to consider whether there is a right to control the manner of work performance, regardless of whether that right was exercised. Id. Courts may consider the nature of the work performed in relation to the general business of the employer, the right to discharge, the method of payment, the provision of necessary tools, whether taxes are deducted from payment, and the level of skill required. Id. at 1058. No single factor is determinative. Id.
[*P33] Both parties agree that Sperl controls the issue [**15] of whether M&G and E.G.G. ever shared an agency relationship. The facts of Sperl are as follows. CHR was a federally licensed freight broker. It sold its services to customers or shippers needing to transport goods, and then it contracted with carriers to provide transportation to its customers. One of the carriers with whom CHR contracted was Dragonfly. Dragonfly agreed that all transportation would be performed under the contract, which required it to use competent drivers, be responsible for the drivers’ salaries, charges, and workers’ compensation expenses. The contract specified that Dragonfly was an independent contractor. The contract allowed Dragonfly to haul loads for CHR. As to the specific trip at issue, however, Dragonfly’s driver hauled a load of potatoes owned by CHR. CHR issued a load confirmation sheet with special instructions. The special instructions required that Dragonfly’s driver “stay in constant communication with [CHR]” and make “check calls” daily by no later than 10 a.m. Id. at 1058. Further, the driver was to keep the truck at a certain temperature within two degrees and was given a strict deadline. All of these requirements were subject to fine. The driver collided [**16] with the plaintiff during the haul of CHR’s potatoes. She later testified that CHR’s tight deadlines and system of fines put pressure on her and made it impossible for her to also comply with federal regulations limiting driving time. A jury determined that the driver had been an agent of CHR, making CHR liable for damages from the crash.
[*P34] On appeal, CHR argued that the trial court should have granted its motion for a judgment notwithstanding the verdict or a new trial, because the evidence did not support the jury’s determination of an agency relationship. The appellate court disagreed, holding that the evidence was sufficient to uphold the jury’s special finding. Id. at 1060. Despite contractual evidence that the parties intended an independent-contractor relationship, specific conduct indicated an agency relationship. Id. at 1057-58. The court explained that the driver’s services were closely aligned with CHR’s business of hauling freight for its customers. Id. at 1058-59. CHR owned the product at issue as well as the warehouse to which it was being delivered. Id. at 1059. It was, therefore, motivated to see that the driver delivered the product with care. And, CHR enforced an extensive system of fines, influencing the driver’s [**17] compensation. The driver had testified that CHR’s operation requirements and system of fines put pressure on her to violate federal regulations limiting driving time. It was while trying to adhere to CHR’s strict operation requirements that she collided with the plaintiff. The court concluded: “Th[e] extensive requirements, coupled with [the driver’s] fine-based compliance, directed [her] conduct during the entire transportation process and support the finding that CHR had the right to control the manner in which [the driver] performed her job.” Id. at 1058. Where the evidence supported that CHR had the right to control the manner in which the driver performed her job, it also supported the existence of an agency relationship. Id. at 1059.
[*P35] Some of the indicia of control set forth in Sperl are, arguably, present here. M&G was engaged exclusively in the trucking business. M&G instructed E.G.G. to maintain the truck at a certain temperature and check in once per day. E.G.G. was to notify M&G if the shipment was going to be late. M&G imposed a system of fines to enforce its requirements. Unlike Sperl, however, M&G did not own the product at issue or the warehouse to which it was being delivered. M&G was not [**18] acting in furtherance of its own business when it instructed E.G.G. to maintain the truck at a certain temperature. Rather, acting as a broker, it passed on requirements from Kraft/Claussen. There was no indication that M&G required E.G.G. to remain in “constant contact” or that its operation requirements and system of fines were so onerous that E.G.G. felt pressure to violate federal regulations in order to avoid incurring fines. To the contrary, Vela testified that he did not feel pressure.
[*P36] The key difference, however, is that, in Sperl, the accident occurred when the driver was acting at the broker’s direction. Here, in contrast, the accident occurred after E.G.G. had completed its contract for delivery and after M&G ceased to exercise any control over it. For that reason, we, like the trial court, do not find it necessary to determine whether sufficient evidence supports that M&G ever had a right to control E.G.G. so as to establish an agency relationship. To us, it is dispositive that, at the time of the accident, M&G did not exercise any control over E.G.G. so as to continue in an agency relationship.
[*P37] We look to the Restatement (Third) of Agency for further support that the agency [**19] relationship terminated upon the completion of the contracted-for delivery: “An agent’s actual authority may terminate upon the occurrence of circumstances under which the agent should reasonably conclude the principal would no longer assent to the agent’s taking action on the principal’s behalf. If the principal has engaged the agent for a particular task, its completion is such a circumstance.” Restatement (Third) of Agency §3.09(b) (West 2014) (not yet adopted by the supreme court, cited for guidance only). Here, if it ever existed, the agency relationship terminated upon the completion of the task of delivering the cucumbers to the Kraft/Claussen plant. E.G.G. had already completed the assigned task before the time of the alleged negligent acts—failure to stop at a red light, failure to keep reasonably careful lookout for other vehicles, failure to decrease speed, and driving too fast for conditions. No indicia of control were present at that time. M&G could no longer direct E.G.G. in any manner. M&G could no longer inform E.G.G. what to deliver, where to deliver it, what temperature to keep it at, or require phone contact. It could not tell Vela to rest. It was E.G.G. alone who instructed and controlled Vela after [**20] the delivery.
[*P38] Plaintiff argues that there is “some indication” that E.G.G. was still acting within the scope of its agency relationship with M&G following delivery, because it expected M&G to look for loads it could haul on its return trip to Texas. We reject this argument. That E.G.G. remained open to working with M&G in the future does not create a “genuine issue” that it was operating at its direction at the time of the accident. E.G.G.’s hope or expectation of future business dealing with M&G cannot show M&G’s current control over E.G.G.
[*P39] Plaintiff also argues, as he did below, that the agency relationship between M&G and E.G.G. did “not terminate at the point of delivery [but] continue[d] at least until the owner-driver return[ed] to the point where the haul originated, to the terminal from which the haul was assigned, or the owner-driver’s home terminal from which he customarily obtain[ed] his next assignment.” St. Paul, 69 Ill. 2d at 218; see also Occidental Fire & Casualty Company of North Carolina, 113 Ill. App. 3d 215, 446 N.E.2d 937, 68 Ill. Dec. 766 (1983); and Hodges v. Johnson, 52 F. Supp. 488 (1943).
[*P40] Plaintiff takes this quote out of context. St. Paul did not discuss the termination of an agency relationship, but the definition of a term in an insurance policy, “being used in the business.” St. Paul, 69 Ill. 2d at 213. To interpret that term, the court looked to define a trip [**21] or an assignment. Id. at 218-19. The court determined that, in the context of the insurance-coverage issue before it, a trip did not necessarily end at the point of delivery but could include the return leg. Id. at 219.
[*P41] Our ruling does not conflict with the definition of a trip set forth in St. Paul and the other cases cited by plaintiff. This case is not about the definition of a term in an insurance contract. It is about the right to control the work. M&G’s right to exercise any control over Vela ended upon completion of delivery. It was E.G.G., not M&G, who continued to instruct Vela after the completion of delivery and on the return leg. Upon completion of the delivery, E.G.G. was free to accept a new assignment from M&G or any other broker. Unless the parties entered into a new contract, M&G had no control over E.G.G. after its delivery of the cucumbers and satisfaction of the instant contract. Thus, there was no evidence of an agency relationship at the time of the alleged negligent acts, so M&G cannot be vicariously liable for the alleged negligent acts. Summary judgment was properly granted on Count I.

[*P42] B. Counts II and IV: Negligent Hiring
[*P43] Plaintiff next argues that the trial court erred in granting [**22] summary judgment to M&G and Texana on Counts II and IV, respectively, for negligent hiring. Under this theory, M&G and Texana would not be liable for E.G.G.’s actions, but for their own actions in hiring E.G.G. to transport the goods. In a negligence action, the plaintiff must plead and prove: (1) the existence of a duty of care owed to the plaintiff by the defendant; (2) a breach of that duty; (3) an injury proximately caused by that breach; and (4) damages. Calles v. Scripto-Tokai Corp., 224 Ill. 2d 247, 270, 864 N.E.2d 249, 309 Ill. Dec. 383 (2007). Proximate cause has two components: cause in fact and legal cause. Turcios v. DeBruler Co., 2015 IL 117962, ¶ 23, 392 Ill. Dec. 541, 32 N.E.3d 1117. As to cause in fact, courts typically consider the but-for test or the substantial-factor test. Id. The but-for test states that conduct cannot be the cause in fact of an event if the event could have occurred without it. Id. The substantial-factor test states that conduct is a cause of an event if it was a material element and a substantial factor in bringing about the event. Id. As to legal cause, courts typically assess foreseeability. Id. ¶ 24. A court must consider whether the injury is one that a reasonable person would see as a likely result of his conduct, or whether the injury is so highly extraordinary that imposing liability is not justified. Id. [**23] “The question is one of policy—how far should a defendant’s legal responsibility extend for conduct that did, in fact, cause the harm?” Id.
[*P44] In an action for negligent hiring of an employee, specifically, the plaintiff must plead and prove: (1) that the employer knew or should have known that the employee had a particular unfitness for the position so as to create a danger of harm to third persons; (2) that such particular unfitness was known or should have been known at the time of the employee’s hiring or retention; (3) that this particular unfitness proximately caused the plaintiff’s injury; and (4) damages. Doe v. Catholic Bishop of Chi., 2017 IL App (1st) 162388, ¶ 11, 415 Ill. Dec. 683, 82 N.E.3d 1229. Further, the duty of care in selecting an independent contractor is that which a reasonable person would exercise under the circumstances. Carney v. Union Pac. R.R. Co., 2016 IL 118984, ¶ 66, 412 Ill. Dec. 833, 77 N.E.3d 1. The common law tort of negligent hiring and retention finds its basis in the Restatement (Second) of Torts § 411: “One who employs an independent contractor to: (a) do work which involves risk of bodily harm unless it is skillfully and carefully done; or (b) perform a duty which the employer owes to third persons, is subject to liability for bodily harm caused by the failure to exercise reasonable care to employ a competent contractor.” (Emphasis added.) A “competent and [**24] careful contractor” is a contractor who: “possesses the knowledge, skill, experience, and available equipment which a reasonable man would realize that a contractor must have in order to do the work which he is employed to do without creating unreasonable risk of injury to others, and who also possesses the personal characteristics which are equally necessary.” Id. cmt. a, at 377. The Illinois supreme court adopted section 411 of the Restatement. Carney, 2016 IL 118984, ¶ 88; Gomien v. Wear-Ever Aluminum, Inc., 50 Ill. 2d 19, 21, 276 N.E.2d 336 (1971).
[*P45] We begin with Count II, negligent hiring, against M&G. The parties spend much of their briefs citing to Morgan’s and Vergara’s deposition testimony and debating whether there is a genuine issue that M&G failed in its duty to exercise reasonable care in hiring E.G.G. Rather than engage in this debate, even if we assume that there was sufficient evidence to raise a material factual issue as to whether M&G breached its duty of care in hiring E.G.G., plaintiff’s argument ultimately fails. The remaining question is whether the failure to exercise reasonable care in hiring of E.G.G. to perform the contracted-for work proximately caused the injuries. Although the trial court properly recognized E.G.G.’s completion of the contracted-for work as an enormous hurdle for plaintiff, [**25] it did not seem to recognize that the completion of the contracted-for work implicated the proximate-cause element: “I’m less comfortable getting into a question of proximate cause, because that’s a tougher standard for summary judgment.” Instead, the trial court incorrectly assumed that the termination of the hiring relationship implicated the duty element. (Perhaps the court meant that there can be no duty to exercise reasonable care in retaining an independent contractor where that contractor is no longer retained.) In any case, M&G does not seriously debate that it had a duty to exercise reasonable care in hiring a carrier. Regardless of the court’s misstatement, we may affirm a grant of summary judgment for any reason that finds its basis in the record. Northern Illinois, 216 Ill. 2d at 305. This claim turns on proximate cause.
[*P46] We recognize that proximate cause is typically a matter for the jury. Platson v. NSM, America, Inc., 322 Ill. App. 3d 138, 144, 748 N.E.2d 1278, 255 Ill. Dec. 208 (2001). However, if the facts alleged do not sufficiently demonstrate both cause in fact and legal cause, which involves policy considerations, the lack of proximate cause may be determined by a court as a matter of law. City of Chicago v. Beretta, U.S.A., Corp., 213 Ill. 2d 351, 395-96, 821 N.E.2d 1099, 290 Ill. Dec. 525 (2004). Proximate cause is not a matter for the jury in this case, because the cause of action at issue sets forth [**26] a rigorous proximate-cause standard which simply cannot be met under the existing record. As we explain, the definition of the cause of action of negligent hiring and retention centers on the work to be performed and whether the incompetent execution of that work caused harm to a third party. Again, in an action for negligent hiring and retention, the injury must have occurred by virtue of the servant’s employment. Bates v. Doria, 150 Ill. App. 3d 1025, 1032, 502 N.E.2d 454, 104 Ill. Dec. 191 (1986). The employer’s liability attaches “only where there was demonstrated some connection between the plaintiff’s injuries and the fact of employment.” Id. As stated in Carney, 2016 IL 118984, ¶ 65, an employer is subject to liability for harm to third persons caused by its failure to exercise reasonable care to employ a competent and careful contractor to do work that will involve a risk of harm unless that work is carefully done.
[*P47] As a matter of public policy, the courts have set a rigorous proximate-cause standard for the cause of action. Doe v. BSA, 2014 IL App (2d) 130121, ¶ 43, 378 Ill. Dec. 667, 4 N.E.3d 550. In Gomien, the supreme court strongly implied that, to be liable in tort for negligent hiring and retention, the injury must have occurred while the independent contractor was directly involved in the performance of the contracted-for work, as opposed to an act collateral [**27] to the work for which the contractor was engaged. Gomien, 50 Ill. 2d at 24.
[*P48] In Gomien, the defendant manufacturer selected an independent contractor to solicit sales. The defendant knew that the contractor must operate a motor vehicle to perform his obligations under the agreement, and the defendant had a duty to persons using highways to exercise reasonable care in selecting the contractor. The plaintiff pleaded that, had the defendant investigated, he would have learned that the contractor was a habitually negligent driver with a history of traffic violations and accidents. Indeed, while operating his vehicle for the solicitation of sales for the defendant, the contractor struck and injured the plaintiff. The trial court dismissed the complaint, and the appellate court affirmed. The appellate court reasoned that there could be no liability, because the accident occurred when the contractor was not directly involved in the work of soliciting customers or selling products, for which he was retained, but when he was engaged in collateral act of operating his motor vehicle on the highway. Gomien v. Wear-Ever Aluminum, Inc., 131 Ill. App. 2d 760, 765, 264 N.E.2d 511 (1970). The supreme court reversed: “Under this state of pleadings, the operation of the automobile by the contractor was not [**28] an act collateral to the performance of the work for which he was engaged. It was part of the conduct directly involved in the performance of the work contracted for.” Gomien, 50 Ill. 2d at 24.
[*P49] Applying the law set forth in Gomien leads to a different result in this case. In Gomien, the injury occurred while the contractor was directly involved in completing the contracted-for task. If, as in Gomien, the injury here had occurred while Vela was operating his motor vehicle to deliver produce, M&G might have been subject to liability under a theory of negligent hiring and retention. The difference is that, here, Vela was not operating his vehicle to perform the contracted-for work when the injury occurred. The work for which he had been engaged was completed. He was no longer hired or retained by M&G. He was 25 miles away from the pickle plant.
[*P50] As in Gomien, in every Illinois negligent hiring and retention case cited by plaintiff, the accident occurred while the selected contractor performed the contracted-for work. See, e.g., Carney, 2016 IL 118984, ¶ 88 (no liability, although the construction accident occurred on the job, because the victim subcontractor was not a third party entitled to protection under the cause of action); Hayward v. C.H. Robinson Co., 2014 IL App 3d 130530, ¶ 43, 388 Ill. Dec. 140, 24 N.E.3d 48 (no liability, [**29] although the traffic accident occurred while contractor delivered the broker’s freight, because the broker did not have reason to know of the particular unfitness); see also Platson, 322 Ill. App. 3d 138, 140, 748 N.E.2d 1278, 255 Ill. Dec. 208 (a negligent supervision claim; assault occurred at work). Similarly, in every non-Illinois negligent hiring and retention case cited by plaintiff, the accident occurred while the selected contractor performed the contracted-for work. See McComb v. Bugarin, 20 F. Supp. 3d 676, 678 (N.D. Ill. 2014); Schramm v. Foster, 341 F. Supp. 2d 536, 540 (D. Md. 2004) (the accident occurred during the contracted-for shipment of soymilk); Puckrein v. ATI Transport, Inc., 186 N.J. 563, 897 A. 2d 1034 (N.J. S. Ct. 2006) (the accident occurred during the contracted-for removal of waste); L.B. Foster Co. v. Hurnblad, 418 F. 2d 727, 728 (9th Cir. 1969) (the accident occurred during the contracted-for haul of steel); and Hudgens v. Cook Industries, Inc., 1973 OK 145, 521 P. 2d 813 (Ok. S. Ct. 1973) (the accident occurred during the contracted-for shipment of wheat).
[*P51] Our research has not revealed an Illinois negligent hiring and retention case finding proximate cause when the injury occurred after the completion of the contracted-for work, a period this court has referred to as posttermination. We find Boy Scouts of America instructive on the limitations of posttermination liability. In Boy Scouts, a retired scout executive sexually assaulted a teenage boy. The mother sued the local Boy Scout Council (BAC) alleging, interalia, negligent hiring and retention. Her [**30] theory of the case was as follows. The executive was a pedophile who posed a constant threat to boys. BAC knew that, in the past, pedophiles had infiltrated its leadership. BAC did not appropriately screen the executive before awarding him the position, negligently hiring him. If it had screened the executive, it would have known that, in the 1970s, he had been discharged from the military for suspected homosexual activity1 and that, in the late 1980s or early 1990s, he had been apprehended in Germany for driving under the influence. An 18-year-old man was in the car with him at the time. Also, BAC did not heed warning signs that occurred during the executive’s tenure, negligently retaining him. It had been told that the executive positioned himself in the boy’s locker room of a swimming pool complex so as to see the boys changing. The executive interacted with the victim between 2001 and 2006, beginning when the victim was 10 years old. During that time, the executive exploited his leadership role to gain the victim’s trust, admiration, and obedience. The two saw each other at all major scouting events. The executive spoke with the victim and his mother at these events. The executive [**31] took a special interest in the victim, encouraging him to apply for a foreign exchange program. The executive visited the victim’s home to speak with his mother about it. He also agreed to pay for the victim to attend modeling school, though the victim’s mother ultimately decided against it. In March 2006, the executive retired. He no longer held a position with BAC. Three months later, in June or July 2006, the executive invited the victim to go to an event in Michigan with him. The two would share a hotel room, with no one else. The mother agreed to the trip, because she had known the executive for several years, she knew him to be a scout leader, and she trusted him. While on the trip, the executive sexually assaulted the victim.
[*P52] The trial court granted summary judgment to BAC. It explained that, as a matter of law, BAC could not have committed the tort of negligent hiring and retention, because BAC no longer employed the executive when the executive inflicted the injuries for which plaintiff sought relief.
[*P53] This court affirmed. We noted that there was no authority in Illinois for holding an employer liable for posttermination acts. Boy Scouts, 2014 IL App (2d) 130121, ¶ 41. We acknowledged that other jurisdictions were [**32] split on the question of liability for posttermination acts, but we declined to make a definitive statement absent a full briefing. Id. ¶¶ 41, 42. Nevertheless, we appreciated the logic and practicality of deeming an employee’s termination a cutoff for employer liability. Id. ¶ 41. And, we observed:
“The law of negligent hiring and retention in this state appears to afford little scope for liability for posttermination acts of employees. We consider first the following representative statement of the tort: ‘Liability for negligent hiring arises only when a particular unfitness of an applicant creates a danger of harm to a third person which the employer knew, or should have known, when he hired and placed this applicant in employment where he could injure others.’ [Citation.] This language suggests that the purpose of the tort is to prevent injuries that occur during the term of employment and, consequently, suggests that the employer’s duty of care does not extend beyond the cessation of employment.” Id. ¶ 42.
[*P54] We distinguished acts occurring posttermination from acts occurring outside the scope of employment. An employer may be liable for out-of-the-scope acts, but only where the employee [**33] is on the employer’s premises, using the chattel of the employer, or the employer has reason to know of the need and opportunity for exercising control over the employee. Id. ¶ 43. Where no authority exists for posttermination liability, and where out-of-scope liability is extremely limited, Illinois law and policy has demonstrated a rigorous standard of proximate causation in the context of negligent hiring and retention cases. Id. “Under this strict concept of causation, if the injury occurs—as here—after the actor’s employment has ended, then a fortiori the injury cannot be connected to that employment.” Id. We summarized that “what plaintiff seeks is a broadening of liability as currently recognized by Illinois law.” Id. ¶ 51.
[*P55] As in Boy Scouts of America, plaintiff here is asking this court to expand Illinois law on negligent hiring and retention. We decline to do so. Plaintiff has not cited one case where the accident, wrongful act, or injury occurred posttermination. This case is different than a scenario where a contractor’s incompetent workmanship resulted in a construction failure post-job, such as a cornice falling off of a building and onto a pedestrian. See, e.g., Carney, 2016 IL 118984, ¶ 79 (discussing [**34] the Restatement (Second) of Torts § 411). In that example, the work itself was not performed in a manner so as to reasonably protect third parties from harm. Here, the work itself, delivering the cucumbers, was performed without incident. Rather, it was the worker, not the work, who went on, posttermination, to injure a third party. Illinois does not have a policy of making those who select independent contractors become insurers for the independent, posttermination actions of those contractors.
[*P56] We reject plaintiff’s theory that the accident did not occur posttermination, because E.G.G. continued to perform on its contract with M&G on the return leg of the trip. Plaintiff again cites to St. Paul for the proposition that, in the trucking industry, an assignment to haul a load does not end until the driver reaches his home base or is assigned a new job. Again, St. Paul is not applicable. St. Paul sought to define terms set forth in an insurance contract. That issue is inapposite to the instant case. More to the point, here, the contract terminated upon completion of the contracted-for task, the delivery of the cucumbers. After the delivery, E.G.G. had no remaining obligations to M&G. Postdelivery meant posttermination. [**35]
[*P57] We also reject plaintiff’s alternate theory that, even if the accident occurred posttermination, the negligent acts—driving too many hours so as to become fatigued—occurred pre-delivery while E.G.G. performed on its contract with M&G. Still, we find this case analogous to Boy Scouts of America. In that case, the executive engaged in acts, such as grooming, while employed that created a condition for the wrongful act of molestation. However, he committed the wrongful act of molestation that caused the injury posttermination. Here, even if we assume the independent contractor became fatigued while completing his contract for M&G, he committed the wrongful acts—failing to stop at a red light, failing to keep reasonably careful lookout for other vehicles, failing to decrease speed, and driving too fast for conditions—posttermination.
[*P58] We now turn to Count IV, negligent hiring against Texana. We first note that plaintiff is unable to point to any evidence that supports that Texana hired E.G.G. Plaintiff’s expert, Morgan, opined only that M&G was negligent in selecting E.G.G., and Morgan did not offer any opinion as to Texana. In fact, plaintiff concedes: “While plaintiff agrees that the [**36] preponderance of the evidence does indicate that M&G hired E.G.G., M&G itself denies this. Consequently, [whether Texana hired E.G.G.] is a material fact that is in dispute and should be resolved by a jury, not on summary judgment.” Plaintiff also states that one person at M&G, Gonzalez, had an ownership interest in Texana four years prior to the accident. These observations are mere conjecture on plaintiff’s part. Mere speculation, conjecture, or guess is insufficient to withstand summary judgment. Lewis v. Chica Trucking, Inc., 409 Ill. App. 3d 240, 251, 948 N.E.2d 260, 350 Ill. Dec. 191 (2011). Plaintiff failed to raise a genuine issue as to whether Texana hired E.G.G. And, even if Texana had selected E.G.G. to haul the load, the negligent acts would have occurred posttermination.

[*P59] III. CONCLUSION
[*P60] Summary judgment is a drastic remedy to be awarded only where the right of the movant is clear and free from doubt. Petrovich v. Share Health Plan of Illinois, Inc., 188 Ill. 2d 17, 31, 719 N.E.2d 756, 241 Ill. Dec. 627 (1999). Here, however, it is warranted. There was no agency or hiring relationship between the parties at the time of E.G.G./Vela’s alleged negligent acts. E.G.G. was not on M&G’s premises, using M&G’s equipment, or acting under the direction of M&G. E.G.G. had completed its contracted-for work at the time of the accident. M&G and Texana were rightfully granted summary judgment [**37] in this suit. Plaintiff has entered into settlements with other involved parties, such as the construction companies, and its case against E.G.G. remains pending. For the reasons stated, we affirm the trial court’s grant of summary judgment to M&G and Texana.
[*P61] Affirmed.

SPERL v. HENRY

2018 IL 123132
NOTICE: THIS OPINION HAS NOT BEEN RELEASED FOR PUBLICATION IN THE PERMANENT LAW REPORTS. UNTIL RELEASED, IT IS SUBJECT TO REVISION OR WITHDRAWAL.
Supreme Court of Illinois.
Susan D. SPERL
v.
DeAn HENRY et al. (C.H. Robinson Company et al., Appellants, v. Toad L. Dragonfly Express, Inc., Appellee).
(Docket No. 123132)
|
Opinion filed November 29, 2018
Synopsis
Background: Victims of multiple-vehicle accident brought separate actions against motor carrier, freight broker, and truck driver for wrongful death, survival, and personal injuries based on driver’s negligence. The actions were consolidated for a jury trial and the Circuit Court entered judgment for victims. Broker appealed and the judgment was affirmed, 408 Ill.App.3d 1051, 349 Ill.Dec. 269, 946 N.E.2d 463. After paying the judgments, broker filed an amended consolidated cross-claim against motor carrier for contribution under the Contribution Act. The Circuit Court, Will County, John Anderson and Michael J. Powers, JJ., entered judgment for broker for one-half of the amount paid to victims. Motor carrier appealed. The Appellate Court, 419 Ill.Dec. 162, 92 N.E.3d 573, reversed. Broker’s petition for leave to appeal was allowed.

Holdings: The Supreme Court, Kilbride, J., held that:

[1] the Contribution Act applied to entitle broker to contribution for one-half of judgments;

[2] motor carrier did not admit to direct negligence, and thus broker was not entitled to greater level of contribution; and

[3] federal regulation did not entitle broker to greater level of contribution.

Judgment of the Appellate Court reversed; judgment of the Circuit Court affirmed.

West Headnotes (18)

[1]
Contribution
Automobile cases

Contribution Act applied to entitle freight broker to contribution against motor carrier for one-half of total amount of judgments broker paid to victims of motor-vehicle accident caused by truck driver, who was acting as agent for both broker and carrier; even though neither broker nor carrier were at fault in fact, but rather both were vicariously liable, broker and carrier were principals of same agent who caused injuries, were both subject to liability in tort, and had equal relative culpability. 740 Ill. Comp. Stat. Ann. 100/2(a, b), 100/3.
Cases that cite this headnote

[2]
Statutes
Intent

The fundamental objective of statutory construction is to ascertain and give effect to the intent of the legislature.
Cases that cite this headnote

[3]
Statutes
Language and intent, will, purpose, or policy
Statutes
Plain Language;  Plain, Ordinary, or Common Meaning

The most reliable indicator of legislative intent is the statutory language, given its plain and ordinary meaning.
Cases that cite this headnote

[4]
Statutes
Purpose
Statutes
Construction in View of Effects, Consequences, or Results

In addition to the statutory language, a court may also consider the reason for the statute, the problems it seeks to remedy, the purposes to be achieved, and the consequences of interpreting the statute one way or another.
Cases that cite this headnote

[5]
Appeal and Error
Statutory or legislative law

The construction of a statute is a question of law subject to de novo review.
Cases that cite this headnote

[6]
Principal and Agent
Rights and liabilities of principal

In cases of vicarious liability in a quasi-contractual context, liability is imposed upon a blameless principal derivatively through an agent’s conduct.
Cases that cite this headnote

[7]
Contribution
Persons not in pari delicto;  active and passive wrongdoers

In cases of vicarious liability, a blameless principal simply cannot be one of the “other tortfeasors” to which the Contribution Act refers. 740 Ill. Comp. Stat. Ann. 100/3.
Cases that cite this headnote

[8]
Principal and Agent
Rights and liabilities of principal

Under the doctrine of respondeat superior, an agent’s wrongful conduct may be imputed to the principal; the principal’s liability is entirely derivative.
Cases that cite this headnote

[9]
Contribution
Persons not in pari delicto;  active and passive wrongdoers

Vicariously liable defendants are included within the scope of the Contribution Act. 740 Ill. Comp. Stat. Ann. 100/2(a).
Cases that cite this headnote

[10]
Contribution
Measure of contribution

A party’s pro rata share of a common liability under the Contribution Act is based on his relative fault, as measured by the extent his acts or omissions, whatever their nature, proximately caused the injury. 740 Ill. Comp. Stat. Ann. 100/2(b), 100/3.
Cases that cite this headnote

[11]
Contribution
Joint Wrongdoers

Contribution is not a recovery for a tort, but the enforcement of an equitable duty to share a common liability.
Cases that cite this headnote

[12]
Contribution
Common liability

The phrase “relative culpability” in the Contribution Act requires a comparison of fault between two or more persons subject to liability in tort. 740 Ill. Comp. Stat. Ann. 100/3.
Cases that cite this headnote

[13]
Evidence
Judicial Admissions

Motor carrier did not admit direct negligence during underlying trial, and thus freight broker was not entitled to greater level of contribution from carrier for judgments that broker paid to victims of motor-vehicle accident caused by truck driver, who was acting as agent for both broker and carrier, despite contention that carrier’s statements constituted judicial admissions; carrier’s statements about negligence were not assertions of concrete facts, but were in nature of conclusions of law, carrier did not admit any independent act or omission that would have supported direct negligence claim, and carrier only admitted vicarious liability based on agency relationship.
Cases that cite this headnote

[14]
Evidence
Judicial Admissions

“Judicial admissions” are deliberate, clear, unequivocal statements by a party about a concrete fact within that party’s knowledge.
Cases that cite this headnote

[15]
Evidence
Admissions of law

A party is not bound by admissions regarding conclusions of law because the courts determine the legal effect of the facts adduced.
Cases that cite this headnote

[16]
Negligence
Necessity and Existence of Duty
Negligence
Duty as question of fact or law generally

A negligence claim requires proof of a duty owed by the defendant to the plaintiff, and the existence of a duty is a question of law for the court to decide.
Cases that cite this headnote

[17]
Labor and Employment
Joint and several liability

In vicarious liability actions, the liability of the master and servant for the acts of the servant is deemed that of one tortfeasor and is a consolidated or unified one.
Cases that cite this headnote

[18]
Contribution
Automobile cases

Federal regulation governing interstate motor carrier leases did not support conclusion that motor carrier was directly negligent, rather than vicariously liable for truck driver’s negligence in causing motor-vehicle accident, and thus freight broker, which was also vicariously liable for driver’s negligence, was not entitled to greater level of contribution from carrier for judgments it paid to victims of accident; regulation made carrier lessee vicariously liable for injuries to third party caused by operation of leased vehicle, but did not make carrier directly liable. 49 C.F.R. § 376.12(c)(1).
Cases that cite this headnote

OPINION
JUSTICE KILBRIDE delivered the judgment of the court, with opinion.
*1 ¶ 1 In this case, we consider whether a vicariously liable defendant has a right of contribution against another vicariously liable defendant when their common liability arises from the negligent conduct of the same agent. We hold that the Joint Tortfeasor Contribution Act (Contribution Act or Act) (740 ILCS 100/0.01 et seq. (West 2012) ) provides a right of contribution in the specific circumstances presented here. Accordingly, we reverse the appellate court’s judgment.

¶ 2 I. BACKGROUND
¶ 3 This is a contribution action between two vicariously liable defendants, C.H. Robinson Company and other related corporations (CHR) and Toad L. Dragonfly Express, Inc. (Dragonfly), arising out of a multiple-vehicle accident. CHR is a logistics company and freight broker that contracts with licensed motor carriers to transport goods for its customers. CHR entered into a contract with Jewel Food Stores to purchase, store, and arrange for transportation of produce to Jewel stores. At that time, DeAn Henry owned a semi-tractor that she leased to Dragonfly, a federally licensed motor carrier.

¶ 4 Henry was allowed to use Dragonfly’s carrier authority to book and deliver loads. She, therefore, contacted CHR and agreed to deliver a load of potatoes from Idaho to CHR’s Bolingbrook, Illinois, warehouse for repackaging and shipment to Jewel stores. In the course of delivering the potatoes, Henry was driving the tractor-trailer northbound on Interstate 55. As she approached Plainfield, Illinois, Henry noticed that the vehicles ahead of her were stopped, but she was unable to stop her tractor-trailer in time and ran over several vehicles. Joseph Sperl and Thomas Sanders died, and William Taluc was seriously injured in the collision.

¶ 5 Susan Sperl, individually and as executor of the estate of Joseph Sperl; Annette Sanders, individually and as administrator of the estate of Thomas Sanders; and William and Skye Taluc filed separate lawsuits against Henry, Dragonfly, and CHR for wrongful death, survival, and personal injuries based on Henry’s negligent operation of the truck. The separate actions were later consolidated for trial. Henry admitted negligence and liability. Dragonfly admitted liability and a “united” negligence with Henry. CHR denied liability and filed a claim for contribution against Henry and Dragonfly.

¶ 6 At trial, CHR argued it could not be held vicariously liable for Henry’s negligence under the doctrine of respondeat superior because the evidence was insufficient to establish an agency relationship. During the jury instruction conference, CHR’s contribution claim was severed from the wrongful death, survival, and personal injury actions. CHR submitted a proposed verdict form asking the jury to allocate fault between Henry, Dragonfly, and CHR under section 2-1117 of the Code of Civil Procedure (735 ILCS 5/2-1117 (West 2008) ), but the trial court rejected that proposed verdict form.

¶ 7 The jury returned a verdict for each of the plaintiffs and specifically found that Henry was CHR’s agent at the time of the accident. CHR was, therefore, vicariously liable for the plaintiffs’ injuries under the doctrine of respondeat superior. The jury awarded damages in the three consolidated actions totaling $23,775,000, jointly and severally, against Henry, CHR, and Dragonfly.

*2 ¶ 8 On appeal, CHR contended that the evidence did not support the jury’s finding of an agency relationship between CHR and Henry. CHR also argued that the trial court erred in refusing its proposed verdict form asking the jury to allocate fault between Henry, Dragonfly, and CHR. The appellate court held that several of the factors for determining whether an agency relationship exists, including the two most pivotal ones, indicated that Henry was acting as CHR’s agent when the accident occurred. Accordingly, the jury’s finding that CHR had an agency relationship with Henry was not against the manifest weight of the evidence. Sperl v. C.H. Robinson Worldwide, Inc., 408 Ill. App. 3d 1051, 1056-60, 349 Ill.Dec. 269, 946 N.E.2d 463 (2011).

¶ 9 In rejecting CHR’s claim that Henry and Dragonfly should have been included on the verdict form for allocating fault under section 2-1117 of the Code of Civil Procedure, the appellate court noted that section 2-1117 does not apply if liability among the tortfeasors cannot be apportioned. CHR’s liability could not be apportioned between it and Henry because CHR’s liability was based entirely upon the doctrine of respondeat superior rather than its own negligence. In those circumstances, a basis exists for indemnity but not for apportioning damages between the principal and the agent. Sperl, 408 Ill. App. 3d at 1060, 349 Ill.Dec. 269, 946 N.E.2d 463 (citing American National Bank & Trust Co. v. Columbus-Cuneo-Cabrini Medical Center, 154 Ill. 2d 347, 353, 181 Ill.Dec. 917, 609 N.E.2d 285 (1992) ). CHR’s liability could also not be apportioned with Dragonfly because the agency relationship made CHR entirely liable for Henry’s negligent conduct. The appellate court observed in passing that CHR may potentially seek contribution from Dragonfly but held that the trial court properly denied the proposed verdict form seeking to allocate fault. Sperl, 408 Ill. App. 3d at 1061, 349 Ill.Dec. 269, 946 N.E.2d 463. Accordingly, the trial court’s judgment was affirmed. Sperl, 408 Ill. App. 3d at 1061, 349 Ill.Dec. 269, 946 N.E.2d 463.

¶ 10 CHR paid the judgments in full, totaling more than $28 million, including postjudgment interest. Each plaintiff executed a satisfaction of judgment stating that he or she had “received full satisfaction and payment from [CHR],” including accrued interest, and requested the clerk of court to “cancel and discharge the judgment.”

¶ 11 CHR then obtained leave of the trial court to file the amended consolidated cross-claim for contribution against Dragonfly at issue in this appeal. In count I, CHR alleged it was not at fault but Dragonfly was negligent in several respects. CHR asserted that it had paid more than its pro rata share of the common liability and was entitled to contribution from Dragonfly under sections 2 and 3 of the Contribution Act. (740 ILCS 100/2, 3 (West 2010) ). CHR asked the trial court to award it contribution based on the court’s determination of Dragonfly’s fault. In count II, CHR alleged that Henry, Dragonfly, and CHR were found jointly and severally liable but Henry’s share of the liability was “substantially uncollectable.” CHR and Dragonfly later stipulated that “Henry has no personal assets, and never had personal assets, from which any judgment against her could have been collected.” CHR alleged that it and Dragonfly were required to share Henry’s uncollectable portion of the liability. CHR, therefore, asked the trial court to determine the uncollectable share of the judgments based on Henry’s fault and to award CHR contribution against Dragonfly accordingly. In count III, CHR asserted that it had a right to contribution, even if Dragonfly’s liability was vicarious, because the parties would be equally liable in those circumstances but CHR paid the entire amount of the judgments. CHR alleged that “[i]n the absence of requiring contribution by Dragonfly, a serious injustice will occur.” CHR, therefore, asked the trial court to determine whether Dragonfly’s liability was vicarious and to award contribution based on that finding.

*3 ¶ 12 After the trial court denied Dragonfly’s motion to dismiss, CHR asked the court to re-empanel the original jury to resolve its cross-claim for contribution. The trial court denied that request, noting that CHR failed to object to dismissal of the jury following the trial or to alert the trial court of the need to keep the jury for consideration of the contribution claim. The trial court also observed that the jurors most likely would not have sufficient memory of the evidence to consider the contribution claim because the verdicts were entered over four years previously. Following that ruling, the parties agreed to submit trial briefs on the issues, including references to the trial record. The trial court agreed that a trial on the briefs using the record from the underlying trial “was the best of several imperfect alternatives.”

¶ 13 Based on the parties’ briefs and the record of the underlying trial, the trial court ruled that “CHR and Dragonfly engaged in conduct that equally contributed to the cause of the accident at issue.” The court found that CHR exercised significant control over Henry and her operation of the truck and Henry was acting, at least in part, as Dragonfly’s agent at the time of the accident. On count I of the cross-claim, the trial court, therefore, concluded that CHR and Dragonfly were “equally at fault * * * and should be equally responsible for damages awarded by the jury.” Based on that ruling, the trial court found it was unnecessary to address counts II and III of the cross-claim. The trial court later entered judgment for CHR on count I of its cross-claim for contribution in the amount of $14,326,665.54, constituting one-half of the total amount paid by CHR to the three plaintiffs.

¶ 14 On appeal, Dragonfly argued that the Contribution Act applies only when there is a basis for comparing the fault of joint tortfeasors and one of them has paid more than its share of the judgment based on its relative culpability. Dragonfly contended there was no basis for comparing the relative fault of the parties in this case because CHR and Dragonfly were found liable only vicariously, meaning that neither party was “at fault.” Further, CHR did not pay more than its pro rata share of liability because CHR and Dragonfly were each 100% liable for Henry’s negligent operation of the truck. 2017 IL App (3d) 150097, ¶ 26, 419 Ill.Dec. 162, 92 N.E.3d 573.

¶ 15 The appellate court agreed, explaining that when a principal is held vicariously liable for the conduct of its agent, the principal is not “ ‘at fault in fact,’ ” but is considered “ ‘blameless.’ ” 2017 IL App (3d) 150097, ¶ 28, 419 Ill.Dec. 162, 92 N.E.3d 573 (citing American National Bank, 154 Ill. 2d at 354, 181 Ill.Dec. 917, 609 N.E.2d 285). In this case, both CHR and Dragonfly were found liable only vicariously. Neither party was found to be at fault in fact. 2017 IL App (3d) 150097, ¶ 29, 419 Ill.Dec. 162, 92 N.E.3d 573. The parties were, therefore, in an identical position, and both were 100% liable for Henry’s negligence by operation of law. 2017 IL App (3d) 150097, ¶ 29, 419 Ill.Dec. 162, 92 N.E.3d 573. The appellate court concluded that the Contribution Act did not provide a remedy because both Dragonfly and CHR were “blameless” for contribution purposes and there was no basis for comparing their respective fault, as required by the Act. Further, neither party would pay more than its pro rata share of the common liability even if it paid the entire judgment because each party was 100% liable for the damages caused by Henry. 2017 IL App (3d) 150097, ¶ 29, 419 Ill.Dec. 162, 92 N.E.3d 573. Accordingly, the appellate court reversed the trial court’s judgment awarding contribution to CHR and remanded to the trial court for further proceedings. 2017 IL App (3d) 150097, ¶ 61, 419 Ill.Dec. 162, 92 N.E.3d 573.

¶ 16 Justice Schmidt dissented, asserting that “[t]he majority’s hypertechnical construction of the Act leads to an absurd and unjust result certainly not intended by the legislature.” 2017 IL App (3d) 150097, ¶ 64, 419 Ill.Dec. 162, 92 N.E.3d 573 (Schmidt, J., dissenting). Because both CHR and Dragonfly were “blameless when it comes to fault in fact,” they were equally responsible or culpable for contribution purposes and should share liability equally. 2017 IL App (3d) 150097, ¶ 68, 419 Ill.Dec. 162, 92 N.E.3d 573 (Schmidt, J., dissenting). Justice Schmidt concluded that this interpretation of the Contribution Act served its purposes of equitably apportioning damages among defendants and encouraging settlements. 2017 IL App (3d) 150097, ¶ 70, 419 Ill.Dec. 162, 92 N.E.3d 573 (Schmidt, J., dissenting).

*4 ¶ 17 We allowed CHR’s petition for leave to appeal (Ill. S. Ct. R. 315 (eff. Nov. 1, 2017) ).

¶ 18 II. ANALYSIS
¶ 19 On appeal to this court, CHR contends that (1) a right of contribution exists between it and Dragonfly, as vicariously liable defendants, both under the Contribution Act and as a matter of equity; (2) it is entitled to contribution based on several judicial admissions of direct negligence by Dragonfly during the underlying trial; and (3) it is entitled to contribution based on a federal regulation supporting a finding that Dragonfly was negligent. We address CHR’s arguments in turn.

¶ 20 A. Contribution Between Vicariously Liable Defendants
[1]¶ 21 CHR contends the Contribution Act applies when, as here, a vicariously liable defendant has paid more than its share of a common liability relative to another vicariously liable defendant. CHR maintains that allowing contribution in these circumstances furthers the Contribution Act’s purposes of encouraging settlements and equitably apportioning damages.

¶ 22 Dragonfly responds that the Contribution Act applies only to tortfeasors at fault in fact. A vicariously liable defendant is not at fault in fact but is considered blameless. Additionally, CHR is 100% liable for the judgments as a result of its principal-agent relationship with Henry, and therefore, it could never pay more than its pro rata share of the common liability. Dragonfly concludes that CHR does not have a right of contribution in this case under the plain language of the Contribution Act.

[2] [3] [4] [5]¶ 23 This case presents an issue of statutory construction. The fundamental objective of statutory construction is to ascertain and give effect to the intent of the legislature. Moon v. Rhode, 2016 IL 119572, ¶ 22, 409 Ill.Dec. 8, 67 N.E.3d 220. The most reliable indicator of legislative intent is the statutory language, given its plain and ordinary meaning. Bank of New York Mellon v. Laskowski, 2018 IL 121995, ¶ 12, 423 Ill.Dec. 56, 104 N.E.3d 1145. A court may also consider the reason for the statute, the problems it seeks to remedy, the purposes to be achieved, and the consequences of interpreting the statute one way or another. Murphy-Hylton v. Lieberman Management Services, Inc., 2016 IL 120394, ¶ 25, 410 Ill.Dec. 937, 72 N.E.3d 323. The construction of a statute is a question of law subject to de novo review. Bueker v. Madison County, 2016 IL 120024, ¶ 13, 410 Ill.Dec. 883, 72 N.E.3d 269.

¶ 24 The Contribution Act codified this court’s decision in Skinner v. Reed-Prentice Division Package Machinery Co., 70 Ill. 2d 1, 15 Ill.Dec. 829, 374 N.E.2d 437 (1977), and created a right of contribution among joint tortfeasors. BHI Corp. v. Litgen Concrete Cutting & Coring Co., 214 Ill. 2d 356, 363, 292 Ill.Dec. 906, 827 N.E.2d 435 (2005). The Act provides, in pertinent part:
Ҥ 2. Right of Contribution. (a) Except as otherwise provided in this Act, where 2 or more persons are subject to liability in tort arising out of the same injury to person or property, or the same wrongful death, there is a right of contribution among them, even though judgment has not been entered against any or all of them.
(b) The right of contribution exists only in favor of a tortfeasor who has paid more than his pro rata share of the common liability, and his total recovery is limited to the amount paid by him in excess of his pro rata share. No tortfeasor is liable to make contribution beyond his own pro rata share of the common liability.” 740 ILCS 100/2(a), (b) (West 2012).
*5 “§ 3. Amount of Contribution. The pro rata share of each tortfeasor shall be determined in accordance with his relative culpability. However, no person shall be required to contribute to one seeking contribution an amount greater than his pro rata share unless the obligation of one or more of the joint tortfeasors is uncollectable. In that event, the remaining tortfeasors shall share the unpaid portions of the uncollectable obligation in accordance with their pro rata liability.” 740 ILCS 100/3 (West 2012).

¶ 25 In this case, CHR and Dragonfly are “subject to liability in tort arising out of the same injury to person or property, or the same wrongful death.” See 740 ILCS 100/2(a) (West 2012). The plain language of section 2(a) of the Contribution Act, therefore, appears to provide a right of contribution between CHR and Dragonfly in these circumstances. Dragonfly argues, however, that sections 2(b) and 3 of the Act, together with this court’s case law, clarify that the Act applies only to tortfeasors at fault in fact. Dragonfly maintains that vicariously liable defendants are not at fault in fact and, therefore, it is not possible to assess their relative culpability as required by section 3 of the Act.

[6] [7]¶ 26 Dragonfly’s argument relies heavily on this court’s decision in American National Bank. There, this court considered whether the Contribution Act effectively abolished actions for common-law implied indemnity when a principal is vicariously liable for the conduct of an agent. American National Bank, 154 Ill. 2d at 348, 181 Ill.Dec. 917, 609 N.E.2d 285. In cases of vicarious liability in a quasi-contractual context, liability is imposed upon a blameless principal derivatively through an agent’s conduct. American National Bank, 154 Ill. 2d at 351, 181 Ill.Dec. 917, 609 N.E.2d 285. The agent is at fault in fact for the plaintiff’s injuries, and the principal is considered blameless. American National Bank, 154 Ill. 2d at 354, 181 Ill.Dec. 917, 609 N.E.2d 285. The Contribution Act, however, is “premised on fault-based considerations.” American National Bank, 154 Ill. 2d at 353, 181 Ill.Dec. 917, 609 N.E.2d 285. Under section 3 of the Act, a tortfeasor’s “pro rata share” of a common liability is determined based on “his relative culpability.” American National Bank, 154 Ill. 2d at 353, 181 Ill.Dec. 917, 609 N.E.2d 285. This court, therefore, stated the Act “is addressed only to the relative culpability of tortfeasors at fault in fact.” American National Bank, 154 Ill. 2d at 354, 181 Ill.Dec. 917, 609 N.E.2d 285. Accordingly, in cases of vicarious liability, the blameless principal “simply cannot be one of the ‘other tortfeasors’ to which section 3 of the Contribution Act refers.” American National Bank, 154 Ill. 2d at 354, 181 Ill.Dec. 917, 609 N.E.2d 285. This court concluded that vicarious liability only provides a basis for indemnity, not for apportionment of damages, between the principal and the agent. American National Bank, 154 Ill. 2d at 354, 181 Ill.Dec. 917, 609 N.E.2d 285.

[8]¶ 27 While we acknowledge that certain statements in American National Bank support Dragonfly’s argument, the issue in that case involved consideration of the principal-agent relationship when the principal becomes vicariously liable as a result of the agent’s conduct. American National Bank, 154 Ill. 2d at 354, 181 Ill.Dec. 917, 609 N.E.2d 285. Under the doctrine of respondeat superior, an agent’s wrongful conduct may be imputed to the principal. The principal’s liability is “entirely derivative.” Moy v. County of Cook, 159 Ill. 2d 519, 524, 203 Ill.Dec. 776, 640 N.E.2d 926 (1994). The relative culpability of the principal and the agent in the context of vicarious liability was central to the decision in American National Bank. This case presents different circumstances. Here, we are concerned with determining whether the Contribution Act applies to apportion a common liability between two principals, both vicariously liable for the negligence of the same agent.

*6 ¶ 28 Prior to concluding the opinion in American National Bank, this court stated that “settlements between the principal and the plaintiff merit different consideration. [Citation.] Such a settlement has the effect of creating, in the blameless principal, an interest indistinguishable from the contribution interests of the ‘other tortfeasors’ at fault in fact. [Citation.] The Contribution Act should therefore apply.” American National Bank, 154 Ill. 2d at 355, 181 Ill.Dec. 917, 609 N.E.2d 285. This court, therefore, acknowledged that different circumstances may warrant a different analysis under the Contribution Act.

[9]¶ 29 We believe this is a case that merits different consideration for several reasons. As previously noted, the Act provides a right of contribution among two or more persons “subject to liability in tort arising out of the same injury to person or property, or the same wrongful death.” 740 ILCS 100/2(a) (West 2012). The plain language of section 2(a) does not expressly exclude vicariously liable defendants from the scope of the Act. Although the Act refers to “tortfeasor[s]” in subsequent provisions, that term is defined for the purposes of the Contribution Act in section 2(a) as a person “subject to liability in tort arising out of the same injury to person or property, or the same wrongful death.” 740 ILCS 100/2(a) (West 2012). Section 2(a) only requires the parties to the contribution action to “be potentially capable of being held liable to the plaintiff in a court of law or equity.” Vroegh v. J & M Forklift, 165 Ill. 2d 523, 529, 209 Ill.Dec. 193, 651 N.E.2d 121 (1995). Vicariously liable defendants are, therefore, included within the scope of the Act under the plain language of section 2(a).

[10] [11] [12]¶ 30 Dragonfly’s argument that the Contribution Act applies only to tortfeasors at fault in fact is based on the language in sections 2(b) and 3. Section 2(b) provides for a right of contribution when a defendant has paid more than its pro rata share of a common liability. 740 ILCS 100/2(b) (West 2012); BHI Corp., 214 Ill. 2d at 363, 292 Ill.Dec. 906, 827 N.E.2d 435. Section 3 of the Act provides that each tortfeasor’s “pro rata share” of a common liability is determined based on “his relative culpability.” 740 ILCS 100/3 (West 2012); American National Bank, 154 Ill. 2d at 353, 181 Ill.Dec. 917, 609 N.E.2d 285. A party’s pro rata share is based on his relative fault, as measured by the extent “his acts or omissions, whatever their nature, proximately caused the injury.” Heinrich v. Peabody International Corp., 99 Ill. 2d 344, 349, 76 Ill.Dec. 800, 459 N.E.2d 935 (1984). Contribution is not a recovery for the tort, however, but the enforcement of an equitable duty to share a common liability. Doyle v. Rhodes, 101 Ill. 2d 1, 14, 77 Ill.Dec. 759, 461 N.E.2d 382 (1984). The phrase “relative culpability,” therefore, requires a comparison of fault between two or more persons subject to liability in tort.

¶ 31 Dragonfly contends that fault cannot be apportioned in this case because both CHR and Dragonfly are blameless principals and are not at fault in fact. In this case, however, CHR and Dragonfly are both subject to liability in tort, and their relative culpability is equal. They are both principals of the same agent who caused the injuries. Dragonfly acknowledges the “share of each is identical.” The trial court found CHR and Dragonfly were “equally at fault,” and the appellate court agreed that the parties were both found liable only vicariously and that they “stand[ ] in the identical position.” 2017 IL App (3d) 150097, ¶ 29, 419 Ill.Dec. 162, 92 N.E.3d 573. Given the specific circumstances of this case, we see no reason why the relative culpability of CHR and Dragonfly cannot be compared. Their relative culpability is equal given their identical positions. Accordingly, under section 3 of the Act, the pro rata share of the common liability for both CHR and Dragonfly is 50%. See 740 ILCS 100/3 (West 2012).

*7 ¶ 32 Although we conclude that CHR is entitled to contribution under the plain language of the Contribution Act, we further note that allowing contribution in these circumstances promotes the purposes of the Act. This court has frequently observed that “ ‘the Contribution Act seeks to promote two important public policies—the encouragement of settlements and the equitable apportionment of damages among tortfeasors.’ ” Antonicelli v. Rodriguez, 2018 IL 121943, ¶ 13, 423 Ill.Dec. 122, 104 N.E.3d 1211 (quoting Johnson v. United Airlines, 203 Ill. 2d 121, 135, 271 Ill.Dec. 258, 784 N.E.2d 812 (2003), citing Dubina v. Mesirow Realty Development, Inc., 197 Ill. 2d 185, 193-94, 258 Ill.Dec. 562, 756 N.E.2d 836 (2001), and In re Guardianship of Babb, 162 Ill. 2d 153, 171, 205 Ill.Dec. 78, 642 N.E.2d 1195 (1994) ). The right of contribution obviously furthers the interest in equitable apportionment of damages in this case given that CHR and Dragonfly share equal relative culpability. Additionally, as the appellate dissent recognized, denying contribution here would reduce the incentive for a principal to pay the judgment quickly or to settle a case because the principal would not have an opportunity to seek contribution from another vicariously liable defendant. 2017 IL App (3d) 150097, ¶ 70, 419 Ill.Dec. 162, 92 N.E.3d 573 (Schmidt, J., dissenting). Accordingly, the purposes of the Contribution Act would be undermined, not served, if CHR were denied contribution in these circumstances.

¶ 33 We, therefore, conclude that the Contribution Act applies to the specific circumstances of this case involving two principals vicariously liable for the negligence of a common agent. Here, the pro rata share of the common liability for both CHR and Dragonfly is 50%. Accordingly, the trial court did not err in awarding CHR contribution against Dragonfly for one-half of the total amount of the judgments.

¶ 34 B. Judicial Admissions
[13]¶ 35 CHR also argues that Dragonfly admitted its own negligence during the underlying trial. Based on those judicial admissions, CHR contends it is entitled to a greater level of contribution given the difference in culpability between it as a vicariously liable defendant and Dragonfly as a negligent tortfeasor. In support of this argument, CHR lists the following statements made by Dragonfly’s attorneys and owner at trial: (1) during opening statements, joint counsel for DeAn Henry and Dragonfly stated, “my clients have admitted their negligence”; (2) Dragonfly’s owner agreed on cross-examination that she “conceded [her] negligence”; (3) joint counsel argued Henry and Dragonfly should be listed together on the verdict forms because they made “the same admission of negligence and liability” and “there’s been a united negligence admission and liability”; (4) in response to a statement from the trial court, joint counsel agreed that he had “admitted all the negligence * * * as to plaintiffs’ claim”; (5) during closing argument, joint counsel stated his clients wished they “could turn back the hands of time and correct their omissions, their mistakes, their actions”; and (6) counsel consented to jury instructions stating Henry and Dragonfly “admit[ted] that they were negligent and that their negligence was a proximate cause of injuries to the plaintiffs.” According to CHR, those statements are judicial admissions of Dragonfly’s own negligence rather than an acknowledgement of its vicarious liability for Henry’s conduct.

[14] [15] [16]¶ 36 We disagree. Dragonfly’s statements admitting “negligence” do not constitute judicial admissions. “Judicial admissions are ‘deliberate, clear, unequivocal statements by a party about a concrete fact within that party’s knowledge.’ ” JPMorgan Chase Bank, N.A. v. Earth Foods, Inc., 238 Ill. 2d 455, 475, 345 Ill.Dec. 644, 939 N.E.2d 487 (2010) (quoting In re Estate of Rennick, 181 Ill. 2d 395, 406, 229 Ill.Dec. 939, 692 N.E.2d 1150 (1998) ). “ ‘[A] party is not bound by admissions regarding conclusions of law because the courts determine the legal effect of the facts adduced.’ ” Better Government Ass’n v. Illinois High School Ass’n, 2017 IL 121124, ¶ 47, 417 Ill.Dec. 728, 89 N.E.3d 376 (quoting JPMorgan Chase Bank, 238 Ill. 2d at 475, 345 Ill.Dec. 644, 939 N.E.2d 487). A negligence claim requires proof of a duty owed by the defendant to the plaintiff, and the existence of a duty is a question of law for the court to decide. Krywin v. Chicago Transit Authority, 238 Ill. 2d 215, 225-26, 345 Ill.Dec. 1, 938 N.E.2d 440 (2010); Iseberg v. Gross, 227 Ill. 2d 78, 86-87, 316 Ill.Dec. 211, 879 N.E.2d 278 (2007). Even under CHR’s characterization, Dragonfly’s statements about negligence in this case are not assertions of concrete facts within its knowledge but are in the nature of conclusions of law. Accordingly, they cannot be judicial admissions.

*8 [17]¶ 37 Further, Dragonfly did not admit to any independent act or omission that may have supported a direct negligence claim. Rather, it made only general statements that both Henry and Dragonfly “admitted their negligence” and shared a “united negligence.” All but one of the statements identified by CHR were made by joint counsel representing both Henry and Dragonfly. Joint counsel’s statement that Henry and Dragonfly shared a “united negligence” is consistent with an admission that Dragonfly was vicariously liable for Henry’s negligent conduct in driving the truck. In vicarious liability actions, “ ‘the liability of the master and servant for the acts of the servant is deemed that of one tortfeasor and is a consolidated or unified one.’ ” Downing v. Chicago Transit Authority, 162 Ill. 2d 70, 74, 204 Ill.Dec. 755, 642 N.E.2d 456 (1994) (quoting Towns v. Yellow Cab Co., 73 Ill. 2d 113, 124, 22 Ill.Dec. 519, 382 N.E.2d 1217 (1978) ). We believe the statements identified by CHR simply acknowledge that Henry and Dragonfly were both liable and that their liability was “unified” based on their principal-agent relationship.

¶ 38 In its contribution order, the trial court found that “Henry, while acting as (at least in part) Dragonfly’s agent, operated the truck in such a way that led to the death of two people and the catastrophic injury of another.” Thus, as to Dragonfly, the trial court’s contribution finding was based on its vicarious liability for Henry’s conduct, not a finding of direct negligent conduct by Dragonfly. We conclude that Dragonfly’s statements at trial only admitted vicarious liability based upon its agency relationship with Henry. Accordingly, we reject CHR’s arguments assigning direct negligence to Dragonfly and the various levels of contribution CHR requests based on its argument that Dragonfly admitted its own negligence.

¶ 39 C. Federal Regulation
[18]¶ 40 CHR also makes a separate argument that a federal regulation governing interstate motor carrier leases, “[w]hen combined with Dragonfly’s admissions at the tort trial,” supports a finding that Dragonfly was directly negligent rather than vicariously liable for Henry’s negligence. CHR relies upon a federal regulation stating:
“The lease shall provide that the authorized carrier lessee shall have exclusive possession, control, and use of the equipment for the duration of the lease. The lease shall further provide that the authorized carrier lessee shall assume complete responsibility for the operation of the equipment for the duration of the lease.” 49 C.F.R. § 376.12(c)(1) (2004).

¶ 41 The appellate court rejected CHR’s argument based on the federal regulation, stating that that provision has been interpreted by courts as making a motor carrier lessee vicariously liable for injuries to a third party caused by the operation of the leased vehicle but that its “research ha[d] not uncovered any case holding or implying that a motor carrier lessee is directly liable for such injuries.” (Emphasis in original.) 2017 IL App (3d) 150097, ¶ 57, 419 Ill.Dec. 162, 92 N.E.3d 573. CHR has not provided this court with any authority disputing the appellate court’s conclusion on this point. To the contrary, the cases cited by CHR actually support the appellate court’s conclusion that the regulation may result in vicarious liability. See Roberson v. Industrial Comm’n, 225 Ill. 2d 159, 176-78, 310 Ill.Dec. 380, 866 N.E.2d 191 (2007) (observing that some courts have held motor carrier lessees may be held vicariously liable under the regulation); Kreider Truck Service, Inc. v. Augustine, 76 Ill. 2d 535, 537-41, 31 Ill.Dec. 802, 394 N.E.2d 1179 (1979) (“courts have developed a form of vicarious liability” based on the federal regulations). Accordingly, we conclude the regulation, by itself, does not support a finding that Dragonfly was directly negligent.

¶ 42 In sum, we reject CHR’s argument that it is entitled to a greater level of contribution based on a difference in relative culpability between CHR and Dragonfly. The parties to this contribution action, CHR and Dragonfly, were both only vicariously liable for Henry’s negligent conduct. As we have held, the parties have equal relative culpability given the specific circumstances of this case, but CHR has paid the entire judgment. CHR is, therefore, entitled to contribution from Dragonfly under the Contribution Act. Accordingly, we affirm the trial court’s judgment awarding CHR contribution against Dragonfly in the amount of $14,326,665.54, constituting one-half of the total amount of the judgments, including postjudgment interest.

¶ 43 III. CONCLUSION
*9 ¶ 44 For the reasons stated above, the judgment of the appellate court is reversed, and the circuit court’s judgment is affirmed.

¶ 45 Appellate court judgment reversed.

¶ 46 Circuit court judgment affirmed.

Chief Justice Karmeier and Justices Thomas, Garman, Burke, Theis, and Neville concurred in the judgment and opinion.
All Citations
— N.E.3d —-, 2018 IL 123132, 2018 WL 6240552

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