Krakow Business Park v. Locke Lord Lord, LLP (135 F. Supp. 3d 770, 2015)

Memorandum Opinion And Order

Manish S. Shah, United States District .Judge

Jan Domanus and Andrew Kozlowski ai;e shareholders .of a Polish corporation called Krakow Business Park (KBP) and several of its subsidiaries. Domanus and Kozlowski claim that, beginning in 1997, some of the companies’ other shareholders — including Adam Swiech, his brother Richard Swiech, and Derek Lewicki — began to steal from the businesses through a series of fraudulent transactions, In 2008, Domanus and Kozlowksi filed in federal court a. civil action against Lewicki and the Swiech brothers (and others), alleging violations of, among other things, the Racketeer Influenced and Corrupt Organizations Act. Domanus and Kozlowski brought their suit both directly and derivatively, so the KBP entities were , added as nominal defendants to the complaint.

John Dienner, an attorney at Kubasiak, Flystra, Thorpe & Rotunno, was counsel of record for the KBP entities from August 20Í0 to October 2011. Several attorneys from Locke Lord LLP took over the representation in 2011, remaining counsel of record until their disqualification in May 2012. Two years later, the corporations entered bankruptcy proceedings in Poland, and the companies — now under the control of a trustee — were realigned as plaintiffs in thé pending suit.

Following realignment, plaintiffs (which now included Domanus, Kozlowski, and the realigned KBP entities) filed supplemental complaints against the attorneys who had represented KBP. Plaintiffs claim that the lawyers — Dienner and several attorneys at Locke Lord — -joined the original defendants’ ongoing RICO conspiracy. The lawyer defendants move to dismiss the claims against them. For the reasons discussed below, the motions are granted.

I. Legal Standard

Rule 8(a)(2) of the Federal Rules of Civil Procedure requires that a claim for relief, contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” The complaint need not include specific facts, but it must provide the defendant with fair notice of what the claim is, and the grounds upon which it rests. Olson v. Champaign Cnty., Ill., 784 F.3d 1093, 1098-99 (7th Cir.2015) (citing Erickson v. Pardus, 551 U.S. 89, 93, 127 S.Ct. 2197,167 L.Ed.2d 1081 (2007); Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). The complaint must present enough factual matter, accepted as true, that the claim to relief “is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Twombly, 550-U.S. at 570, 127 S.Ct. 1955); Firestone Fin. Corp. v. Meyer, 796 F.3d 822, 826 (7th Cir. Aug. 10, 2015) (citing Gogos v. AMS Meek Sys., Inc., 737 F.3d 1170, 1172 (7th Cir.2013)). In considering a motion to dismiss under Rule 12(b)(6), the district court accepts as true all well-pleaded factual allegations and draws all reasonable inferences in the plaintiffs favor. Firestone, 796 F.3d at 826 (citations omitted); Cincinnati Life Ins. Co. v. Beyrer, 722 F.3d 939, 946 (7th Cir.2013) (quoting Reynolds v. CB Sports Bar, Inc., 623 F.3d 1143, 1146 (7th Cir.2010)).

II. Facts

A. The Formation and Operation of KBP

Krakow Business Park (KBP) is á Polish company involved in the development of certain real estate near Krakow, Poland. Specifically, the company oversees the construction and management of several large office buildings that make up the business park. See Third Amended Complaint, [210] ¶ 22; Supplemental Complaint, [755] ¶ 1 (incorporating by reference paragraphs 1 through 97 of the Third Amended Complaint); Second Supplemental Complaint, [770] ¶ 1 (same). KBP also has twelve wholly-owned subsidiaries (KPB-1 through — 11, and KBP-TT), created to own the individual office buildings in the park. See [210] ¶ 23. As of April 2010, five such buildings had been completed. See id.

After its formation in 1997, KBP had six primary shareholders, which included (among others) Adam Swiech; Adam’s brother, Richard Swiech; Derek Lewicki; and Andrew Kozlowski. See id. ¶ 28. Jan Domanus became an additional shareholder in 2000. See id. ¶ 31. Domanus and Kozlowski claim that, starting in 1997, Adam Swiech (who was also president of the company) coordinated with his brother Richard and with Lewicki to misappropriate assets from KBP and its subsidiaries. See id. ¶¶ 29,- 34. According to Domanus and Kozlowski, Lewicki and the Swieeh brothers concocted and executed an elaborate scheme to loot the business through a series of misdeeds, which included, among other things: (1) causing KPB and its subsidiaries to enter sham contracts with Lewicki or the Swieehs (or with other, companies owned or controlled by them), pursuant to which KBP paid those individuals (or companies) for services that were never performed, or for land at intentionally-inflated prices, see id. ¶¶ 34,. 36-49; (2) causing KBP’s subsidiaries to lease office-building space at below-market rates to. a company controlled by the Swieeh brothers, who then caused that company to lease the same space to third-party tenants at market rates, see id. ¶¶ 34, 50-51; (3) misappropriating from KBP’s subsidiaries various parcels of land, collectively worth about $28 million, see id. ¶¶ 34, 52 — 53; and (4) demanding and receiving kickbacks from building contractors, paid for by KBP’s subsidiaries in the form of artificially increased construction costs, see id. ¶¶ 34, 54-57.

Lewicki arid the Swieeh brothers tunneled a portion of the misappropriated funds to Chicago-area businesses and properties managed by those individuals. See id. ¶63. Adam Swieeh, meanwhile, reinvested some of the stolen assets back into KBP as “capital contributions”— thereby augmenting Adam’s ownership percentage in the company and diluting Domanus’s and Kozlowski’s shares. See id. ¶58. Adam also worked with his brother and Lewicki to scuttle a deal with a Luxembourg-based company that had agreed to buy all of KBP’s outstanding shares. See id. ¶¶ 61-62.

B. Criminal Charges in Poland

In August 2008, Polish authorities arrested Adam Swieeh in connection with his conduct at KBP, charging him with, among other things, money laundering, conversion, forgery, tax evasion, and leading an organized crime ring. See id. ¶¶ 10, 73. As a result of his arrest, Adam was forced to resign from his positions as president and ■ sole management-board member of KBP. See id. ¶¶ 73, 75. Adam was able to retain de facto control-over the business, however, by using his majority shares (obtained through the “capital contributions”) to appoint friends and family members — including his brother, Richard, and Adam’s and Richard’s respective wives — to key management positions;- he also voted his shares to amend KBP’s articles of incorporation, now permitting a single board member (rather than a majority of members, as was formerly required) to bind KBP. See id.- ¶¶ 73-75; [755] ¶¶41, 156. In February 2014, Adam was convicted on the first set of charges filed against him (i-e., filing with a Polish court KBP shareholder minutes containing forged signatures). See [755] at 2 n. 1. A trial on the other charges was (as of August 2014) set for early 2015, see id. but there is no informatiori in the record about the outcome of that trial-.

Richard Swieeh and Lewicki were also charged by Polish authorities with crimes related to their activities at KBP. See [210] ¶¶6, 8. Lewicki was arrested in Poland, and was imprisoned there for a time, but was later released on bail. See id. ¶¶ 6, 76-77. There is no information in the record about the outcome of the prosecutions against Richard Swieeh or Lewicki.

C. The Civil Suit Against Lewicki and the Swieehs

In August 2008, Domanus and Kozlow-ski filed suit against Lewicki, the Swieeh brothers, and several other, defendants— including Lewicki and Richard Swiech’s wives — alleging violations of RICO, 18 U.S.C. § 1961 et seq., and.state law. See [1], first amended at [51]. Domanus and Kozlowski brought their claims both individually and derivatively on behalf of KBP (though neither of the first two complaints named KBP as a party). See id. KBP and its subsidiaries were. ultimately added as nominal defendants, to the third amended complaint, [210].

Domanus and Kozlowski later filed a motion for default judgment against Lew-icki and the Swiech brothers. ■' See [612]. The motion was granted as a sanction for the defendants’ misconduct during the litigation. See [657]. Although default was granted on both the direct and derivative claims,, Domanus and Kozlowski moved to stay a prove-up on the latter. See [664]. That motion, too, was granted, and briefing on damages for the derivative claims was deferred. See [666].

The defaulting defendants then moved to stay the prove-up of damages for the direct claims, arguing that a prove-up of claims against only some of . the individual defendants would be inappropriate under Supreme Court and Seventh Circuit precedent. See [671] at 2-6 (discussing Frow v. De La Vega, 82 U.S. 15 Wall. 552, 21 L.Ed. 60 (1872); In re Uranium Antitrust Litigation, 617 F.2d 1248 (7th Cir.1980)). This motion to stay was denied, [677], and final judgment was entered against' the defaulting defendants under Federal Rule of Civil Procedure 54(b), [698]. Approximately $413 million in damages were assessed against Lewicki and Richard and Adam Swiech on the direct RICO claims. See id. at 3 (entering judgment in the amount of $137.8 million, trebled under 18 U.S.C. § 1964(c)).

Lewicki and the Swiech brothers appealed both the order of default and the order denying their motion to stay prove-up of the direct claims. See June 28, 2013 Notice of Appeal, [704]. The Seventh Circuit determined that the default judgment was appropriate, and that the district court had not abused its discretion in denying the defendants’ motion to - stay the direct-claims prove-up because the plaintiffs had agreed to dismiss all claims against the non-defaulting defendants: so there was no risk of an inconsistent damages award, as the defaulters had argued. See Domanus v. Lewicki 742 F.3d 290, 302, 304 (7th Cir.2014). Following the court of appeals’ decision, Domanus and Lewicki dismissed all direct claims against the non-defaulting defendants, as promised. [726]; [732]. The ñon-defaulters then moved for summary judgment on the still-pending derivative claims. [741]. Those claims against the non-defaulters were voluntarily dismissed. [750] at 4; [754].

By April 2014, KBP had entered bankruptcy proceedings in Poland, and a trustee had assumed control over the corporation and its wholly-owned subsidiaries. See Plaintiffs’ Unopposed Motion for Entry of Stipulated Order, [750] at 2. The companies were now willing and able to pursue on their own behalf ¡the claims formerly designated as “derivative.” See id. The corporations were realigned as plaintiffs. Then plaintiffs — which now included Domanus, Kozlowski, and the KPB entities — asserted claims against the attorneys who had represented the entities before realignment. See [755] (supplemental complaint); [770] (second supplemental complaint).

D. Plaintiffs’ Claims Against the KFTR and Locke Lord Attorneys

Plaintiffs claim that the attorneys who represented the KBP entities before realignment — first Dienner (at KFTR), then Jaszczuk, 'Safer, and Schlessinger (at Locke Lord) — betrayed their true clients in favor of helping the Lewicki/Swieeh.de-fendants, and in so doing joined the latter’s RICO conspiracy. - .

1. Allegations Against Dienner and KFTR

John Dienner, an attorney with the law firm of Kubasiak, Fylstra, Thorpe & Rotunno, P.C., was counsel of record for the KBP entities from August 2010 to October 2011. See [269]; [481]. He was recruited to represent KBP by Richard Karr at Gordon & Karr, LLP, an attorney for the Lewicki/Swiech defendants. See [770] ¶¶ 5, 27. Dienner met with Karr and Richard Swiech in June 2010 to discuss the engagement, and it was made clear to Dienner that he would be expected to work with the Gordon & Karr attorneys — at the defendants’ direction — to defeat the claims against those defendants. See id, ¶27. Dienner agreed to the engagement on KFTR’s behalf, and e-mailed a draft engagement letter to Richard Swiech. Id. ¶28. Swiech instructed Dienner ’ to instead send the letter to a lawyer, named Janusz Dlugopolski, KBP’s attorney in Poland. See id. (Dlugopolski was also Adam Swieeh’s criminal lawyer in Poland. See id.) Dienner sent the letter to Dlugopol-ski, who executed a revised version of the agreement on behalf of KBP. See id. ¶ 29.

a. The Motion to Quash

After Dienner was retained to represent KPB, he began working on a’motion to quash service on the corporation. See id. ¶ 54. Dienner drafted the motion solely at the direction of the defendants arid their counsel at Gordon & Karr, and performed no independent assessment to determine whether filing the motion would be in KBP’s best interest. See id. Dienner also worked, closely with the defendants and their counsel in responding to discovery requests concerning the motion to quash. He consulted with Gordon & Karr about responding to interrogatories and document requests, see' id. ¶¶ 55-56, and he stopped trying to obtain responsive documents after Karr asked him to “consider a more aggressive path,” because "the “clients [were] getting desperate for a dismissal and the court’s jurisdiction over KBP may be their last best hope.” Id. ¶¶ 56-57 (quoting November 15, 2010 Email from Richard Karr to John Dienner, [770-6] at 2-3).

Dienner continued to work with the defendants’ attorneys when drafting the reply brief for the motion. See [770] ¶ 58. He attached to the brief an affidavit signed by the then-acting president of KBP (and alleged criminal), Dariusz' Burek. See id. It was defendants’ counsel, however, who prepared the draft affidavit, and Dienner filed it with only minor revisions — without first checking to see if the statements in the affidavit were'true (which plaintiffs say there were not), or if Burek was competent to make them. See [770] ¶ 58.

Domanus and Kozlowski .moved to strike the Burek affidavit, and Dienner let the attorneys at Gordon & Karr prepare the response to that motion. See id,. ¶ 59. The motion to strike, also addressed the corporation’s need for independent counsel — an issue raised earlier by Domanus and Kozlowski in a prior filing. See id.’, see also Plaintiffs’ Motion to Strike Declaration of Dariusz Burek, [359] at 3; Plaintiffs’ Response in Opposition to the KBP Entities’ Motion to- Quash Service of Summons and For Other Relief, [353] at 13-14. In response, Dienner argued that plaintiffs had previously conceded that Dienner “appears to be independent,” but he did not disclose that he had been working with the defendants. See [770] ¶ 59; see also Derivative Defendants’ Response to-Plaintiffs’ Motion to. Strike Affidavit of Dariusz Bu-rek, [364] at 7 n. 2.

The court denied the motion to quash (which was also, in the alternative,- a motion to dismiss for lack of personal jurisdiction). See id. ¶ 60; [368] at 20-25. A few months later, Dienner wrote to Lew-icki:

I advised Mr. Dlugopolski that the U.S. Supreme Court recently decided two new cases which confirmed that for a -local court to have jurisdiction over a foreign defendant, that defendant must have- engaged in conduct within Illinois ____ I recommended that we file a new motion to dismiss — A new motion to dismiss should be granted because ... the plaintiffs do not allege that the companies engaged in any Illinois conduct.... [I]t is important to file this motion [because] the largest monetary claims are the derivative claims against the companies. If the court has no jurisdiction over the companies, it has no jurisdiction over the derivative claims against them.... That would leave only the personal claims against the defendants. Those smaller claims might not be worth litigating.

September 9, 2011 E-mail from John Dien-ner to Derek Lewicki, [770-7] at 2. But Dienner did not file another motion to dismiss.

b. The Billing Scheme

Plaintiffs claim that Dienner also agreed to participate in a fraudulent billing scheme devised by the Lewicki/Swiech defendants and their attorneys at Gordon & Karr. Before Dienner was retained to represent KBP, Gordon & Karr had entered into an agreement with , some of the KBP entities to represent them as well as the Lewicki/Swiech defendants. See. [770] ¶30. Gordon & Karr’s billing invoices were addressed directly to KBP (so that KBP would pay them, which it did), but the invoices did not identify the client for whom the invoiced services had been performed, or the particular attorneys who had performed them; the invoices stated only that services had been provided in connection with the “Polish Litigation.” See id. The descriptions of these services were similarly vague. See id.

When Dienner was retained in August 2010, Gordon & Karr’s July 2010 invoice to the KBP entities was still outstanding. See id. ¶32. Lewicki e-mailed Karr, explaining that KBP was ready to pay the July invoice but payment would have to go through Dlugopolski (the company’s attorney in Poland) and Dienner. See id.; see also August 4, 2010 E-mail from Derek Lewicki to Richard Karr, [770-2] at 2. Lewicki stated that certain changes would have to be made to the invoice, and attached to his e-mail a copy with the needed revisions. See [770] ¶ 32; [770-2] at 2-6. Lewicki instructed Karr not to send any billing correspondence to KBP, but to Dlu-gopolski instead. See [770] ¶33; [770-2] at 2.

As Lewicki had requested, Dienner — to whom Karr had forwarded Lewicki’s message, see [770] ¶ 32; August 5, 2010 E-mail from Richard Karr to John Dienner, [770-2] at 2 — removed Gordon & Karr’s letterhead (which included the firm’s name and address) from the invoice, leaving that space blank, see [770] ¶ 35. He did attach to the invoice a cover letter, in which he acknowledged that the services described were provided by Gordon & Karr, but he also attached an additional invoice from KFTR (for its retainer fee), and in the cover letter sought payment to only KFTR for the fees due both firms. See id. Dien-ner e-mailed the invoice package, as. instructed, to Dlugopolski. See id. When Dlugopolski later wired KFTR the payment due Gordon & Karr (the payment for KFTR’s retainer fee was apparently wired separately), Dienner wrote a check to Gordon & Karr for the transferred amount. See id. ¶ 36.

Dienner followed the same approach— minus the invoice for KFTR’s retainer — in the ensuing months, but the bills went unpaid. See id. ¶¶ 37-38. Then, in November of that year, Lewicki sent Karr an e-mail with an attachment, explaining: “this is the version of invoice which will be safe for them. Don’t ask why, don’t make any comments I know it’s stupid.” Id. ¶¶ 38-39; November 15, 2010 E-mail to Richard Karr, [770-3] at 2. The attachment was Dienner’s September 2010 (as-yet-unpaid) invoice package. See [770-3] at 3-11. Typewritten onto the documents were various changes suggested by Lew-icki. See id.

Karr forwarded the e-mail and attachment to Dienner, and the two spoke with Lewicki through Skype. See [770] ¶¶ 38, 44; November 15, 2010 E-mail from Richard Karr to John Dienner, [770-3] at 2. Together, the three agreed that Gordon & Karr would redact from its own invoices any references to Lewicki’s name (as Lew-icki had requested, see [770-3] at 7), and that Gordon & Karr would continue to forward its (redacted) invoices to Dienner, who would in turn continue to remove from the letterhead Gordon & Karr’s identifying information, leaving it blank. See [770] ¶ 44. It was also agreed that Dien-ner would begin to redact from KFTR’s invoices the “Invoice Summary” section,' which in prior billings had denoted the total fees and expenses incurred by KFTR, and that he would now refer in his cover letter simply to “Additional Legal Services” rather than to services provided by Gordon &• Karr. See id.. ¶ 44.

Pursuant to their new agreement, Karr and Dienner each revised their firm’s August and September 2010 bills and composed their October 2010 bills in a similar fashion. See id. ¶45. Before he could send the new invoice packages to Dlugo-polski, however, Dlugopolski sent him an e-mail rejecting the outstanding (unrevised) August and September invoices that had never been paid, stating that they could not be paid because they sought payment' for Gordon & Karr’s services, while it was KFTR who was representing the company. See id.' Baffled, Dienner questioned Karr, who told him simply to send to Dlugopolski “the revised bill the way we discussed.” Id. ¶ 46 (quoting November 17, 2010 E-mail from Richard Karr to John Dienner, [770 — 4] at 2). Karr explained that Dlugopolski’s e-mail had been sent for cover. [770] ¶ 46; [770-4] at 2.

Dienner sent Dlugopolski the revised invoice package, and received on December 8, 2010 a letter purporting to be from a KBP board member. See [770] ¶¶ 47-48. The letter stated that KBP agreed to pay the total invoiced amount on the assumption that that amount represented fees and expenses incurred by Dienner. See id. ¶ 48. Although more than 70% of the invoice was for Gordon & Karr’s services, not Dienner’s or KFTR’s, Dienner made no comment and Dlugopolski wired the entire payment to Dienner. See id. ¶¶ 48-49, As he had done before, Dienner wrote out a check to Gordon & Karr for the latter’s share of the bill. See id. ¶49. Dienner continued to prepare invoices in this way through September 2011. See id. ¶¶ 50-51. (By fall 2011, Karr and Dienner had learned that the defendants intended to replace Gordon & Karr and KFTR as the law firms representing the defendants and KBP, respectively. See id. ¶ 52.)

Plaintiffs’ complaint against Dienner' includes one RICO claim — conspiracy to violate RICO, in violation of 18 U.S.C. § 1962(d) (Count I) — and five claims under state law: civil conspiracy (Count IV), legal malpractice (Count VI), breach of fiduciary duty (Count V),, aiding and abetting a breach of fiduciary duty (Count III), and aiding and abetting fraud (Count II), See id. ¶¶ 92-121. , All counts are also brought against KFTR imder a theory of vicarious liability- S.ee id ¶¶97,’ 103, 108, 112, 117, 121. Dienner and KFTR each filed a motion to dismiss the claims against them. [787]; [791].'

2. Allegations Against the. Locke Lord Attorneys

In the fall of 2011, Locke Lord LLP replaced KFTR as the law firm representing KBP in the ongoing litigation. ■ Three of the attorneys on the Locke Lord team were Martin Jaszczuk, Jay Safer, and Daniel Schlessinger. Plaintiffs claim that, like Dienner, these attorneys, also joined the Lewicki/Swiech defendants’ RICQ conspiracy. ...

a. Locke Lord’s Engagement and Billing Procedures, .

Locke Lord was 'first contacted about representing the-KPB- entities in May 2011. 'See-[755] ¶22.' Szymon Gostynski, a Polish lawyer- who -knew the Lew-icki/Swiech defendants, reached out to Jay Safer about taking oh the case. See id. At the time, and as discussed above, the KBP entities had different counsel (Dien-ner at KFTR) than did the Lewicki/Swiech defendants (Karr at Gordon & Karr), but Gostynski wanted Locke Lord to take over for both; he made clear to Safer that Locke Lord’s role would be to defeat Do-manus and Kozlowski on the merits of their-claims. See id.

Safer asked Jaszczuk and Schlessinger, two other attorneys at Locke Lord, to head the representation. See id. ¶23. Jaszczuk and ’ Schlessinger spoke with Lewicki, who explained that although the defendants were unable to pay for their own defense, KBP could pay the bill. See id. Because this was not permitted by Polish law, however, and because the Polish authorities had been scrutinizing KBP’s expenditures during the ongoing criminal investigation of Lewicki and the Swiechs, Locke Lord would have to conceal on its invoices that its services had been performed for the defendants. See id. Lewicki described how the current attorneys had gotten around this problem (ie., through the billing scheme discussed above), and sent to the Locke Lord attorneys a sample invoice. See id. ¶¶ 23-24.

. The Locke Lord attorneys agreed with Lewicki that once Locke Lord came on board, it would bill KBP for any services affecting the corporations, billing the defendants separately for only the services performed just for them. . See id, ¶¶ 28, 30. This way, KBP would pay the majority of each invoice. See id. ¶ 28.

Locke Lord eventually prepared two separate engagement letters — one for the KBP entities, and one for the Lew-icki/Swiech defendants (although both called for KBP to pay Locke Lord’s retainer). See id. ¶¶ 29-30. Before the agreements were executed, however, .Jaszczuk raised a concern: Domanus and Kozlowski had in previous filings questioned the independence of Janusz Dlugopolski, KBP’s attorney in Poland. See id. ¶32; see also Domanus’s and Kozlowski’s Opposition to the KBP Entities’ Motion; to Quash, [353] at 14. Jaszczuk worried that Locke Lord’s representing both the individual and derivative defendants might also be challenged'; but if Locke Lord was not representing both sets of defendants, how could it bill KBP for most of the defense costs? See [755] ¶32. Jaszczuk called Lewicki and Adam Swiech, who conceded that KBP could not properly pay their defense costs. See id. ¶ 33.

The three then agreed on a new approach: Locke Lord would find another law firm to represent the individual defendants, but Locke Lord — now formally representing only the KPB entities — would still defend Lewicki et al.’s interests on the merits (by, for example, litigating the defendants’ counterclaim, in the form of a “cross-claim” filed by KBP). See id. ■ The defendants’ attorney would therefore need to defend the latter for free, agreeing instead to take a larger-than-normal contingency fee for any counterclaims “jointly” prosecuted with counsel at Locke Lord. See id. ¶ 35. Jaszczuk recommended Lucas Fuksa, another Polish-speaking attorney in Chicago, for the task. See id. ¶ 36.

Fuksa agreed to represent the Lew-icki/Swiech defendants for $200 per hour, with á possible contingency fee .if the above-mentioned counterclaims were successful. See id. ¶ 39. The plan was for Locke Lord to handle the majority of the work related to the “common interest” shared by KBP and the individual defendants. See id. Fuksa appeared as counsel for the defendants in September 2011, and Locke Lord sought leave to appear for the KBP entities a month later. See id. ¶¶ 40, 44. (In the meantime, Locke Lord had revised its retention agreement with KBP, eliminating any reference to a joint representation. Id. ¶ 40.) Domanus and Kozlowski did not formally object to the substitution, but they did file a response to the motion for leave to appear, expressing their concern that the defendants intended to enlist the Locke Lord attorneys in helping with their own defense — “perhaps even on the KBP Entities’ dime.” Id. ¶44 (quoting Plaintiffs’ Response to-Derivative Defendants’ Motion for Leave to File Appearance of New Counsel, [428] at 6). Locke Lord acknowledged that it could' not represent both KBP and its directors, see [429] at 4 n. 1, but said it had no intention of representing the defendants, see id. at 3. Locke Lord’s motion to appear was granted. [431].

b. Conduct During the Representation

Once the Locke Lord, attorneys were formally on board, Domanus and Kozlow-ski forwarded to them various materials collected.during the case, including: bank records for accounts - held by the Lew-icki/Swiech defendants; reports from a forensic accountant appointed by the court in Poland; agreements and invoices prepared by the individual defendants; and Domanus’s and Kozlowski’s interrogatory responses, which purported to explain the basis for their claims (as well as identify documents and other evidence supporting them). See .id. ¶ 46. Domanus and Ko-zlowski also sent Locke Lord a hard drive containing approximately 60 gigabytes’ worth of documents from the Polish prosecutor, which included, among other things, additional bank records, reports from Polish tax authorities, the criminal charges brought against Lewicki and the Swiech brothers in Poland, and interviews with several third parties who had allegedly performed services for .the KBP entities but who were never paid for their work. See id. f 47. Locke Lord did not review the materials on the hard drive. See id. ¶ 90.

Plaintiffs claim that, consistent with Locke Lord’s alleged agreement to pursue the interests of the Lewicki/Swiech defendants rather than those of their actual clients, the Locke Lord attorneys undertook a series of inappropriate actions that harmed the KBP entities, Domanus, or Kozlowski. These actions include: (i) sending , a letter to Kozlowski’s employer, allegedly in an effort to intimidate Kozlow-ski into dropping the suit; (ii) opposing the production of certain records during discovery; (iii) obtaining background reports on Kozlowski, Domanus, and Domanus’s wife (in order to assist Adam Swieeh in his criminal case); (iv) filing a “cross-claim” on KBP’s behalf that was really a cotmter-claim by Lewicki and the Swieeh brothers; and (v) opposing a temporary restraining order enjoining Adam Swieeh from voting his corporate shares' to issue new KBP stock. ■

(i) The Letter to Kozlowski’s Employer. In September 2011, the defendants suggested to the Locke Lord attorneys that the attorneys send a letter to Kozlowski’s employer — ostensibly on KBP’s behalf — requesting production of certain documents relevant to the cash. See id. ¶¶ 49, 51. Kozlowski was at that time employed as an attorney at the Warsaw office of a law firm based in London. See id. ¶¶ 49-50. Schlessinger sent the letter on December 1, asking that the firm produce documents concerning, among other things, a deal between KBP shareholders and one of the firm’s clients. See id. ¶¶ 50, 52. Schlessinger wrote that he had reason to believe Kozlowski had participated in negotiating that deal on KBP’s behalf, and that Kozlowski had also had access to confidential client information because of his connection to the firm. See id. ¶ 52.

Neither of these statements, say plaintiffs, was true. As explained in the complaint against the Lewicki/Swiech defendants, and in the documents Domanus and Kozlowski had given to Locke Lord, the deal was a stock sale between KBP’s shareholders and the potential buyer — so KBP itself was not even a party to the proposed transaction. See id. ¶ 53. Schlessinger’s statements were based solely on,what the Lewicki/Swiech.defendants had told him. See id. According to plaintiffs, the Locke Lord attorneys also had no reason to seek documents from Kozlow-ski’s employer, because KBP had no claims or defenses pending in the litigation. See id. ¶ 55.

(ii) Opposing Document Production. Domanus and Kozlowski had sought during discovery the production of bank records for accounts held or controlled by the defendants. See id. ¶ 59. ■ Defendants failed to produce complete records for all of their accounts, however, and Domanus and Kozlowski were forced to obtain the missing ones by subpoena. See id. Not all of them could be obtained in this way, though, because two of the banks were overseas and so were not subject to subpoena power. See id. Domanus and Ko-zlowski again sought production of the still-missing records from the individual defendants. See id. ¶ 60.

Jaszczuk opposed production, arguing that the records were irrelevant because the accounts at issue had been opened after the individual plaintiffs filed their third amended complaint.- See id. But Jaszczuk’s opposition was unsuccessful, and the magistrate judge ordered the defendants to turn over the records. See id. Plaintiffs claim that what they received showed Lewicki had thousands of dollars from the KBP entities in one of his accounts. See id.

Domanus and Kozlowski also sent discovery requests to Locke Lord, requesting information about KBP’s contracts with, and payments to and from, the Lew-icki/Swiech defendants. See id. ¶ 61. Following instructions from one of Dlugo-polski’s associates in Poland, Locke Lord refused to produce any documents that were not publicly available. See id.- ¶¶ 63-64. Though Jaszczuk at first told the associate they should produce more documents, the Locke Lord attorneys ultimately agreed to assert the broadly-phrased objections proposed by Dlugopolski’s coworker. See id. Locke Lord never reviewed the documents that were withheld. See id. ¶ 64.

(iii) Background Reports on Doma-nus and Kozlowski. In September 2011, Jaszczuk met with Lewicki, Richard Swiech, and the defendants’ attorney, Lucas Fuksa. See id. ¶66. During that meeting, Lewicki and Swiech asked Jaszczuk to obtain background reports on Ko-zlowski, Domanus, and Domanus’s wife. See id. Jaszczuk obtained from LexisNexis personal and financial information about Kozlowski, etc. See id.. ¶ 67. He then sent the reports to Lewicki, Swiech, and Fuksa, and to Dlugopolski in Poland. See id. ¶¶ 68, 70.

The reports became an issue in plaintiffs’ later motion to disqualify the Locke Lord attorneys. In opposing that motion, Locke Lord stated that it had obtained a report and shared it with its client’s representative in Poland, but left out that it had gotten the report at defendants’ direction (and had sent it to them directly, as well). See id. ¶¶ 71-72; Response of the KBP Entities to Plaintiffs’ Motion to Disqualify Locke Lord, LLP, [463] at 12.

(iv) The Cross-Claim against Doma-nus and Kozlowski. In late 2011, the Locke Lord attorneys began working with the defendants and their counsel (Fuksa) on a “cross-claim” to be filed by the KBP entities against Domanus and Kozlowski. See id. ¶ 78. The cross-claim alleged that it was Domanus and Kozlowski who had caused' substantial damage to the KBP entities, and Domanus’s and Kozlowki’s actions that had threatened the companies’ profitability. See id. ¶ 89; Exhibit A to Motion by the KBP Entities for Leave to File Crossclaim Against Plaintiffs Instanter, [465-1] at 5. Many of- the factual allegations in the proposed cross-claim, say plaintiffs, were false. See [755] ¶ 90.

The proposed cross-claim was tendered to the district court in connection with Locke Lord’s opposition to the motion to disqualify them as counsel for KPB. See [463]'; [464]; ■ [464 — l]. In their opposition, Locke Lord stated that it was acting independently for-KBP, and that the cross-claim was based on an investigation performed by- the Locke Lord attorneys for the KPB entities — -which included interviews with persons who had knowledge of the underlying events, such as the Lew-icki/Swiech defendants., See [463] at 2, 7; see also [755] ¶¶ 91-92, In reality, say plaintiffs, the cross-claim, was based solely on the defendants’ word. See [755] ¶¶ 86, 90-91. Locke Lord also discussed with the defendants' the possibility of bringing several other motions — including, for example, a motion to dismiss for lack of personal jurisdiction, and a motion for partial summary judgment based oh issue preclusion — but ultimately decided not to file them. See id. ¶¶ 74-75, 77.

(v)Opposing the TRÓ. In April 2012, Domanus and Kozlowski filed a motion for a temporary restraining order and preliminary injunction, seeking to prevent Adam Swiech from voting his shares to issue new KBP stock. See id. ¶,100. A shareholder meeting had been scheduled for April 16, and the plan was to put to ‘a vote two resolutions: one to ■ issue néw shares of stock, and the second to allow a Polish company majority-owned by Adam Swiech’s daughter to ' [purchase those shares for $200,000. See id. W96, 99.

Plaintiffs, claim that there was no need to issue new stock, because there was no need to raise new capital (especially since Adam’s daughter’s company owed KBP more than $2.8 million in loan money — a loan that KBP, if it did require funds, could have simply called in). See id; ¶¶ 102-03. ■ Without reviewing KBP’s. books and records, Locke Lord opposed the injunction, ostensibly on behalf of the KBP entities, arguing that the requested relief, if granted, would cut off a vital funding source for KBP . and so harm the company and its operations. See:. id. ¶¶ 101-02; see also Response of the KBP Entities to Plaintiffs’ Motion- for Temporary Restraining Order and Preliminary Injunction, [491] at 6. Locke Lord crafted these arguments in coordination with Lew-icki and the Swiech brothers. ■See [755] ¶ 102. ’

c. Post-Disqualification Conduct

Domanus and Kozlowski filed a motion to disqualify Locke Lord, which the court granted in May 2012. See [455]; [520]. After disqualification, the Locke Lord attorneys continued to communicate with the Lewicki/Swiech defendants and the latter’s counsel. Jaszczuk, for example, advised Dlugopolski’s office about how the defendants’ alleged co-conspirators could enforce a judgment against Domanus. See id. ¶ 111. Following a discussion with Safer and Sehlessinger, Jaszczuk also told Fuksa,'defendants’ counsel in the civil litigation, that Locke Lord would oppose on grounds of privilege any subpoena from Domanus and Kozlowski seeking communications between the Locke Lord attorneys and defendants’ attorneys (or defendants themselves). See id. ¶¶ 112-13. The Locke Lord attorneys also tqld Dlugopol-ski and the defendants that if KBP would pay its outstanding balance to Locke Lord, the latter would consider litigating the cross-claim in a separate suit. See id. ¶¶ 111, 115.

In August 2014, plaintiffs filed a supplemental complaint against Locke Lord and Jaszczuk,- Safer, and Sehlessinger, As with their complaint against Dienner, plaintiffs brought in this complaint a RICO conspiracy claim (alleging violation of 18 U.S.C. § 1962(d)) (Count I), and state-law claims for civil conspiracy (Count IV), legal malpractice (Count VI), breach of fiduciary duty. (Count V), aiding and abetting a breach of fiduciary duty (Count III), and aiding and abetting fraud (Count II). See id. ¶¶ 145-68. Locke Lord and the three attorney defendants collectively filed a motion to dismiss the claims • against them. [761].., \

III. Analysis

A. Locke Lord’s Motion

The Locke Lord defendants argue, among other things, that plaintiffs are es-topped or otherwise precluded under the Frow / In re Uranium doctrine from bringing certain of their claims, see [765] at 44-48, and that plaintiffs have failed to state a proper RICO conspiracy claim, see id. at 14-37.

1. Estoppel and Preclusion

The ’Locke Lord defendants first argue that plaintiffs are precluded from bringing certain claims — specifically, their RICO (Count I), civil-conspiracy (Count IV), and aiding-and-abetting claims (Counts II-III) — under a legal doctrine articulated in Frow v. De La Vega, 82 U.S. 15 Wall. 552, 21 L.Ed. 60 (1872), and In re Uranium Antitrust Litig., 617 F.2d 1248 (7th Cir. 1980).

In Frow, the,plaintiff claimed that fourteen defendants had joined together in a conspiracy to defraud the plaintiff out of a particular tract of land. See 82 U.S. at 552-53. Thirteen of the defendants answered the complaint, but one defaulted, and a final decree of judgment was entered against him — awarding to the plaintiff the title to the disputed land. See id. at 553. The case proceeded to trial against the answering defendants, who prevailed on the merits and succeeded in dismissing the complaint against them. See id. The Court determined that the entry of the default judgment was impermissible. Where joint liability was asserted, it was illogical to hold one defendant liable and the others not — and so, to avoid such an “absurdity,” courts could not enter judgment against defaulting defendants without first resolving the merits as to the others. See id. at 554. ..

The primary concern in Frow was the risk of inconsistent determinations of liability. But, as the Seventh Circuit later explained in In re Uranium, such inconsistency is not so troubling — and so Froto does not apply — where the liability asserted is not joint, but joint and several. See 617 F.2d at 1256-57. The concept of joint liability is based on the idea that someoné who joins together with others to commit a tortious act is himself “entirely responsible for the damage resulting from that concerted conduct.” Id. at 1257. Joint and several liability, on the other hand, allows for the possibility that only some of the defendants may be found to have joined the conspiracy at all.' See id. Thus, in á joint-and-several-liability case, a determination that some of the defendants are liable is not necessarily inconsistent with a determination that other defendants are not. See id. It follows that in such cases, unlike in joint-liability cases, default judgment may be entered as to certain defendants before the merits have been adjudicated as to the remaining ones. See id. at 1258. What is not permitted, however— even in joint-and-several-liability cases — is entering damages against a defaulting defendant before assessing what damages (if any) are owed by the non-defaulters.

The concerns with prematurely entering damages against a defaulter are twofold. The first is, once again, a risk of inconsis-: tency. If damages are entered against a defaulting defendant and the plaintiff later prevails against the answering ones, then damages will need to be proven against the latter, and the second award may differ from the first. See id. at 1262. Distinct awards would be unacceptable because liability is not merely several (though it is the “several” component that renders Frow inapplicable), but also joint. See id. The second concern is one of judicial economy. If, for example, it is determined after entering damages against the defaulters that the plaintiff did not have standing tó bring suit in the first place, then the damages hearing was “a useless exercise.” Id. For these reasons, damages hearings against defaulting defendants in general may not be held until the liability of the non-defaulters has been determined and the entire claim resolved. See id.

■In the present case, joint and several liability was asserted- against the individual (non-KBP) . defendants — which included Lewicki (and his wife), the Swiech brothers (and Richard Swiech’s wife), and various companies held- or controlled by those individuals. See [210] at 72-73. Default judgment was entered against only Lew-icki and the Swiech brothers. The Locke Lord attorneys argue that because plaintiffs elected to proceed with a damages hearing against the5 defaulters on what were formerly the “direct” claims (briefing was stayed for damages on the “derivative”, claims, see [664] at 2, 7; [666]), and obtained a damages award on those claims, plaintiffs cannot now assert those same claims against Locke Lord. ■See [765] at 44^47. The attorneys are correct — in part.

When Domanus and Kozlowski obtained a default judgment against only Lewicki and the Swiech brothers, they left in play the claims against the remaining individual defendants. Entry of the default order itself — ie., without a final judgment awarding damages on those claims — was proper under In re Uranium. See 617 F.2d at 1257. But as long as there remained a risk that the non-defaulters could later be held liable, as well, the court could not determine damages as to the defaulters. See id. at 1262. To avoid this problem, and thus to proceed immediately to a damages determination against the defaulters on the “direct” claims, Domanus and Kozlowski promised — both to the district court and to the court of appeals — to dismiss the claims against the remaining defendants once a final and enforceable judgment had been entered (and, if necessary, affirmed on appeal) against the defaulting ones. See [664] at 5; [676] at 3; Domanus v. Lemcki, 742 F.3d 290, 304 (7th Cir. 2014). Having made such a promise, Do-manus and Kozlowski would be judicially estopped from withdrawing it. See Domanus, 742 F.3d at 304.

If Domanus and Kozlowski were permitted to assert against the Locke Lord attorneys the same claims for which they have already obtained an enforceable damages award, that would effectively rescind their earlier commitment. Plaintiffs argue that their earlier promise was to dismiss the direct claims as asserted against particular non-defaulting defendants (which plaintiffs did, see [726]; [732]) — and the Locke Lord defendants necessarily were not included in that group, because they were not then parties to the case. See [776] at 61-62. But plaintiffs’ argument takes too narrow a view of what Domanus’s and KozlowsM’s commitment truly was.

The purpose of Domanus’s and Kozlow-ski’s promise was to avoid the problem identified in In re Uranium — a problem of potentially inconsistent damages awards. What plaintiffs now argue is, in effect, that Domanus and Kozlowski agreed to dismiss their direct claims only against the then-named non-defaulting defendants, thus implicitly reserving the right to replace those particular defendants with other ones at a later time. But such a promise would not have eliminated the risk of inconsistent damages awards, because any damages assessed against the later-added defendants might differ from those assessed against the defaulters for the same claims. A commitment qualified in the way plaintiffs now argue Domanus’s and Kozlowski’s promise was qualified is, under In re Uranium, no commitment at all.

Domanus and Kozlowki wanted to proceed to a damages determination against Lewicki and the Swiech brothers as soon as possible, and, in order to do so, they promised to dismiss their “direct” claims against all non-defaulting defendants. This promise necessarily included an agreement not to assert the very same claims against other parties at a later date. Plaintiffs are estopped from pursuing against any defendant any. “direct” claim for which damages have already been assessed against the Lewicki/Sweich defendants. See Domanus, 742 F.3d at 304.

But there may be new “direct” claims for which damages have not yet been determined. Plaintiffs claim that the Lew-icki/Swiech defendants have continued over the years to dissipate their assets in an effort to prevent plaintiffs from collecting on any judgment. See [755] ¶ 125. To the extent such asset dissipation ..has harmed Domanus or Kozlowski directly, and has not been included in the damages assessment already performed, there is no risk of inconsistent damages awards and these claims may still be viable.

In addition, there are the “derivative” claims. The Locke Lord attorneys argue that plaintiffs are also precluded from asserting against Locke Lord any of what were formerly the derivative claims, because: (1) the Seventh Circuit construed Domanus’s and Kozlowski’s promise as a promise to dismiss all claims pending against the non-defaulting defendants; and (2) such a construction makes sense, because the conduct that allegedly resulted ;in “direct” injuries is the same "conduct that supposedly caused the derivative unes. See [765] at 47-48. The attorneys’ arguments are unpersuasive.

The court of appeals did' describe Doma-nus’s and Kozlowski’s promise as a promise “to dismiss' all claims against the non-defaulting defendants.” 742 F.3d at 304. But the appellate court was discussing a prove-up of only the direct claims. Plaintiffs had obtained an order of default on both the direct and derivative claims, but a prove-up was conducted — and final judgment entered — only as to the direct ones. See [698] at 5 (entering judgment under Rule 54(b) on Counts I through XIV); [210] at 42-56 (denoting those counts as “direct”). It was the district court’s decision not to stay prove-up on the direct claims (as the defaulters had requested) that was-under review on appeal. The derivative claims, as' the defaulters themselves noted in their appellate brief, were still pending in the district court. See [COA-23] at 7-8. Domanus and Kozlow-ski promised to dismiss all of their direct claims against the non-defaulters, which they did. See Brief of Plaintiffs-Appel-lees, [COA-31] at 55.' Plaintiffs are -not estopped from pursuing their derivative claims against' the Locke Lord' attorneys.

Estoppel aside, tKe Locke Lord attorneys argue that the principles articulated in Frow and In re Uranium nonetheless prohibit plaintiffs from moving forward with their derivative claims because there is still a risk of inconsistent results. Since the derivative claims stem from the same transactions as do the direct ones, say the attorneys, it would be logically inconsistent to find that the attorneys are not liable for the derivative claims — a possibility if. the plaintiffs fail to prove, for example, that the conduct ip which the Lewicki/Swiech defendants engaged amounts to a RICO ■violation — while continuing to hold the defaulting defendants liable (and ordering them to pay damages) for Domanus’s and Kozlowski’s direct injuries. See [762-1] at 47-48; [793] at 40-41.

Frow’s reasoning does not apply here. Frow asks whether a default judgment against one. defendant would necessarily be logically inconsistent with judgments in favor of. other defendants on the same claim. See Marshall & Ilsley Trust Co. v. Pate, 819 F.2d 806, 812 (7th Cir.1987) (discussing In re Uranium, 617 F.2d at 1257-58). In this case, however, a judgment against Lewicki and the Swiech brothers on the direct claims would not necessarily be in logical conflict -¡with a judgment for the attorneys on the derivative ones. What distinguishes direct from derivative claims is not the nature of the. underlying tort, but the type of injury that results: shareholders of a corporation may sue on their own behalf ,only where they are. injured directly; if their injury stems instead from a harm to the corporation, and thus only indirectly from the tort itself, then it is the corporation to whom the claim belongs, and the shareholder may. sue, if at all, only in a derivative capacity. See, e.g., Gagan v. Am. Cablevision, Inc., 77 F.3d 951, 959 (7th Cir.1996) (discussing shareholder standing in RICO suits); Flynn v. Merrick, 881 F.2d 446, 450 (7th Cir.1989) (same). The attorneys argue here that a finding of no liability on the derivative claims would be logically inconsistent with a default judgment on the direct claims, because the two sets of claims are based on the samé transactions. But it is conceivable that these transactions caused one type of injury (direct or derivative) and not the other. Frow does' not control here.

In re Uranium addresses tiie risk of conflicting damages awards where, as here, the concern in Frow does not apply. But the risk of inconsistent damages awards is not an issue for the derivative claims. As just explained, the direct injuries necessarily differ in kind from the derivative ones, and damages have been determined only as to the former. A single damages, hearing for the derivative claims as to all liable defendants may be held at the same time, and the Lew-icki/Swiech defendants would have an opportunity to seek appropriate relief under Rule 60. See Marshall, 819 F.2d at 811-12.

• 2. The RICO Claim (Count I, Supplemental Complaint)

Plaintiffs claim that the Lewicki/Swiech defendants were involved ■ in an ongoing conspiracy to loot the KBP companies by: causing the KBP entities to execute sham contracts with the defendants or companies owned or controlled by them; causing the entities to lease building space at below-market rates (to a Swieeh-controlled company); causing the entities to pay increased “construction costs” that in reality were kickbacks to the defendants; and misappropriating from the subsidiaries several tracts of land. Plaintiffs contend that, in developing and executing this scheme, the defendants violated multiple provisions of RICO, including those set forth in Sections 1962(c) and (d) of the statute. See [210] ¶¶ 111-16 (alleging violation of 18 U.S.C. § 1962(c)); id. ¶¶ 127-31 (alleging violation of 18 U.S.C. § 1962(d)).

Subsection (d) of RICO makes it unlawful to conspire to violate any of the substantive provisions of the statute (subsections (a), (b), or (c)). See 18 U.S.C. § 1962(d). Subsection (c) prohibits “any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise’s affairs through a pattern of racketeering activity.” Id. § 1962(c). To state a claim for relief under § 1962(c), a plaintiff must allege: (1) conduct (2) of an enterprise (3) through, a pattern of racketeering activity. DeGuelle v. Camilli, 664 F.3d 192, 199 (7th Cir.2011) (quoting United States v. Shamah, 624 F.3d 449, 454 (7th Cir.2010)). “Enterprise” is defined by the statute as any individual or legal entity (including any partnership, corporation, or association), or any group of individuals “associated in fact although not a legal entity.” 18 U.S.C. § 1961(4). A pattern of racketeering activity is, generally, the commission within a ten-year period of at least two “predicate acts” as enumerated in § 1961(1). See id, § 1961(5); DeGuelle, 664 F.3d at 199.

In their complaint against the Lew-icki/Swiech defendants, Domanus and Ko-zlowski allege a- variety of enterprises— including the KBP entities (each as an individual enterprise), and an association-in-fact enterprise comprising Lewicki, the Swiech brothers, and other defendants to the complaint (e,g., the companies owned or controlled by those defendants) — that Lewicki and the Swiech brothers used to carry out their agreement to loot the businesses. See [210] ¶¶ 112-15. (Other members of the conspiracy included Lew-icki’s wife ,and Richard Swiech’s wife. See id. ¶ 129.) Plaintiffs say that the defendants’ RICO conspiracy was carried out through a series of predicate acts that included mail and wire fraud (18 U.S.C. §§ 1341, 1343), money laundering (18 U.S.C. § 1956), and violations of the Travel Act (18 U.S.C. § 1952). See [210] ¶¶ 78-97.

Plaintiffs now claim that the Locke Lord attorneys joined this same conspiracy. See [755] ¶ 9. In their motion to dismiss, the Locke Lord defendants argue not that there was no conspiracy among the Lew-icki/Swiech defendants, but that. plaintiffs have not adequately alleged that the Locke Lord attorneys joined it.

To state a claim for conspiracy under 18 U.S.C. § 1962(d), a plaintiff must allege: (1) that the defendant agreed to maintain an interest in or control of an enterprise or to participate in the affairs of an enterprise through a pattern of racketeering activity; and (2) that the defendant further agreed that someone would commit at least two predicate acts, to accomplish those goals. DeGuelle, 664 F.3d at 204 (quoting Slaney v. Int’l Amateur Athletic Fed’n, 244 F.3d 580, 600 (7th Cir.2001)). An agreement to participate in the affairs of an enterprise is an agreement to knowingly facilitate the activities of those who are operating the enterprise in an illegal manner. Frost Nat’l Bank v. Midwest Autohaus, Inc., 241 F.3d 862, 869 (7th Cir.2001) (quoting Brouwer v. Raffensperger, Hughes & Co., 199 F.3d 961, 967 (7th Cir.2000)).

At a general level, plaintiffs’ theory is that the Locke Lord attorneys knowingly facilitated the racketeering activities of the Lewicld/Swiech defendants by agreeing to: (1) get the Lewicld/Swiech defendants “off the hook” for their alleged misdeeds, thus allowing those individuals both to keep what they had stolen from the KBP entities and to maintain control of the companies (and so continue their looting); and (2) extract payment for Locke Lord’s legal services [in reality performed for the defendants) from the KBP entities. See, e.g., [755] ¶¶ 6, 73. But if the attorneys did not know about the defendants’ racketeering activities — or know that the defendants were apt to engage "in the same activities in the future if given the opportunity — then the attorneys could not have knowingly facilitated those activities. So a threshold question is, what did the attorneys know?

According to the supplemental, complaint, the Locke Lord attorneys knew about the defendants’- racketeering activities from the allegations in the third amended complaint, and from a document authored by a Polish prosecutor stating, among other things, that there was a high-probability Adam Swiech had committed the crimes with which he had been charged in Poland, .See [755] ¶ 21. These allegations fall short of alleging the requisite knowledge. .

As for the allegations set forth in the third amended complaint, it may reasonably be assumed that the Locke Lord attorneys at least read them (and also that they saw the document written by the Polish prosecutor, which had been filed on the district court’s case docket, see [329— 1]). But plaintiffs do not allege that the attorneys knew those allegations were true, and nor, without more, would it be reasonable to conclude that the attorneys honestly believed the truth of such allegations. An allegation in a complaint is a statement of what the complainant undertakes to prove with evidence, not evidence itself of that statement’s truth.

Similarly, knowing that a prosecutor believes a criminal defendant likely committed the crimes.of which he has been accused is not to know that the defendant in fact engaged in the conduct charged. Here again, plaintiffs do not allege that the Locke Lord attorneys believed the prosecutor’s statements, and it would be unreasonable to draw such an inference. A prosecutor’s expression of beliefs is in this sense no different from a plaintiffs allegations in a civil complaint: both explain what the speaker believes the evidence will show, but nothing about -that expression provides opposing counsel with personal knowledge of underlying facts. The essence of most legal proceedings — whether civil or criminal — is a spirited debate about what the evidence demonstrates (or not). That a plaintiff or prosecutor reached a particular conclusion does not reasonably suggest that the defendant’s attorney did, as well.

But plaintiffs say that the Locke Lord attorneys had in their possession more than just Domanus’s and Kozlowski’s allegations and a Polish prosecutor’s concluso-ry statements. ’ Domanus and Kozlowski had sent to the attorneys a large volume of discovery documents — including bank-account records, reports from Polish accountants and tax authorities, and interviews with various witnesses — purportedly showing the defendants’ theft from the companies. See [755] ¶¶ 46-47. For the attorneys to “know” anything from these materials, however, the attorneys must have at least read them. But, of the documents received, 60 gigabytes’ worth came on a hard drive that plaintiffs say the attorneys never reviewed. See id. ¶¶84, 90. Indeed,- plaintiffs claim that the attorneys never conducted a meaningful investigation of the facts in the case, relying instead on what the defendants told them of what had happened. See [755] ¶¶ 53-54, 84, 90-91. These allegations suggest that the Locke Lord attorneys did a poor job of getting to the bottopi of things, but not that they had knowledge of the racketeering'activities described in the third amended complaint.

That said, it would be unreasonable to presume that, during the seven months in which the attorneys formally represented the KBP entities, the attorneys never reviewed any of the documents provided to them during discovery. What exactly the attorneys saw, and when they saw it, is a question of fact that cannot be resolved at the motion-to-dismiss stage. For present purposes, I assume (in plaintiffs’ favor) that the attorneys reviewed at least a portion of what they received, and that the materials they did review provided evidence to support the claims that the Lew-icki/Swiech defendants had stolen from the KBP entities and laundered the pilfered funds. Thus, plaintiffs have pleaded enough to conclude that the attorneys at least suspected some of Domanus’s and Kozlo