Chicago Inv. Corp. v. Dolins

• Decision Date: 03 March 1981
• Docket Number: No. 80-861,80-861
• Citation: 418 N.E.2d 59,49 Ill.Dec. 415,93 Ill. App. 3d 971
• Parties: , 49 Ill.Dec. 415 CHICAGO INVESTMENT CORPORATION, Plaintiff-Appellant, v. Louis DOLINS and Max Dolins, Defendants-Appellees.
• Court: United States Appellate Court of Illinois

Page 59

418 N.E.2d 59

93 Ill.App.3d 971, 49 Ill.Dec. 415

CHICAGO INVESTMENT CORPORATION, Plaintiff-Appellant, v.Louis DOLINS and Max Dolins, Defendants-Appellees.

No. 80-861.

Appellate Court of Illinois, First District, Second Division.

March 3, 1981.

Rehearing Denied March 31, 1981.

Jay Erens, William E. Rattner, James M. Lawniczak, and Abramson & Fox, Chicago for plaintiff-appellant; (Levy & Erens, Chicago, of counsel).

Warren E. King and Jesse H. Brown, Chicago, for defendants-appellees.

DOWNING, Justice:

PlaintiffChicago Investment Corporation(CIC) brought this action for specific performance as assignee of a purported real estate sales contract made between its assignor, James F. Graves(Graves) and defendants Louis and Max Dolins(the Dolins).The Dolins filed a motion to strike the complaint and dismiss the suit, alleging among other things that there was no enforceable contract in existence.The trial court granted the motion and later denied CIC's motion for rehearing or for filing an amended complaint.

On appeal, CIC asks us to determine (1) whether the original complaint alleged the existence of a valid contract and thus stated a cause of action, and (2) whether the trial court erred in refusing to allow CIC to file an amended complaint.

CIC is the assignee of James F. Graves.Graves negotiated with the Dolins for the purchase of five Chicago hotel properties.On July 18, 1979, Graves and the Dolins executed a document which is purported by CIC to be an enforceable contract for the sale of the subject properties.

This document was appended to the complaint.For the sake of lending clarity to this opinion, we set out some of its relevant terms.The document consists of three typewritten pages upon which are some cross-outs and handwritten substitutions.All of these alterations are initialed "J.G.," with the exception of the caption of the entire document.That caption is handwritten, and states "Letter of Intent."

The parties to the document are clearly spelled out: the Dolins, individually and as agents for the shareholders of the corporations holding beneficial trust interest in the subject properties, and James F. Graves.The document states that these parties"hereby express their understanding regarding the purchase and sale of" five parcels of real estate.The parcels are identified by what are apparently their business names, as well as by their street addresses.No legal description appears in the purported contract.

The purchase price for the entire transaction is specifically stated.It is further broken down into the specific payment terms: amount to be tendered at closing, amount of purchase money mortgage, interest rate of that mortgage, and length of that mortgage.Also found in the document is a clause concerning release prices for each property.This clause lists each property, but contains a blank following a property name wherein the release price was to be inserted.Also left blank is the allocation of the total purchase price of the deal between the five parcels.

A further clause specifies the amount of earnest money Graves is to deposit, and also states the name of the escrow agent who is to hold that money.

Of greatest significance to the resolution of this appeal is the language found in some of the remaining clauses of the document.Clause F states that "(t)he final contract shall be in form and substance acceptable to attorneys for the Seller and Buyer."Clause G states that "Buyers will assume all executory contracts attached as a schedule in the contract * * *."No such schedule was attached to the document appended to the complaint.Clause I states that "(i)mmediately upon execution of contract contemplated herein * * *," the seller would take certain action regarding a business occupying space at one site.

On September 20, 1979, Graves assigned his interest to CIC.Seven days later, an attorney for the Dolins stated in a letter to attorneys for CIC that the subject properties were being offered to other parties, and that no agreement for sale to Graves or CIC existed.

CIC then filed a complaint for specific performance of the purported contract.The complaint was amended (1st Amended Complaint) to include legal descriptions of the subject properties.

The Dolins responded by filing a motion to strike the complaint and dismiss the action.The trial court granted the Dolins' motion, finding that the purported contract was not complete.The court's order noted the presence of blank spaces in two locations on the document, and also referred to the language which seemed to concern a later document to be executed and to serve as the actual contract for sale.

CIC moved for rehearing or for permission to amend the 1st Amended Complaint with another complaint (2nd Amended Complaint).The trial court denied this motion, and CIC appealed.

I.

CIC contends that the trial court erred in dismissing the one-count 1st Amended Complaint.It argues that that complaint alleged a valid contract to sell realty, and therefore stated a valid cause of action.

In order to state a cause of action for specific performance of a contract, it is necessary that an enforceable contract exist.The contract's operative terms must be of sufficient clarity so that the court can require the performance of the specific thing for which the parties to it contracted.It is not, however, necessary to provide for every collateral matter or every future contingency.A writing is sufficient if it allows the court to ascertain the agreement of the parties.(Morey v. Hoffman(1957), 12 Ill.2d 125, 130-31, 145 N.E.2d 644.)Terms setting forth the manner and method of payment are essential.Also required is a description of the property, as well as the price, terms and conditions of the sale.Cefalu v. Breznik(1958), 15 Ill.2d 168, 170, 154 N.E.2d 237.

In determining whether a document which is alleged to be a contract within the above rules is such an enforceable agreement, the court must determine the intent of the parties to the document.The determination of the intent of the parties may be a question of law or a question of fact, depending on the language of the document.If the language therein is unambiguous, the construction of the purported contract is a question of law.If the language is ambiguous, on the other hand, the determination of its meaning is a question of fact.In Illinois, the trial court must decide whether a document's language is ambiguous or not, since that decision itself is a matter of law.Interway, Inc. v. Alagna(1st Dist.1980), 85 Ill.App.3d 1094, 1098, 41 Ill.Dec. 117, 407 N.E.2d 615.

If the court should find that the document's language is ambiguous, and thus that construction of its meaning is a question of fact, it is improper to utilize a section 45 motion(Ill.Rev.Stat.1979,...