Comtrade, Inc. v. First Nat. Bank of Highland Park

• Decision Date: 04 September 1986
• Docket Number: No. 2-85-0506,2-85-0506
• Citation: 100 Ill.Dec. 549,146 Ill.App.3d 1069,497 N.E.2d 527
• Parties: , 100 Ill.Dec. 549 COMTRADE, INC., Plaintiff-Appellant v. FIRST NATIONAL BANK OF HIGHLAND PARK, Defendant-Appellee.
• Court: United States Appellate Court of Illinois

Page 527

497 N.E.2d 527

146 Ill.App.3d 1069, 100 Ill.Dec. 549

COMTRADE, INC., Plaintiff-Appellant v. FIRST NATIONAL BANK OF HIGHLAND PARK, Defendant-Appellee.

No. 2-85-0506.

Appellate Court of Illinois Second District.

Sept. 4, 1986.

Gerrard & Gerrard, Allen S. Gerrard (Robert P. Sheridan, of counsel), Chicago, for plaintiff-appellant.

Schwartz, Cooper, Kolb & Gaynor, Chtd., David P. Leibowitz, Chicago, for defendant-appellee.

Justice SCHNAKE delivered the opinion of the court:

Comtrade, Inc., plaintiff-appellant, as beneficiary of two trust agreements entered into between Comtrade, the First National Bank of Highland Park ("the Bank") and Bell & Howell-Mamiya Company (now known as Osawa, Ltd.), filed a complaint alleging that the Bank, defendant-appellee, as trustee, breached the terms of the trust agreements by commencing an interpleader action. The Bank responded by moving for summary judgment asserting that the interpleader action was necessitated by conflicting claims for the trust funds by Comtrade and Osawa, a co-beneficiary. The trial court entered summary judgment in favor of the Bank and Comtrade appeals. The single issue raised is the correctness of the trial court's ruling.

The pertinent documents before the trial court revealed that on June 30 and August 1, 1981, the Bank agreed to act as trustee under two trust agreements naming Comtrade and Osawa as beneficiaries. The terms of the trusts were identical and provided that at the expiration of the trusts, June 30, 1984, and August 1, 1984 respectively, the assets were to be delivered to Comtrade. The property in the two trusts consisted of cash, cash equivalents such as certificates of deposit and notes payable to Comtrade.

On June 29, 1984, Osawa, which was then a debtor under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. § 1101 et seq. (1978)) requested in writing that the Bank preserve the funds in the trust for the benefit of Osawa and Comtrade pending an order by the United States Bankruptcy Court. Osawa predicated this request on its assertion that the transfer of the trust funds into the trust may have been fraudulent and that any transfer of the funds by the Bank may be in violation of the automatic stay provision under the United States Bankruptcy Code. Osawa suggested that the Bank file an interpleader action before the bankruptcy court and cautioned that any transfer of the funds in the trust was at the Bank's own risk and peril.

Comtrade denied that Osawa was entitled to any benefit from the trust funds and demanded that the Bank distribute the trust funds to Comtrade as provided in the trust agreements.

Upon receiving the beneficiaries' demands, the Bank filed a complaint for interpleader against Comtrade and Osawa in the United States Bankruptcy Court. After a hearing, at which all the parties were present, the Bank was ordered to deposit the assets of the trust with the clerk of the United States Bankruptcy Court. Comtrade did not object to this disposition of the trust funds.

Following the ruling in the interpleader action, Comtrade filed a complaint in the circuit court of Lake County alleging that the Bank's commencement of the interpleader action in the bankruptcy court was a deliberate breach of the terms of the trust and was not mandated by Federal or State law. Comtrade affirmatively stated that it was not making a claim for the trust assets, that rather it was seeking consequential damages resulting from its being required to write down its net worth and to restrict its business.

In response, the Bank moved for summary judgment. Its motion averred that because there were no instructions in the trust agreements regarding disbursement of the trust funds in the event of a dispute between the beneficiaries it filed the interpleader action in the exercise of its fiduciary obligations as trustee. The Bank asserted that in the absence of any genuine issue as to any material fact it was entitled to judgment as a matter of law.

Comtrade filed a response to the Bank's summary judgment motion asserting that Osawa was without authority to demand funds from the Bank, and that the interpleader action was not in the exercise of the Bank's fiduciary obligations to Comtrade. In a supporting memorandum, Comtrade referred to a clause in the trust agreement which stated that the trustee could resign at any time upon 10 days' written notice and argued that this was the appropriate remedy for the Bank to have chosen instead of filing a complaint for interpleader. In addition, Comtrade suggested that the Bank connived with Osawa in bringing the interpleader action.

The court entered summary judgment in favor of the Bank, concluding that a trustee faced with conflicting claims from its beneficiaries has the duty to interplead them where the trust agreements do not tell the trustee how to respond to such conflicting claims.

On appeal, Comtrade argues that a "significant factual question" exists as to whether the Bank's decision to commence the interpleader action was motivated by a "malicious animus." Comtrade further contends that the Bank acted contrary to the explicit terms of the trusts when it filed the interpleader action, relying on a clause in the agreements providing that the trustee could resign at any time upon 10 days' written notice.

A movant is entitled to summary judgment when "the pleadings, depositions and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." (Ill.Rev.Stat.1983, ch. 110, par. 2-1005.) In reviewing a trial court's entry of summary judgment, the function of this court is to determine whether the trial court correctly ruled that no genuine issue of material fact...