Douglas Theater Corp. v. Chicago Title & Trust Co., 1083978

• Decision Date: 09 May 1997
• Docket Number: No. 1083978,No. 1-96-0458,1083978,1-96-0458
• Citation: 288 Ill.App.3d 880,681 N.E.2d 564,224 Ill.Dec. 249
• Parties: , 224 Ill.Dec. 249 DOUGLAS THEATER CORPORATION, an Illinois Corporation, Plaintiff-Appellant, v. CHICAGO TITLE & TRUST COMPANY, as Trustee under Trust; Harold Binstein as Beneficiary of Trust; Gold Standard Enterprises, Inc., an Illinois Corporation; and Chalet Internationale, Inc., an Illinois Corporation, Defendants-Appellees. 1
• Court: United States Appellate Court of Illinois

Page 564

681 N.E.2d 564

288 Ill.App.3d 880, 224 Ill.Dec. 249

DOUGLAS THEATER CORPORATION, an Illinois Corporation Plaintiff-Appellant, v. CHICAGO TITLE & TRUST COMPANY, as Trustee under Trust No 1083978; Harold Binstein as Beneficiary of Trust No 1083978; Gold Standard Enterprises, Inc., an Illinois Corporation; and Chalet Internationale, Inc., an Illinois Corporation, Defendants-Appellees. ¹ No. 1-96-0458.

Appellate Court of Illinois First District, Fifth Division.

May 9, 1997.

Rehearing Denied June 25, 1997.

John A. Cook, Mercedes Matias, John August Cook, P.C., Chicago, for Plaintiff-Appellant.

Paul K. Vickrey, Patrick F. Solon, Niro, Scavone, Haller & Niro, Chicago, for Defendants-Appellees.

Justice HOURIHANE delivered the opinion of the Court:

Plaintiff, Douglas Theater Corporation (Douglas Theater), appeals from the order of the circuit court dismissing with prejudice its complaint for tortious interference with contract and tortious interference with prospective economic advantage. For the reasons that follow, we affirm the judgment of the circuit court.

BACKGROUND

This is the third time this case has visited this court. See Douglas Theater Corp. v. Chicago Title & Trust Co., 210 Ill.App.3d 301, 155 Ill.Dec. 88, 569 N.E.2d 88 (1991) (hereafter Douglas Theater I ); Douglas Theater Corp. v. Chicago Title & Trust Co., 266 Ill.App.3d 1037, 204 Ill.Dec. 360, 641 N.E.2d 584 (1994) (hereafter Douglas Theater II ). The dispute involves real property located at Wellington Avenue and Clark Street in Chicago. Title to the property was previously held by American National Bank (ANB), as trustee. In 1978, ANB leased a portion of the property to defendant Gold Standard Enterprises, Inc. (Gold Standard), a company owned by defendant Harold Binstein (Binstein). In 1982, ANB leased the adjoining portion of the property to Douglas Theater. Douglas Theater's lease included a purchase option as to certain of the property.

In 1983, Binstein acquired the entire property and placed title in defendant Chicago Title & Trust Company (Chicago Title), as trustee, with Binstein as the sole trust beneficiary. Binstein's purchase was subject to the Douglas Theater and Gold Standard leases, which ANB assigned to Chicago Title.

In 1986, Douglas Theater exercised its purchase option. A dispute subsequently arose as to whether Douglas Theater's option included the theater basement and a vacated alley and resulted in Douglas Theater initiating the instant litigation. The trial court entered judgment for plaintiff as to its claim for specific performance, ordering Binstein and Chicago Title to convey the disputed property, and reserved judgment on the issue of equitable compensation, pending outcome of the appeals. In Douglas Theater I we affirmed the decision of the circuit court.

Upon consideration of Douglas Theater's claim for equitable compensation, the circuit court entered judgment in favor of Douglas Theater and against Binstein in the approximate amount of $23,000 for lost rental income. With the exception of plaintiff's claim for tortious interference with economic advantage, all of plaintiff's other claims for damages were dismissed with prejudice. As to plaintiff's tortious interference claim, the court dismissed this cause of action without prejudice with leave to replead in the law division. In Douglas Theater II we affirmed this decision of the circuit court.

Douglas Theater thereafter filed its Amended Complaint at Law, seeking damages for tortious interference with prospective economic advantage and tortious interference with contract. Defendants moved to dismiss pursuant to sections 2-615 and 2-619 of the Code of Civil Procedure (Code) (735 ILCS 5/2-615, 5/2-619 (West 1994)), asserting that the Amended Complaint fails to state a cause of action under either theory, that a new claim for tortious interference with contract was added without leave of court, and that plaintiff's claims are barred by the applicable statute of limitations and the circuit court's prior order of dismissal. The circuit court granted defendants' motion to dismiss with prejudice, and subsequently denied Douglas Theater's Motion to Reconsider and for Leave to File a First Amendment to Amended Complaint at Law. This appeal followed. 155 Ill.2d R. 303.

ANALYSIS

The circuit court's order of dismissal states only that plaintiff's amended complaint is dismissed "[f]or the reasons stated by defendants in movants' motion papers". We note also that the proceedings were not transcribed. Where the trial court does not specify the grounds on which it relied in granting a motion to dismiss, this court will presume it was upon one of the grounds properly presented. Zielinski v. Chris W. Knapp & Son, Inc., 277 Ill.App.3d 735, 739, 214 Ill.Dec. 340, 660 N.E.2d 1289 (1995). This court may also affirm the decision of the trial court on any basis called for by the record. Esposito v. Dior Builders, 274 Ill.App.3d 338, 345, 210 Ill.Dec. 726, 653 N.E.2d 921 (1995). Thus, we first consider defendant's arguments under section 2-615 of the Code.

Dismissal of a cause of action pursuant to section 2-615 is appropriate only where it clearly appears that no set of facts can be proved under the pleadings which will entitle plaintiff to recovery. Heritage Pullman Bank & Trust Co. v. Carr, 283 Ill.App.3d 472, 476, 219 Ill.Dec. 136, 670 N.E.2d 814 (1996). In ruling on such a motion, the court must take as true all well-pled facts of the complaint and draw all reasonable inferences therefrom in favor of plaintiff. Beck v. Budget Rent-A-Car, 283 Ill.App.3d 541, 543, 218 Ill.Dec. 809, 669 N.E.2d 1335 (1996). Because the question of whether a complaint states a valid cause of action is a question of law, review of a dismissal pursuant to a section 2-615 motion is de novo. Beck, 283 Ill.App.3d at 543-44, 218 Ill.Dec. 809, 669 N.E.2d 1335.

Plaintiff asserts that its amended complaint at law adequately sets forth the following causes of action: tortious interference with contract against defendant Binstein (count I); tortious interference with contract against defendant Gold Standard on a respondeat superior basis (count II); and tortious interference with prospective economic advantage against defendants Binstein and Chicago Title (count III).

To succeed on a claim for tortious interference with contractual rights, plaintiff must plead and prove the following elements: the existence of a valid and enforceable contract between the plaintiff and another; the defendant's awareness of this contractual relation; the defendant's intentional and unjustified inducement of a breach of the contract; a subsequent breach by the other, caused by the defendant's wrongful conduct; and damages. HPI Health Care v. Mt. Vernon Hospital, 131 Ill.2d 145, 154-55, 137 Ill.Dec. 19, 545 N.E.2d 672 (1989).

Plaintiff argues on appeal that count I of the amended complaint adequately states such a cause of action in that plaintiff alleges, inter alia, that Binstein, as sole beneficiary of the trust, instructed Chicago Title to refuse to convey the entirety of the option property, thereby placing ANB in breach of its contractual lease obligations to Douglas Theater.

Defendants respond that count I is insufficient in that Binstein, who was a party to the lease, could not have tortiously interfered with his own contract; that plaintiff has failed to allege any actions by Binstein directed toward a third party, a necessary element in an action for tortious interference; and that plaintiff's claim is really one for contract damages which has been fully litigated pursuant to plaintiff's claim for specific performance. We agree.

It is settled law that a party cannot tortiously interfere with his own contract; the tortfeasor must be a third party to the contractual relationship. Quist v. Board of Trustees, 258 Ill.App.3d 814, 821, 196 Ill.Dec. 262, 629 N.E.2d 807 (1994); IK Corp. v. One Financial Place Partnership, 200 Ill.App.3d 802, 819, 146 Ill.Dec. 198, 558 N.E.2d 161 (1990). Accordingly, Binstein cannot be liable for tortious interference with the Douglas Theater lease if he was a party thereto.

Preliminarily, we observe that the same lease with which plaintiff now claims Binstein tortiously interfered is the same lease involved in plaintiff's successful claim for specific performance in Douglas Theater I. Significantly, plaintiff's claim for specific performance against Binstein implicitly recognized that Binstein became a party to the lease when he took the property subject to Douglas Theater's rights. Binstein was, in fact, the only party (along with Chicago Title, as trustee) to whom plaintiff could look for performance of the lease obligations. Thus, because Binstein was a party to the Douglas Theater lease, no claim against Binstein for tortious interference with that contract will lie.

Relying on Blivas & Page, Inc. v. Klein, 5 Ill.App.3d 280, 282 N.E.2d 210 (1972) and Regan v. Garfield Ridge Trust & Savings Bank, 220 Ill.App.3d 1078, 163 Ill.Dec. 605, 581 N.E.2d 759 (1991), both second district cases, plaintiff contends that because Binstein was not an "original" party to the Douglas Theater lease, he may be held liable for tortious interference with that contract. In Blivas & Page, defendant Klein orally agreed with plaintiffs to hire their architectural firm if Klein was named sponsor of a building project. The project was ultimately approved with defendants Klein and Kay as sponsors, but Klein rejected plaintiffs as architects. A jury entered a verdict against defendants for breach of the oral agreement by Klein, wrongful inducement of that breach by Kay, and conspiracy between Kay and Klein to accomplish those aims.

On appeal, Kay argued that when he became Klein's partner, he became a party to the contract with plaintiffs and could not commit the tort of inducing the breach thereof. This argument was rejected because Kay was not an original party to the contract...