Henderson v. ROADWAY EXP.

• Decision Date: 19 October 1999
• Docket Number: No. 4-98-0928.,4-98-0928.
• Citation: 242 Ill.Dec. 153,308 Ill. App.3d 546,720 N.E.2d 1108
• Parties: Aaron W. HENDERSON, Plaintiff-Appellant, v. ROADWAY EXPRESS, Defendant (Liberty Life Assurance Company of Boston and Keyport Life Insurance Company, Intervenors-Appellees).
• Court: United States Appellate Court of Illinois

720 N.E.2d 1108

308 Ill. App.3d 546

242 Ill.Dec. 153

Aaron W. HENDERSON, Plaintiff-Appellant, v. ROADWAY EXPRESS, Defendant (Liberty Life Assurance Company of Boston and Keyport Life Insurance Company, Intervenors-Appellees).

No. 4-98-0928.

Appellate Court of Illinois, Fourth District.

Argued August 24, 1999.

Decided October 19, 1999.

John B. Simon, Robert S. Markin, Russ M. Strobel (argued), Jenner & Block, David Lincoln Ader, Brian P. Mack, Ancel, Glink, Diamond, Cope & Bush, P.C., Chicago, for Aaron Henderson.

William A. Chittenden, III (argued), Laura A. Smith, Peterson & Ross, Chicago, for Liberty Life Assurance Company of Boston.

Michael Resis, Glen E. Amundsen, O'Hagan, Smith & Amundsen, LLC, Chicago, for Amicus Curiae State Farm Life Insurance Company.

Lorilea Buerkett, Emmet A. Fairfield, Brown, Hay & Stephens, Springfield, for Amicus Curiae National Assn. of Settlement Purchasers.

Justice COOK delivered the opinion of the court:

In August 1997, Aaron Henderson settled a personal injury lawsuit against Roadway Express. Pursuant to the settlement agreement, Henderson agreed to accept a lump-sum payment of $137,500, 14 future annual periodic payments of $2,500 each, and a $25,000 payment due in 2012. Paragraph 3 of the settlement agreement contained an antiassignment provision that provided:

"3.0 Plaintiff's Rights to Payments

Plaintiff [Henderson] acknowledges that the Periodic Payments cannot be accelerated, deferred, increased or decreased by the Plaintiff; nor shall the Plaintiff have the power to sell, mortgage, encumber, or anticipate the Periodic Payments, or any part thereof, by assignment or otherwise." (Emphasis added.)

The settlement agreement did not prevent Roadway Express from assigning its liability. Paragraph 6 of the settlement agreement provided:

"6.0 Right to Purchase an Annuity.

Defendant itself [Roadway Express] or through its Assignee [may] reserve the right to fund the liability to make the Periodic Payments through the purchase of an annuity policy. * * * The Defendant or the assignee shall be the sole owner of the annuity policy and shall have all rights of ownership."

Soon after executing the settlement agreement, Roadway Express assigned its liability to Keyport Life Insurance Company (Keyport). The uniform qualified assignment also contained an antiassignment provision that provided "[n]one of the Periodic Payments may be accelerated, deferred, increased or decreased and may not be anticipated, sold, assigned or encumbered." (Emphasis added.) Keyport subsequently purchased an annuity from Liberty Life Assurance Company of Boston (Liberty) to fund its liability to make payments to Henderson. The annuity contract stated "the rights and privileges stated in this policy may be exercised only by the Owner [(Keyport)]."

Despite the antiassignment provisions, Henderson attempted to assign a portion of his future settlement payments in May 1998 to Singer Asset Finance Company (Singer) in exchange for an immediate, discounted lump-sum payment. Under the terms of the purchase agreement, Henderson would receive a lump-sum payment of $12,210 in exchange for his assignment to Singer of 12 annual payments of $2,500. Thereafter, Henderson filed a petition to allow assignment of annuity benefits with the circuit court of Vermilion County. Section 155.34 of the Illinois Insurance Code (Insurance Code) prohibits assignment of structured settlement benefits without court approval. 215 ILCS 5/155.34 (West 1998).

The circuit court refused to approve Henderson's assignment, holding the settlement agreement clearly and unambiguously prohibited the parties from assigning any of the periodic payments. Henderson appeals, attacking the circuit court's decision with a barrage of arguments. Henderson argues his assignment should have been upheld despite the antiassignment clause because the modern trend of authority disfavors contractual prohibitions on assignments, especially in his case, where the antiassignment provisions were ambiguous and failed to expressly make the assignment "void." Also, Henderson argues the assignment must be allowed where the only obligation is the payment of money, the antiassignment provisions are waived because they were for his sole benefit, and the assignment is consistent with section 155.31 of the Insurance Code. Henderson's final contention is that article 9 of the Uniform Commercial Code—Secured Transactions (Commercial Code) (810 ILCS 5/9-101 through 9-9902 (West 1998)) prohibits the enforcement of the restrictions on assignments.

The trial court's denial of Henderson's assignment was based on its interpretation of the settlement contract. Construing the language of a contract is a question of law, and we review a trial court's determination of a contract de novo. Reaver v. Rubloff-Sterling, L.P., 303 Ill.App.3d 578, 581, 236 Ill.Dec. 973, 708 N.E.2d 559, 561 (1999)

. When construing a contract, our duty is to effectuate the intent of the parties to the contract. Blackhawk Hotel Associates v. Kaufman, 85 Ill.2d 59, 64, 51 Ill.Dec. 658, 421 N.E.2d 166, 168 (1981). The intent of the parties must be determined from the plain and ordinary meaning of the language of the contract, unless the contract is ambiguous. Foxfield Realty, Inc. v. Kubala, 287 Ill. App.3d 519, 523, 223 Ill.Dec. 52, 678 N.E.2d 1060, 1063 (1997). A contract is ambiguous only if it is susceptible to more than one reasonable interpretation. Reaver, 303 Ill.App.3d at 581,

236 Ill.Dec. 973,

708 N.E.2d at 561.

Henderson claims the settlement agreement is ambiguous regarding the permissibility of assignments because paragraph 14 of the same agreement states:

"14.0 Entire Agreement and Successors in Interest

This Settlement Agreement contains the entire agreement between the Plaintiff and the Defendant with regard to the matters set forth in it and shall be binding upon and enure to the benefit of the executors, administrators, personal representatives, heirs, successors and assigns of each." (Emphasis added.)

Henderson argues that while paragraph 3 purports to bar assignments, paragraph 14 recognizes the validity of such assignments. Due to this conflict, Henderson argues the settlement agreement is confusing and ambiguous, and the antiassignment provisions must be construed as unenforceable.

We find the plain language of the settlement agreement clearly indicates the parties intended to forbid Henderson from assigning his periodic payments. Paragraph 3, entitled "Plaintiff's Rights to Payments," specifically states Henderson lacked the power to sell or anticipate his periodic payments, "by assignment or otherwise." Paragraph 14, appears to address an entirely different issue and does not render the contract ambiguous or conflicting. Paragraph 14, entitled "Entire Agreement and Successors in Interest," appears to be an integration clause that addresses the issue of who retains rights under the agreement upon the death or dissolution of a party. The two clauses are easily harmonized. Paragraph 3 specifically prevents Henderson from assigning periodic payments, but does not prevent either party from assigning other rights or obligations under the contract. The reference to "assigns" in paragraph 14 may reasonably be interpreted to refer to those assignments that are not expressly prohibited under the contract. When both a general and specific clause address the same subject, full effect should be given to the more specific clause, and the general clause should be given whatever modification the specific clause makes necessary. Grevas v. United States Fidelity & Guaranty Co., 152 Ill.2d 407, 411, 178 Ill.Dec. 419, 604 N.E.2d 942, 944 (1992). Also, when possible, courts should construe a contract so that different provisions are harmonized and not conflicting with one another. Snelten v. Schmidt Implement Co., 269 Ill.App.3d 988, 993, 207 Ill.Dec. 578, 647 N.E.2d 1071, 1074 (1995). Judging from the clear and logical meaning of the language of the whole contract, it appears the parties intended just what the contract said: Henderson lacked the power to assign the periodic payments. All parties were represented by counsel during the drafting of the settlement agreement and Henderson does not allege he suffered from an inferior bargaining position.

Nevertheless, Henderson contends we should set aside the antiassignment provision because the recent weight of authority disfavors such provisions and refuses to enforce them unless they explicitly state that any attempted assignment is "`void,' or `invalid,' or `otherwise ineffective.' "In support of this contention, Henderson cites various federal cases, cases from other jurisdictions, the Restatement (Second) of Contracts § 322 (1981), and leading commentators on the law of contracts.

Illinois case law has never addressed the specific issue of whether a court may disregard an antiassignment provision in a structured settlement agreement. Few Illinois decisions have addressed the issue of validity of antiassignment provisions at all. In cases involving real estate, such provisions are generally disfavored and narrowly construed. See Postal Telegraph Cable Co. v. Western Union Telegraph Co., 155 Ill. 335, 347-48, 40 N.E. 587, 590 (1895) ("[r]estrictions on the power of alienation have long been [dis]favored"); Wachta v. First Federal Savings & Loan Ass'n, 103 Ill.App.3d 174, 181, 58 Ill.Dec. 676, 430 N.E.2d 708, 715 (1981) (the policy of this State has always been to construe such restrictions with the utmost strictness). In State Street Furniture Co. v. Armour & Co., 345 Ill. 160, 177 N.E. 702 (1931), the Supreme Court of Illinois upheld the assignment of an employee's wages despite a provision disallowing assignments without the employer's consent. The court stated, "[w]hen one has incurred a debt * * * the debtor cannot restrain its alienation * * *. A debt is property, which may be sold or assigned * * *." State Street Furniture Co., 345 Ill....