Morey v. Hoffman
| Decision Date | 23 October 1957 |
| Docket Number | No. 34528,34528 |
| Citation | 12 Ill.2d 125,145 N.E.2d 644 |
| Parties | Lloyd MOREY, as Trustee, v. Elmer J. HOFFMAN, State Treasurer, et al., Appellees. (Michigan TypesenttingCompany, Appellant.) |
| Court | Illinois Supreme Court |
Williams & Leonard, Chicago (Ednyfed H. Williams, John M. Leonard, Jr., Chicago, Leonard D. Rutstein, Highland Park, of counsel), for appellant.
Hugh J. Graham, Jr., Mark O. Roberts, and Lee D. Martin, Springfield (Latham Castle, Atty. Gen., of counsel), for appellees.
This appeal comes to this court from the circuit court of Sangamon County, questioning the properiety of an order of that court which vacated an order and decree theretofore entered which the appellant claims approved in advance the sale of an asset known as the Esquire Apartment Hotel in Fort Lauderdale, Florida, in accordance with the requirements of a certain deed and indenture of trust. A freehold being involved, the appeal is taken directly to this court.
Orville E. Hodge, formerly Auditor of Public Accounts of the State of Illinois, in the summer of 1956, admitted the conversion to his own use of State funds. By deed and indenture of trust dated August 31, 1956, executed by Orville E. Hodge, Margaret C. Hodge, his wife, and Lloyd Morey, as trustee, the said Orville Hodge and his wife conveyed certain assets, including the Esquire Apartment Hotel, in Fort Lauderdale, Florida, to the trustee for the purpose of liquidating the assets and paying over the avails, after costs and expenses, to the general revenue of the State of Illinois. The deed and indenture of trust provided two methods of sale for liquidation of the assets. It authorized public sale after specified publications, or private sale by the trustee upon publication and after obtaining 'an Order approving such sale in advance thereof, from the Circuit Court of any County,' by 'filing a complaint or petition in equity in any such Court, making the State Treasurer and Attorney General parties thereto.' It further provided the terms of any sale should be cash, and no property so sold should be delivered, nor any title passed, unless the purchaser paid for the same in cash.
The trustee thereafter twice attempted to sell this property at public auction pursuant to the publication required by the indenture. Upon each occasion no bids were received. At one of these sales the attorney for Mrs. Hodge made known certain claims she professed to have against this and other assets, implying that bidders were acting at their peril.
Mrs. Hodge had made claim to the furnishings of penthouse 'A' in the Esquire Apartment Hotel, and failing to arrive at an amicable arrangement with the State of Illinois, she filed suit in the circuit court of Sangamon County to set aside portions of the deed and indenture of trust. So far as we can ascertain, that cause remains pending and has no bearing upon the merits of this cause, except insofar as it relates to an area of unresolved terms of this purported sale.
Being unable to accomplish liquidation by public sale, the trustee, by his agent, The Northern Trust Company, attempted a private sale. Independent appraisal fixed the fair cash market price at approximately $550,000. On December 5, 1956, the trustee received an offer to buy from the Michigan Typesetting Company for $550,000, accompanied by a check in the amount of $55,000. The Attorney General of the State of Illinois, as attorney for Lloyd Morey, the trustee, accepted this offer by letter dated December 17, 1956, pursuant to certain conversations with the buyer's representative, subject to court approval, and the ability to deliver title and a guarantee policy. The terms of purchase and sale were not then agreed upon. The written offer previously submitted was not accepted or executed, nor was it ever accepted as submitted. The Attorney General informed the Michigan Typesetting Company that publication for approval of the sale had been made as directed by the circuit court of Sangamon County. This original offer was never approved by the court. The first hearing upon the petition for approval of the private sale was held on February 13, 1957, and the court was informed that several conditions and terms of sale remained to be determined. The court took the matter under advisement until February 25, 1957, upon which date the hearing continued. A few days prior to February 25, Mrs. Hodge had taken possession of penthouse 'A' in the hotel property and refused to vacate. Thereupon an additional problem of possession confronted the proposed purchaser and seller. The problem was discussed on that date. On February 26, 1957, the court entered a decree approving the sale for cash of the Esquire Apartment Hotel to the Michigan Typesetting Company, together with improvements, furniture, fixtures, furnishings, chattels therein, a station wagon and all other hotel property and equipment necessary to conduct business, for $522,500, subject to a mortgage, and the seller to pay no commission. The decree further provided 'The agreement to be entered into between Plaintiff, Trustee, and the buyer, Michigan Typesetting Co., pursuant to this decree will be filed in this cause and be incorporated in this decree as fully as if set forth herein.' The decree additionally found that 'Plaintiff, Trustee, and Michigan Typesetting Company (a corporation created pursuant to the laws of the State of Michigan, which has entered it appearance in this cause) buyer, intend to enter into an agreement containing the terms and conditions of sale of said Esquire Hote; such agreement entered pursuant to this decree shall be filed in this cause and become incorporated in this court's decree as fully as if set forth herein.'
Thereafter the parties entered into a series of negotiations to work out the terms and conditions of an agreement, as evidenced by four exhibits, being a series of proposed agreements prepared, two by the trustee, and two by the buyer. These negotiations, when terminated, left several areas of disagreement. Some of the unresolved areas of difference are: the terms to be set in regard to the furniture in penthouse 'A' pending the disposition of the claim of Mrs. Hodge to it and upon a determination of said claim unfavorable to the trustee; whether the State should mandatorily be required to appeal an unfavorable determination of such claim; a dispute regarding what properties might be regarded as realty; the effect to be accorded a failure to secure a guarantee title policy; the time of delivery of and the taking of possession; the management of the property pending final closing; the date when the inventory should be determined, delivered, and accepted; the procurement of a quitclaim deed to the properties from Mrs. Hodge and the procedures in case she refused to execute same; the delivery of or...
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