Rush Univ. Med. Ctr. v. Sessions

• Decision Date: 20 September 2012
• Docket Number: Nos. 112906,112993.,s. 112906
• Parties: RUSH UNIVERSITY MEDICAL CENTER, Appellant, v. Roger SESSIONS et al., Trustees, Appellees (The People of the State of Illinois ex rel. Lisa Madigan, Attorney General, Intervening Appellant).
• Court: Illinois Supreme Court

980 N.E.2d 45

RUSH UNIVERSITY MEDICAL CENTER, Appellant,
v.
Roger SESSIONS et al., Trustees, Appellees (The People of the State of Illinois ex rel. Lisa Madigan, Attorney General, Intervening Appellant).

Nos. 112906
112993.

Supreme Court of Illinois.

Sept. 20, 2012.
Rehearing Denied Nov. 26, 2012.

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James R. Hellige, John T. Brooks, David B. Goroff and Erika A. Alley, Foley & Lardner LLP, Chicago, for appellant.

Lisa Madigan, Attorney General, Springfield (Michael A. Scodro, Solicitor General, and Richard S. Huszagh, Assistant Attorney General, Chicago, of counsel), for intervenor-appellant.

Edward T. Joyce and Jennifer L. Doherty, Chicago, for appellees.

Justice THOMAS delivered the judgment of the court, with opinion.

¶ 1 Plaintiff, Rush University Medical Center, filed a three-count complaint against defendants, the trustees of two trusts that were created by Robert W. Sessions. Plaintiff sought payment of $1. 5

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million from the trusts based on a philanthropic pledge that Sessions had made to plaintiff before he died. The third count of the complaint was based on the common law rule that a self-settled spendthrift trust is void as to existing and future creditors. The Attorney General of Illinois intervened in the dispute, taking the side of plaintiff. The circuit court of Cook County granted summary judgment in favor of plaintiff on count III, finding that the trust created by Sessions on February 1, 1994, was liable to pay plaintiff $1.5 million. The trustees appealed, and the appellate court reversed the order of summary judgment in favor of plaintiff on count III, ruling that the common law cause of action alleged therein was abrogated by the enactment of the Uniform Fraudulent Transfer Act ( 740 ILCS 160/1 et seq. (West 2006)). 2011 IL App (1st) 101136, 353 Ill.Dec. 628, 956 N.E.2d 490. Both plaintiff and the Attorney General filed petitions for leave to appeal ( Ill. S.Ct. R. 315 (eff. Feb. 26, 2010)), which this court allowed and consolidated for review.

¶ 2 BACKGROUND

¶ 3 The undisputed facts in the pleadings, exhibits and affidavits on file establish the following. On February 1, 1994, Robert W. Sessions established the "Sessions Family Trust" and provided that it was to be governed by the law of the Cook Islands. When Sessions created this trust, he placed into it his 99% limited partnership interest in Sessions Family Partners, Ltd, a Colorado limited partnership, as well as property in Hinsdale, Illinois. At the time of his death, these assets were valued at more than $16.2 million and $2.7 million, respectively. Sessions was both the settlor and a lifetime beneficiary of the trust. It was furthermore irrevocable, and it authorized the trustees to make distributions to Sessions of both income and principal for his "maintenance, support, education, comfort and well-being, pleasure, desire and happiness." The trust also named Sessions as the "Trust Protector," giving him the absolute power to appoint or remove trustees and to veto any of their discretionary actions. Sessions also had the power to appoint or change beneficiaries, by will or codicil, who would continue under the trust after his death. Finally, the trust contained a spendthrift provision that prohibited any trust assets from being used to pay creditors of Sessions or his estate.

¶ 4 Plaintiff is a charitable institution that operates a major teaching and research hospital in Chicago. In the fall of 1995, Sessions made an irrevocable pledge to plaintiff of $1.5 million for the construction of a new president's house on the plaintiff's university campus in Chicago. Sessions then executed successive codicils to his will, providing that any amount remaining unpaid on his $1.5 million pledge as of his death would be given to plaintiff on his death. On September 30, 1996, Sessions sent plaintiff another letter stating that his pledge was "made in order to induce [plaintiff] to construct a Rush University Presidential Residence." This second letter confirmed his earlier pledge as follows:

"I agree to provide in my will, living trust and other estate planning document * * * that (1) this pledge, if unfulfilled at the time of my death, shall be paid in cash upon my death as a debt and (2) that if this pledge is unenforceable for any reason, a cash distribution shall be made under such will, living trust or other document to [plaintiff] in an amount equal to the unpaid portion of such pledge at the time of my death."

Sessions also stated in this second letter that his pledge was binding upon his "estate, heirs, successors and assigns," except

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to the extent that he had paid the pledge before his death.

¶ 5 In reliance on Sessions' pledge, plaintiff constructed the president's house on its university campus in Chicago at a cost in excess of $1.5 million. The house has since been used as a residence for the president of the university and as a center for conferences and other university events. The plaintiff named the house the "Robert W. Sessions House" and held a public dedication honoring Sessions for his generosity. Sessions was present at the dedication and cut the ceremonial ribbon, and a plaque adorning the front of the house still bears his name. Sessions did not make any payments to plaintiff during his lifetime toward the $1.5 million pledge.

¶ 6 In February 2005, Sessions was diagnosed with late-stage lung cancer. He blamed plaintiff for not diagnosing the cancer sooner so that it could be treated. On March 10, 2005, about six weeks before he died, Sessions executed a new will revoking all previous wills and codicils. This new will made no provision for any payment to plaintiff toward his pledge. On April 19, 2005, six days before he died, Sessions created a second trust, the Robert W. Sessions Revocable Living Trust, and transferred to it his 1% general partnership interest in Sessions Family Partners, Ltd. This 1% interest was valued at $164,205. Shortly before his death, Sessions also made various gifts of about $200,000, which ostensibly reduced the eventual assets of his estate. Sessions died on April 25, 2005.

¶ 7 On December 15, 2005, plaintiff filed an amended claim, in the probate division of the circuit court of Cook County, against Sessions' estate to enforce the $1.5 million pledge. The estate contested plaintiff's claim, and litigation ensued. The Sessions estate was found to contain less than $100,000. Thus, on April 4, 2006, in a supplemental proceeding, plaintiff filed a three-count¹ verified complaint against the trustees of the Sessions Family Trust that was created in 1994, seeking to reach the trust assets to satisfy the debt owed to plaintiff by Sessions. Thereafter, plaintiff moved for summary judgment against the estate on its claim in the original proceeding, and on August 31, 2006, the circuit court granted summary judgment in favor of plaintiff. The estate appealed, and the supplemental proceeding was stayed pending the outcome of the appeal. On December 3, 2007, the appellate court, in a summary order, affirmed the summary judgment in favor of plaintiff in the estate's appeal ( In re Estate of Sessions, No. 1–07–0202, 377 Ill.App.3d 1146, 352 Ill.Dec. 148, 953 N.E.2d 84 (2007) (unpublished order under Supreme Court Rule 23 )).

¶ 8 The litigation then resumed in plaintiff's supplemental proceeding against the trustees. At some point, the Attorney General intervened in the dispute, filing a joinder in the plaintiff's pleadings.

¶ 9 Count III of plaintiff's complaint against the trustees is the only count at issue in this appeal.² That count relied upon the principle that if a settlor creates a spendthrift trust for his own benefit, it is void as to existing or future creditors and such creditors can reach the settlor's interest under the trust. Plaintiff alleged that

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as a creditor, it should be able to reach the assets of the trusts created by Sessions to satisfy its $1.5 million claim.

¶ 10 The circuit court entered summary judgment in plaintiff's favor on count III, finding that the Sessions Family Trust dated February 1, 1994, was void as to plaintiff's $1.5 million judgment against Sessions' estate and that the trust is liable for payment to plaintiff on the pledge. The court also made an express written finding pursuant to Illinois Supreme Court Rule 304(a) (eff. Jan. 1, 2006) that there was no just reason for delaying enforcement or appeal or both of its order.

¶ 11 The trustees appealed, arguing that the common law principle relied upon by plaintiff "was supplanted by the Fraudulent Transfer Act [citation], which provides specific mechanisms for proving a transfer by a debtor was fraudulent." 2011 IL App (1st) 101136, ¶ 29, 353 Ill.Dec. 628, 956 N.E.2d 490. The appellate court agreed and reversed the circuit court's entry of summary judgment in favor of plaintiff. Id. ¶¶ 31, 35. In so doing, the appellate court first acknowledged Illinois case law, including In re Marriage of Chapman, 297 Ill.App.3d 611, 620, 231 Ill.Dec. 811, 697 N.E.2d 365 (1998), and Crane v. Illinois Merchants Trust Co., 238 Ill.App. 257 (1925), that holds that a trust created for the settlor's benefit is "void" with respect to the settlor's...