{ "id": 5481566, "name": "FIRST NATIONAL BANK OF LA GRANGE, Trustees, Plaintiff-Appellee, v. MID-STATES ENGINEERING & SALES, INC., Defendant-Appellant", "name_abbreviation": "First National Bank v. Mid-States Engineering & Sales, Inc.", "decision_date": "1981-10-09", "docket_number": "No. 80-2488", "first_page": "572", "last_page": "576", "citations": [ { "type": "official", "cite": "103 Ill. App. 3d 572" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "132 N.E. 514", "category": "reporters:state_regional", "reporter": "N.E.", "weight": 2, "pin_cites": [ { "page": "516" } ], "opinion_index": 0 }, { "cite": "299 Ill. 133", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5021195 ], "weight": 2, "pin_cites": [ { "page": "137-38" } ], "opinion_index": 0, "case_paths": [ "/ill/299/0133-01" ] }, { "cite": "249 N.E.2d 287", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "110 Ill. App. 2d 1", "category": "reporters:state", "reporter": "Ill. App. 2d", "case_ids": [ 1594032 ], "opinion_index": 0, "case_paths": [ "/ill-app-2d/110/0001-01" ] }, { "cite": "105 N.E.2d 122", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "346 Ill. App. 467", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 2430666, 2431837 ], "opinion_index": 0, "case_paths": [ "/ill-app/346/0467-02", "/ill-app/346/0467-01" ] }, { "cite": "166 N.E. 60", "category": "reporters:state_regional", "reporter": "N.E.", "year": 1952, "opinion_index": 0 }, { "cite": "334 Ill. 510", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5221046 ], "year": 1952, "opinion_index": 0, "case_paths": [ "/ill/334/0510-01" ] }, { "cite": "87 Ill. 344", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5342783 ], "weight": 2, "pin_cites": [ { "page": "345" } ], "opinion_index": 0, "case_paths": [ "/ill/87/0344-01" ] }, { "cite": "78 Ill. 446", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 824036 ], "weight": 2, "pin_cites": [ { "page": "448" } ], "opinion_index": 0, "case_paths": [ "/ill/78/0446-01" ] }, { "cite": "165 N.E.2d 286", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "18 Ill. 2d 538", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5327764 ], "pin_cites": [ { "page": "544" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/18/0538-01" ] }, { "cite": "393 N.E.2d 1252", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "74 Ill. App. 3d 914", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3269367 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/74/0914-01" ] }, { "cite": "173 N.E. 465", "category": "reporters:state_regional", "reporter": "N.E.", "year": 1979, "opinion_index": 0 }, { "cite": "341 Ill. 548", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5250986 ], "year": 1979, "opinion_index": 0, "case_paths": [ "/ill/341/0548-01" ] }, { "cite": "369 N.E.2d 525", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "54 Ill. App. 3d 317", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3401913 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/54/0317-01" ] } ], "analysis": { "cardinality": 554, "char_count": 10782, "ocr_confidence": 0.821, "pagerank": { "raw": 1.290150931172681e-07, "percentile": 0.6196112205769525 }, "sha256": "7f58c76ec8bff352b5af26309c1756fa068bab86597df63914d2d9a325a6c3dd", "simhash": "1:3154ca7d934cae4c", "word_count": 1894 }, "last_updated": "2023-07-14T15:16:39.830915+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "FIRST NATIONAL BANK OF LA GRANGE, Trustees, Plaintiff-Appellee, v. MID-STATES ENGINEERING & SALES, INC., Defendant-Appellant." ], "opinions": [ { "text": "PRESIDING JUSTICE SULLIVAN\ndelivered the opinion of the court:\nDefendant appeals a declaratory judgment in plaintiff\u2019s favor, contending the trial court erred in holding that the phrase \u201cto the date of death\u201d in an agreement was intended to include the date on which plaintiff\u2019s decedent, John D. MacGuffin, died.\nThe facts are largely undisputed. Plaintiff is the successor trustee under a self-declaration of trust established by decedent, who was a director, officer, and shareholder of defendant. Upon decedent\u2019s death on November 17, 1979, plaintiff became the owner, under the trust, of 32,500 of the 65,000 outstanding shares of defendant\u2019s stock. The remaining 32,500 shares were owned by Richard Bland.\nDecedent, Bland, and defendant had executed a \u201cBuy-Sell Agreement\u201d (agreement) in 1971 which, in pertinent part, required defendant to purchase decedent\u2019s interest after his death at a price to be computed as provided in the agreement and paid over a 4-year period at 6 percent annual interest. The agreement also required that in the event of such purchase, the value of the stock was to be determined by an audit of the defendant\u2019s books covering the period from the date of the last audit report to the date of decedent\u2019s death. Pursuant thereto, defendant had an audit made covering the period from the last audit through November 16, 1979, the day before decedent\u2019s death, which excluded from the audit $174,360, which became an asset of defendant as beneficiary of several life insurance policies on decedent.\nPlaintiff filed a complaint for declaratory judgment alleging that the audit should have encompassed November 17, 1979, the date of decedent\u2019s death, which would have included the insurance proceeds. Defendant then moved for judgment on the pleadings on the ground that as a matter of law the word \u201cto\u201d in the phrase \u201cto the date of death\u201d excludes November 17,1979, which therefore was properly omitted from the audit evaluating its assets. Plaintiff then filed a cross-motion for judgment which was granted on the finding of the trial court that the phrase \u201cto the date of death\u201d included November 17, 1979\u2014the date of decedent\u2019s death. This appeal is taken from that judgment.\nOpinion\nThe sole issue presented on appeal is whether the phrase \u201cto the date of death,\u201d as commonly understood in the law, includes or excludes the date of decedent\u2019s death. The agreement in question provides in relevant part:\n\u201c1. In the event of the death of either of the Second Parties [decedent or Bland], the said Second Parties * * * do hereby agree to sell to the First Party [defendant] and the First Party agrees to purchase * * * all of the capital stock standing in the name of any such deceased shareholder * s 0 at the book value of said capital stock as hereinafter set forth in paragraph 3. ft ft ft\n3. In the event of the purchase of stock from the estate of any shareholder under the provisions of Paragraph 1 of this agreement, the book value of the stock of said corporation shall be determined by audit of the books of account of said corporation by Alexander X. Kuhn & Co., Certified Public Accountants, covering the period from the date of the last audit report to the date of death.\u201d\nIt is a familiar principle of contract construction that the words used be given their ordinary, natural and commonly accepted meaning unless it clearly appears that the parties intended to ascribe to them a peculiar or unusual meaning. (Illinois Valley Asphalt, Inc. v. La Salle National Bank (1977), 54 Ill. App. 3d 317, 369 N.E.2d 525.) Equally well established is the rule that every contract is presumed to incorporate existing law (Illinois Bankers Life Association v. Collins (1930), 341 Ill. 548, 173 N.E. 465; Needy v. Sparks (1979), 74 Ill. App. 3d 914, 393 N.E.2d 1252), so that \u201cthe courts, in construing the existing law as part of the express contract, * * * are merely construing the contract in accordance with the intent of the parties\u201d (Schiro v. W. E. Gould & Co. (1960), 18 Ill. 2d 538, 544, 165 N.E.2d 286).\nWith respect to the use of the word \u201cto\u201d in a contract, it is stated in 34 Ill. L. & Prac. Time \u00a77 (1958) that:\n\u201cWhere the time for doing an act is extended \u2018to\u2019 a specified date, the doing of the act on the specified date is too late. Originally, where a contract simply provides that it is to extend to a certain date, the word \u2018to\u2019 means until and excludes the date following it as a part of the contract, but where a contract is to take effect from its date, and to continue to a certain other date, the latter is not excluded but is to be considered as the last day of the contract.\u201d\nDefendant refers us to a number of cases in support of its position that the date of defendant\u2019s death should be excluded from the audit. We believe, however, that they are distinguishable from the case before us. In Stearns v. Sweet (1875), 78 Ill. 446, a question was raised as to whether an endorsement on each of a number of promissory notes which read \u201c[ijnterest paid on the within note to July 26 \u00b0 * \u00b0\u201d had the effect of extending the time for payment of the notice through July 26. The court stated:\n\u201c[I]t is clear the interest was paid only until or before the 26th inst.\u2014that is, embracing the time which was completed when the 26th day commenced.\u201d (78 Ill. 446, 448.)\nIt was thus held that July 26 was excluded. In Clark v. Ewing (1877), 87 Ill. 344, the trial court extended the time for a pleading to the third Monday of July. In rejecting the argument that the time did not expire until the end of that day, the reviewing court held that the words \u201cto the third Monday of July\u201d meant \u201cuntil the meeting of the court upon that day.\u201d (87 Ill. 344, 345.) In Taylorville Sanitary District v. Nelson (1929), 334 Ill. 510, 166 N.E. 60, the time for the filing of a pleading was extended \u201cto November 14\u201d and it was held that its filing on that day was not within the time allowed, as the phrase \u201cto November 14\u201d excluded that date. In Martin v. New York, Chicago & St. Louis R.R. Co. (1952), 346 Ill. App. 467,105 N.E.2d 122 (abstract), the time to file a motion for a new trial was extended to November 22, and the court found that the filing of the motion on that date was untimely.\nIt is clear that the principle uniting the foregoing cases appears to be, as stated above in the quotation from Ill. L. & Prac.: \u201cWhere the time for doing an act is extended \u2018to\u2019 a specified date, the doing of the act on the specified date is too late.\u201d While in that sense, the use of the word \u201cto\u201d serves as a term of exclusion, we note that in the case before us no extension of time to a specific date within which to do an act was involved.\nThe case of Domke v. McCue (1968), 110 Ill. App. 2d 1, 249 N.E.2d 287, also cited by defendant, is likewise distinguishable. There, the court in construing the phrase \u201cto be distributed equally among my nieces and nephews as enumerated in Paragraphs 1 to 13 0 0 *\u201d found that the word \u201cto\u201d was not intended to be used inclusively. This construction, however, was reached because the testatrix had used the phrase \u201cto and inclusive\u201d in other provisions of the will, and the court reasoned that it would have been inconsistent with her intention to have found that the word \u201cto\u201d was inclusive where it was used alone. In the instant case, the record discloses no terminology similar to that considered in Domke v. McCue.\nBecause no extension of time to a specific date was involved here, we believe the facts more appropriately come within the rule as stated in the above quotation from Ill. L. & Prac., that \u201cwhere a contract is to take effect from its date, and to continue to a certain other date, the latter is not excluded but is to be considered as the last day of the contract.\u201d It is our view that the agreement requiring an audit covering a period from the date of the last audit to the date of decedent\u2019s death is inclusive of the latter date. It appears that the facts are analogous to another case cited by defendant\u2014Brandenburg v. Buda Co. (1921), 299 Ill. 133, 132 N.E. 514. No extension to a specific date was involved in that case where, in pertinent part, the contract provided that it took effect from its date October 19, 1911, to July 1,1916, and from year to year thereafter unless terminated by a notice given 60 days prior to July 1 of any year thereafter. A notice of termination was given April 23, 1916, to take effect on July 1, 1916, and the question presented was whether the phrase \u201cto July 1,1916\u201d excluded or included that date. If the former, the notice would have terminated the contract on July 1, 1916; but, if the latter, the contract would not be terminated until the next year\u2014or July 1,1917. Finding that July 1 was included within the time period contemplated by the contract, the court stated:\n\u201c[W]here a contract is to take effect from its date and continue to a certain other date, the latter date is not excluded but is to be considered as the last day of the contract. [Citation.] So in this case, the contract is to continue from October 19, 1911, to July 1, 1916, and from year to year thereafter until terminated. All years of this contract after July 1, 1912, therefore end at midnight of July 1 and begin July 2.\u201d 299 Ill. 133, 137-38, 132 N.E. 514, 516.\nMoreover, we note that the issue before the court in Brandenburg v. Buda was the effectiveness of the notice of termination and, in this regard, the fixing of the last day of the contract was crucial. Similarly, in the case before us, the time period encompassed by the audit was the issue, and the fixing of the last day thereof was not only crucial but was not determinable until decedent died. Thus, while the beginning date of the audit was certain\u2014in the language \u201cfrom the date of the last audit report\u201d\u2014the time period encompassed by the audit would not be known until the date of death. It appears clear that the parties intended that the occurrence of such event would settle and bring to a close the auditing period, just as the date July 1, 1916, concluded the contractual period in Brandenburg. Under the circumstances presented herein, we are of the opinion that the trial court correctly held that the word \u201cto\u201d was used inclusively and that the period of the audit included the date of decedent\u2019s death. Accordingly, the judgment appealed from is affirmed.\nAffirmed.\nMEJDA and WILSON, JJ., concur.", "type": "majority", "author": "PRESIDING JUSTICE SULLIVAN" } ], "attorneys": [ "Francis P. Smith, of Shaheen, Lundberg and Callahan, of Chicago, for appellant.", "Frank R. Reynolds, Jr., of Reynolds and Reynolds, of Chicago, for appellee." ], "corrections": "", "head_matter": "FIRST NATIONAL BANK OF LA GRANGE, Trustees, Plaintiff-Appellee, v. MID-STATES ENGINEERING & SALES, INC., Defendant-Appellant.\nFirst District (5th Division)\nNo. 80-2488\nOpinion filed October 9, 1981.\nRehearing denied February 22, 1982.\nFrancis P. Smith, of Shaheen, Lundberg and Callahan, of Chicago, for appellant.\nFrank R. Reynolds, Jr., of Reynolds and Reynolds, of Chicago, for appellee." }, "file_name": "0572-01", "first_page_order": 594, "last_page_order": 598 }