{
  "id": 3498209,
  "name": "LARRY J. FELLOWS, Plaintiff-Appellee, v. WILLIAM E. MILER, Defendant-Appellant",
  "name_abbreviation": "Fellows v. Miler",
  "decision_date": "1986-03-11",
  "docket_number": "No. 3\u201485\u20140345",
  "first_page": "639",
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    "id": 8837,
    "name": "Illinois Appellate Court"
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  "analysis": {
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  "last_updated": "2023-07-14T14:39:34.513048+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
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  "casebody": {
    "judges": [],
    "parties": [
      "LARRY J. FELLOWS, Plaintiff-Appellee, v. WILLIAM E. MILER, Defendant-Appellant."
    ],
    "opinions": [
      {
        "text": "JUSTICE WOMBACHER\ndelivered the opinion of the court:\nDefendant, William Miler, appeals the judgment of the circuit court of Hancock County which found for plaintiff, Larry Fellows. The court awarded damages and assessed attorney fees against defendant. We affirm.\nPlaintiff and defendant were shareholders in a closely held Iowa corporation, M & E Arcade, Inc. The corporation was formed in 1980. At its inception, plaintiff and defendant each held a 30% interest in the corporation. In October 1982, plaintiff sold half his holdings to two other people.\nOn December 1, 1982, plaintiff contracted to sell his remaining interest to defendant and two other individuals. Plaintiff properly endorsed the back of his stock certificate and delivered it to the three men. He claimed that thereafter defendant eventually sold his portion to the other two, received payments from them, but failed to tender payment to plaintiff. The corporation\u2019s stock transfer records show that, on the agreed date, certificates representing one half of plaintiff\u2019s holdings were issued to each of the other two men.\nDefendant answered with an affirmative defense alleging that plaintiff failed to deliver the stock and, further, that plaintiff sold the interest that was to go to defendant to third parties.\nA bench trial was held on all matters. The affirmative defense was denied. Judgment in favor of the plaintiff was entered in the amount of $20,143 plus court costs and interest from the date of judgment. Plaintiff then moved for an award of attorney fees pursuant to section 2\u2014 611 of the Code of Civil Procedure (Ill. Rev. Stat. 1983, ch. 110, par. 2 \u2014 611). The trial judge, after a hearing, found that fees were merited and awarded plaintiff $1,089.50 as reasonable fees. After defendant\u2019s post-trial motions were denied, he brought this appeal.\nDefendant first claims that the finding of the trial court was against the manifest weight of the evidence. Defendant\u2019s basis for this is his allegation that plaintiff was unable to deliver his shares to defendant. He further claims that delivery could not be had until the plaintiff caused the corporation to issue a certificate for the appropriate number of shares to defendant.\nBoth parties cite section 8 \u2014 314(2) of the Uniform Commercial Code (Ill. Rev. Stat. 1983, ch. 26, par. 8 \u2014 314(2)) as controlling. It states in pertinent part: \u201c[A] transferor\u2019s duty to deliver a security under a contract of purchase is not fulfilled until he places the security in a form to be negotiated by the purchaser in the possession of the purchaser ***\u201d The committee comments state the obligation imposed by subsection (2) is to require the seller to physically deliver the security. Ill. Ann. Stat., ch. 26, par. 8 \u2014 314, Uniform Commercial Code Comment, at 284 (Smith-Hurd 1974).\nWe find the actions of the plaintiff fulfill the requirements of section 8 \u2014 314. While analysis of the section reveals no prior case law on the issue, \u201cpre-code\u201d law that does not conflict with the section is still valid. (Ill. Rev. Stat. 1983, ch. 26, par. 1 \u2014 103.) Thus, plaintiff\u2019s tendering the certificate endorsed in blank was sufficient. Certificates signed by the owner in blank have the quality of negotiable instruments. U.S. Gypsum Co. v. Faroll (1938), 296 Ill. App. 47, 15 N.E.2d 888.\nDefendant further argues, however, that the bylaws of the corporation state that \u201ctransfers of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record.\u201d This, it is argued, required plaintiff to obtain a certificate for the requisite amount of shares to complete the transfer. However, a transfer of stock in blank is valid and binding even though the transfer is not recorded on the corporate books. (Hogg v. Eckhardt (1931), 343 Ill. 246, 175 N.E.2d 382.) We further find that this bylaw imposed no duty on plaintiff after he tendered the endorsed certificate. We see no manner in which he could force the secretary of the corporation to record the transfer and issue a new certificate. Plaintiff had performed his part of the bargain.\nDefendant next complains of the admission of evidence of payment by one of the other purchasers to defendant. Originally, plaintiff introduced the exhibits, asserting that the relevance would be \u201cconnected up.\u201d That connection was not made, and the court refused to admit the exhibits. During defendant\u2019s case, the relevance was shown.\nIt was plaintiff\u2019s contention that defendant sold the shares purchased from plaintiff to other buyers. This contention arose in response to defendant\u2019s affirmative defense that plaintiff had sold the stock to different people. The exhibits were checks made out by Bagley, one of the purchasers from defendant. The amount of the two checks totaled $16,000.\nOriginally, the checks were not admitted as they did not support any allegation of the transfer by defendant. Defendant, during his case in chief, then presented the corporate record book. The records evidence a transfer of stock to Bagley. Defendant stated that he did not know why Bagley paid him $16,000. Like the trial court, we find this incredible. We also find, as did the trial court, that this evidence supports the theory of plaintiff\u2019s case against the affirmative defense. Evidence is relevant when it tends to prove a fact in controversy more or less probable when tested in light of logic and experience. (Lebrecht v. Tuli (1985), 130 Ill. App. 3d 457, 473 N.E.2d 1322.) The evidence met this test, and its admission was not erroneous.\nDefendant\u2019s final contention is that the court erred in assessing attorney fees. The basis for this is defendant\u2019s denial of plaintiff\u2019s allegations that plaintiff \u201chad performed all the terms and conditions\u201d of the contract. As we stated above, plaintiff did fulfill his duties. Thus, the denial was false. The court must then consider what information was available at the time the action was initiated in order to determine if there was probable cause. In re Eatherton (1983), 119 Ill. App. 3d 174, 456 N.E.2d 327.\nThe trial court considered the following facts: Plaintiff had endorsed the certificate in blank; the certificate was physically delivered to the three purchasers; defendant, president of the corporation, then caused the corporation to issue new shares; and defendant received $16,000 from Bagley for no apparent reason. We feel that these facts support the trial court\u2019s finding that the statement was made without probable cause. As such, the award of attorney fees is not an abuse of discretion and does not require reversal. Heinz v. County of McHenry (1984), 122 Ill. App. 3d 895, 461 N.E.2d 672.\nFinally, plaintiff requested this court to award him reasonable attorney fees and expenses incurred in this appeal. The motion was taken with the case. An appellate court can make such an award if it finds the appeal to be a needless extension of a baseless lawsuit. (McCormick v. Louis Joliet Bank & Trust Co. (1983), 114 Ill. App. 3d 205, 448 N.E.2d 205.) We make no such finding and thus deny the motion.\nTherefore, the judgment of the circuit court of Hancock County is hereby affirmed.\nAffirmed.\nSTOUDER and HEIPLE, JJ., concur.",
        "type": "majority",
        "author": "JUSTICE WOMBACHER"
      }
    ],
    "attorneys": [
      "Hubert G. Staff, of Scholz, Staff & Palmer, of Quincy, for appellant.",
      "Albert V. Ancelet, of Capps, Ancelet & Stoverink, of Carthage, for appellee."
    ],
    "corrections": "",
    "head_matter": "LARRY J. FELLOWS, Plaintiff-Appellee, v. WILLIAM E. MILER, Defendant-Appellant.\nThird District\nNo. 3\u201485\u20140345\nOpinion filed March 11, 1986.\nHubert G. Staff, of Scholz, Staff & Palmer, of Quincy, for appellant.\nAlbert V. Ancelet, of Capps, Ancelet & Stoverink, of Carthage, for appellee."
  },
  "file_name": "0639-01",
  "first_page_order": 661,
  "last_page_order": 664
}