{ "id": 2577553, "name": "GERALD F. MANNION, JR., Plaintiff and Counterdefendant-Appellant, v. STALLINGS & COMPANY, INC., Defendant and Counterplaintiff and Third-Party Plaintiff-Appellee (Mannion Mechanical Services, Inc., Third-Party Defendant-Appellant)", "name_abbreviation": "Mannion v. Stallings & Co.", "decision_date": "1990-09-24", "docket_number": "No. 1\u201489\u20140941", "first_page": "179", "last_page": "192", "citations": [ { "type": "official", "cite": "204 Ill. App. 3d 179" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "533 N.E.2d 1", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "pin_cites": [ { "page": "6" } ], "opinion_index": 0 }, { "cite": "178 Ill. App. 3d 169", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2431211 ], "weight": 2, "pin_cites": [ { "page": "176" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/178/0169-01" ] }, { "cite": "241 N.E.2d 697", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1988, "opinion_index": 0 }, { "cite": "100 Ill. App. 2d 6", "category": "reporters:state", "reporter": "Ill. App. 2d", "case_ids": [ 2821135 ], "year": 1988, "opinion_index": 0, "case_paths": [ "/ill-app-2d/100/0006-01" ] }, { "cite": "272 N.E.2d 369", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1968, "opinion_index": 0 }, { "cite": "1 Ill. App. 3d 345", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5314462 ], "year": 1968, "opinion_index": 0, "case_paths": [ "/ill-app-3d/1/0345-01" ] }, { "cite": "418 N.E.2d 1114", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1971, "opinion_index": 0 }, { "cite": "94 Ill. App. 3d 703", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3128355 ], "year": 1971, "opinion_index": 0, "case_paths": [ "/ill-app-3d/94/0703-01" ] }, { "cite": "108 N.E.2d 455", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "413 Ill. 123", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5313919 ], "opinion_index": 0, "case_paths": [ "/ill/413/0123-01" ] }, { "cite": "366 N.E.2d 319", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1934, "pin_cites": [ { "page": "326-27" } ], "opinion_index": 0 }, { "cite": "51 Ill. App. 3d 38", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3385601 ], "year": 1934, "pin_cites": [ { "page": "48" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/51/0038-01" ] }, { "cite": "413 N.E.2d 98", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "pin_cites": [ { "page": "102" }, { "page": "102" } ], "opinion_index": 0 }, { "cite": "90 Ill. App. 3d 547", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3157944 ], "weight": 2, "pin_cites": [ { "page": "552" }, { "page": "552" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/90/0547-01" ] }, { "cite": "395 N.E.2d 921", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "pin_cites": [ { "page": "927-28" } ], "opinion_index": 0 }, { "cite": "77 Ill. 2d 173", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5490363 ], "weight": 2, "pin_cites": [ { "page": "187-92" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/77/0173-01" ] }, { "cite": "552 N.E. 2d 973", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1979, "opinion_index": 0 }, { "cite": "440 N.E.2d 376", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "109 Ill. App. 3d 230", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5452202 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/109/0230-01" ] }, { "cite": "536 N.E.2d 783", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "181 Ill. App. 3d 1", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 8497895 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/181/0001-01" ] }, { "cite": "435 N.E.2d 1297", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "106 Ill. App. 3d 626", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3033857 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/106/0626-01" ] }, { "cite": "540 N.E.2d 492", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "184 Ill. App. 3d 557", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2640266 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/184/0557-01" ] }, { "cite": "229 N.E.2d 514", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1989, "opinion_index": 0 }, { "cite": "37 Ill. 2d 546", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2865712 ], "year": 1989, "opinion_index": 0, "case_paths": [ "/ill-2d/37/0546-01" ] }, { "cite": "552 N.E.2d 973", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "opinion_index": 0 }, { "cite": "135 Ill. 2d 220", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3256475 ], "weight": 3, "opinion_index": 0, "case_paths": [ "/ill-2d/135/0220-01" ] }, { "cite": "542 N.E.2d 768", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "186 Ill. App. 3d 602", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2654198 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/186/0602-01" ] }, { "cite": "466 N.E.2d 1137", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "opinion_index": 0 }, { "cite": "126 Ill. App. 3d 157", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3598184 ], "weight": 2, "opinion_index": 0, "case_paths": [ "/ill-app-3d/126/0157-01" ] }, { "cite": "546 N.E.2d 1145", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1984, "opinion_index": 0 }, { "cite": "190 Ill. App. 3d 859", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2517924 ], "year": 1984, "opinion_index": 0, "case_paths": [ "/ill-app-3d/190/0859-01" ] }, { "cite": "545 N.E.2d 672", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 5, "pin_cites": [ { "page": "677" } ], "opinion_index": 0 }, { "cite": "131 Ill. 2d 145", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5570227 ], "weight": 5, "pin_cites": [ { "page": "157" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/131/0145-01" ] }, { "cite": "271 Ill. App. 551", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 3216247 ], "pin_cites": [ { "page": "554" } ], "opinion_index": 0, "case_paths": [ "/ill-app/271/0551-01" ] }, { "cite": "303 N.E.2d 218", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1933, "pin_cites": [ { "page": "223" } ], "opinion_index": 0 }, { "cite": "14 Ill. App. 3d 697", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2685337 ], "year": 1933, "pin_cites": [ { "page": "704" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/14/0697-01" ] }, { "cite": "365 N.E.2d 316", "category": "reporters:state_regional", "reporter": "N.E.2d", "pin_cites": [ { "page": "318" } ], "opinion_index": 0 }, { "cite": "51 Ill. App. 3d 11", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3385951 ], "pin_cites": [ { "page": "14" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/51/0011-01" ] }, { "cite": "229 N.E.2d 504", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "37 Ill. 2d 494", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2866138 ], "opinion_index": 0, "case_paths": [ "/ill-2d/37/0494-01" ] }, { "cite": "482 N.E.2d 377", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 3, "pin_cites": [ { "page": "380" }, { "page": "380" } ], "opinion_index": 0 }, { "cite": "135 Ill. App. 3d 787", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3600486 ], "weight": 3, "pin_cites": [ { "page": "790" }, { "page": "791" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/135/0787-01" ] }, { "cite": "407 N.E.2d 43", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "pin_cites": [ { "page": "44-45" }, { "page": "45" } ], "opinion_index": 0 }, { "cite": "81 Ill. 2d 151", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5480949 ], "weight": 3, "pin_cites": [ { "page": "154-55" }, { "page": "154" }, { "page": "155" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/81/0151-01" ] } ], "analysis": { "cardinality": 1093, "char_count": 26775, "ocr_confidence": 0.761, "pagerank": { "raw": 3.1999362454264675e-07, "percentile": 0.8658166943323723 }, "sha256": "611e27a2460c60478b464d0a7a2ea376bb1d752eb3fd9b6437ffa34eb68ea15b", "simhash": "1:2ac679d50f4d27c5", "word_count": 4196 }, "last_updated": "2023-07-14T21:36:30.653748+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "GERALD F. MANNION, JR., Plaintiff and Counterdefendant-Appellant, v. STALLINGS & COMPANY, INC., Defendant and Counterplaintiff and Third-Party Plaintiff-Appellee (Mannion Mechanical Services, Inc., Third-Party Defendant-Appellant)." ], "opinions": [ { "text": "PRESIDING JUSTICE BUCKLEY\ndelivered the opinion of the court:\nThis appeal arises from an action brought by Gerald F. Mannion (Mannion) against Stallings & Company, Inc. (Stallings), to recover commissions under an oral employment agreement and Stallings\u2019 counterclaim against Mannion and third-party complaint against' Mannion Mechanical Services, Inc. (Mechanical Services), for tortious interference with contractual relations or business expectancy. Mannion appeals from the circuit court\u2019s order directing a verdict against him on his breach of contract action, and Mannion and Mechanical Services appeal from the judgment entered against them in the amount of $50,948 on Stallings\u2019 tortious interference action. We affirm.\nStallings, an Illinois corporation with offices in the City of Glen-wood, Illinois, is engaged in the business of manufacturing and marketing industrial controls systems. Mannion, together with his brother James R. Mannion and Mechanical Services, own certain patents relating to energy management systems, known as the \u201cBRDG-TNDR\u201d systems, which control water flow in large chilled and/or hot-water systems.\nOn January 1, 1979, Mechanical Services, to which Mannion and his brother had granted the exclusive license to the BRDG-TNDR patent, entered into a written agreement with Stallings whereby Stallings was granted the exclusive license under the patent to manufacture, use and sell BRDG-TNDR products and Stallings, in turn, agreed to pay certain flat fees and share net profits pursuant to a specified formula. From August 1977 to March 1983, Stallings employed Mannion as a salesman to work on jobs involving BRDG-TNDR systems and non-BRDG-TNDR systems.\nIn his breach of contract action before the circuit court, Mannion sought to recover past-due commissions for work performed on nonBRDG-TNDR jobs under an oral employment agreement. In its counterclaim and third-party claim, Stallings sought to recover damages for Mannion\u2019s and Mechanical Services\u2019 interference with its contractual relations or prospective business relations with a third party pursuant to its rights under the BRDG-TNDR patent.\nAt trial, the following evidence was presented in Mannion\u2019s breach of contract action. Mannion testified that around the time he accepted his employment with Stallings, he had a conversation with Thomas Stallings, Stallings\u2019 president, wherein they discussed that Mannion would \u201ccome to work for Mr. Stallings *** and that [they] would share fifty-fifty in the proceeds from the work that [Mannion] developed *** in the expansion of these present products and new system-oriented products.\u201d Mannion testified that they agreed that he would receive a $20,000 annual salary plus necessary sales expenses and the use of an automobile. He also testified that during his employ with Stallings, he received commissions on non-BRDG-TNDR items, which were computed under a formula using a 30% discount from the job profit to account for overhead, leaving a residual of 70% of the job profit to be divided on an equal basis between Stallings and himself.\nOn cross-examination, Mannion responded affirmatively to whether it was his understanding that he would receive a commission on every job he \u201ctouched\u201d at Stallings, but later clarified his answer to be \u201cit was our agreement that any job that I matured to order as my input *** in my particular area, I would get commission on.\u201d Upon further questioning, Mannion responded \u201c[m]y agreement with Stallings *** was that we would share in the work we did, and as defined between the two of us, which followed a basic product type line. I also had the responsibility to handle some of Mr. Stallings\u2019 lines without any commission.\u201d\nOn redirect examination, Mannion expounded further upon his understanding of the agreement:\n\u201c[A]ny job that incorporated a specific system concept with, where we would build up a system, an engineer system, or sell product that was of the Brant manufacture, OCI, Hume, so forth, the lines that I brought, and also the lines that I was to develop with Mr. Stallings, it was under these logos *** I was entitled to a commission arrangement.\u201d\nMannion offered into evidence computations prepared by Stallings\u2019 bookkeeper on two non-BRDG-TNDR jobs on which he was paid commissions and charts prepared by himself listing commissions paid to him and those due him on non-BRDG-TNDR jobs, the latter of which Thomas Stallings identified as jobs for which Stallings had received compensation. Mannion testified that between 1977 and the end of 1982, he was paid $48,374 on non-BRDG-TNDR jobs. He admitted on cross-examination that his suit sought reimbursement only for commissions accruing on non-BRDG-TNDR jobs in 1982 and 1983 and stated that, although he \u201cworked on\u201d numerous other non-BRDGTNDR jobs during the years 1977-81, he received one commission check in 1977-78, probably five commission checks in 1979, one commission check in 1980, and no commission checks in 1981.\nMannion also introduced into evidence letters Stallings sent to him in 1980, 1982 and 1983 which explained the money and benefits which had been paid to him during each year. Stallings\u2019 bookkeeper testified that Mannion never complained about not receiving all the commissions due him after Stallings sent these letters.\nAfter the court directed the verdict in favor of Stallings on Mannion\u2019s breach of contract claim, evidence was introduced on Stallings\u2019 counterclaim and third-party claim. On adverse examination, Mannion testified as follows. While he was employed by Stallings in 1982, he contacted Honeywell, Inc., located in Orlando, Florida, to sell BRDG-TNDR systems on behalf of Stallings. He traveled to Miami various times in connection with this business and was reimbursed for his expenses. Thomas Stallings and employees Ray Putzi and Julie Fink also worked on the Honeywell project. By the summer of 1982, the Honeywell job was \u201cpossibly in the bid stage.\u201d Mannion received a letter dated November 4, 1982, from Honeywell\u2019s sales representative informing him \u201cthat there are some drawings coming and that there\u2019s an additional item to be bid.\u201d The letter also referred to specifications for the Honeywell project, which indicated that the \u201cMannion I-S system\u201d would be manufactured by Honeywell.\nStallings introduced into evidence a purchase order \u201csubcontract agreement\u201d in the amount of $171,000, which was signed by Honeywell and dated January 7, 1983. Stallings also adduced a letter sent by Honeywell to Stallings on January 20, 1983, informing it of its intent to enter into a contract for an additional $40,000 item.\nThomas Stallings testified that the Honeywell job was entered into the Stallings\u2019 computer on January 12, 1983. He could not recall having seen a signed acceptance of the Honeywell purchase order. Thereafter, Mannion and Fink began to prepare drawings for the Honeywell job.\nThe following was further disclosed by Mannion\u2019s testimony. Man- . nion believed Stallings breached the patent license agreement in October 1982 and was aware that the patent agreement contained a provision requiring a 90-day notice to the breaching party and giving the breaching party the right to cure any alleged default within the 90-day period. Mannion adduced a letter, dated January 6, 1983, and marked \u201creceived January 11, 1983,\u201d sent by James Mannion to Stallings informing it that Stallings and Mechanical Services were in breach of the patent agreement and that \u201c[bjoth have been given the full 90 days to cure the breach.\u201d Mannion testified that Thomas Stallings informed him in early January 1983 that he had received this notice.\nMannion testified that he sent a telegram on March 1, 1983, notifying Stallings that it was in default of the patent license agreement and that he was terminating the agreement \u201cas of January 1, 1983.\u201d Mannion also sent Honeywell a telegram on March 1, informing it that Stallings had been put on notice for patent infringement of the Mannion BRDG-TNDR patent. The telegram further stated that \u201cto cause minimum delay Mannion Mechanical will honor the current job price and supply material and services for systems, price, cone, D $40,000 bag claim FIS $171,000.\u201d\nOn March 11, 1983, Mannion directed a letter to Honeywell which he understood would \u201chold Honeywell harmless\u201d for any claims made by Stallings. On that date, he also submitted a bid quotation to Honeywell. Mechanical Services ultimately received the Honeywell job and was paid $211,000 upon its completion. Mannion testified that Mechanical Services received between a $5,000 and $5,500 profit on the job.\nHerbert L. Dean, Stallings\u2019 accountant since 1977, testified over Mannion\u2019s objection that had Stallings performed the Honeywell job, it would have made a gross profit of $111,973, a net profit of $78,381, and, after deducting Mannion\u2019s share, a profit of $50,948. Dean further testified that Stallings incurred $33,592 in overhead even though it was not awarded the Honeywell project. Dean calculated the interest on the $84,540 total loss to be $21,125 from early 1983 through the end of 1988 at a 5% interest rate.\nOn Mannion\u2019s appeal from the judgment entered against him on his breach of contract action, he contends that the circuit court erred in directing the verdict against him at the close of his case in chief. When ruling on a motion for judgment at the close of a plaintiffs case in a nonjury trial, the court must first determine whether the plaintiff has made a prima facie case by presenting at least some evidence on every essential element of his cause of action, and then, if he has made out a prima facie case, the trial judge must weigh the plaintiff\u2019s evidence to determine if he has met his burden of proof by a preponderance of the evidence. (Kokinis v. Kotrich (1980), 81 Ill. 2d 151, 154-55, 407 N.E.2d 43, 44-45.) In considering the weight and quality of the evidence, the court must consider all of the evidence, including evidence favorable to the defendant, pass on the credibility of witnesses, and draw reasonable inferences from the testimony. (Kokinis, 81 Ill. 2d at 154, 417 N.E.2d at 44-45; Vandevier v. Mulay Plastics, Inc. (1985), 135 Ill. App. 3d 787, 790, 482 N.E.2d 377, 380.) If, after the weighing process, the result is the negation of some of the evidence necessary to the plaintiff\u2019s prima facie case, the court should enter judgment in the defendant\u2019s favor; if sufficient evidence necessary to establish plaintiff\u2019s prima facie case remains, the court should deny the defendant\u2019s motion. Kokinis, 81 Ill. 2d at 155, 407 N.E.2d at 45.\nIn directing the verdict for Stallings, the circuit court here incorrectly applied the standard set forth in Pedrick v. Peoria & Eastern R.R. Co. (1967), 37 Ill. 2d 494, 229 N.E.2d 504, when it found that \u201cin viewing the evidence in the light most favorable to [Mannion], [Mannion] has failed to sustain his burden of proof.\u201d No prejudice resulted to Mannion, however, because the court, in finding that Mannion did not satisfy his burden under the more lenient Pedrick standard, necessarily found that Mannion did not satisfy his burden under the standard set forth above.\nTo meet his burden in a breach of contract action, the plaintiff must establish an offer and acceptance, consideration, definite and certain terms of the contract, plaintiff\u2019s performance of all required contractual conditions, the defendant\u2019s breach of the terms of the contract, and damages resulting from the breach. (Vandevier, 135 Ill. App. 3d at 791, 482 N.E.2d at 380; O\u2019Neil & Santa Claus, Ltd. v. Xtra Value Imports, Inc. (1977), 51 Ill. App. 3d 11, 14, 365 N.E.2d 316, 318.) In reviewing the circuit court\u2019s finding that plaintiff did not sustain his burden of proof as to these elements by a preponderance of the evidence, we are mindful that a reviewing court will not reverse its decision unless it is contrary to the manifest weight of the evidence. (Vandevier, 135 Ill. App. 3d 787, 482 N.E.2d 377.) Mannion argues that the circuit court\u2019s finding is against the manifest weight of the evidence because he presented sufficient evidence as to each of the above-mentioned elements. Stallings, on the other hand, argues that there is insufficient evidence to show a meeting of the minds between the parties, definite and certain terms of the contract, or valid consideration.\nThe record discloses conflicting and vague evidence regarding the terms of the contract. Mannion first testified that his understanding of the oral agreement was that he would receive a commission on every job he \u201ctouched\u201d at Stallings, then testified that he would receive a commission on \u201cany job that [he] matured to order,\u201d and subsequently admitted that he had responsibility to handle some lines without any commission. He submitted only two computations prepared by Stallings\u2019 bookkeeper reflecting commissions he received on non-BRDG-TNDR jobs and admitted that he received only one or no commission checks in four of the five years previous to the years in which he alleges commissions are due.\nThe record further reveals little evidence to show a meeting of the minds of the parties. What,is required to establish a \u201cmeeting of the minds\u201d is \u201c \u2018a common definite meeting of intent of two parties, in selecting or accepting *** those items essential to a complete contract, as their contract. *** It must be shown that those parties selected and concurred in the terms of contract ***.\u2019 \u201d (Richton v. Farina (1973), 14 Ill. App. 3d 697, 704, 303 N.E.2d 218, 223, quoting Bartlett v. Lauff (1933), 271 Ill. App. 551, 554.) While Mannion testified to his understanding of the agreement concerning the \u201csharing\u201d of the work performed through the commission arrangement, he never testified to specific representations made by Thomas Stallings during their discussions at the time they entered into the oral employment agreement.\nIn light of the insufficient and vague evidence as to the terms of the oral contract and the parties\u2019 mutual assent to the terms, we cannot conclude that the circuit court\u2019s finding that Mannion failed to sustain his burden as to the essential elements of his breach of contract claim is against the manifest weight of the evidence.\nWe turn now to Mannion\u2019s and Mechanical Services\u2019 appeal of the judgment entered against them on Stallings\u2019 action for intentional interference with contract or business expectancy. The elements of the tort of intentional interference with contractual rights include (1) the existence of a valid and enforceable contract between the plaintiff and another, (2) the defendant\u2019s awareness of this contractual relation, (3) the defendant\u2019s intentional and unjustified inducement of a breach of the contract which causes a subsequent breach by the other, and (4) damages. (HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc. (1989), 131 Ill. 2d 145, 545 N.E.2d 672.) The elements of the tort of intentional interference with a business expectancy include (1) the existence of a valid business expectancy by plaintiff, (2) the defendant\u2019s knowledge of the expectancy, (3) the defendant\u2019s intentional and unjustified interference which prevents the realization of the business expectancy, and (4) damages. Madonna v. Giacobbe (1989), 190 Ill. App. 3d 859, 546 N.E.2d 1145; Heying v. Simonaitis (1984), 126 Ill. App. 3d 157, 466 N.E.2d 1137.\nMannion and Mechanical Services initially argue that insufficient evidence was presented to prove the existence of a valid contract or business expectancy. They point out that Stallings did not adduce a signed contract between Stallings and Honeywell regarding the Honeywell job.\nIn an action for tortious interference with business expectancy, the plaintiff need not prove the existence of a valid contract, but must demonstrate his reasonable expectancy of entering into a valid business relationship. (Malatesta v. Leichter (1989), 186 Ill. App. 3d 602, 542 N.E.2d 768; Heying, 126 Ill. App. 3d 157, 466 N.E.2d 1137.) The record discloses that Stallings had the exclusive right under terms of the patent license agreement to manufacture and market the BRDG-TNDR products and that it possessed this right at the time of Mannion\u2019s interference. Even accepting that Stallings was effectively notified of a possible breach as early as January 1983, the license agreement\u2019s provision providing Stallings with 90 days to cure any breach had not expired at the time of Mannion\u2019s interference on March 1, 1983. The record further discloses that in the summer of 1982, the Honeywell job was in the \u201cbid stage,\u201d that in November 1982 Stallings received a letter from Honeywell outlining specifications for the job which indicated that the \u201cMannion I-S system\u201d would be manufactured by Honeywell, and that in January 1983 Stallings received a purchase order subcontract agreement signed by Honeywell specifying the amount of compensation to be given to Stallings. We believe this evidence amply supports the circuit court\u2019s finding that Stallings had a reasonable expectancy of entering into a valid business relationship.\nSufficient evidence was also presented to support the circuit court\u2019s finding that Mannion had knowledge of the business expectancy and that Mannion\u2019s interference prevented the realization of the expectancy. Mannion acknowledged that he worked on the Honeywell project for Stallings throughout the stages mentioned above, that Stallings was in the \u201cbid stage\u201d with the Honeywell project in the summer of 1982, and that he received the November 1982 letter containing job specifications which indicated that the \u201cMannion I-S system\u201d would be included in Honeywell\u2019s manufacture of its product. Mannion also admitted that he submitted a bid quotation to Honeywell 10 days after he informed it that Stallings had been notified of patent infringement and that Mechanical Services ultimately entered into an identical purchase agreement with Honeywell.\nAs to the element that the defendant\u2019s actions be intentional and unjustified, no dispute exists here that Mannion\u2019s interference was intentional. In dispute, however, is whether Mannion\u2019s conduct was justified or privileged and who bore the burden of pleading and proving the justification or lack of justification. Mannion claims that he was conditionally privileged to interfere in Stallings\u2019 contractual relations and that Stallings bore the burden of overcoming the privilege. Stallings, on the other hand, denies the existence of a privilege and argues that Mannion has waived any claim of privilege by failing to raise it in his pleadings or at trial.\nOur supreme court has recently dispelled any confusion regarding the parties\u2019 burden as to pleading and proving a justification or lack of justification in actions for tortious interference with contractual relations or business expectancies. Where the conduct of a defendant is privileged, the plaintiff is required to plead and prove that the defendant\u2019s actions were done without justification or with actual malice. (HPI, 131 Ill. 2d 145, 545 N.E.2d 672; Mittelman v. Witous (1989), 135 Ill. 2d 220, 552 N.E.2d 973.) The court, however, has offered little guidance regarding the determination of the existence of a privilege. Illinois courts generally recognize privileges in instances where the defendant has acted to protect an interest which the law deems to be of equal or greater value than the plaintiff\u2019s contractual rights. (HPI, 131 Ill. 2d at 157, 545 N.E.2d at 677.) Courts have found the following actions to involve such interests: acts involving the first amendment right to petition government for redress of grievances (Arlington Heights National Bank v. Arlington Heights Federal Savings & Loan Association (1967), 37 Ill. 2d 546, 229 N.E.2d 514; King v. Levin (1989), 184 Ill. App. 3d 557, 540 N.E.2d 492); the reporting of the unauthorized practice of medicine by a veterinary member (American Pet Motels, Inc. v. Chicago Veterinary Medical Association (1982), 106 Ill. App. 3d 626, 435 N.E.2d 1297); evaluations by hired professional consultants (Genelco, Inc. v. Bowers (1989), 181 Ill. App. 3d 1, 536 N.E.2d 783); an attorney\u2019s rendering advice to his client (Schott v. Glover (1982), 109 Ill. App. 3d 230, 440 N.E.2d 376); and a corporate officer acting to influence the actions of his corporation (Mittelman, 135 Ill. 2d 220, 552 N.E. 2d 973; HPI, 131 Ill. 2d 145, 545 N.E.2d 672; Swager v. Couri (1979), 77 Ill. 2d 173, 395 N.E.2d 921). These courts, in granting the defendant a qualified privilege and placing the difficult burden on the plaintiff to overcome the privilege, have carefully balanced the defendant\u2019s interests with the plaintiff\u2019s interests and found significant policy reasons for granting a qualified privilege.\nMannion and Mechanical Services assert that their property interest in the BRDG-TNDR patent gave rise to a conditional privilege to interfere in Stallings\u2019 prospective business relationship with Honeywell, despite Stallings\u2019 undisputed allegations and proof that it had the exclusive right under the BRDG-TNDR patent to manufacture and sell the BRDG-TNDR products. They have cited no case law in their brief which has found a defendant\u2019s mere property or economic interest to be an equal or greater interest than the plaintiff\u2019s contractual rights or valid business expectancies. The case relied on by Mannion and Mechanical Services at oral argument, HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc. (1989), 131 Ill. 2d 145, 545 N.E.2d 672, does not support their contention. HPI involved the well-recognized \u201ccorporate officer privilege.\u201d The duty of corporate officers to their corporations\u2019 shareholders to use their business judgment and discretion on behalf of the corporation has been deemed by courts to take precedence over any duty they may have towards parties contracting with the corporation. (See Swager, 77 Ill. 2d at 187-92, 395 N.E.2d at 927-28; Mittelman, 135 Ill. 2d 220, 552 N.E.2d 973.) Since this privilege arises from an officer or employee\u2019s inducement of his own corporation\u2019s breach of contractual or prospective business relations with other parties, it is inapplicable to the instant circumstances.\nWe note that our research has disclosed an appellate court case, Belden Corp. v. Internorth, Inc. (1980), 90 Ill. App. 3d 547, 552, 413 N.E.2d 98, 102, which recognized the societal value of free enterprise in granting a privilege of lawful economic competition where the defendant is interfering with a competitor\u2019s prospective business relationship rather than an existing contract. This \u201ccompetitor\u2019s privilege\u201d arises when the business relation concerns a matter involving competition between the actor and the competitor. (See Candalaus Chicago, Inc. v. Evans Mill Supply Co. (1977), 51 Ill. App. 3d 38, 48, 366 N.E.2d 319, 326-27, citing Restatement of Torts \u00a7768 (1934).) In contrast, Stallings here alleged and proved that it had the exclusive right under the patent to manufacture and sell the BRDG-TNDR products and that Mannion\u2019s relation to the Honeywell project arose from his employment relationship with Stallings.\nAccordingly, because defendant has provided no basis upon which to invoke the existence of a privilege here, we hold that plaintiff was not required to allege facts from which actual malice may be inferred.\nMannion and Mechanical Services next argue that they should be granted a new trial because the trial court committed reversible error in allowing Stallings\u2019 damage expert to testify despite his failure to comply with the order excluding witnesses from the courtroom during other witnesses\u2019 testimony. While Mannion concedes that it is not reversible error to allow a witness to testify despite a violation of an order excluding witnesses unless there is a showing of prejudice (People v. Fiorito (1952), 413 Ill. 123, 108 N.E.2d 455), he has not made any showing of prejudice to justify a reversal here. As noted by the circuit court, Stallings\u2019 accountant testified to accounting procedures as applied to the Honeywell project, not as to factual or credibility matters. Under these circumstances, the circuit court\u2019s decision to permit the accountant to testify was not an abuse of its discretion.\nFinally, we address Mannion\u2019s contention that he may not be held personally liable for Mechanical Services\u2019 tortious interference with Stallings\u2019 business expectancy due to his status as a corporate officer of Mechanical Services. It is established that, although corporate officers generally are not liable for the obligations of the corporation, they are personally liable to a victim of a tort for damages resulting from their personal participation in the tort. (National Acceptance Co. of America v. Pintura Corp. (1981), 94 Ill. App. 3d 703, 418 N.E.2d 1114; McDonald v. Frontier Lanes, Inc. (1971), 1 Ill. App. 3d 345, 272 N.E.2d 369; Miller v. Simon (1968), 100 Ill. App. 2d 6, 241 N.E.2d 697.) Mannion\u2019s reliance on Motsch v. Pine Roofing Co. (1988), 178 Ill. App. 3d 169, 533 N.E.2d 1, as recognizing a contrary rule is misplaced. Motsch acknowledged the rule that a corporate officer may be held liable for torts in which he participates, but noted that the statutory cause of action in issue there expressly limited liability to persons serving in the specific capacity of an \u201cemployer.\u201d (Motsch, 178 Ill. App. 3d at 176, 533 N.E.2d at 6.) Because no dispute exists that Mannion personally participated in the common law tort present here, we find that Mannion may be held personally liable.\nIn summary, we affirm the circuit court\u2019s order directing the verdict against Mannion on his breach of contract action and the judgment entered against Mannion and Mechanical Services on Stallings\u2019 action for tortious interference with business expectancy.\nAffirmed.\nCAMPBELL and MANNING, JJ., concur.\nThe court distinguished between interference with an existing contract and interference with a prospective economic advantage because \u201c[w]hen a business relationship affords the parties no enforceable expectations, but only the hope of continued benefits, the parties must allow for the rights of others.\u201d It further explained \u201cas the degree of enforceability of a business relationship decreases, the extent of permissible interference by an outsider increases.\u201d Belden, 90 Ill. App. 3d at 552, 413 N.E.2d at 102.", "type": "majority", "author": "PRESIDING JUSTICE BUCKLEY" } ], "attorneys": [ "Donald L. Johnson, of Chicago, for appellants.", "Burke & Burke, Ltd., of Chicago (John M. Burke, of counsel), for appellee." ], "corrections": "", "head_matter": "GERALD F. MANNION, JR., Plaintiff and Counterdefendant-Appellant, v. STALLINGS & COMPANY, INC., Defendant and Counterplaintiff and Third-Party Plaintiff-Appellee (Mannion Mechanical Services, Inc., Third-Party Defendant-Appellant).\nFirst District (1st Division)\nNo. 1 \u2014 89\u20140941\nOpinion filed September 24, 1990.\nDonald L. Johnson, of Chicago, for appellants.\nBurke & Burke, Ltd., of Chicago (John M. Burke, of counsel), for appellee." }, "file_name": "0179-01", "first_page_order": 201, "last_page_order": 214 }