{ "id": 5263071, "name": "M.S. KIND ASSOCIATES, INC., Plaintiff-Appellant, v. MARK EVAN PRODUCTS, INC., Defendant-Appellee", "name_abbreviation": "M.S. Kind Associates, Inc. v. Mark Evan Products, Inc.", "decision_date": "1991-11-19", "docket_number": "No. 1\u201490\u20140365", "first_page": "448", "last_page": "451", "citations": [ { "type": "official", "cite": "222 Ill. App. 3d 448" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "216 Ill. 23", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 3359588 ], "pin_cites": [ { "page": "29" } ], "opinion_index": 0, "case_paths": [ "/ill/216/0023-01" ] }, { "cite": "470 U.S. 869", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 11300476 ], "weight": 3, "pin_cites": [ { "page": "875" }, { "page": "757" }, { "page": "1680" } ], "opinion_index": 0, "case_paths": [ "/us/470/0869-01" ] }, { "cite": "109 Ill. 2d 357", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3126692 ], "weight": 3, "pin_cites": [ { "page": "366" }, { "page": "366" }, { "page": "366" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/109/0357-01" ] } ], "analysis": { "cardinality": 388, "char_count": 5564, "ocr_confidence": 0.767, "pagerank": { "raw": 6.36863391241863e-08, "percentile": 0.3902351063710664 }, "sha256": "37504226e9ac11968516bccb2257064fc00bae8dd9a35ff2e3be0be4c9944b72", "simhash": "1:dccb84db329494a1", "word_count": 899 }, "last_updated": "2023-07-14T18:31:20.627609+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "M.S. KIND ASSOCIATES, INC., Plaintiff-Appellant, v. MARK EVAN PRODUCTS, INC., Defendant-Appellee." ], "opinions": [ { "text": "PRESIDING JUSTICE SCARIANO\ndelivered the opinion of the court:\nPlaintiff M.S. Kind Associates, Inc. (Kind), filed a complaint in circuit court based on the Sales Representative Act (Ill. Rev. Stat. 1987, ch. 48, pars. 2252 et seq.) (the Act), charging that defendant Mark Evan Products, Inc. (Evan), violated the Act and their contract by failing to pay it certain commissions. The court held that a corporate sales representative is not a \u201cperson\u201d under the Act and dismissed the complaint. Kind appeals.\nThe disputed provision of the Act reads as follows:\n\u201c\u00a71. As used in this Act:\n* * *\n(3) \u2018Principal\u2019 means a sole proprietorship, partnership, corporation or other business entity whether or not it has a permanent or fixed place of business in this State and which:\n(A) Manufactures, produces, imports, or distributes a product for wholesale;\n(B) Contracts with a sales representative to solicit orders for the product; and\n(C) Compensates the sales representative, in whole or in part, by commission.\n(4) \u2018Sales representative\u2019 means a person who contracts with a principal to solicit wholesale orders within this State and who is compensated, in whole or in part, by commission, but shall not include one who places orders or purchases for his own account for resale, one who qualifies as an employee of the principal pursuant to the Illinois Wage Payment and Collection Act [(Ill. Rev. Stat. 1987, ch. 48, par. 39m \u2014 1 et seq.)] or one who sells products to the ultimate consumer.\u201d (Emphasis added.) (Ill. Rev. Stat. 1987, ch. 48, par. 2251.)\nKind asserts that even though the Illinois legislature failed to include corporations within the definition of \u201csales representative,\u201d the term \u201cperson\u201d nevertheless includes corporate entities. We agree.\n\u201cWhen the terms of a statute are not specifically defined, the words must be given their ordinary and popularly understood meanings [citations], but the words must also be construed with reference to the purposes and objectives of the statute.\u201d (Niven v. Siqueira (1985), 109 Ill. 2d 357, 366.) It is now commonplace for our courts to hold that a corporation is embraced within the term \u201cperson.\u201d For example, a corporation is a \u201cperson\u201d within the meaning of the fourteenth amendment. (Metropolitan Life Insurance Co. v. Ward (1985), 470 U.S. 869, 875, 84 L. Ed. 2d 751, 757, 105 S. Ct. 1676, 1680.) Indeed, 80 years before Ward, the Illinois Supreme Court recognized that \u201c[a] corporation is a \u2018person\u2019 within the meaning of the concluding clause of the first section of the fourteenth amendment.\u201d (In re Estate of Speed (1905), 216 Ill. 23, 29.) Accordingly, if a corporation can be deemed to be a person for due process and equal protection purposes, we fail to apprehend why it should not be regarded as a person entitled to invoke the provisions of a simple State legislative enactment such as the Sales Representative Act.\nMoreover, in construing the meaning of \u201cperson\u201d as used in the Act, it is important to do so \u201cwith reference to the purposes and objectives of the statute.\u201d (Niven, 109 Ill. 2d at 366.) The General Assembly has patently found it desirable to promulgate the statute at issue here in order to protect commissioned sales representatives who solicit wholesale orders only, who do not sell to the ultimate consumer, and who, by definition, do not qualify as employees entitled to the protections of the Illinois Wage Payment and Collection Act. (Ill. Rev. Stat. 1987, ch. 48, par. 39m \u2014 1 et seq., Ill. Rev. Stat. 1987, ch. 48, par. 2251.) Since \u201c[o]ne or more incorporators may organize a corporation under\u201d the Business Corporation Act of 1983 (Ill. Rev. Stat. 1989, ch. 32, par. 2.05), it would be logical for the General Assembly to assume that sales representatives incorporate, as others do, in order to avail themselves of the advantages that incorporation allows.\nThus, the \u201cpurposes and objectives of the statute\u201d (Niven, 109 Ill. 2d at 366) become clear, for it would make little if any sense to enact legislation benefitting the sales representative as an individual, but deny him coverage if he chooses to do business in accordance with an exceedingly common form of enterprise: the corporation. In sum, we decline to nullify the benefits which the legislature has so manifestly conferred on sales representatives merely because they perform an act so undeniably benign as taking on corporate status. It would be an absurd result, indeed, if our courts were to hold that a sales representative could recover commissions wrongfully withheld from him if he engages in trade as an individual, but deny him that compensation and allow the manufacturer a windfall in cases where, fortuitously, the representative chooses the corporate form under which to do business, an election the legislature unconditionally makes available to him. Surely, the General Assembly never intended such a result.\nTherefore, we hold that the word \u201cperson,\u201d as used in the Sales Representative Act, includes a corporation; and for all of the foregoing reasons, the judgment of the circuit court is reversed and remanded for further proceedings not inconsistent with the views expressed in this opinion.\nReversed and remanded.\nDiVITO and McCORMICK, JJ., concur.", "type": "majority", "author": "PRESIDING JUSTICE SCARIANO" } ], "attorneys": [ "James P. Moran, of Pretzel & Stouffer, Chartered, of Chicago (Robert Marc Chemers and Andrew G. Witik, of counsel), for appellant.", "No brief filed for appellee." ], "corrections": "", "head_matter": "M.S. KIND ASSOCIATES, INC., Plaintiff-Appellant, v. MARK EVAN PRODUCTS, INC., Defendant-Appellee.\nFirst District (2nd Division)\nNo. 1\u201490\u20140365\nOpinion filed November 19, 1991.\nJames P. Moran, of Pretzel & Stouffer, Chartered, of Chicago (Robert Marc Chemers and Andrew G. Witik, of counsel), for appellant.\nNo brief filed for appellee." }, "file_name": "0448-01", "first_page_order": 468, "last_page_order": 471 }