{
  "id": 2797780,
  "name": "Bird Chevrolet Company, Plaintiff-Appellee, v. Irene M. Jackson, Ex'rx of the Last Will and Testament of Homer O. Jackson, Deceased, et al., Defendants-Appellants",
  "name_abbreviation": "Bird Chevrolet Co. v. Jackson",
  "decision_date": "1975-10-17",
  "docket_number": "No. 74-246",
  "first_page": "964",
  "last_page": "968",
  "citations": [
    {
      "type": "official",
      "cite": "32 Ill. App. 3d 964"
    }
  ],
  "court": {
    "name_abbreviation": "Ill. App. Ct.",
    "id": 8837,
    "name": "Illinois Appellate Court"
  },
  "jurisdiction": {
    "id": 29,
    "name_long": "Illinois",
    "name": "Ill."
  },
  "cites_to": [],
  "analysis": {
    "cardinality": 445,
    "char_count": 9677,
    "ocr_confidence": 0.733,
    "sha256": "425fc219be3df84d0e4b9f99e733fdb0714823bcc120e3ae9f1e4916042761ac",
    "simhash": "1:8bc361587c586b60",
    "word_count": 1623
  },
  "last_updated": "2023-07-14T16:14:58.460223+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [],
    "parties": [
      "Bird Chevrolet Company, Plaintiff-Appellee, v. Irene M. Jackson, Ex\u2019rx of the Last Will and Testament of Homer O. Jackson, Deceased, et al., Defendants-Appellants."
    ],
    "opinions": [
      {
        "text": "Mr. PRESIDING JUSTICE RECHENMACHER\ndelivered the opinion of the court:\nPlaintiff, Bird Chevrolet Company (\u201cBird\u201d), filed suit in December, 1973, against the legal representative and heirs of the estate of Homer O. Jackson for specific performance of an agreement dated April 12, 1967. Following a bench trial the trial court in March, 1974, entered judgment directing specific performance, and requiring defendants to deliver to Bir d 100 shares of Bird\u2019s corporate stock in return for $9,361.41. After defendants filed a post-trial motion the trial court amended the judgment by adding thereto interest on the principal amount at the rate of 5% from January 1, 1970, to March 1, 1974, which latter date the court stated was the date on which Bird deposited the principal amount with the clerk of the court. Defendants appeal.\nThe sole issue presented is whether the trial court correctly construed the April, 1967, agreement entered into by Bird and Homer O. Jackson, defendants\u2019 decedent, as to the amount payable for decedent\u2019s stocks in the event of his death. That agreement consisted of only two clauses. In the first clause tire stockholder bound himself and the legal representative of his estate to sell, and Bird agreed to buy, all of Bird\u2019s stock owned by the decedent at his death and to complete the sale within 180 days of the stockholder\u2019s death. Clause two provided as follows:\n\u201c(2) The purchase price for such stock shall be ninety per cent (90%) of its book value as determined by O\u2019Connor, Brooks, Ahrendt & Brooks, Certified Public Accountants, of Dubuque, Iowa, as of the last day of the calendar month immediately preceding the date of death of stockholder, except that where the sale of such stock is not completed, as provided for herein, within the calendar year in which the death of the stockholder occurs, the purchase price of such stock shall be ninety per cent (90%) of its book value, determined by such accountants, as of December 31st of the calendar year immediately preceding the year of stockholder\u2019s death, and in that event, and in that event only, the profits allocable to such stock for the year of death, shall be allocated to the estate of the deceased stockholder.\u201d\nMr. Jackson died on June 13, 1969, owning 100 shares of stock in the Bird Chevrolet Company. The trial court concluded that 90% of its book value as of December 31, 1968, was $16,111 ($161.11 per share). The trial court deducted therefrom the aggregate sum of $6,749.59 representing profits from Bird attributable to the 100 shares for the years 1970 and 1971, which the court held were erroneously distributed to the decedent\u2019s estate, resulting in the net sum of $9,361.41. The latter is the amount of the judgment from which appeal is taken.\nAbout a month before Mr. Jackson died, he owned 200 shares of Bird stock. At that time Jackson sold 100 of those shares to James E. Walsh, Bird\u2019s majority stockholder, at $161.11 per share. A letter dated April 18, 1969, from O\u2019Connor, Brooks, Ahrendt Sr Brooks to Mr. Jackson indicates that this occurred \u201cunder a verbal agreement to sell * * * at book value less a 10% discount.\u201d That letter stated that the book value of each share was $179.01 or $161.11 when discounted by 10%.\nAfter this suit was filed and a few weeks before trial, O\u2019Connor, Brooks St Company, certified public accountants, wrote a letter dated January 10, 1974, to Bird\u2019s attorney in reference to this suit (Defendant\u2019s Exhibit # 2). That letter enclosed Bird\u2019s balance sheet as of December 31, 1968, and after pointing out that the book value was $467,197.54 on that date and that 2,000 shares of stock were outstanding, stated:\n\u201cAs I understand, the book value of the stock is to be reduced by 10% to 90% to determine the value of the Homer O. Jackson interest in the company as set forth in the contract for the purchase of said Homer O. Jackson stock in the event of his death.\n\u201cThe application of the reduction of the book value of the stock to 90% of the statement value reduces the overall book value to $420,477.79. Therefore, the per share value of the stock for purposes of the contract is $210.24 per share. The Jackson Estate owned 100 shares so that the total price arrived at under the teims of the agreement would be $21,024.00.\u201d\nIn a letter dated January 14, 1974, from Bird\u2019s Dubuque attorney to its Galena attorney (Defendant\u2019s Exhibit # 1), forwarding a copy of the accountants\u2019 letter of January 10, are the following statements:\n\u201cSince the sale was not completed during the year of death, the estate would be entitled to a proportionate share of the income from the corporation for the year 1969 which would be $3653.92.\n\u00bb # #\nFor purposes of suit, the values in the O\u2019Connor letter would govern, and it would seem that the corporation has paid more than the 1969 earnings and should now only pay the purchase price of $21,024. Furthermore, something should be done about the three outstanding checks and it may be we should have the Company stop payment on them.\u201d\nAt trial, Mr. Walsh, Bird\u2019s president and majority stockholder, testified on cross-examination, in referring to the discounted book value (purchase price) of $21,024 as follows:\n\u201cThis does agree with the figure concerning the book value of stock as given by O\u2019Connor, Brooks & Co., accountants, January 10, 1974, a copy of the letter states the share value of $210.24, I would have to agree with that interpretation of the value of the stock.\u201d (Punctuation thus shown in transcript.)\nWhen Mr. Walsh was recalled to the stand by his counsel he answered as follows, in response to a request to state again the book value on December 31, 1968:\n\u201cThe total net worth of the Company was $467,197.54. We subtract 10% a reduction of 10% of the book value we anive at a figure of $46,719.75; so the net worth- of Bird Chevrolet Company on December 31, 1968 prior to distribution of profits reduced by 10% which is $46,719.75 from the figure we had leaves $420,477.79, divided by 2000, the number of shares outstanding we arrive at a figure of $210.24. That was the value of each share of stock for purposes of the contract.\u201d\nFrom the foregoing, as from the express provisions of Clause two of the written agreement, it is clear that the purchase price (90% of book value) for the 100 shares of stock owned by decedent is $21,024, and not $16,111 as the trial court found. We assume that in arriving at the lower figure for the discounted book value the court deducted from the book value the amount of distribution of earnings to the decedent or his estate after December 31, 1968, for the year 1968. However, the express provisions of the written agreement are repugnant to such reduction. The agreement expressly states that the purchase price shall be 90% of its book value as determined by the accountants as of December 31, 1968 (i.e., \u201ccalendar year immediately preceding the year of stockholder\u2019s death\u201d). Unquestionably, that was $21,024. Nothing was stated therein concerning any reduction in that amount by any distribution of Bird\u2019s earnings for that year allocable to the stockholder. Moreover, the agreement expressly provided that in that event even \u201cthe profits allocable to such stock for the year of death (1969) shall be allocated to the estate of the deceased stockholder.\u201d The decedent\u2019s sale of 100 of his 200 shares of stock at $161.11 per share which was then represented to him as being 90% of book value is not controlling here. That sale was made under \u201ca verbal agreement\u201d and we cannot speculate as to all of its terms. The express written agreement of April, 1967, between Bird and the decedent, the letters written in January, 1974, between the accountants and Bird\u2019s Dubuque attorneys, and the testimony of Mr. Walsh, Bird\u2019s majority stockholder, establish that the book value of the remaining 100 shares is $21,024.\nWe next consider whether the trial court properly deducted (or set off) from the discounted book value the profits distributed to the decedent\u2019s estate for the years 1970 and 1971, aggregating $6,749.51. In referring to the allocation of profits for the year of death to the estate of the deceased stockholder the agreement states that those profits were so allocable \u201cin that event only,\u201d thus excluding profits allocable to succeeding years.\nWe therefore conclude that the trial court did not err in deducting the aggregate distribution of $6,749.51 paid the decedent\u2019s estate for the years 1970 and 1971. We find no basis in this record for the award of interest. We therefore hold that defendants are entitled to receive from Bird for. the 100 shares of stock the discounted book value of $21,024, less the deduction of the $6,749.51, or a net amount of $14,274.49.\nAccordingly, the judgment of the circuit court awarding specific performance is affirmed and modified so as to increase the amount payable by Bird to decedent\u2019s estate from $9,361.41 to $14,274.49, without interest.\nJudgment modified and as modified affirmed.\nT. MORAN and DIXON, JJ\u201e concur.\nThe testimony at trial that Bird\u2019s profits were distributed to the shareholders \u201cever since we were under Small Business\u201d and that this \u201crequired the shareholders to file returns\u201d, indicates that Bird\u2019s stockholders had filed a Subchapter S election under the Internal Revenue Code in order to eliminate double tax on corporate income.",
        "type": "majority",
        "author": "Mr. PRESIDING JUSTICE RECHENMACHER"
      }
    ],
    "attorneys": [
      "Holtan & Garrity, of Freeport, for appeUants.",
      "Nack, Richardson & Nack, of. Galena, for appellee."
    ],
    "corrections": "",
    "head_matter": "Bird Chevrolet Company, Plaintiff-Appellee, v. Irene M. Jackson, Ex\u2019rx of the Last Will and Testament of Homer O. Jackson, Deceased, et al., Defendants-Appellants.\n(No. 74-246;\nSecond District (2nd Division) \u2014\nOctober 17, 1975.\nHoltan & Garrity, of Freeport, for appeUants.\nNack, Richardson & Nack, of. Galena, for appellee."
  },
  "file_name": "0964-01",
  "first_page_order": 990,
  "last_page_order": 994
}