{ "id": 637027, "name": "ADVANCED IMAGING CENTER OF NORTHERN ILLINOIS LIMITED PARTNERSHIP Plaintiff, v. GEORGE E. CASSIDY, Defendant and Third-Party Plaintiff and Counterdefendant-Appellant (Spiros Gerolimatos, Third-Party Defendant and Counterplaintiff-Appellee; Craig Palmquist et al., Defendants and Counterdefendants; Diagnostic Imaging Services, Inc., et al., Defendants)", "name_abbreviation": "Advanced Imaging Center of Northern Illinois Ltd. Partnership v. Cassidy", "decision_date": "2002-12-11", "docket_number": "No. 2 \u2014 02 \u2014 0265", "first_page": "746", "last_page": "751", "citations": [ { "type": "official", "cite": "335 Ill. App. 3d 746" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "324 Ill. App. 3d 85", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 256280 ], "year": 2001, "pin_cites": [ { "page": "103" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/324/0085-01" ] }, { "cite": "315 Ill. App. 3d 1033", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 980695 ], "year": 2000, "pin_cites": [ { "page": "1038-39" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/315/1033-01" ] }, { "cite": "315 Ill. App. 3d 1136", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 980627 ], "year": 2000, "pin_cites": [ { "page": "1140" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/315/1136-01" ] }, { "cite": "179 Ill. 2d 519", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 801359 ], "year": 1997, "pin_cites": [ { "page": "528", "parenthetical": "holding that a statute regarding a judicial procedure is unconstitutional if the statute conflicts with court rules or unduly infringes upon inherent judicial powers" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/179/0519-01" ] }, { "cite": "174 Ill. 2d 63", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 223627 ], "year": 1996, "pin_cites": [ { "page": "74" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/174/0063-01" ] }, { "cite": "309 Ill. App. 3d 924", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 349604 ], "year": 1999, "pin_cites": [ { "page": "933" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/309/0924-01" ] }, { "cite": "197 Ill. 2d 88", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 259033 ], "year": 2001, "pin_cites": [ { "page": "93" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/197/0088-01" ] }, { "cite": "167 Ill. 2d 161", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 222752 ], "year": 1995, "pin_cites": [ { "page": "168" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/167/0161-01" ] }, { "cite": "323 Ill. App. 3d 686", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 171577 ], "year": 2001, "pin_cites": [ { "page": "692" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/323/0686-01" ] }, { "cite": "327 Ill. App. 3d 222", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 79421 ], "year": 2002, "pin_cites": [ { "page": "229" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/327/0222-01" ] }, { "cite": "172 Ill. 2d 523", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 55983 ], "year": 1996, "pin_cites": [ { "page": "526" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/172/0523-01" ] }, { "cite": "324 Ill. App. 3d 612", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 256299 ], "weight": 4, "year": 2001, "pin_cites": [ { "page": "616" }, { "page": "620", "parenthetical": "analyzing the official comment to section 14.34 of the Model Business Corporation Act Annotated (3 ABA Model Business Corporation Act Ann. \u00a7 14.34, Official Comment 4(c), at 14 - 152 (3d ed. Supp. 1998-99)" }, { "page": "620-21" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/324/0612-01" ] } ], "analysis": { "cardinality": 595, "char_count": 10657, "ocr_confidence": 0.763, "pagerank": { "raw": 4.313947448607103e-08, "percentile": 0.27159324732831913 }, "sha256": "01576658f21ef7f844d03c48643350b4075bc66806d6fb06b18e9c2c089f54aa", "simhash": "1:4fc3b416778c13f4", "word_count": 1689 }, "last_updated": "2023-07-14T21:04:10.004592+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "ADVANCED IMAGING CENTER OF NORTHERN ILLINOIS LIMITED PARTNERSHIP Plaintiff, v. GEORGE E. CASSIDY, Defendant and Third-Party Plaintiff and Counterdefendant-Appellant (Spiros Gerolimatos, Third-Party Defendant and Counterplaintiff-Appellee; Craig Palmquist et al., Defendants and Counterdefendants; Diagnostic Imaging Services, Inc., et al., Defendants)." ], "opinions": [ { "text": "JUSTICE McLAREN\ndelivered the opinion of the court:\nIn this interlocutory appeal, defendant and third-party plaintiff and counterdefendant, George E. Cassidy, M.D., seeks review of the trial court\u2019s denial of his petition to stay proceedings after Cassidy made an election to buy the interests of third-party defendant and counterplaintiff, Spiros Gerolimatos, M.D., in certain jointly owned companies. We affirm.\nThe facts are taken from the record. Gerolimatos and Cassidy, both practicing radiologists in Illinois, were business partners in two diagnostic imaging centers, facilities that perform magnetic resonance imagings (MRIs), mammograms, ultrasounds, bone marrow density tests, and other diagnostic tests.\nThis suit arises out of a 15-count complaint filed by one of the businesses in which Gerolimatos and Cassidy shared an interest, namely, plaintiff, Advanced Imaging Center of Northern Illinois Limited Partnership (Advanced Imaging). Advanced Imaging named as defendants Cassidy; Craig Palmquist, Advanced Imaging\u2019s manager; Omega Diagnostic Imaging Management, Inc. (Omega), Palmquist\u2019s managing company; and various companies owned in whole or in part by Cassidy. Some of the companies sued by Advanced Imaging were co-owned by Cassidy and Gerolimatos. Cassidy then brought a third-party action against Gerolimatos, seeking contribution or indemnification against Advanced Imaging\u2019s claims. Believing that Cassidy wrongfully obtained money from the jointly owned companies and that these acts threatened to render the companies insolvent, Geroli-matos filed a six-count counterclaim against Cassidy, Palmquist, and Omega. Count I sought an accounting; count II sought a declaratory judgment regarding Barrington Imaging, Ltd., and reimbursement from Cassidy for diverting money from the company; count III alleged breach of fiduciary duty against Cassidy related to the jointly owned companies; count I\\\u00a3 against all three named defendants, sought the appointment of a receiver pursuant to common law and section 12.56 of the Business Corporation Act of 1983 (Act) (805 ILCS 5/12.56 (West 2000)); count V, against Palmquist and Omega, alleged aiding and abetting Cassidy\u2019s breach of fiduciary duty; and count VI, against all three defendants, alleged a conspiracy between Omega, Palmquist, and Cassidy. The parties obtained an agreed order for a complete audit and accounting of the jointly owned companies named by Gerolimatos in his complaint. Subsequently, Cassidy filed an election to purchase Gerolimatos\u2019s shares of stock in four jointly owned companies, under section 12.56(a) of the Act (805 ILCS 5/12.56(a) (West 2000)). Cassidy offered $500 for each of the four companies: CCG Corporation, Comprehensive Imaging Services, Inc., Suburban Imaging Center Limited Partnership, and Diagnostic Center, Ltd. Except for Diagnostic Center, Ltd., these companies are named defendants in Advanced Imaging\u2019s complaint. Cassidy also sought a stay of the entire action premised on his election pursuant to the Act. After hearing argument, the trial court denied Cassidy\u2019s motion to stay, and Cassidy filed this timely interlocutory appeal.\nOn appeal, Cassidy argues that the trial court erred by denying his motion to stay all counts against him, that is, not only the count based on section 12.56 of the Act, but the common-law counts as well. Cassidy asserts that section 12.56(f) mandates a stay of all of Geroli-matos\u2019s claims and the trial court had no authority to deny the petition. We disagree with Cassidy.\nGenerally, the scope of review in an interlocutory appeal is limited to an examination of whether the trial court abused its discretion. Hamlin v. Harbaugh Enterprises, Inc., 324 Ill. App. 3d 612, 616 (2001). However, where a question of law is presented, a reviewing court examines the issue de novo. See In re Lawrence M., 172 Ill. 2d 523, 526 (1996).\nIn interpreting a statute, a court begins with its language, which must be given its plain and ordinary meaning. People v. Baltzer, 327 Ill. App. 3d 222, 229 (2002). If there is doubt as to the interpretation of a legislative enactment, the doubt must be resolved in favor of the interpretation that supports the statute\u2019s validity. Forest Preserve District of Du Page County v. Brown Family Trust, 323 Ill. App. 3d 686, 692 (2001). Thus, a statute will be construed to avoid an unconstitutional result. In re Application for Judgment & Sale of Delinquent Properties for the Tax Year 1989, 167 Ill. 2d 161, 168 (1995).\nSubsections 12.56(a) and (b)(11) of the Act permit a shareholder of a nonpublic corporation to elect to purchase the shares of the other shareholders in certain circumstances. 805 ILCS 5/12.56(a), (b)(ll) (West 2000).\nSection 12.56(f) provides in relevant part:\n\u201cAt any time within 90 days after the filing of the petition \"under this Section, or at such time determined by the court to be equitable, the corporation or one or more shareholders may elect to purchase all, but not less than all, of the shares owned by the petitioning shareholder for their fair value.\u201d 805 ILCS 5/12.56(f) (West 2000).\nSection 12.56(f)(6) provides that, if the parties are unable to reach an agreement on the value of the shares, the \u201ccourt, upon application of any party, shall stay the proceeding under subsection (a) and shall determine the fair value of the petitioner\u2019s shares.\u201d (Emphasis added.) 805 ILCS 5/12.56(0(6) (West 2000).\nThe statute expressly limits its scope to \u201cthe proceeding.\u201d Nothing in this subsection, or any other part of the Act, indicates that the court must stay every claim raised by a shareholder. Nothing in the statute supports Cassidy\u2019s position that all claims between the parties must be stayed. We agree with the following analysis of the Appellate Court, Third District:\n\u201cIt is apparent that the drafters of the Model Act intended for any additional claims of the shareholder not brought pursuant to section 12.56(a) to continue through the adjudication process even after the shareholder\u2019s shares have been purchased and the section 12.56(a) petition dismissed.\u201d Hamlin v. Harbaugh Enterprises, Inc., 324 Ill. App. 3d 612, 620 (2001) (analyzing the official comment to section 14.34 of the Model Business Corporation Act Annotated (3 ABA Model Business Corporation Act Ann. \u00a7 14.34, Official Comment 4(c), at 14 \u2014 152 (3d ed. Supp. 1998-99)).\nThis interpretation is supported by subsection 12.56(c), which provides that the remedies provided by the Act \u201cshall not be exclusive of other legal and equitable remedies which the court may impose.\u201d 805 ILCS 5/12.56(c) (West 2000).\nWe do not agree with Cassidy\u2019s position that a stay is mandatory for Gerolimatos\u2019s claims. Cassidy contends that the word \u201cshall\u201d mandates the court stay the proceedings and that the court has no discretion to deny the request to stay. We recognize that \u201cshall\u201d ordinarily indicates a mandatory legislative intent. See People v. O\u2019Brien, 197 Ill. 2d 88, 93 (2001). However, \u201cshall\u201d may be construed as permissive or directive, depending on its context. Chicago School Reform Board of Trustees v. Martin, 309 Ill. App. 3d 924, 933 (1999). In this case, the legislature enacted section 12.56 to enlarge the court\u2019s discretionary authority under the Act. See Schirmer v. Bear, 174 Ill. 2d 63, 74 (1996). Cassidy\u2019s interpretation is contrary to the legislature\u2019s intent, as his interpretation limits the court\u2019s discretion. Thus, we determine that, as a matter of law, section 12.56(f) does not mandate a stay but provides that a court may grant a stay in its discretion. We note that, although the issue of the separation of powers was not raised by the parties, Cassidy\u2019s interpretation may be invalid as a violation of that doctrine. See Ill. Const. 1970, art. II, \u00a7 1; Kunkel v. Walton, 179 Ill. 2d 519, 528 (1997) (holding that a statute regarding a judicial procedure is unconstitutional if the statute conflicts with court rules or unduly infringes upon inherent judicial powers). However, we need not reach this issue because we can decide this case on other grounds. See City of Chicago v. Powell, 315 Ill. App. 3d 1136, 1140 (2000).\nContrary to Cassidy\u2019s contention, Hamlin, 324 Ill. App. 3d 612, does not state that common-law claims based on plaintiffs status as a shareholder must be stayed. Rather, the court held that, to determine which claims should be stayed, the court should consider the underlying equities of the case. Hamlin, 324 Ill. App. 3d at 620-21. When interpreting a statute, we must presume that the legislature did not intend to displace common-law remedies unless expressly stated to the contrary. See Tomczak v. Planetsphere, Inc., 315 Ill. App. 3d 1033, 1038-39 (2000). Cassidy cites nothing in the statute expressing the legislature\u2019s intention to displace or change the common law.\nFurther, the record supports the trial court\u2019s denial of Cassidy\u2019s petition to stay the proceedings. The underlying equities of the case weigh in favor of denying Cassidy\u2019s petition to stay the proceedings. Cassidy is not the sole defendant named in Gerolimatos\u2019s complaint. Four of the counts involve a company that Cassidy has no ownership interest in and, thus, Cassidy made no election to purchase its shares. Also, a stay in this case may permit Cassidy to take control over the corporations that he allegedly harmed. Accordingly, we cannot say that the court abused its discretion by denying Cassidy\u2019s petition to stay the proceedings.\nFinally, Cassidy urges this court to remand this case for a hearing on his motion to stay the proceedings. We decline to do so because the record shows that there was a hearing on the motion, Cassidy did not request a more expansive hearing, and Cassidy cannot show that he was not given a full opportunity to be heard at that time. Thus, this issue is waived. See Cabrera v. First National Bank of Wheaton, 324 Ill. App. 3d 85, 103 (2001).\nThe judgment of the circuit court of McHenry County is affirmed.\nAffirmed.\nGEOMETER and CALLUM, JJ., concur.", "type": "majority", "author": "JUSTICE McLAREN" } ], "attorneys": [ "Riccardo A. DiMonte and Robert S. Minetz, both of DiMonte & Lizak, of Park Ridge, for appellant.", "Thomas M. Crisham, David M. Jenkins, Jean M. Prendergast, and Ellen M. Carey, all of Grisham & Kubes, Ltd., of Chicago, for appellee." ], "corrections": "", "head_matter": "ADVANCED IMAGING CENTER OF NORTHERN ILLINOIS LIMITED PARTNERSHIP Plaintiff, v. GEORGE E. CASSIDY, Defendant and Third-Party Plaintiff and Counterdefendant-Appellant (Spiros Gerolimatos, Third-Party Defendant and Counterplaintiff-Appellee; Craig Palmquist et al., Defendants and Counterdefendants; Diagnostic Imaging Services, Inc., et al., Defendants).\nSecond District\nNo. 2 \u2014 02 \u2014 0265\nOpinion filed December 11, 2002.\nRiccardo A. DiMonte and Robert S. Minetz, both of DiMonte & Lizak, of Park Ridge, for appellant.\nThomas M. Crisham, David M. Jenkins, Jean M. Prendergast, and Ellen M. Carey, all of Grisham & Kubes, Ltd., of Chicago, for appellee." }, "file_name": "0746-01", "first_page_order": 764, "last_page_order": 769 }