{ "id": 4263205, "name": "JOSEPH A. YAKUBINIS, d/b/a Collinsville Yamaha, Plaintiff-Appellee, v. YAMAHA MOTOR CORPORATION, U.S.A., et al., Defendants-Appellants", "name_abbreviation": "Yakubinis v. Yamaha Motor Corp.", "decision_date": "2006-03-16", "docket_number": "Nos. 1-05-1752, 1-05-1772 cons.", "first_page": "128", "last_page": "142", "citations": [ { "type": "official", "cite": "365 Ill. App. 3d 128" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "214 Ill. 2d 417", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 8451275 ], "year": 2005, "pin_cites": [ { "page": "434" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/214/0417-01" ] }, { "cite": "346 Ill. 252", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5265823 ], "year": 1931, "pin_cites": [ { "page": "258" } ], "opinion_index": 0, "case_paths": [ "/ill/346/0252-01" ] }, { "cite": "175 Ill. App. 3d 310", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3554552 ], "year": 1988, "pin_cites": [ { "page": "312" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/175/0310-01" ] }, { "cite": "189 Ill. App. 3d 206", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2678185 ], "year": 1989, "pin_cites": [ { "page": "217" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/189/0206-01" ] }, { "cite": "125 Ill. App. 3d 972", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3632541 ], "year": 1984, "opinion_index": 0, "case_paths": [ "/ill-app-3d/125/0972-01" ] }, { "cite": "338 Ill. App. 3d 880", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 25426 ], "weight": 4, "year": 2003, "pin_cites": [ { "page": "889" }, { "page": "888" }, { "page": "890" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/338/0880-01" ] }, { "cite": "199 Ill. App. 3d 585", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2467464 ], "year": 1990, "pin_cites": [ { "page": "600" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/199/0585-01" ] }, { "cite": "342 Ill. App. 3d 560", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3472762 ], "year": 2003, "pin_cites": [ { "page": "565" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/342/0560-01" ] }, { "cite": "622 F. Supp. 466", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 3808883 ], "year": 1984, "opinion_index": 0, "case_paths": [ "/f-supp/622/0466-01" ] }, { "cite": "764 F. Supp. 1318", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 7391614 ], "year": 1991, "opinion_index": 0, "case_paths": [ "/f-supp/764/1318-01" ] }, { "cite": "788 F.2d 1225", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 1569425 ], "weight": 3, "year": 1986, "pin_cites": [ { "page": "1228" }, { "page": "1229" } ], "opinion_index": 0, "case_paths": [ "/f2d/788/1225-01" ] }, { "cite": "129 Ill. App. 3d 575", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3490835 ], "year": 1984, "opinion_index": 0, "case_paths": [ "/ill-app-3d/129/0575-01" ] }, { "cite": "201 Ill. App. 3d 866", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2592025 ], "year": 1990, "opinion_index": 0, "case_paths": [ "/ill-app-3d/201/0866-01" ] }, { "cite": "207 Ill. 2d 82", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 974980 ], "weight": 2, "year": 2003, "pin_cites": [ { "page": "92" }, { "page": "92" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/207/0082-01" ] }, { "cite": "511 U.S. 244", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 1147362 ], "weight": 3, "year": 1994, "opinion_index": 0, "case_paths": [ "/us/511/0244-01" ] }, { "cite": "196 Ill. 2d 27", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 351247 ], "weight": 5, "year": 2001, "pin_cites": [ { "page": "38" }, { "page": "38" }, { "page": "38" }, { "page": "38" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/196/0027-01" ] }, { "cite": "231 Ill. App. 3d 890", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5203319 ], "year": 1992, "pin_cites": [ { "page": "895" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/231/0890-01" ] }, { "cite": "179 Ill. 2d 367", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 801349 ], "year": 1997, "opinion_index": 0, "case_paths": [ "/ill-2d/179/0367-01" ] }, { "cite": "358 Ill. App. 3d 744", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5731731 ], "year": 2005, "pin_cites": [ { "page": "768" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/358/0744-01" ] }, { "cite": "361 Ill. App. 3d 271", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 4259660 ], "weight": 3, "year": 2005, "pin_cites": [ { "page": "276" }, { "page": "276" }, { "page": "277" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/361/0271-01" ] }, { "cite": "345 Ill. App. 3d 126", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5873548 ], "weight": 2, "year": 2003, "pin_cites": [ { "page": "127" }, { "page": "128" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/345/0126-01" ] }, { "cite": "135 Ill. 2d 384", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3256710 ], "weight": 2, "year": 1990, "pin_cites": [ { "parenthetical": "Miller, J., specially concurring" }, { "page": "400" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/135/0384-01" ] }, { "cite": "218 Ill. 2d 448", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5735814 ], "weight": 8, "year": 2006, "pin_cites": [ { "page": "457" }, { "page": "459-60" }, { "page": "466-67" }, { "page": "469" }, { "page": "469" }, { "page": "470" }, { "page": "470-71" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/218/0448-01" ] }, { "cite": "349 Ill. App. 3d 161", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5433902 ], "year": 2004, "opinion_index": 0, "case_paths": [ "/ill-app-3d/349/0161-01" ] }, { "cite": "163 Ill. 2d 462", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 477800 ], "weight": 2, "year": 1995, "pin_cites": [ { "page": "479-80" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/163/0462-01" ] } ], "analysis": { "cardinality": 1138, "char_count": 35755, "ocr_confidence": 0.758, "pagerank": { "raw": 6.185166193441736e-08, "percentile": 0.3837663894690385 }, "sha256": "b1d08e5a82ad8fe7a1a527787379c5c61259a15cfb9ed461b8a34fbff933a3f4", "simhash": "1:58edb0916cac2cf9", "word_count": 5728 }, "last_updated": "2023-07-14T16:12:10.332814+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "JOSEPH A. YAKUBINIS, d/b/a Collinsville Yamaha, Plaintiff-Appellee, v. YAMAHA MOTOR CORPORATION, U.S.A., et al., Defendants-Appellants." ], "opinions": [ { "text": "JUSTICE GREIMAN\ndelivered the opinion of the court:\nDefendants, the State of Illinois Motor Vehicle Review Board (the Board) and Yamaha Motor Corporation (Yamaha), appeal a trial court order reversing the Board\u2019s dismissal of a protest filed by plaintiff, Joseph A. Yakubinis, doing business as Collinsville Yamaha (Yakubinis), which alleged that Yamaha did not have good cause to relocate another Yamaha franchisee into Yakubinis\u2019s relevant market area, and remanding the protest to the Board for a hearing on its merits. On appeal, defendants contend that the trial court erred in finding that sections 4(e)(8) and 12(c) of the Motor Vehicle Franchise Act (the Act) (815 ILCS 710/4(e)(8), 12(c) (West 2002)), which became effective in 1995 and provide the grounds and procedure for Yakubinis\u2019s protest, were applicable to Yakubinis and Yamaha\u2019s 1989 franchise agreement.\nYakubinis entered his first franchise agreement with Yamaha in 1986. In 1989, he entered a second franchise agreement with Yamaha that superceded and replaced the 1986 agreement. Pursuant to the agreements, Yakubinis owned and operated a Yamaha franchise in Collinsville, Illinois. The 1989 agreement provided:\n\u201cThe rights granted herein are nonexclusive. Yamaha reserves the right to appoint additional dealers of any or all of the Products at any time pursuant to Yamaha\u2019s marketing program and policies.\u201d\nVictory Lanes Power Sports (Victory Lanes) entered a franchise agreement with Yamaha in 2000. Pursuant to the agreement, Victory Lanes owned and operated a Yamaha franchise in Dupo, Illinois. In 2003, Yamaha proposed to move Victory Lanes\u2019 franchise to Swansea, Illinois, 9.5 miles from Yakubinis\u2019s franchise. The parties agree that the new Victory Lanes location is in Yakubinis\u2019s relevant market area.\nUpon learning of Victory Lanes\u2019 proposed move, Yakubinis filed a protest with the Board in which he alleged that the move violated section 4(e)(8) of the Act. Section 4(e)(8) provides that a franchisor violates the Act if it relocates a motor vehicle dealership into the relevant market area of an existing franchise of the same line without good cause and that upon the filing of a protest by the existing franchisee, the Board shall conduct a hearing to determine whether good cause exists to allow the relocation pursuant to the criteria articulated in section 12(c) of the Act (815 ILCS 710/12(c) (West 2002)). 815 ILCS 710/4(e)(8) (West 2002).\nThe Board initially dismissed Yakubinis\u2019s protest for lack of jurisdiction. In a letter to Yakubinis, the Board explained that in Fields Jeep-Eagle, Inc. v. Chrysler Corp., 163 Ill. 2d 462 (1995), the supreme court found that former sections 4(e)(8) and 12(c) (815 ILCS 710/4(e)(8), 12(c) (West 1992)), which left the good-cause determination to the trial court, violated the doctrine of separation of powers because they delegated for judicial examination matters that were for legislative or administrative determination. New sections 4(e)(8) and 12(c) did not become effective until 1995. See Pub. Act 89 \u2014 145, eff. July 14, 1995. The Board concluded that, because Yakubinis and Yamaha had entered their agreement prior to 1995, new sections 4(e)(8) and 12(c), relegating the good-cause determination to the Board, did not apply and the Board did not have jurisdiction to hear Yakubinis\u2019s protest.\nYakubinis petitioned the Board to reconsider its disposition, arguing that, as a third-party beneficiary of the contract between Yamaha and Victory Lanes, he was entitled to the protection of new sections 4(e)(8) and 12(c); that the 1995 amendment creating new sections 4(e)(8) and 12(c) was procedural and therefore the sections should be applied retroactively to his franchise agreement; that he had been denied due process and equal protection of the law because he had not been afforded the same right to protest a relocation as Victory Lanes; and that a 2003 product addendum to his franchise agreement with Yamaha subjected the entire franchise agreement to the 1995 amendment. After considering the issues raised by Yakubinis, the Board\u2019s hearing officer issued an analysis of the Board\u2019s jurisdiction, which was consistent with the Board\u2019s original letter dismissing the protest, and recommended that the Board dismiss the protest. The Board adopted the hearing officer\u2019s decision and dismissed the protest.\nYakubinis filed a complaint for judicial review of the Board\u2019s decision in the trial court, raising the same arguments that he had raised before the Board.\nFollowing a hearing on the issues, the trial court entered a written order. The court began by noting that though the Board had based its dismissal of Yakubinis\u2019s protest on its lack of jurisdiction, the issue in the case was not jurisdictional. Instead, the trial court framed the issue as \u201cwhether applying a certain statutory provision would be a retroactive application of substantive law and, if so, whether such application would be appropriate.\u201d The court acknowledged the supreme court\u2019s decision in Fields that former sections 4(e)(8) and 12(c) of the Act, under which Yakubinis and Yamaha had entered their franchise agreement, were unconstitutional and that ordinarily the sections would, therefore, be considered void ab initio. However, relying on Perlstein v. Wolk, 349 Ill. App. 3d 161 (2004), aff\u2019d, 218 Ill. 2d 448 (2006), and the special concurrence in People v. Gersch, 135 Ill. 2d 384 (1990) (Miller, J., specially concurring), the court determined that public policy did not favor strict application of the void ab initio doctrine in this case. The court further determined that the amendment creating new sections 4(e)(8) and 12(c) constituted a procedural, rather than a substantive, change to the law and the sections could therefore be applied retroactively. Accordingly, the trial court reversed the Board\u2019s dismissal of Yakubinis\u2019s protest and remanded the matter to the Board for a hearing on the merits of the protest. Defendants sought leave to appeal the trial court\u2019s order. We granted defendants\u2019 request and consolidated defendants\u2019 appeals.\nOn appeal defendants contend that the trial court erred in refusing to apply the void ab initio doctrine and in finding that amendments to the Act creating new sections 4(e)(8) and 12(c) were procedural and should be applied retroactively.\nYakubinis first responds that we lack jurisdiction to consider defendants\u2019 appeal pursuant to Supreme Court Rule 306(a)(6) (210 Ill. 2d R. 306(a)(6), as defendants aver in their appellate briefs.\nGenerally, when a trial court reverses an administrative agency\u2019s decision and remands the matter for further proceedings involving the resolution of questions of law or fact, the order is interlocutory and is not appealable. Trunek v. Industrial Comm\u2019n, 345 Ill. App. 3d 126, 127 (2003). However, Rule 306(a)(6) provides the process by which an appellant may appeal \u201can otherwise nonfinal circuit court order that remands a case for a hearing de novo before an administrative agency.\u201d Trunek, 345 Ill. App. 3d at 128.\nDefendants correctly relied on this rule in their jurisdictional statements and also followed the requirements of the rule by seeking leave to appeal by filing a petition before this court. Accordingly, we have jurisdiction to consider defendants\u2019 appeal.\nWe turn now to the substance of defendants\u2019 argument. We will begin with a brief overview of sections 4(e)(8) and 12(c) of the Act.\nPrior to Fields and the legislature\u2019s 1995 amendment to the Act, former section 4(e)(8) prohibited the relocation of a dealer into a franchisee\u2019s relevant market area without good cause. 815 ILCS 710/ 4(e)(8) (West 1992). However, former section 4(e)(8) left the determination of whether good cause existed to the courts. 815 ILCS 710/4(e)(8) (West 1992). Former section 12(c) articulated several criteria the court should consider in determining whether good cause existed. 815 ILCS 710/12(c) (West 1992).\nIn Fields, the constitutionality of former sections 4(e)(8) and 12(c) of the Act was examined. The supreme court held:\n\u201c[T]hrough sections 4(e)(8) and 12(c) of the Act, the General Assembly has impermissibly delegated for judicial examination matters which are for legislative or administrative determination. We hold that this impermissible delegation violates the separation of powers clause of the Illinois Constitution. *** In the cases before us, we simply conclude that the investigation into and weighing of the statutory and nonstatutory factors in order to decide whether a dealership should be established or relocated, and what the public interest and welfare is in each case involving a proposed dealership, are not functions which courts are equipped to perform nor which the legislature may constitutionally require them to perform.\u201d Fields, 163 Ill. 2d at 479-80.\nAccordingly, the court held sections 4(e)(8) and 12(c) to be unconstitutional.\nAfter Fields, the legislature established the Board and enacted new sections 4(e)(8) and 12(c), which became effective on July 14, 1995. See Pub. Act 89 \u2014 145, eff. July 14, 1995. When Yakubinis filed his complaint in the trial court, section 4(e)(8) provided:\n\u201cIt shall be deemed a violation for a manufacturer, a distributor, a wholesaler, a distributor branch or division officer, agent or other representative thereof:\n* * *\n(8) *** to relocate an existing motor vehicle dealership within or into a relevant market area of an existing franchise of the same line make.\u201d 815 ILCS 710/4(e)(8) (West 2002).\nSection 4(e)(8) further provided that, after notice of the relocation is served on the existing franchise, if the parties cannot agree upon the relocation of the dealership, \u201cthe franchisee or other person may file with the Board a written protest against the grant or establishment of the proposed *** relocated franchise.\u201d 815 ILCS 710/4(e)(8) (West 2002); General Motors Corp. v. Motor Vehicle Review Board, 361 Ill. App. 3d 271, 276 (2005). Thereafter, the Board shall schedule a hearing on the protest. 815 ILCS 710/4(e)(8) (West 2002); General Motors, 361 Ill. App. 3d at 276. At the hearing, \u201c[t]he manufacturer shall have the burden of proof to establish that good cause exists to allow the grant or establishment of the additional or relocated franchise,\u201d and \u201c[t]he determination whether good cause exists for allowing the grant or establishment of a[ ] *** relocated existing franchise! ] shall be made by the Board under subsection (c) of Section 12 of this Act.\u201d 815 ILCS 710/4(e)(8) (West 2002); General Motors, 361 Ill. App. 3d at 277.\nNew section 12(c) provided that, in determining whether good cause has been established for relocating an existing dealership, the court shall consider the relevant circumstance including, but not limited to, 11 articulated considerations. 815 ILCS 710/12(c) (West 2002).\nDefendants contend that the trial court erred in refusing to apply the void ab initio doctrine. Yakubinis concedes that, under the void ab initio doctrine, the Fields decision rendered former sections 4(e)(8) and 12(c) \u201cas if [they] never existed.\u201d People v. Andrews, 358 Ill. App. 3d 744, 768 (2005). Accordingly, pursuant to the doctrine, as a practical matter, when the parties entered the franchise agreement in 1989, Yamaha was not statutorily barred from relocating a dealer into Yakubinis\u2019s relevant market area without good cause. Nonetheless, Yakubinis argues that the trial court was correct in finding that public policy supports a departure from the void ab initio doctrine.\nIn support of his argument, Yakubinis cites Perlstein. In Perlstein, the plaintiffs, the deceased\u2019s wife and stepson, filed a complaint alleging that the defendant law firm had committed legal malpractice in drafting the deceased\u2019s estate planning documents. Section 13\u2014 214.3(d) of the Limitations Act (735 ILCS 5/13 \u2014 214.3(d) (West 1994)), which became effective in 1991, provided a certain statute of limitations and statute of repose for a legal malpractice injury that does not occur until the death of the client. In March 1995, Public Act 89 \u2014 7 eliminated section 13 \u2014 214.3(d). Thereafter, a standard statute of limitations and statute of repose applied to all legal malpractice claims. On December 18, 1997, just before the plaintiffs filed their complaint, the supreme court in Best v. Taylor Machine Works, 179 Ill. 2d 367 (1997), found Public Act 89 \u2014 7 unconstitutional in its entirety. Consequently, the filing of the plaintiffs complaint three weeks later on January 8, 1998, fell within the standard statute of limitations and statute of repose for all legal malpractice claims, but was untimely under the special limitations of section 13 \u2014 214.3(d). Because the void ab initio doctrine required it to view the complaint as if Public Act 89 \u2014 7 had never existed, the trial court dismissed the plaintiffs\u2019 complaint as untimely. The appellate court reversed the trial court\u2019s judgment, finding that the result reached by the trial court was fundamentally unfair.\nOn appeal to the supreme court, the defendants argued that case law mandated a strict application of the void ab initio doctrine while the plaintiffs advocated an approach to the doctrine that would take into account the equities of each individual case. The court first examined Illinois case law and determined that, though \u201c \u2018in the area of criminal prosecution, the [void] ab initio principle is especially appropriate\u2019 \u201d (emphasis in original) (Perlstein v. Wolk, 218 Ill. 2d 448, 457 (2006), quoting Gersch, 135 Ill. 2d at 400), Illinois courts had not held that the void ab initio doctrine must be strictly applied despite harsh results. The court refused to so hold, noting:\n\u201cDefendants\u2019 position *** unduly discounts the real-life consequences flowing from a statutory enactment. *** Individuals, including plaintiffs here, \u2018are entitled to rely on State statutes when \u201cmaking decisions and in shaping their conduct.\u201d \u2019 [Citations.] Individuals are not required or empowered to determine whether the law is constitutional; that duty belongs to the judiciary. [Citation.] Strict application of the void ab initio doctrine fails to take into account these realities, creating a \u2018Catch-22.\u2019 Individuals are entitled to rely on a legislative enactment, presuming it is valid, but must suffer the consequences of doing so should this court later hold that law unconstitutional. \u201d Perlstein, 218 Ill. 2d at 459-60.\nThe court went on to consider the trend in the law occurring in Illinois\u2019s sister states, where, rather than strictly applying the void ab initio doctrine, courts had adopted a more moderate approach when determining the effect of a judicial declaration that a statute was unconstitutional. The court was persuaded by the trend and determined:\n\u201cIn cases such as Gersch, where a defendant\u2019s constitutionally guaranteed rights are in need of vindication, strict application of the void ab initio doctrine is appropriate. In other cases, however, where no such rights are at stake, other equitable and practical factors are appropriate for consideration by this court. The issue is not so much a matter of applying or not applying the void ab initio doctrine, as it is determining whether a particular set of circumstances justifies a court\u2019s exercise of its equitable powers to ameliorate the doctrine\u2019s sometimes harsh results.\u201d Perlstein, 218 Ill. 2d at 466-67.\nTurning to the case before it, the court noted, \u201c[o]ur case law firmly establishes that a change in the law shortening a limitations period will not be applied retroactively so as to terminate a cause of action unless the claimant has had a reasonable period of time after the effective date of the change in which to file an action.\u201d Perlstein, 218 Ill. 2d at 469. Such a rule is based on \u201c \u2018basic concepts of justice, fairness and equity.\u2019 \u201d Perlstein, 218 Ill. 2d at 469, quoting Phillips v. Johnson, 231 Ill. App. 3d 890, 895 (1992). In Perlstein, before the statutes of limitations and repose under Public Act 89 \u2014 7 had expired on plaintiffs\u2019 claim, the supreme court found Public Act 89 \u2014 7 unconstitutional. Consequently, pursuant to the void ab initio doctrine, plaintiffs\u2019 cause of action was instantaneously barred. Plaintiffs filed their complaint three weeks later, within a reasonable period of the change in law shortening the limitations period. Accordingly, the court determined that \u201cthe circumstances here justify the exercise of our equitable powers to ameliorate the harsh results from this court\u2019s declaration that Public Act 89 \u2014 7 is void.\u201d Perlstein, 218 Ill. 2d at 470.\nConcerning the case at bar, we first note that, in Perlstein, the court made clear that its decision did not \u201csignal an abandonment of the void ab initio doctrine\u201d and does not \u201crequire courts in other cases involving different litigants, different statutes, and different circumstances, to rule in favor of the party claiming reliance on a statute later held unconstitutional.\u201d Perlstein, 218 Ill. 2d at 470-71. We agree with defendants that, in this case, the circumstances do not justify a setting aside of the void ab initio doctrine. In Perlstein, the reasonable period doctrine, which was based on notions of fairness, was implicated. Here, on the contrary, no conflicting law advocated departure from the void ab initio doctrine.\nAdditionally, Perlstein concerned the procedure plaintiffs were to follow to enforce their substantive right to recourse for legal malpractice. Though, under Best, the plaintiffs\u2019 complaint asserting that right was not timely, their right remained valid. Accordingly, Best effected a procedural, rather than substantive, change in the law. To preclude the Perlstein plaintiffs from enforcing their still-valid right to recourse for legal malpractice because the procedure for enforcing the right had changed would be unfair. This is particularly true in light of the fact that there was no evidence to suggest that the plaintiffs had unreasonably delayed filing their complaint and they, in fact, filed their claim almost immediately after the change in the law. In this case, however, the change in the law effected by Fields was not simply procedural. On the contrary, in Fields, the court found former sections 4(e)(8) and 12(c), which created Yakubinis\u2019s substantive right to challenge as lacking good cause the relocation of another dealer into his relevant market area, unconstitutional. The effect of Fields was that Yakubinis did not have such a substantive right. Accordingly, applying the doctrine would not be fundamentally unfair, and we refuse to set aside the void ab initio doctrine under the circumstances of this case.\nDefendants further contend that the trial court erred in finding that the amendments to sections 4(e)(8) and 12(c) were procedural, rather than substantive, and therefore may be applied retroactively to Yakubinis and Yamaha\u2019s franchise agreement.\nIn Commonwealth Edison Co. v. Will County Collector, 196 Ill. 2d 27 (2001), the supreme court adopted the United States Supreme Court\u2019s retroactivity analysis set forth in Landgraf v. USI Film Products, 511 U.S. 244, 128 L. Ed. 2d 229, 114 S. Ct. 1483 (1994). Under the analysis, in determining whether a statute will be applied retroactively, a court first asks whether the legislature has clearly indicated the temporal reach of an amended statute. Commonwealth Edison, 196 Ill. 2d at 38. If so, that expression of legislative intent must be given effect unless it is constitutionally prohibited. Commonwealth Edison, 196 Ill. 2d at 38. If not, the court must ask whether applying the statute would have a retroactive impact. Commonwealth Edison, 196 Ill. 2d at 38. If not, it may be applied retroactively. Commonwealth Edison, 196 Ill. 2d at 38. In Illinois, the legislature has clearly indicated the temporal reach of every amended statute in section 4 of the Statute on Statutes (5 ILCS 70/4 (West 2002)). Caveney v. Bower, 207 Ill. 2d 82, 92 (2003). \u201cElection 4 represents a clear legislative directive as to the temporal reach of statutory amendments and repeals: those that are procedural in nature may be applied retroactively, while those that are substantive may not.\u201d Caveney, 207 Ill. 2d at 92. Notably, the provisions of the Act have not been applied retroactively to franchise agreements entered prior to the Act\u2019s enactment. See, e.g., Velde Ford Sales, Inc. v. John Bearce Ford, Inc., 201 Ill. App. 3d 866 (1990); Fireside Chrysler-Plymouth Mazda, Inc. v. Chrysler Corp., 129 Ill. App. 3d 575 (1984); McAleer Buick-Pontiac Co. v. General Motors Corp., 95 Ill. App. 3d Ill (1981); Ace Cycle World, Inc. v. American Honda Motor Co., 788 F.2d 1225 (7th Cir. 1986); McKay Nissan, Ltd. v. Nissan Motor Corp. in U.S.A., 764 F. Supp. 1318 (N.D. Ill. 1991); North Broadway Motors, Inc. v. Fiat Motors of North America, Inc., 622 F. Supp. 466 (N.D. Ill. 1984).\nAs discussed above, under the void ab initio doctrine, when former sections 4(e)(8) and 12(c) were held unconstitutional in Fields, the legal effect was to \u201crelegate the parties such rights as obtained prior to the enactment of the unconstitutional statute.\u201d In re Marriage of Sullivan, 342 Ill. App. 3d 560, 565 (2003). Accordingly, the 1995 amendment to the Act created not only a new procedure for relocation protests but also created the substantive right to protest the relocation of a dealer into an existing franchisee\u2019s market area without good cause. Because the amendment created a new right, it was clearly substantive and should operate prospectively only. See Moshe v. Anchor Organization for Health Maintenance, 199 Ill. App. 3d 585, 600 (1990).\nOur finding is consistent with Ace and Velde. Ace concerned the retroactivity of a 1983 amendment to the Act that protected a franchisee from the creation of a new franchise within 10 miles of the franchisee\u2019s existing operation. The plaintiff franchisee and the defendant franchisor had entered a franchise agreement prior to the effective date of the amendment. In 1985, the defendant notified the plaintiff that it would establish a new franchise four miles from the plaintiffs dealership. The plaintiff brought suit to enjoin the defendant from establishing the new franchise. The district court, refusing to apply the 1983 amendment retroactively to the parties\u2019 franchise agreement, dismissed the suit for failure to state a cause of action under the Act. The appellate court noted that, when the franchise agreement was entered, the Act provided that \u201cthe scope of a relevant market area was limited to that area described in the franchise agreement, and if none was specified, none existed,\u201d and that the agreement failed to provide a description of the plaintiffs market area. Ace, 788 F.2d at 1228. Accordingly, the court affirmed the district court\u2019s judgment, finding that to apply the amendment retroactively would violate the defendant\u2019s \u201cvested contractual right under [the franchise agreement] to establish a new dealership in proximity to [the plaintiff].\u201d Ace, 788 F.2d at 1229.\nIn Velde, the plaintiff franchisee and the defendant franchisor entered a franchise agreement in 1972, prior to the effective date of the Act, which provided that the defendant could appoint additional dealerships to the plaintiffs relevant market area after conducting a market study and providing notice to the plaintiff. In 1987, the defendant notified the plaintiff that, pursuant to a market study, it would relocate an existing dealership into the plaintiffs market area. The plaintiff sought judicial determination of whether good cause existed for the proposed relocation under the Act. The trial court dismissed the plaintiffs complaint and the appellate court affirmed, refusing to apply the Act retroactively to the 1972 agreement because to do so would impair the parties\u2019 vested contractual rights.\nAs discussed above, application of the void ab initio doctrine is appropriate in this case. Consequently, when Yamaha and Yakubinis entered the 1989 agreement, Yamaha was not statutorily prohibited from establishing new dealerships or relocating dealerships into Yakubinis\u2019s relevant market area. Accordingly, as in Ace and Velde, pursuant to the 1989 franchise agreement, Yamaha had a vested contractual right to establish and to appoint additional dealers within Yakubinis\u2019s market area pursuant to its marketing program and policies. To apply new sections 4(e)(8) and 12(c) retroactively would violate that vested right.\nOur finding that the amendments to sections 4(e)(8) and 12(c) should not be applied retroactively is also consistent with the holding of Ford Motor Co. v. Motor Vehicle Review Board, 338 Ill. App. 3d 880 (2003). The Ford court examined the effects of Fields and the subsequent amendments to the Act. The facts of Ford are as follows. In 1984, Ford entered a service agreement with Village Ford, a Ford dealer. The agreement set forth sales and personnel obligations that Village Ford was required to meet and provided that either party was permitted to terminate the agreement under a variety of circumstances, including Village Ford\u2019s failure to meet its obligations. From 1990 until 1998, though it remained in the top 15% of Ford dealers in the Chicago area, Village Ford\u2019s sales declined. In 1999, Ford sent a notice of termination to Village Ford, citing below average sales as its justification for termination. Village Ford filed a notice of protest with the Board, alleging that Ford lacked good cause to terminate the service agreement. The Board agreed that Ford lacked good cause and the trial court affirmed the Board\u2019s decision. Ford appealed.\nThe appellate court noted that, at the time that Ford and Village Ford entered their agreement, former section 4(d)(6) of the Act prohibited the termination of a franchise or service agreement without good cause and former section 12(c) of the Act provided statutory factors a court was to consider in determining whether good cause existed. Thereafter, Fields was decided, invalidating former sections. 4(e)(8) and 12(c) of the Act. The court explained that after Fields, the legislature amended the Act, establishing a Board that would hear allegations of a lack of good cause. The issue, the court determined, was which provisions of the amended Act should be applied retroactively. The court found that the \u201camendments creating the [Board] and empowering it to decide termination disputes in general may be applied retroactively, as they are merely procedural, and no vested rights are involved on that point.\u201d Ford, 338 Ill. App. 3d at 889.\nConcerning section 4(d)(6) of the Act, the court noted that, at the time that the parties entered the agreement, that provision did not expressly require a court to determine whether good cause existed. It was not, therefore, constitutionally infirm for the reasons articulated in Fields. Moreover, regardless of whether the Act so provided, there existed a common law prohibition against the termination of a contract without good cause.\nOn this point, the court cited Dayan v. McDonald\u2019s Corp., 125 Ill. App. 3d 972 (1984), which held that, \u201cunder the implied covenant of good faith that exists in all contracts, a franchisor may not terminate a franchise agreement except where good cause exists.\u201d Ford, 338 Ill. App. 3d at 888. The Ford court noted that Dayan was distinguishable from McAleer. In McAleer, when the franchise agreement between the parties was entered, there was no statute forbidding nonrenewal of the agreement without a showing of good cause. In determining whether the Act should be applied retroactively to forbid nonrenewal without good cause, the McAleer court noted:\n\u201cAlthough McAleer has cited some cases requiring good faith for termination of a contractual relationship [citation], these cases cannot be viewed as requiring good cause for nonrenewal of an agreement. Thus, when GMC and McAleer entered this agreement, each party acquired the right to refuse to renew it without showing good cause.\u201d McAleer, 95 Ill. App. 3d at 113.\nBecause to do so would affect the parties\u2019 rights that vested at the time they entered the agreement, the McAleer court refused to apply the Act retroactively. Accordingly, there was neither a statutory nor a common law requirement that the nonrenewing party show good cause.\nThe Ford court further addressed the retroactive application of the good-cause considerations articulated in section 12(c) of the Act. Ford conceded that, because section 12(c) had been held unconstitutional in Fields, it was void ab initio. The court noted that the good-cause considerations of section 12(c) differed from the common law good-cause considerations. The court concluded that the Board was, therefore, correct to consider common law good-cause considerations rather than the statutory considerations of section 12(c).\nThe court concluded:\n\u201cIn sum, under the preexisting law, Village Ford was able to sue Ford on the theory that Ford lacked good cause to terminate the Agreement. A law delegating the resolution of such disputes to an administrative agency in the first instance was merely procedural and did not affect Ford\u2019s vested rights under the Agreement. Applying the standard of \u2018good cause\u2019 as defined in section 12(d) would have impinged on Ford\u2019s vested rights. However, the [Board] could constitutionally decide the issue of \u2018good cause\u2019 in this case, despite the absence of an applicable statutory definition.\u201d Ford, 338 Ill. App. 3d at 890.\nNotably, consistent with our holding, the Ford court refused to apply section 12(c) retroactively because, though former section 12(c) was in effect at the time the parties entered their agreement, Fields rendered former 12(c) void ab initio. Accordingly, to apply new section 12(c) to the agreement would impermissibly affect the parties\u2019 vested rights. Moreover, in Ford, common law required a terminating manufacturer to show good cause. Yakubinis attempts to analogize the right provided in section 4(e)(8) to that discussed in Ford, referring to it throughout his brief as a \u201cgeneral right\u201d and declaring that it is a right created by common law. However, he has not cited, nor are we aware of, any case creating or acknowledging a common law right that bars a manufacturer from relocating a dealer into its franchisee\u2019s relevant market area without good cause. Accordingly, as in McAleer, because we will not apply the substantive provisions of amended section 4(e)(8) retroactively and common law does not provide the right, Yakubinis does not have a right to protest the relocation of another dealer into his relevant market area without good cause.\nYakubinis urges us to affirm the trial court\u2019s judgment on the grounds that he is a third-party beneficiary of the contract between Yamaha and Victory Lanes which was formed after the 1995 amendments.\n\u201c \u2018[T]he law regarding third-party beneficiaries is well established. A third-party beneficiary may sue for breach of a contract made for his benefit. [Citation.] A third party may only sue for breach of contract, however, if the contract was entered into for the party\u2019s direct benefit; if the third-party\u2019s benefit is merely incidental, he has no right of recovery on the contract. [Citations.] Whether a third party is a direct beneficiary depends on the intention of the parties, which must \u201cbe gleaned from a consideration of all of the contract and the circumstances surrounding the parties at the time of its execution.\u201d [Citation.]\u2019 \u201d People ex rel. Hartigan v. Community Hospital of Evanston, 189 Ill. App. 3d 206, 217 (1989), quoting Alaniz v. Schal Associates, 175 Ill. App. 3d 310, 312 (1988), quoting Carson Pirie Scott & Co. v. Parrett, 346 Ill. 252, 258 (1931).\nYakubinis\u2019s contention fails because Victory Lanes and Yamaha\u2019s contract was certainly not entered for Yakubinis\u2019s benefit and any benefit that he derived from that contract was strictly incidental. Moreover, Yakubinis has not sued for breach of the contract between Victory Lanes and Yamaha nor does he allege that the contract was breached.\nFinally, Yakubinis asks that we affirm the trial court\u2019s judgment on the grounds that allowing Victory Lanes, which entered its franchise agreement after the 1995 amendments, to file a relocation protest but disallowing Yakubinis from doing so amounts to a violation of Yakubinis\u2019s equal protection right. Put another way, Yakubinis alleges that applying the amendments prospectively only violates his right to equal protection.\n\u201cThe guarantee of equal protection requires the government to treat similarly situated individuals in a similar fashion. [Citation.] It does not prevent the government from drawing distinctions between different categories of people in enacting legislation, but it does prohibit the government from doing so on the basis of criteria wholly unrelated to the legislation\u2019s purpose. [Citation.] Where legislation does not affect a fundamental right or involve a suspect or quasi-suspect classification, the appropriate level of scrutiny is the rational basis test. [Citation.] Under the rational basis test, a court\u2019s review of a classification is limited and deferential. [Citation.] The court simply inquires whether the means the statute employs to achieve its purpose are rationally related to that purpose. [Citation.] If any set of facts can reasonably be conceived to justify the classification, it will not be construed as violating the equal protection guarantee.\u201d Wauconda Fire Protection District v. Stonewall Orchards, LLP, 214 Ill. 2d 417, 434 (2005).\nThe purpose of applying sections 4(e)(8) and 12(c) prospectively is to protect the vested contract rights of the parties. We find that distinguishing between franchisees who entered franchise agreements prior to the 1995 amendments to the Act and franchisees who entered franchise agreements after the 1995 amendments to the Act is rationally related to that purpose. At the time franchisees who entered agreements prior to the amendments, like Yakubinis, contracted with franchisors, no constitutional provision forbade the franchisors from relocating other dealers in the franchisees\u2019 market areas without good cause. Accordingly, to protect the franchisors\u2019 vested rights, it is reasonable to apply the 1995 amendments prospectively only.\nFor the above-stated reasons, we reverse the judgment of the trial court. We further note that the Board is only authorized to hear \u201cprotests filed under Sections 4, 5, 6, 7, 9, 10.1, 11, and 12 of [the] Act.\u201d 815 ILCS 710/18(a) (West 2002). Because, as discussed above, section 4(e)(8) may not be applied retroactively to Yakubinis\u2019s 1989 franchise agreement, Yakubinis failed to state a cause of action under that section. Accordingly, the Board was correct in finding that it did not have jurisdiction to consider Yakubinis\u2019s protest. Finally, we note that our decision does not preclude Yakubinis from filing a common law breach of contract action in the trial court should he determine that, when it relocated Victory Lanes, Yamaha breached the 1989 franchise agreement in violating its \u201cmarketing program and policies.\u201d\nReversed.\nQUINN, EJ\u201e and CAMPBELL, J., concur.", "type": "majority", "author": "JUSTICE GREIMAN" } ], "attorneys": [ "Kevin A. Russell and Erin S. Shaw, both of Latham & Watkins, of Chicago, for appellant Yamaha Motor Corporation.", "Lisa Madigan, Attorney General, of Chicago (Gary Feinerman, Solicitor General, and John E Schmidt, Assistant Attorney General, of counsel), for appellants.", "David M. Duree, of David M. Duree & Associates, P.C., of O\u2019Fallon, for appellee." ], "corrections": "", "head_matter": "JOSEPH A. YAKUBINIS, d/b/a Collinsville Yamaha, Plaintiff-Appellee, v. YAMAHA MOTOR CORPORATION, U.S.A., et al., Defendants-Appellants.\nFirst District (4th Division)\nNos. 1\u201405\u20141752, 1\u201405\u20141772 cons.\nOpinion filed March 16, 2006.\nRehearing denied April 13, 2006.\nKevin A. Russell and Erin S. Shaw, both of Latham & Watkins, of Chicago, for appellant Yamaha Motor Corporation.\nLisa Madigan, Attorney General, of Chicago (Gary Feinerman, Solicitor General, and John E Schmidt, Assistant Attorney General, of counsel), for appellants.\nDavid M. Duree, of David M. Duree & Associates, P.C., of O\u2019Fallon, for appellee." }, "file_name": "0128-01", "first_page_order": 146, "last_page_order": 160 }