{ "id": 4282520, "name": "CFC INVESTMENT, L.L.C., Plaintiff-Appellant, v. DANIEL E. McLEAN, Indiv. and doing business as MCL Companies, Defendant-Appellee", "name_abbreviation": "CFC Investment, L.L.C. v. McLean", "decision_date": "2008-12-22", "docket_number": "No. 1-08-0161", "first_page": "520", "last_page": "532", "citations": [ { "type": "official", "cite": "387 Ill. App. 3d 520" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "812 N.E.2d 1016", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2004, "opinion_index": 0 }, { "cite": "349 Ill. App. 3d 1010", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5433178 ], "year": 2004, "pin_cites": [ { "page": "1013" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/349/1010-01" ] }, { "cite": "724 N.E.2d 942", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2000, "opinion_index": 0 }, { "cite": "189 Ill. 2d 155", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 1224786 ], "year": 2000, "pin_cites": [ { "page": "160-61" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/189/0155-01" ] }, { "cite": "861 N.E.2d 280", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2006, "opinion_index": 0 }, { "cite": "371 Ill. App. 3d 36", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 4268250 ], "year": 2006, "pin_cites": [ { "page": "56" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/371/0036-01" ] }, { "cite": "761 N.E.2d 1257", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2001, "opinion_index": 0 }, { "cite": "327 Ill. App. 3d 113", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 79453 ], "year": 2001, "pin_cites": [ { "page": "119" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/327/0113-01" ] }, { "cite": "878 N.E.2d 811", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2007, "opinion_index": 0 }, { "cite": "377 Ill. App. 3d 447", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 4274183 ], "year": 2007, "pin_cites": [ { "page": "455-56" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/377/0447-01" ] }, { "cite": "682 N.E.2d 466", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1997, "opinion_index": 0 }, { "cite": "289 Ill. App. 3d 976", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 351141 ], "year": 1997, "pin_cites": [ { "page": "980-81" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/289/0976-01" ] }, { "cite": "893 N.E.2d 949", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2008, "opinion_index": 0 }, { "cite": "384 Ill. App. 3d 806", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 4279478 ], "weight": 2, "year": 2008, "pin_cites": [ { "page": "822" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/384/0806-01" ] }, { "cite": "576 N.E.2d 28", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1991, "pin_cites": [ { "parenthetical": "trial court did not abuse its discretion by restricting the defendant's use of parts of the plaintiffs deposition to impeachment" } ], "opinion_index": 0 }, { "cite": "215 Ill. App. 3d 735", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5294943 ], "year": 1991, "pin_cites": [ { "page": "749", "parenthetical": "trial court did not abuse its discretion by restricting the defendant's use of parts of the plaintiffs deposition to impeachment" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/215/0735-01" ] }, { "cite": "307 N.E.2d 745", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1974, "opinion_index": 0 }, { "cite": "17 Ill. App. 3d 703", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2513827 ], "year": 1974, "pin_cites": [ { "page": "706" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/17/0703-01" ] }, { "cite": "696 N.E.2d 780", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1998, "opinion_index": 0 }, { "cite": "297 Ill. App. 3d 342", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 910205 ], "year": 1998, "pin_cites": [ { "page": "358" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/297/0342-01" ] }, { "cite": "366 N.E.2d 1111", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1977, "opinion_index": 0 }, { "cite": "51 Ill. App. 3d 613", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3383204 ], "weight": 2, "year": 1977, "pin_cites": [ { "page": "615" }, { "page": "615" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/51/0613-01" ] }, { "cite": "260 N.E.2d 74", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1970, "opinion_index": 0 }, { "cite": "124 Ill. App. 2d 43", "category": "reporters:state", "reporter": "Ill. App. 2d", "case_ids": [ 1578972 ], "year": 1970, "pin_cites": [ { "page": "50" } ], "opinion_index": 0, "case_paths": [ "/ill-app-2d/124/0043-01" ] }, { "cite": "685 N.E.2d 1", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1996, "opinion_index": 0 }, { "cite": "291 Ill. App. 3d 635", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 456190 ], "year": 1996, "pin_cites": [ { "page": "647" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/291/0635-01" ] }, { "cite": "565 N.E.2d 1021", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1991, "opinion_index": 0 }, { "cite": "207 Ill. App. 3d 315", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2553152 ], "year": 1991, "pin_cites": [ { "page": "326" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/207/0315-01" ] }, { "cite": "368 N.E.2d 1099", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1977, "opinion_index": 0 }, { "cite": "54 Ill. App. 3d 835", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3404902 ], "year": 1977, "pin_cites": [ { "page": "840" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/54/0835-01" ] }, { "cite": "500 N.E.2d 47", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1986, "opinion_index": 0 }, { "cite": "149 Ill. App. 3d 88", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3461817 ], "weight": 2, "year": 1986, "pin_cites": [ { "page": "93" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/149/0088-01" ] }, { "cite": "469 N.E.2d 178", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1984, "opinion_index": 0 }, { "cite": "103 Ill. 2d 290", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3152306 ], "year": 1984, "pin_cites": [ { "page": "293" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/103/0290-01" ] }, { "cite": "565 N.E.2d 990", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1990, "opinion_index": 0 }, { "cite": "141 Ill. 2d 281", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3238241 ], "year": 1990, "pin_cites": [ { "page": "288" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/141/0281-01" ] }, { "cite": "757 N.E.2d 952", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2001, "opinion_index": 0 }, { "cite": "325 Ill. App. 3d 517", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 570857 ], "year": 2001, "pin_cites": [ { "page": "524" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/325/0517-01" ] }, { "cite": "219 N.E.2d 758", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1966, "opinion_index": 0 }, { "cite": "73 Ill. App. 2d 63", "category": "reporters:state", "reporter": "Ill. App. 2d", "case_ids": [ 2583588 ], "weight": 3, "year": 1966, "pin_cites": [ { "page": "68" }, { "page": "68" }, { "page": "68" } ], "opinion_index": 0, "case_paths": [ "/ill-app-2d/73/0063-01" ] }, { "cite": "812 N.E.2d 389", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2004, "opinion_index": 0 }, { "cite": "351 Ill. App. 3d 99", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1083830 ], "year": 2004, "pin_cites": [ { "page": "105" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/351/0099-01" ] }, { "cite": "758 N.E.2d 442", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2001, "opinion_index": 0 }, { "cite": "325 Ill. App. 3d 458", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 570055 ], "year": 2001, "pin_cites": [ { "page": "468-69" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/325/0458-01" ] }, { "cite": "592 N.E.2d 134", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1992, "opinion_index": 0 }, { "cite": "227 Ill. App. 3d 491", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5792674 ], "year": 1992, "pin_cites": [ { "page": "505" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/227/0491-01" ] } ], "analysis": { "cardinality": 1167, "char_count": 26874, "ocr_confidence": 0.771, "pagerank": { "raw": 6.606743032551373e-08, "percentile": 0.403781842107397 }, "sha256": "dba00d6599f2c0b6140f02add53472f355dc09ddbd7c85e4ecaebfcc42bb3c07", "simhash": "1:eb27b0be3e63dc44", "word_count": 4437 }, "last_updated": "2023-07-14T22:05:00.567552+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "CFC INVESTMENT, L.L.C., Plaintiff-Appellant, v. DANIEL E. McLEAN, Indiv. and doing business as MCL Companies, Defendant-Appellee." ], "opinions": [ { "text": "JUSTICE WOLFSON\ndelivered the opinion of the court:\nCFC Investment sued Daniel McLean for breach of a contract to purchase CFC\u2019s interest in a real estate venture. McLean answered that he never offered to buy CFC\u2019s interest. That is, there was no contract. The trial court entered judgment on the jury\u2019s verdict in favor of McLean. On appeal, CFC contends the trial court erred by (1) allowing parol evidence, (2) disallowing an admission McLean made at his deposition, (3) disallowing evidence of mismanagement, (4) refusing a proposed instruction on agency, (5) answering the jury\u2019s question, and (6) denying CFC\u2019s motion for a new trial or a judgment notwithstanding the verdict. We affirm.\nFACTS\nSome factual detail is required for an analysis of the jury\u2019s verdict.\nIn 1997 Peer Pedersen and Daniel McLean formed River East LLC, to build residential and commercial buildings on land north of the Chicago River near Lake Michigan in Chicago. A separate corporation, River East, Inc., with Daniel McLean as its president, managed River East LLC. Those corporations set up a number of subsidiaries to develop separate parcels of the large tract. We will refer to the various River East entities collectively as River East.\nRiver East paid various fees for management, development, marketing, leasing, and construction on the land to corporations McLean owned. Craig Duchossois and his father, Richard Duchossois, formed CFC Investments in 1997 to invest $10 million in River East. McLean, Peer Pedersen, Howard Warren, John Melk, and several others also invested in River East.\nPedersen and McLean convened a meeting of the investors on March 14, 2001. Pedersen and McLean assured the investors the development was proceeding well, with new investors seeking to participate. Craig offered to sell CFC\u2019s interest. Pedersen tried to persuade Craig that he should keep his investment in River East. But, according to Craig\u2019s notes from the meeting, Pedersen said he, Melk, and McLean, along with others, would be willing to buy out CFC\u2019s shares.\nCraig wrote to Pedersen in April 2001, asking him to \u201cconsider this letter as [CFC\u2019s] request to initiate steps that would let us look at such a transaction.\u201d At the rate of return Pedersen and McLean said they expected, CFC\u2019s shares should have had a value of $25 million. Craig repeated his request to sell CFC\u2019s interest in River East in a letter to Pedersen sent in June 2001. Craig added, \u201cI understand *** that Dan [McLean] expressed an interest in joining with a group to acquire [CFC\u2019s] interest.\u201d\nMcLean, on July 31, 2001, wrote to Craig:\n\u201cYour ownership interest of 12.3% equates to a current value of $14,897,317 ***.\nI recognize your desire to sell your interest in the River East development and I will work toward this goal. However, it is unlikely that an investor would pay the $25.2 million value requested in your letter. ***\n*** I can pursue a buyout of your interest.\u201d\nCraig telephoned McLean, and that call initiated further discussions about an appropriate price for CFC\u2019s interest in River East. They arrived at a price, and McLean confirmed that valuation in writing. On August 30, 2001, McLean wrote to Craig:\n\u201cI am willing to arrange for the purchase of your interest in the River East LLC for a price of $16,700,000. If this is acceptable to you please sign below. I will then commence to secure the capital for a closing date of November 30, 2001.\nSincerely,\n/s/ Dan McLean.\u201d\nOn September 21, 2001, Robert Fealy and David Filkin, acting on behalf of CFC Investments, met with McLean\u2019s representative, Kevin Augustyn, to discuss the details of the proposed transaction. Following the meeting Craig wrote, in a letter dated September 26, 2001:\n\u201cOn behalf of CFC Investments, we accept your offer to acquire all of our interest in the River East project for $16,700,000. *** We also understand that, as part of this transaction, you will assist with having us removed as guarantors of the JP Morgan loan ***.\n*** [W]e expect to close this transaction before November 15.\u201d On September 28, 2001, McLean responded:\n\u201cI am happy to know you would like to accept our acquisition offer. ***\n*** [W]e are hoping to close this transaction as quickly as possible. However, as both Peer Pedersen and I stated originally, we require 90 days from the date of your acceptance of our offer. This would give us up to January 1, 2002 if you acknowledge this letter by October 1, 2001. ***\nOf course we understand your interest in being released as guarantor of the JP Morgan loan. We expect to do this with the repayment of your $5,000,000 pro-rata share of this loan, out of the proceeds you receive.\nAssuming these two points are acceptable, please acknowledge by signing this letter below and returning it to me *** to effectuate this transaction.\u201d\nCraig sent back a copy of the letter with his signature, along with a separate letter in which he said CFC agreed to the 90-day period \u201cwith the understanding that your group will do everything reasonable to accelerate closure.\u201d\nCraig heard no word of progress over the following months. On March 29, 2002, he wrote to McLean, demanding performance of McLean\u2019s \u201ccontractual commitments.\u201d McLean did not respond. CFC hired an accounting firm to investigate the finances of River East.\nOn April 2, 2003, all of the investors in River East sold their interests to Mitsui Sumitomo Insurance Company for a total of $17 million. CFC received a little over $2.5 million for its share.\nOn January 2, 2004, CFC sued McLean for breach of contract. The court denied the parties\u2019 cross-motions for summary judgment. The court held that a trier of fact must decide whether the parties had reached a binding contract.\nAt a deposition, McLean testified that when he said he was \u201cwilling to arrange\u201d for the purchase of CFC\u2019s interest, he meant that he would try to find a group of investors to purchase the shares. He did not intend to offer to buy all of CFC\u2019s shares himself. CFC\u2019s attorney asked:\n\u201cCan arrange mean I am willing to arrange to get money so I can purchase your shares?\nI mean, that\u2019s one possible interpretation of that language, isn\u2019t it?\u201d\nMcLean answered, \u201cI am sure it could be, somebody could interpret it that way.\u201d\nCFC sought to introduce the statement in its case-in-chief as an admission. The court granted McLean\u2019s motion in limine to bar use of that response in CFC\u2019s case-in-chief, but the court added, \u201cAs far as what you may do on cross-examination that may be another issue.\u201d\nMcLean also moved to bar use of information derived from the 2002 investigation into the finances of River East. According to CFC\u2019s written offer of proof, it would show that McLean changed the plan to the detriment of other investors, he used corporate funds for personal expenses, he improperly accelerated payment of exorbitant fees to corporations he owned, he overvalued certain assets, he defaulted on some loans, and he artificially manipulated reported profits. CFC contended that the evidence helped establish that \u201cCFC reasonably believed McLean himself offered to purchase CFC\u2019s interest because McLean wanted to keep his gross mismanagement of the River East Project under wraps.\u201d The circuit court allowed CFC to present any evidence of mismanagement that surfaced before January 2, 2002, the date of the alleged breach, but it granted the motion to preclude any evidence of mismanagement that did not come to light until after that date.\nCFC moved to exclude parol evidence at trial. The court denied the motion. The court noted for the record CFC\u2019s standing objection to all evidence admitted or disallowed due to rulings adverse to CFC on motions in limine.\nCraig testified River East never sent him any of the promised annual audited financial reports. When River East again in 2001 failed to provide the statements Craig requested, he \u201chad run out of patience, and [he] was convinced that [McLean] was not forthright.\u201d McLean had arranged for River East to pay above-market fees to the corporations McLean owned. Because of his reservations about McLean, Craig sought to sell CFC\u2019s shares.\nAccording to Craig\u2019s testimony, he believed McLean himself intended to purchase CFC\u2019s shares in River East. McLean had not identified any other investors intending to buy parts of CFC\u2019s interest. Craig had no doubt that by the letter of August 30, 2001, McLean offered to buy CFC\u2019s shares for $16.7 million. Craig understood the letter to mean McLean was willing to arrange financing for his own purchase of the shares.\nMcLean testified that in his correspondence from July through September 2001, he sought to establish a price CFC would accept for its shares so that he could approach potential investors with a specific proposal. He never said he would buy CFC\u2019s shares. McLean said Pedersen and Melk had expressed interest in buying some of CFC\u2019s shares.\nMelk and Pedersen contradicted that part of McLean\u2019s testimony. Melk swore he never discussed with McLean the possibility of joining a group to purchase CFC\u2019s interest. Pedersen also testified he had no such conversations with McLean. In fact he specifically told McLean he and Warren did not wish to participate in any further acquisition offer.\nFealy and Augustyn testified about their meeting on September 21, 2001. Fealy and Augustyn agreed on the $16.7 million price, and they agreed Pedersen would complete the legal work for the transaction. According to Fealy, no one at the meeting mentioned any group of buyers, but Fealy admitted that Augustyn mentioned Pedersen and Warren as investors who might participate in purchasing CFC\u2019s shares.\nAugustyn testified he and Fealy agreed Pedersen would contact the other investors in River East to see if they had any interest in increasing their stakes in the venture by buying out CFC. If those investors showed no interest, according to Augustyn, then McLean and CFC would look to outside investors.\nCFC asked the court to instruct the jury:\n\u201cAn agent who signs his name to a contract but does not disclose the principal he is representing (which can be a person or a group) is personally liable for the obligations set forth in the contract that he has signed.\u201d\nThe circuit court refused the instruction. The court submitted a verdict form asking jurors: \u201cDid CFC prove there was an offer by McLean to buy CFC\u2019s interest in River East, LLC for $16.7 million?\u201d\nDuring deliberations, the jurors sent the judge the following question:\n\u201c[W]hen you say did CFC prove there was an offer by McLean, does McLean have to mean McLean as an individual?\u201d\nOver CFC\u2019s objection, the court answered, \u201cYes.\u201d Shortly thereafter the jury returned a verdict in favor of McLean.\nDECISION\nI. Parol Evidence\nCFC contends the court erred when it denied the motion to bar parol evidence. McLean answers that CFC waived this and all other objections to rulings at trial. We find CFC preserved the issues with its argument on the motions in limine and by making a standing objection at the outset of trial. See People v. Jefferson, 227 Ill. App. 3d 491, 505, 592 N.E.2d 134 (1992). Insofar as CFC may have technically forfeited review of some issues, we choose to exercise our discretion to address them on the merits. See Sinclair v. Berlin, 325 Ill. App. 3d 458, 468-69, 758 N.E.2d 442 (2001). We review the court\u2019s decision concerning the admissibility of evidence for abuse of discretion. Chapman v. Hubbard Woods Motors, Inc., 351 Ill. App. 3d 99, 105, 812 N.E.2d 389 (2004).\nIllinois courts have adopted Corbin\u2019s statement of the parol evidence rule:\n\u201c \u2018When two parties have made a contract and have expressed it in a writing to which they have both assented as the complete and accurate integration of that contract, evidence, whether parol or otherwise, of antecedent understandings and negotiations will not be admitted for the purpose of varying or contradicting the writing.\u2019 \u201d Kelrick v. Koplin, 73 Ill. App. 2d 63, 68, 219 N.E.2d 758 (1966), quoting 3 Corbin on Contracts \u00a7573, at 357 (1960).\nTo determine whether the parol evidence rule applies to a particular document, the court must first determine whether the document is a contract. Kelrick, 73 Ill. App. 2d at 68. A leading commentator explained:\n\u201cIf the parol evidence rule rests on the rationale that a later written agreement has supplanted prior negotiations, it follows that the rule does not come into play until the existence of an enforceable written agreement has been shown. Evidence of the negotiations between the parties should therefore be admissible to show that no agreement was reached.\u201d E. Farnsworth, Contracts \u00a77.4, at 461-62 (1982).\nIf the parties have made a contract, the parol evidence rule applies if, but only if, the parties \u201c \u2018assented\u2019 \u201d to a particular writing as the complete and accurate \u201c \u2018integration of that contract.\u2019 \u201d Kelrick, 73 Ill. App. 2d at 68, quoting 3 Corbin on Contracts \u00a7573, at 357 (1960). \u201cThus, our assessment of whether the parol evidence rule applies so as to exclude any extrinsic evidence depends upon a preliminary determination that the *** letter was a complete integration of the parties\u2019 agreement.\u201d Eichengreen v. Rollins, Inc., 325 Ill. App. 3d 517, 524, 757 N.E.2d 952 (2001).\nEven when the parties have agreed to a written document as a complete integration of their agreement, the court may admit parol evidence, extrinsic to the document, to resolve ambiguities in the document. See Quake Construction, Inc. v. American Airlines, Inc., 141 Ill. 2d 281, 288, 565 N.E.2d 990 (1990); Lenzi v. Morkin, 103 Ill. 2d 290, 293, 469 N.E.2d 178 (1984).\nCFC claims the parol evidence rule bars testimony concerning the parties\u2019 intentions and the course of negotiations, as well as evidence of correspondence between Craig and McLean\u2019s attorney, Pedersen, prior to the signed and countersigned letter of September 28, 2001. For three independent reasons, we uphold the trial court\u2019s decision to admit parol evidence in this case: Parol evidence helped the jury decide whether the parties reached a contract; the documents relied on by CFC as the contract did not indicate complete integration; and the documents left ambiguities best resolved with the help of parol evidence.\nCFC claims that McLean\u2019s signed letter of September 28, 2001, which Craig countersigned on October 3, 2001, became a binding contract for McLean to purchase CFC\u2019s shares in River East. McLean contended at trial that the document was not a contract, that he promised only to try to arrange for a group of investors to purchase CFC\u2019s shares for the agreed sales price. Buttressing McLean\u2019s position is the Duchossois letter of October 2, 2001, where he said: \u201cAlthough neither Bob nor I were [sic] aware of any comments in regard to a 90-day period to resolve this issue, we are agreeable to this with the understanding that your group will do everything possible to accelerate closure.\u201d (Emphasis added.)\nNothing in the letters CFC construes as the contract shows an intention to make that particular set of letters an integrated agreement that would foreclose all reference to the course of negotiation for a complete understanding of the September 28 letter. The letter refers to \u201cour acquisition offer,\u201d which, according to CFC, incorporated into the contract the proposed price of $16.7 million, stated in McLean\u2019s letter of August 30, 2001, for CFC\u2019s interest in River East LLC. Craig\u2019s letter of September 26, 2001, following the September 21 meeting, indicates that CFC agreed to that price, although neither party mentions that price in the September 28 letter. The letter of September 28 does not mention River East or the nature of the proposed transaction.\nThe defendant in Lewis v. Loyola University of Chicago, 149 Ill. App. 3d 88, 500 N.E.2d 47 (1986), sought to exclude correspondence that led to the signing of a written document, and the signed document there, like the letter of September 28, 2001, here, was not an integrated agreement because it lacked crucial terms of the agreement. The appellate court held the trial court correctly considered all prior correspondence leading to the written document:\n\u201cWhere a contract is not expressive of the complete agreement and understanding of the parties, consideration of antecedent proceedings does not serve to vary the contract terms but exemplifies the terms of the agreement. Further, all relevant evidence may be considered to determine whether a particular writing is the complete agreement of the parties.\u201d Lewis, 149 Ill. App. 3d at 93.\nUnder the reasoning of Lewis, because the letters did not show an intent to make any particular set of documents a complete integration of the agreement, the trial court here correctly admitted into evidence testimony concerning the course of negotiations that led to the September 28 letter.\nMoreover, the court should admit parol evidence to explain ambiguities in a written document presented as a contract. Harris v. American General Finance Corp., 54 Ill. App. 3d 835, 840, 368 N.E.2d 1099 (1977). The letter of September 28 refers to \u201cour acquisition offer.\u201d McLean reminds Craig, \u201cboth Peer Pedersen and I stated originally, we require 90 days from the date of your acceptance of our offer.\u201d These phrasings introduce at least some ambiguity as to whether McLean alone, or McLean with Pedersen and some others, intended to make the acquisition offer. CFC itself relied on extrinsic evidence concerning the role of Pedersen and Augustyn to support its claim that McLean alone made the offer. By using such evidence, extrinsic to the letter, CFC effectively conceded the admissibility of parol evidence concerning the meaning of the letters it poses as the contract.\nThe ambiguity of the letters separately justifies the trial court\u2019s decision to admit parol evidence concerning the intentions of the parties. Both parties had the right to present parol evidence on the issue of whether the document qualified as an enforceable contract for the sale of the shares. See Oldenburg v. Hagemann, 207 Ill. App. 3d 315, 326, 565 N.E.2d 1021 (1991).\nII. McLean\u2019s Admission\nCFC contends the trial court should not have granted McLean\u2019s motion to bar use in its case-in-chief of part of McLean\u2019s deposition testimony. At the deposition CFC asked McLean a series of questions about his statement in the letter of August 30 that he was \u201cwilling to arrange for the purchase of [CFC\u2019s] interest in River East LLC for a price of $16,700,000.\u201d McLean agreed it was possible \u201csomebody could interpret\u201d the isolated sentence to mean McLean would arrange financing so that he alone could purchase the shares. CFC sought to introduce the testimony as an admission.\n\u201cAny oral or written out-of-court statement by a party to the action *** which tends to establish or disprove any material fact in a case is an admission and is competent evidence against that party in the action.\u201d Ficken v. Alton & Southern Ry. Co., 291 Ill. App. 3d 635, 647, 685 N.E.2d 1 (1996). The admissibility of such statements of fact rests on the presumption that courts can usually rely on statements made against the speaker\u2019s interests. Felker v. Bartelme, 124 Ill. App. 2d 43, 50, 260 N.E.2d 74 (1970). The presumption does not make speculative or irrelevant statements admissible. See Schall v. Forrest, 51 Ill. App. 3d 613, 615, 366 N.E.2d 1111 (1977); Moran v. Erickson, 297 Ill. App. 3d 342, 358, 696 N.E.2d 780 (1998). Nor does the presumption permit testimony about legal conclusions. National General Insurance Co. v. Ozella, 17 Ill. App. 3d 703, 706, 307 N.E.2d 745 (1974). \u201c[Cjomments as to what \u2018might\u2019 have occurred *** generally are not admissions.\u201d Schall, 51 Ill. App. 3d at 615.\nMcLean\u2019s statement at his deposition amounts to no more than speculation as to how some reader might interpret one sentence in one of his letters. The guess has no greater weight than any other reader\u2019s guess about possible interpretations of the letter. The court barred CFC from using the statement in its case-in-chief, but specified the ruling did not foreclose use of the statement in cross-examination of McLean. We cannot say the trial court abused its discretion in imposing the limitation on the use of McLean\u2019s speculative comment as to how some hypothetical reader might interpret his letter. See Skonberg v. Owens-Corning Fiberglas Corp., 215 Ill. App. 3d 735, 749, 576 N.E.2d 28 (1991) (trial court did not abuse its discretion by restricting the defendant\u2019s use of parts of the plaintiffs deposition to impeachment).\nIII. Evidence of Mismanagement\nThe court disallowed CFC\u2019s evidence of mismanagement of River East LLC because the evidence came to light after the date of the alleged breach. The court permitted CFC to present any evidence it had to support its theory that McLean made the offer in 2001 because he knew of allegations he mismanaged the corporation. CFC sought to persuade the jury that McLean offered to buy out CFC in a desperate effort to prevent investors from seeing the financial records that proved his mismanagement.\nIn LaSalle Bank, N.A. v. C/HCA Development Corp., 384 Ill. App. 3d 806, 893 N.E.2d 949 (2008), the plaintiff sought to introduce evidence that one of the defendants, a doctor, had a financial incentive not to refer his patients to a cardiologist. Although the doctor eventually referred the patient at issue to a cardiologist, the plaintiff argued that the doctor delayed the referral due to the financial incentives. The trial court disallowed the evidence. The appellate court found no abuse of discretion, particularly because the referral, coming shortly after the doctor first reviewed the patient\u2019s chart (and the first time the examining doctor recommended such a referral), showed that the financial incentive had little effect on the doctor. LaSalle Bank, 384 Ill. App. 3d at 822. The appellate court in Estate of Parks v. O\u2019Young, 289 Ill. App. 3d 976, 980-81, 682 N.E.2d 466 (1997), and Werner v. Nebal, 377 Ill. App. 3d 447, 455-56, 878 N.E.2d 811 (2007), similarly affirmed the exclusion of motive evidence where the potential of the evidence to confuse or mislead the jury outweighed its probative value.\nCFC sought to introduce the evidence at issue to support its theory that McLean, without any other investors, had a motive to purchase all of CFC\u2019s shares. The theory faces the stubborn facts that McLean did not pursue the purchase and he did not obstruct CFC\u2019s successful efforts to audit the financial records of River East. According to CFC, McLean himself provided the records that proved his mismanagement. The fact that McLean did not purchase the shares makes this case similar to LaSalle Bank. McLean argued that his corporations earned all fees River East paid them, and McLean personally committed no misconduct. CFC\u2019s proposed evidence would lead to a minitrial on a collateral issue that had strong potential to confuse the jurors and distract them from the central issue in the case. Here, as in Werner, the trial court permitted enough relevant evidence (concerning the lack of financial reports and Craig\u2019s suspicions) to allow the plaintiff to argue its theory to the jury. We cannot say the trial court abused its discretion by limiting the evidence of alleged misconduct to the matters known to either party before the date of the alleged breach of contract.\nIV Jury Instruction\nThe trial court refused CFC\u2019s proposed instruction concerning an undisclosed principal. CFC assigns this ruling as reversible error. The trial court has discretion to decide which instructions to give the jury. We will not reverse the court\u2019s judgment unless it abused its discretion and seriously prejudiced a party\u2019s right to a fair trial. Frank v. Edward Hines Lumber Co., 327 Ill. App. 3d 113, 119, 761 N.E.2d 1257 (2001). The trial court should instruct the jury only on issues raised by the evidence. Mack v. Anderson, 371 Ill. App. 3d 36, 56, 861 N.E.2d 280 (2006).\nIn the case at bar, when asked on the verdict form, \u201cdid CFC prove that there was an offer by McLean to buy CFC\u2019s interest in River East, LLC for $16.7 million?\u201d the jury replied, \u201cno.\u201d CFC presented no evidence McLean worked for an undisclosed principal. CFC consistently maintained McLean himself agreed to purchase its interest in River East. Tellingly, CFC filed its complaint solely against McLean and its steadfast theory throughout trial was that McLean individually entered the contract. McLean, too, presented no evidence that he acted as agent for any principal. He said he tried, unsuccessfully, to arrange a group of investors to purchase CFC\u2019s interest. No evidence supported the instruction CFC proposed; the trial court correctly refused it.\nV Jury Question\nCFC objects to the answer the court gave to the question the jury sent during deliberations.\n\u201cThe general rule when a trial court is faced with a question from the jury is that the court has a duty to provide instruction to the jury when the jury has posed an explicit question or requested clarification on a point of law arising from facts about which there is doubt or confusion. [Citation.]\u201d People v. Millsap, 189 Ill. 2d 155, 160-61, 724 N.E.2d 942 (2000).\nThe trial court followed the general rule. The jury asked whether CFC had to prove McLean, as an individual, offered to purchase CFC\u2019s shares. Because CFC sought to hold McLean personally liable, and it presented no evidence that he acted as agent for an undisclosed principal, the jury could hold McLean liable only on proof that McLean as an individual offered to purchase CFC\u2019s interest in River East LLC. We find no abuse of discretion in the court\u2019s correct response to the question.\nVI. Manifest Weight of the Evidence\nFinally, CFC contends the evidence does not support the verdict. It asks us to enter a judgment in favor of CFC or to remand for a new trial. This was a close case, but the evidence of the negotiations and the exhibits supports the jury\u2019s verdict. The jury could have found the purported contract for the sale lacked at least one essential term: identification of the purchasers. See WestPoint Marine, Inc. v. Prange, 349 Ill. App. 3d 1010, 1013, 812 N.E.2d 1016 (2004). The jury obviously found McLean never made a binding offer to buy CFC\u2019s interest. We will not second-guess the jury\u2019s verdict. We cannot say the manifest weight of the evidence contradicts the jury\u2019s verdict.\nFor the reasons stated above, we affirm the judgment of the trial court.\nAffirmed.\nR. GORDON, P.J., and HALL, J., concur.", "type": "majority", "author": "JUSTICE WOLFSON" } ], "attorneys": [ "June K. Ghezzi, Paul W. Schroeder, and Mark W. DeMonte, all of Jones Day, of Chicago, for appellant.", "Frederick J. Sperling, Sondra A. Hemeryck, and David C. Giles, all of Chicago, for appellee." ], "corrections": "", "head_matter": "CFC INVESTMENT, L.L.C., Plaintiff-Appellant, v. DANIEL E. McLEAN, Indiv. and doing business as MCL Companies, Defendant-Appellee.\nFirst District (1st Division)\nNo. 1 \u2014 08\u20140161\nOpinion filed December 22, 2008.\nJune K. Ghezzi, Paul W. Schroeder, and Mark W. DeMonte, all of Jones Day, of Chicago, for appellant.\nFrederick J. Sperling, Sondra A. Hemeryck, and David C. Giles, all of Chicago, for appellee." }, "file_name": "0520-01", "first_page_order": 536, "last_page_order": 548 }