{ "id": 3404902, "name": "THOMAS HARRIS et al., Plaintiffs-Appellants, v. AMERICAN GENERAL FINANCE CORPORATION et al., Defendants-Appellees", "name_abbreviation": "Harris v. American General Finance Corp.", "decision_date": "1977-10-19", "docket_number": "No. 76-251", "first_page": "835", "last_page": "840", "citations": [ { "type": "official", "cite": "54 Ill. App. 3d 835" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "77 S. Ct. 216", "category": "reporters:federal", "reporter": "S. Ct.", "year": 1956, "opinion_index": 0 }, { "cite": "1 L. Ed. 2d 124", "category": "reporters:federal", "reporter": "L. Ed. 2d", "year": 1956, "opinion_index": 0 }, { "cite": "352 U.S. 918", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6284809, 6286033, 6284594, 6285430, 6285113, 6285722 ], "year": 1956, "opinion_index": 0, "case_paths": [ "/us/352/0918-02", "/us/352/0918-06", "/us/352/0918-01", "/us/352/0918-04", "/us/352/0918-03", "/us/352/0918-05" ] }, { "cite": "234 F.2d 942", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 79366 ], "year": 1956, "opinion_index": 0, "case_paths": [ "/f2d/234/0942-01" ] }, { "cite": "136 F. Supp. 125", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 4264828 ], "year": 1956, "opinion_index": 0, "case_paths": [ "/f-supp/136/0125-01" ] }, { "cite": "162 Ill. App. 571", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 2730444 ], "year": 1976, "opinion_index": 0, "case_paths": [ "/ill-app/162/0571-01" ] }, { "cite": "257 N.E.2d 508", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "121 Ill. App. 2d 430", "category": "reporters:state", "reporter": "Ill. App. 2d", "case_ids": [ 1582650 ], "opinion_index": 0, "case_paths": [ "/ill-app-2d/121/0430-01" ] }, { "cite": "69 S. Ct. 1155", "category": "reporters:federal", "reporter": "S. Ct.", "year": 1949, "opinion_index": 0 }, { "cite": "93 L. Ed. 1725", "category": "reporters:federal", "reporter": "L. Ed.", "year": 1949, "opinion_index": 0 }, { "cite": "337 U.S. 915", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 572557, 572375, 572600, 572382, 572607 ], "year": 1949, "opinion_index": 0, "case_paths": [ "/us/337/0915-01", "/us/337/0915-05", "/us/337/0915-02", "/us/337/0915-03", "/us/337/0915-04" ] }, { "cite": "171 F.2d 248", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 1185691 ], "year": 1949, "opinion_index": 0, "case_paths": [ "/f2d/171/0248-01" ] }, { "cite": "247 N.E.2d 886", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1948, "opinion_index": 0 }, { "cite": "42 Ill. 2d 362", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2848905 ], "year": 1948, "opinion_index": 0, "case_paths": [ "/ill-2d/42/0362-01" ] }, { "cite": "36 Ill. App. 107", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5009857 ], "opinion_index": 0, "case_paths": [ "/ill-app/36/0107-01" ] }, { "cite": "281 N.E.2d 397", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "4 Ill. App. 3d 674", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2919476 ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/4/0674-01" ] }, { "cite": "416 F. Supp. 224", "category": "reporters:federal", "reporter": "F. Supp.", "case_ids": [ 3873831 ], "year": 1972, "opinion_index": 0, "case_paths": [ "/f-supp/416/0224-01" ] }, { "cite": "86 S. Ct. 1572", "category": "reporters:federal", "reporter": "S. Ct.", "year": 1966, "opinion_index": 0 }, { "cite": "16 L. Ed. 2d 548", "category": "reporters:federal", "reporter": "L. Ed. 2d", "year": 1966, "opinion_index": 0 }, { "cite": "384 U.S. 952", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 12072643, 12072325, 12072497, 12072372, 12072440, 12072573 ], "year": 1966, "opinion_index": 0, "case_paths": [ "/us/384/0952-06", "/us/384/0952-01", "/us/384/0952-04", "/us/384/0952-02", "/us/384/0952-03", "/us/384/0952-05" ] }, { "cite": "356 F.2d 485", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 839314 ], "year": 1966, "opinion_index": 0, "case_paths": [ "/f2d/356/0485-01" ] }, { "cite": "311 F.2d 896", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 190406 ], "opinion_index": 0, "case_paths": [ "/f2d/311/0896-01" ] }, { "cite": "128 N.E.2d 883", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1962, "opinion_index": 0 }, { "cite": "6 Ill. 2d 365", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2708300 ], "year": 1962, "opinion_index": 0, "case_paths": [ "/ill-2d/6/0365-01" ] }, { "cite": "354 N.E.2d 586", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "pin_cites": [ { "page": "589" } ], "opinion_index": 0 }, { "cite": "41 Ill. App. 3d 804", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2491825 ], "weight": 2, "pin_cites": [ { "page": "807" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/41/0804-01" ] }, { "cite": "327 N.E.2d 236", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1976, "opinion_index": 0 }, { "cite": "27 Ill. App. 3d 810", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2869567 ], "year": 1976, "opinion_index": 0, "case_paths": [ "/ill-app-3d/27/0810-01" ] }, { "cite": "345 N.E.2d 493", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "pin_cites": [ { "page": "495" } ], "opinion_index": 0 }, { "cite": "63 Ill. 2d 128", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5426498 ], "weight": 2, "pin_cites": [ { "page": "133" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/63/0128-01" ] } ], "analysis": { "cardinality": 717, "char_count": 11844, "ocr_confidence": 0.873, "pagerank": { "raw": 3.69521345041673e-07, "percentile": 0.892659378983099 }, "sha256": "64c9add40d73bdd13bedab9b3ab82f90a7c09ea22946a54386bc772ea7c26e75", "simhash": "1:93da121fdca9be9c", "word_count": 1925 }, "last_updated": "2023-07-14T21:56:34.806209+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "THOMAS HARRIS et al., Plaintiffs-Appellants, v. AMERICAN GENERAL FINANCE CORPORATION et al., Defendants-Appellees." ], "opinions": [ { "text": "Mr. PRESIDING JUSTICE STENGEL\ndelivered the opinion of the court:\nPlaintiffs Thomas and Lucille Harris and Frank Rosenberg, Inc., appeal from a judgment entered in favor of defendants Albert N. Ballard and John W. Cunningham after a bench trial in the Circuit Court of Tazewell County. The issues on appeal are whether defendants\u2019 agent was authorized to negotiate a contract with the plaintiffs and whether a binding contract was created.\nOn February 18, 1971, Sayre & Fisher Corporation (hereafter referred to as S & F) agreed to pay the Harrises *1,306,000 in exchange for certain improved real estate and 50% of the common stock of Pepeo Ltd., a realty investment firm. The Harrises received 147,692 shares of S & F common stock, but were required to pledge back 55,384 shares as security for a *360,000 loan from S & F. The remaining shares were subject to \u201cput\u201d options at a predetermined price of *6.82 per share. S & F agreed to assume an outstanding mortgage of *296,000 on the real estate and to repay a *25,000 loan and *25,000 note owed by the Harrises. S & F further agreed to obtain a second mortgage and to pledge the Pepeo stock as security for its promises.\nOn the same date S & F issued a *60,000 three-year convertible debenture to Frank Rosenberg, Inc., the Harrises\u2019 representative, as payment for arranging the land purchase. The holder could demand immediate payment of the debenture if S & F defaulted on any scheduled interest payment under the instrument, and S & F did default shortly after the debenture was issued. S & F also defaulted on its agreement with the Harrises by failing to buy back stock subject to the \u201cput\u201d options plan. The plaintiffs, consequently, instituted foreclosure proceedings against S & F in the Tazewell County Circuit Court.\nIn March or April, 1972, American General Finance Corporation (hereafter referred to as AGF), a profitable land development firm, decided to acquire S & F, which was suffering steady losses, as a tax shelter. AGF was controlled by Ballard and Cunningham, who between them owned 90% of its stock.\nIn April 1972, AGF representatives, including the defendants Ballard and Cunningham, met with S & F\u2019s directors to propose a merger of the two companies. The defendants desired immediate control of S & F, which they obtained by tendering a *50,000 check to S & F to meet its expenses. At the conclusion of this meeting a majority of S & F directors and officers resigned, and were replaced by AGF personnel. Ballard became S & F\u2019s new chairman and president. The *50,000 check was then returned to Ballard, but was never deposited in S & F\u2019s account.\nLater in the month defendants instructed their agent Arthur Schwartz to return all of plaintiffs\u2019 property in exchange for their S & F stock and a dismissal of their lawsuit. This offer was rejected. In May, Bernard Rosenberg, the owner of Frank Rosenberg, Inc., personally informed the defendants that he required written authorization for Schwartz\u2019 agency and the personal guarantees of defendants as preconditions to any settlement of the lawsuit.\nOn June 16, 1972, Schwartz gave Rosenberg a letter from Ballard stating that Schwartz had \u201cfull authority to negotiate with you on behalf of Sayre & Fisher * \u201d s.\u201d The letter included the personal financial statements of Ballard and Cunningham and the corporate statements of AGF and S & F. Thereafter Rosenberg and Schwartz entered into negotiations.\nOn July 25,1971, Cunningham sent Rosenberg S & F\u2019s \u201cproposal for an agreement.\u201d By its terms S & F agreed to return all of the plaintiffs\u2019 assets in exchange for 72,308 shares of the Harrises\u2019 stock and plaintiffs\u2019 dismissal with prejudice of their lawsuit. The Harrises\u2019 remaining shares were subject to new \u201cput\u201d options at *7.625 per share, but they were required to dispose of all of their stock by February 18,1973. Rosenberg was required to convert his debenture into 24,720 shares of common stock subject to the same terms as the Harrises. S & F also promised to extend the Harrises\u2019 *360,000 note which S & F had received under the 1971 contract, and to obtain a *425,000 life insurance policy on either of defendants as security for its promises. Moreover, Cunningham\u2019s letter stated that the new agreement would be \u201cguaranteed by Albert N. Ballard, John W. Cunningham * * and others.\nAlthough the letter mentioned reducing these terms to formal documents, it provided spaces for plaintiffs\u2019 signatures below the word \u201cACCEPTED\u201d and was signed by both the Harrises and Rosenberg. Furthermore, Cunningham\u2019s letter required plaintiffs to \u201cleave all pending litigation in statu quo, pending completion and execution of formal documents.\u201d\nOn August 1,1972, S & F proposed certain modifications relating to the \u201cput\u201d options and the amount of life insurance to be obtained which the plaintiffs accepted in writing. Plaintiffs\u2019 attorney submitted a formal contract to S & F in early October, which was rejected obstensibly because it required AGF to promise additional security as a guarantor of S & F\u2019s agreement. Schwartz, however, testified that Cunningham told him in late October or early November that, \u201cThis is too fat a deal for Bernie.\u201d\nIn any event, negotiations broke down and a formal contract was never executed, although plaintiffs held their lawsuit in abeyance as required by Cunningham\u2019s July 25 letter. Plaintiffs eventually obtained a decree of foreclosure in February 1974, but by then S & F had initiated bankruptcy proceedings and plaintiffs\u2019 judgment could not be satisfied. Thereafter they began these proceedings which resulted in a judgment for defendants from which plaintiffs appeal.\nAlthough defendants have not filed briefs on appeal, this is not a basis for reversing the trial court pro forma under the rule of First Capitol Mortgage Corp. v. Talandis Construction Corp. (1976), 63 Ill. 2d 128, 345 N.E.2d 493. Talandis requires us to decide the merits of the appeal without an appellee\u2019s brief in cases where the record is simple and the alleged errors can be easily resolved. In other cases we may reverse the trial court only if \u201cthe appellant\u2019s brief demonstrates prima facie reversible error and the contentions of the brief find support in the record * * 63 Ill. 2d 128, 133, 345 N.E.2d 493, 495.\nAs indicated by the statement of facts, this appeal does not involve simple factual and legal questions which must be fully resolved under Talandis. The report of proceedings contains 382 pages and is supplemented by over 20 exhibits, including many lengthy and detailed legal documents. At the same time, however, the record does not include counsels\u2019 closing arguments or the trial court\u2019s basis for its decision.\nUnder these circumstances the present appeal should be decided under the \u201cother cases\u201d approach outlined in Talandis, and it is our conclusion that the plaintiffs\u2019 brief demonstrates prima facie reversible error which is supported by the record. Accordingly, we reverse the judgment of the Circuit Court of Tazewell County.\nUnder proper circumstances the parties\u2019 correspondence may constitute a contract, even if it is necessary to refer to several documents to establish its terms. (See O\u2019Brien v. Kawazoye (1st Dist. 1975), 27 Ill. App. 3d 810, 327 N.E.2d 236.) In Steinberg v. Chicago Medical School (1st Dist. 1976), 41 Ill. App. 3d 804, 807, 354 N.E.2d 586, 589, the court stated that, \u201c[a] contract\u2019s essential requirements are: competent parties, valid subject matter, leg\u00e1l consideration, mutuality of obligation and mutuality of agreement.\u201d Judged by these criteria, we believe that the letters of July 25 and August 1, 1972, establish a binding contract.\nSince the legal effect of an instrument is not determined by its label, the fact that the July 25 letter purports merely to be \u201ca proposal for an agreement\u201d is not controlling. (See Bonde v. Weber (1955), 6 Ill. 2d 365, 128 N.E.2d 883.) Similarly, while the parties may decide that there is no contract until formal documents are executed, this is largely a question of intent. (National Gas Appliance Corp. v. Manitowok Co. (7th Cir. 1962), 311 F.2d 896.) We doubt that the parties intended such a result here because the July 25 letter required the appellants to hold their lawsuit \u201cin statu quo\u201d during the period in which formal documents were to be drawn up. It has been held, moreover, that where, as here, the formal contract is to be substantially based upon the terms of the earlier agreement, a clause contemplating execution of formal documents does not reduce the earlier agreement to a mere negotiation. (Frank Horton & Co. v. Cook Electric Co. (7th Cir. 1966), 356 F.2d 485, cert. denied, 384 U.S. 952, 16 L. Ed. 2d 548, 86 S. Ct. 1572 (1966); Evans, Inc. v. Tiffany & Co. (N.D. Ill. 1976), 416 F. Supp. 224; cf. Davis v. Magnus (1st Dist. 1972), 4 Ill. App. 3d 674, 281 N.E.2d 397 (abstract).) Since the July 25and August 1, 1972, letters constituted a binding contract, S & F\u2019s failure to carry out its obligations thereunder amounted to a breach. This is precisely what plaintiffs have argued in their brief, and we agree with their conclusions based upon our examination of the record.\nWe also agree that defendants personally bound themselves to the contract and therefore may be liable for its breach. It has long been the rule that an individual who signs a promissory note does not relieve himself from personal liability by affixing his corporate title to his signature absent evidence that the parties intended to hold the corporation alone liable for the debt. (Williams v. Miami Power Co. (4th Dist. 1890), 36 Ill. App. 107.) Although this is not the precise situation involved in this case, we believe the language of the July 25 letter stating that the contract would be \u201cguaranteed by Albert N. Ballard [and] John W. Cunningham\u201d speaks for itself. The intent of the parties must be determined from the language of their agreement alone where it is not ambiguous (Schek v. Chicago Transit Authority (1969), 42 Ill. 2d 362, 247 N.E.2d 886), and contract language is not rendered ambiguous simply because the parties do not agree upon its meaning. Whiting Stoker Co. v. Chicago Stoker Corp. (7th Cir. 1948), 171 F.2d 248, cert. denied, 337 U.S. 915, 93 L. Ed. 1725, 69 S. Ct. 1155 (1949).\nEven assuming that the word \u201cguaranteed\u201d is ambiguous, extrinsic evidence would be admissible to explain it. (See La Salle National Insurance Co. v. Executive Auto Leasing Co. (1st Dist. 1970), 121 Ill. App. 2d 430, 257 N.E.2d 508.) The record shows that plaintiffs insisted from the outset upon Ballard and Cunningham\u2019s personal guarantees, that such guarantees were never refused and that defendants, in fact, delivered their personal financial statements to plaintiffs. Under these circumstances plaintiffs, who apparently bargained in good faith, are entitled to the benefit of their contract no matter what defendants may have secretly intended. (See Kelly v. Williams (1st Dist. 1911), 162 Ill. App. 571; Steinberg v. Chicago Medical School (1st Dist. 1976), 41 Ill. App. 3d 804, 354 N.E.2d 586.) In fact, even if extrinsic evidence could not resolve the ambiguity, we would still construe the ambiguity strongly against the drafter under the doctrine of \u201ccontra proferentem.\u201d Hurd v. Illinois Bell Telephone Co. (N.D. Ill. 1955), 136 F. Supp. 125, aff'd (7th Cir. 1956), 234 F.2d 942, cert. denied, 352 U.S. 918, 1 L. Ed. 2d 124, 77 S. Ct. 216 (1956).\nFor these reasons, the judgment of the Circuit Court of Tazewell County is reversed.\nJudgment reversed.\nSTOUDER and SCOTT, JJ., concur.", "type": "majority", "author": "Mr. PRESIDING JUSTICE STENGEL" } ], "attorneys": [ "John E. Cassidy, Jr., of Cassidy, Cassidy & Mueller, of Peoria, for appellants.", "No brief filed for appellees." ], "corrections": "", "head_matter": "THOMAS HARRIS et al., Plaintiffs-Appellants, v. AMERICAN GENERAL FINANCE CORPORATION et al., Defendants-Appellees.\nThird District\nNo. 76-251\nOpinion filed October 19, 1977.\nJohn E. Cassidy, Jr., of Cassidy, Cassidy & Mueller, of Peoria, for appellants.\nNo brief filed for appellees." }, "file_name": "0835-01", "first_page_order": 857, "last_page_order": 862 }