{ "id": 5609780, "name": "THE ROSCOE COMPANY, Plaintiff-Appellee, v. LEWIS UNIVERSITY, COLLEGE OF LAW, Defendant and Third-Party Plaintiff-Appellant.-(CANEL MANAGEMENT AND DEVELOPMENT COMPANY, Third-Party Defendant-Appellee.)", "name_abbreviation": "Roscoe Co. v. Lewis University, College of Law", "decision_date": "1979-12-27", "docket_number": "No. 79-640", "first_page": "1098", "last_page": "1101", "citations": [ { "type": "official", "cite": "79 Ill. App. 3d 1098" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "380 N.E.2d 950", "category": "reporters:state_regional", "reporter": "N.E.2d", "pin_cites": [ { "page": "954" } ], "opinion_index": 0 }, { "cite": "63 Ill. App. 3d 939", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3337230 ], "pin_cites": [ { "page": "944" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/63/0939-01" ] }, { "cite": "313 N.E.2d 457", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "57 Ill. 2d 376", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5407090 ], "opinion_index": 0, "case_paths": [ "/ill-2d/57/0376-01" ] }, { "cite": "84 N.E. 181", "category": "reporters:state_regional", "reporter": "N.E.", "opinion_index": 0 }, { "cite": "233 Ill. 79", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 3378485 ], "opinion_index": 0, "case_paths": [ "/ill/233/0079-01" ] } ], "analysis": { "cardinality": 456, "char_count": 8434, "ocr_confidence": 0.907, "pagerank": { "raw": 2.3048431124637645e-07, "percentile": 0.7877928404320097 }, "sha256": "ff017a594b87583cef14bf831c5a10ebe1291ffd0268ce63d91f6eecb1e4407f", "simhash": "1:8aba4d094ffc1fb9", "word_count": 1364 }, "last_updated": "2023-07-14T21:35:08.542664+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "THE ROSCOE COMPANY, Plaintiff-Appellee, v. LEWIS UNIVERSITY, COLLEGE OF LAW, Defendant and Third-Party Plaintiff-Appellant.\u2014(CANEL MANAGEMENT AND DEVELOPMENT COMPANY, Third-Party Defendant-Appellee.)" ], "opinions": [ { "text": "Mr. PRESIDING JUSTICE JIGANTI\ndelivered the opinion of the court:\nThe defendant and third-party plaintiff, Lewis University School of Law (Lewis), appeals from orders entered by the circuit court of Cook County (1) granting summary judgment against Lewis and in favor of the plaintiff, Roscoe Company (Roscoe), (2) sustaining the motion of the third-party defendant, Canel Management and Development Company (Canel), to strike Lewis\u2019 third-party complaint, and (3) denying Lewis leave to file an amended third-party complaint.\nOn appeal, Lewis argues it was error for the trial court to enter summary judgment in favor of Roscoe because issues of material fact existed and that it was an abuse of discretion to deny it leave to file an amended third-party complaint. Canel has not filed an appellate brief.\nThe complaint alleges Roscoe and Lewis entered into four written contracts which required Roscoe to provide uniforms to Lewis\u2019 service personnel for two years. The contracts were terminated by Canel after approximately one year. Liquidated damages computed as \u201c50 percent of the weekly charge multiplied by the number of weeks remaining in the agreement,\u201d are asserted to amount to *2,468.20.\nLewis\u2019 answer to the complaint denied that it was a party to any written contracts with Roscoe. It alleged that the contracts were signed by an \u201cemployee of the agent of the defendant,\u201d that the employee had no authority to sign the service contracts, and that Roscoe was fully aware of that lack of authority.\nRoscoe filed a motion for summary judgment, alleging that Lewis\u2019 sole defense is that the contracts were signed by Donald Boyd, an employee of Lewis\u2019 agent, Canel, who was not authorized to commit Lewis to such an agreement. Roscoe argued that Boyd had either actual or apparent authority to enter the contracts on Lewis\u2019 behalf or, alternatively, that Lewis is bound because it subsequently ratified the contracts by paying Roscoe\u2019s bills.\nIn support of its motion, Roscoe attached the four service contracts between itself and Lewis, Lewis\u2019 agency contract with Canel, Lewis\u2019 answers to Roscoe\u2019s request to admit, and the affidavit of Roscoe\u2019s credit manager setting forth the calculations which produced the amount of the damage claim and also explaining that the measure of damages was based on both startup costs and lost profits.\nThe Lewis/Canel agency contract is titled \u201cManagement and Development Agreement.\u201d It refers to Canel as \u201cAgent\u201d for Lewis and states that Lewis is employing Canel as \u201cthe sole and exclusive managing agent and development agent of [the Lewis physical plant].\u201d Lewis agreed to give Canel \u201call rights to contract on behalf of [Lewis] for the purchase of any items necessary or incidental to [Canel] performing its duties.\u201d Additionally, the contract provides that Lewis \u201cgives [Canel] all expressed and implied authority [Canel] will require that is incidental to and necessary for [Canel] to have in maintaining the [Lewis property].\u201d\nIn its answer to Roscoe\u2019s request to admit, Lewis admits that Canel had a contract to operate the physical plant; admits that Lewis paid for the services rendered by Roscoe; and admits that Canel, through its officers, terminated the Roscoe contracts before their expiration dates.\nIn response to Roscoe\u2019s motion for summary judgment, Lewis argued Boyd was not authorized to sign any contract, rather than just the Roscoe contracts. Lewis submitted the affidavit of Dale Galassie, assistant to the vice president of business at Lewis, which stated Canel was employed by Lewis to operate the physical plant; that Michael Flynn, the Canel officer on campus, was assisted by Boyd; that Boyd was the employee who ran the daily affairs of the office; and that Boyd\u2019s duties involved the immediate direction of the daily work. The affidavit also stated Galassie knew Boyd \u201chad no authority to commit Canel or the University to any third party obligations,\u201d and that he \u201cknows of his own knowledge that Boyd had no authority, delegated or apparent, to enter into contracts on behalf of Lewis * *\nThe vice president of Canel, Michael J. Flynn, stated in a deposition that he handled all purchasing and all contractual matters and that all authorizations for expenditures from the budget had to carry his signature.\nLewis\u2019 argument on appeal is that the trial court erred in granting summary judgment in favor of Roscoe because there existed issues of material fact. Lewis identified the issue formed by the pleadings as whether Boyd, an employee of the corporate agent, had authority to execute a written contract binding Lewis.\nLewis does not dispute Canel\u2019s ability to enter into the service contracts. Nor does Lewis question the right of Canel to hire Boyd as a subagent. (See Restatement (Second) of Agency \u00a75 (1958).) The record supports the conclusion that Canel appointed Boyd as its subagent to perform functions undertaken by Canel for Lewis: Lewis\u2019 vice-president, Galassie, stated in his affidavit that Boyd was the employee who ran the daily affairs of the office at Lewis and that Boyd\u2019s duties involved the immediate direction of the daily work. The subagent has the same power to bind the principal as does the agent. (Restatement (Second) of Agency \u00a7142, comment b (1958); Sorg v. Crandall (1908), 233 Ill. 79, 84 N.E. 181.) Therefore, Boyd had the same power to bind Lewis as did Canel. Galassie\u2019s statement that Boyd had no actual authority to commit Lewis to a contract is of no legal significance. Canel had the actual authority to enter into the service contracts, and Canel also had the authority to appoint subagents and in fact did appoint Boyd as its subagent. Therefore, Boyd\u2019s execution of the service contracts, which is a function authorized by the agency contract, binds Lewis as the principal.\nThere are three situations in which the principal may be bound by his agent: First, where the agent was actually authorized to bind the principal; second, where the agent was apparently authorized; or third, where the agent had a power, in the nature of an inherent power, arising from the agency relationship and not dependent upon actual or apparent authority. (See Restatement (Second) of Agency \u00a7140 (1958).) The actual authority given Canel and properly transmitted to Boyd binds Lewis under the first of these. The trial court\u2019s entry of summary judgment in favor of Roscoe was correct because there is no genuine issue as to any material fact concerning Boyd\u2019s actual authority to execute the contracts on behalf of Lewis. Carruthers v. B. C. Christopher & Co. (1974), 57 Ill. 2d 376, 313 N.E.2d 457; Ill. Rev. Stat. 1975, ch. 110, par. 57.\nLewis also argues the trial court erred in denying it leave to file an amended third-party complaint against Canel.\nAt the time it answered Roscoe\u2019s complaint, Lewis filed a third-party complaint against Canel. The court subsequently granted Canel\u2019s motion to strike that complaint. Lewis sought leave to file an amended third-party complaint and tendered a copy of the proposed amended pleading to the court. That motion was denied by the trial judge, apparently without any consideration of the merits of the pleading.\nThe Civil Practice Act permits amendments of pleadings on \u201cjust and reasonable terms\u201d to enable a plaintiff to sustain its claim. (Ill. Rev. Stat. 1975, ch. 110, par. 46(1).) To promote the spirit of the Act, \u201cthe power to allow amendments should be freely exercised so that litigants may fully present their alleged cause or causes of action.\u201d Schlossberg v. E. L. Trendel & Associates, Inc. (1978), 63 Ill. App. 3d 939, 944, 380 N.E.2d 950, 954.\nThe power of the trial court to allow amendments should have been exercised so as to permit Lewis to file the amended third-party complaint which it had prepared and tendered to the court.\nFor the foregoing reasons the judgment of the circuit court of Cook County is affirmed in part, reversed in part, and remanded.\nAffirmed in part, reversed in part, and remanded.\nLINN and ROMITI, JJ., concur.", "type": "majority", "author": "Mr. PRESIDING JUSTICE JIGANTI" } ], "attorneys": [ "Wylie and Mulherin, of Chicago (Francis X. Riley, of counsel), for appellant.", "Robert D. Allison and Arnold M. Flamm, both of Chicago, for appellee." ], "corrections": "", "head_matter": "THE ROSCOE COMPANY, Plaintiff-Appellee, v. LEWIS UNIVERSITY, COLLEGE OF LAW, Defendant and Third-Party Plaintiff-Appellant.\u2014(CANEL MANAGEMENT AND DEVELOPMENT COMPANY, Third-Party Defendant-Appellee.)\nFirst District (4th Division)\nNo. 79-640\nOpinion filed December 27, 1979.\nWylie and Mulherin, of Chicago (Francis X. Riley, of counsel), for appellant.\nRobert D. Allison and Arnold M. Flamm, both of Chicago, for appellee." }, "file_name": "1098-01", "first_page_order": 1120, "last_page_order": 1123 }