{ "id": 3107357, "name": "ROCKDALE CABLE T.V. CO., Plaintiff-Appellant, v. GEORGE A. SPADORA et al., Defendants-Appellees", "name_abbreviation": "Rockdale Cable T.V. Co. v. Spadora", "decision_date": "1981-07-02", "docket_number": "No. 80-455", "first_page": "754", "last_page": "758", "citations": [ { "type": "official", "cite": "97 Ill. App. 3d 754" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "172 N.E. 1", "category": "reporters:state_regional", "reporter": "N.E.", "year": 1953, "opinion_index": 0 }, { "cite": "340 Ill. 118", "category": "reporters:state", "reporter": "Ill.", "case_ids": [ 5247852 ], "year": 1953, "opinion_index": 0, "case_paths": [ "/ill/340/0118-01" ] }, { "cite": "42 N.E.2d 971", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "315 Ill. App. 243", "category": "reporters:state", "reporter": "Ill. App.", "case_ids": [ 5645485 ], "opinion_index": 0, "case_paths": [ "/ill-app/315/0243-01" ] }, { "cite": "407 N.E.2d 43", "category": "reporters:state_regional", "reporter": "N.E.2d", "opinion_index": 0 }, { "cite": "81 Ill. 2d 151", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 5480949 ], "opinion_index": 0, "case_paths": [ "/ill-2d/81/0151-01" ] }, { "cite": "191 N.W.2d 142", "category": "reporters:state_regional", "reporter": "N.W.2d", "year": 1972, "opinion_index": 0 }, { "cite": "34 Mich. App. 305", "category": "reporters:state", "reporter": "Mich. App.", "case_ids": [ 2094316 ], "year": 1972, "opinion_index": 0, "case_paths": [ "/mich-app/34/0305-01" ] }, { "cite": "248 Pa. Super. 111", "category": "reporters:state", "reporter": "Pa. Super.", "case_ids": [ 832329 ], "weight": 2, "year": 1971, "opinion_index": 0, "case_paths": [ "/pa-super/248/0111-01" ] } ], "analysis": { "cardinality": 580, "char_count": 10120, "ocr_confidence": 0.838, "pagerank": { "raw": 1.2508685524233268e-07, "percentile": 0.6100469564055665 }, "sha256": "4b57946133147befc1d9ee499a127c3bf7bdfbcbb92f82a66c2c6f224ded9a98", "simhash": "1:bf8f4294628bb194", "word_count": 1683 }, "last_updated": "2023-07-14T15:36:18.348258+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "ROCKDALE CABLE T.V. CO., Plaintiff-Appellant, v. GEORGE A. SPADORA et al., Defendants-Appellees." ], "opinions": [ { "text": "Mr. PRESIDING JUSTICE SCOTT\ndelivered the opinion of the court:\nThe appellant here, Rockdale Cable T.V. Co. (hereinafter Rock-dale), filed an action in the Circuit Court of Will County seeking to recover damages allegedly due as a result of a breach of contract. Named as defendants in the said action were the appellees, George A. Spadora, Community Electronics Systems, Inc., and Teleprompter Cable Systems, Inc. (hereinafter Spadora, Community and Teleprompter, respectively). In a bench trial in the court below, a judgment was entered against the appellant, and it now seeks our review.\nIn 1977, Community was a subsidiary of Teleprompter and the owner of 6% acres of land near Joliet, Illinois, upon which was located a cable television tower, two small buildings and certain headend electronic equipment. According to the testimony of appellant\u2019s agent, Arthur A. Kraus (hereinafter Kraus), Teleprompter and Community were ceasing operations in the Joliet area, and in the process of closing up operations sought to sell the Joliet property. On behalf of Rockdale, Kraus by letter offered to purchase for $20,000 the \u201cJoliet Cable T.V. Tower Site\u201d with the understanding \u201cthat the two small buildings and TV Tower intact [were] a part of this real estate purchase.\u201d Following an apparent period of negotiation, Kraus sent Spadora, an agent for Teleprompter and Community, the following telegram:\n\u201cIn reference to our phone conversation this is to confirm our offer at $22,400. We will be forwarding a certified check for ten percent.\u201d\nThe telegram was dated March 25, 1977.\nThe March 25 offer was subsequently accepted, and five days later Community executed a quit claim deed to the acres of real estate as well as a bill of sale containing the following paragraph:\n\u201c1. Seller hereby grants, bargains, sells, assigns, transfers, conveys and sets over unto Buyer, free and clear of liens, liabilities, obligations, encumbrances, security interests, and interest of other persons of every kind and nature, all Seller\u2019s right, title and interest, of every kind and nature, in and to all improvements present on that certain parcel of real estate described on the Deed annexed hereto as Exhibit A, the Joliet headend site, including the headend, tower and all headend electronics.\u201d\nThe purported sale of the headend electronics resulted in the current dispute.\nThe court below was advised that headend electronic equipment is that equipment necessary to make the cable television tower functional. Kraus testified that when he offered on behalf of Rockdale to purchase the Joliet site intact, his offer was intended to include all headend electronic equipment. Indeed, the bill of sale executed by Community transfers all the Seller\u2019s right, title and interest in such equipment. Sometime later, however, Rockdale allegedly learned for the first time that all of the headend electronic equipment had been sold by Community to City Communications, Inc. (hereinafter City), said sale having been made more than a month prior to Rockdale\u2019s March 25 offer.\nCommunity\u2019s Agent, Spadora, recalls events somewhat differently than as alleged and testified to by Rockdale\u2019s Kraus. According to Spadora, certain of the subject equipment at the Joliet site was unwanted by either Community or City, and on March 21, 1977, he informed Kraus of this fact and offered to transfer the title of this abandoned equipment to Rockdale in the bill of sale for the Joliet site. Further, Spadora testified during appellant\u2019s case in chief that the sale of the \u201cTV Tower intact\u201d was not understood to include the sale of the tower with all headend electronic equipment.\nRockdale\u2019s instant suit for breach seeks money damages for the value of the equipment it allegedly contracted to purchase but failed to receive. Appellant\u2019s theory is that the documents before the court, taken together, comprise a written contract for the purchse of the headend electronic equipment. At the close of Rockdale\u2019s presentation of evidence, the appellees moved for a judgment under section 64(3) of the Civil Practice Act (Ill. Rev. Stat. 1979, ch. 110, par. 64(3)). That motion was granted, and the judgment is now presented for our review.\nRockdale urges that the bill of sale, the correspondence of the parties, the telegram, and the payment drafts constituted a written contract for the sale of the headend equipment, and the failure to deliver same constituted a prima facie breach of contract. According to the law governing the sale of personal property, the final writing of the contracting parties, in this case the bill of sale, may be explained or supplemented with evidence of consistent additional terms unless the final writing is found to be a complete and exclusive statement of the parties\u2019 agreement. (Ill. Rev, Stat. 1979, ch. 26, par. 2 \u2014 202.) No such finding appears of record here, so we conclude that Rockdale correctly asserts that the final writing, the bill of sale, may be explained or supplemented with evidence of other terms, so long as those terms are consistent with the terms of the final writing. Rockdale concludes that because the bill of sale transferred \u201call headend electronics\u201d as those words were explained by the letter offer to purchase the TV tower \u201cintact,\u201d we must find that the agreement of the parties\u2019 calls for the transfer of all equipment necessary to make the tower operational.\nAppellees read the same bill of sale and find language wherein the Seller purports to transfer only such \u201cright, title and interest\u201d as he may poss\u00e9ss, thereby negativing the intent to transfer \u201call headend electronics.\u201d In the sale of goods there is a warranty given by the seller that the title conveyed shall be good. (Ill. Rev. Stat. 1979, ch. 26, par. 2 \u2014 312(1)(a).) This warranty of title may be excluded or modified \u201cby specific language * * * which give[s] the buyer reason to know that the person selling * * * is purporting to sell only such right or title as he 0 * 0 may have.\u201d (Ill. Rev. Stat. 1979, ch. 26, par. 2 \u2014 312(2).) In the instant case, we have considered the language in the bill of sale relied on by the appellee, and after reviewing the published cases, we find that such language lacks the specificity required by section 2 \u2014 312(2). (Sunseri v. RKO-Stanley Warner Theatres, Inc. (1977), 248 Pa. Super. 111, 374 A.2d 1342; Jones v. Linebaugh (1971), 34 Mich. App. 305, 191 N.W.2d 142; J. White & R. Summers, Handbook of the Law Under the Uniform Commercial Code 304-05 (1972).) Precise and unambiguous language must be used to exclude a warranty of title, and the language in the bill of sale sub judice fails that test.\nSpecific langauge is not the only method of excluding a warranty of title from the sale of goods. If there are \u201ccircumstances which give the buyer reason to know that the person selling 0 \u00b0 * is purporting to sell only such right or title as he 0 0 * may have\u201d (Ill. Rev. Stat. 1979, ch. 26, par. 2 \u2014 312(2)), then the buyer cannot be heard to complain that he received less than he bargained for. In the instant case, evidence of the purported March 21 conversation between Spadora and Kraus was offered without objection. That evidence, to the effect that Rockdale would receive only such electronic equipment as City left behind, clearly puts Rockdale on notice that Community was selling only such right and title in the headend equipment as it had after the sale to City. We defer to the finding of the circuit court that the testimony was credible regarding the March 21 conversation, and with such a finding, that court\u2019s judgment pursuant to section 64(3) of the Civil Practice Act (Ill. Rev. Stat. 1979, ch. 110 par. 64(3)) was not improper. See Kokinis v. Kotrich (1980), 81 Ill. 2d 151, 407 N.E.2d 43.\nFinally, the appellant Rockdale contends that error occurred in the trial of this cause when it was not permitted to interrogate George Spadora under the provisions of section 60 of the Civil Practice Act (Ill. Rev. Stat. 1979, ch. 110, par. 60). Spadora was, at the time of the negotiation and sale, an employee of Community. He was also named as a defendant in Rockdale\u2019s complaint, although service of summons was never completed on him. The appellant suggests that the treatment of Spadora as its witness constituted reversible error. We disagree.\nSection 60 applies only when the witness involved is an adverse party or an agent of an adverse party. While Spadora was an agent of Community in 1977, there was no showing at' the hearing below that he continued in that capacity. Section 60 contemplates that agency status is determined at the time of. trial. (Bituminous Casualty Corp. v. City of Harrisburg (1942), 315 Ill. App. 243, 42 N.E.2d 971), and it follows that Spadora was not properly qualified as an agent of an adverse party.\nNeither was Spadora a party in his own right. Although named as a defendant, he was unserved. A party according to section 60 is one \u201cfor whose immediate benefit the action is prosecuted or defended.\u201d No action against Spadora was being defended as no personal jurisdiction over him had been obtained, either by the coercive power of a summons or by the consensual authority of a voluntary appearance. A party by being present in court and testifying as a witness, with no further action by the witness or his attorney, does not generally appear so as to give the court jurisdiction over his person. Brown v. VanKeuren (1930), 340 Ill. 118, 172 N.E. 1; 3 Ill. L. & Prac. Appearances \u00a72 (1953); cf. Ill. Rev. Stat. 1979, ch. 38, par. 156 \u2014 1 et seq. (criminal proceeding.)\nHaving read and considered the briefs of counsel as well as the authorities cited therein, and for the reasons hereinbefore set forth, we affirm the judgment of the Circuit Court of Will County.\nAffirmed.\nHEIPLE and STOUDER, JJ., concur.", "type": "majority", "author": "Mr. PRESIDING JUSTICE SCOTT" } ], "attorneys": [ "Stephen M. Masters, of Robson, Masters, Ryan, Brumund & Belom, of Joliet, for appellant.-", "Lawrence C. Gray, of Galowich & Galowich, of Joliet, for appellees." ], "corrections": "", "head_matter": "ROCKDALE CABLE T.V. CO., Plaintiff-Appellant, v. GEORGE A. SPADORA et al., Defendants-Appellees.\nThird District\nNo. 80-455\nOpinion filed July 2, 1981.\nStephen M. Masters, of Robson, Masters, Ryan, Brumund & Belom, of Joliet, for appellant.-\nLawrence C. Gray, of Galowich & Galowich, of Joliet, for appellees." }, "file_name": "0754-01", "first_page_order": 776, "last_page_order": 780 }