{
  "id": 3217659,
  "name": "August B. Spiegel, Appellee, v. John Frangoulis, Appellant",
  "name_abbreviation": "Spiegel v. Frangoulis",
  "decision_date": "1933-09-18",
  "docket_number": "",
  "first_page": "526",
  "last_page": "531",
  "citations": [
    {
      "type": "official",
      "cite": "271 Ill. App. 526"
    }
  ],
  "court": {
    "name_abbreviation": "Ill. App. Ct.",
    "id": 8837,
    "name": "Illinois Appellate Court"
  },
  "jurisdiction": {
    "id": 29,
    "name_long": "Illinois",
    "name": "Ill."
  },
  "cites_to": [
    {
      "cite": "254 Ill. App. 428",
      "category": "reporters:state",
      "reporter": "Ill. App.",
      "case_ids": [
        3178434
      ],
      "pin_cites": [
        {
          "page": "p. 434"
        }
      ],
      "opinion_index": 0,
      "case_paths": [
        "/ill-app/254/0428-01"
      ]
    }
  ],
  "analysis": {
    "cardinality": 458,
    "char_count": 7602,
    "ocr_confidence": 0.522,
    "pagerank": {
      "raw": 7.085473636476703e-08,
      "percentile": 0.4262835400828388
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    "sha256": "3ee87169e92b320d9382c310edf58aebc2dcd575e185d5e6b98fed6a30e1a973",
    "simhash": "1:2774a4e6eb625f39",
    "word_count": 1294
  },
  "last_updated": "2023-07-14T19:16:30.679272+00:00",
  "provenance": {
    "date_added": "2019-08-29",
    "source": "Harvard",
    "batch": "2018"
  },
  "casebody": {
    "judges": [],
    "parties": [
      "August B. Spiegel, Appellee, v. John Frangoulis, Appellant."
    ],
    "opinions": [
      {
        "text": "Mr. Presiding Justice Edwards\ndelivered the opinion of the court.\nHope Motor- Company, having its place of business in Granite City, was incorporated October 1, 1928. Thirteen months later, or on October 28, 1929, appellee purchased 10 shares of its common stock for $1,000. Appellant, John Frangoulis, was then its president, and signed the stock certificate. On February 27,1931, the circuit court of Madison county, in a proceeding brought for the purpose, declared the corporation insolvent, and entered a decree for its dissolution and winding up its affairs.\nSeptember 14, 1932, appellee brought suit against appellant under the Illinois Securities Act, Cahill\u2019s St. ch. 32, Hfi 25A-296 (being secs. 96 to 137, ch. 1211/2, Smith-Hurd E. S. 1931), to recover the $1,000 paid for the stock, together with the attorney\u2019s fees provided for by section 132 thereof. The suit was based upon the proposition that the stock involved was of the character defined by the act as Class \u201cD\u201d and that appellant, or the corporation, had not, before selling same, complied with the statute in the matter of filing in the office of the secretary of state, the required documents, statements and information.\nAppellant pleaded the general issue; there was a trial before the court and a jury. At the conclusion of appellee\u2019s case, appellant not offering any evidence, the court directed a verdict for appellee in the sum of $1,250, being the $1,000 expended for the stock, and $250 which was claimed as .an attorney\u2019s fee, under the statute. From the judgment rendered on the directed verdict, appellant has perfected this appeal.\nThe chief ground relied upon for reversal is that the proof of appellee fails to show that the stock was Class \u00a3\u00a3D.\u201d\nThe statute defines four classes into which the securities are divided, \u201cA\u201d, \u00a3\u00a3B\u201d, <\u00a3C\u201d and \u00a3\u00a3D\u201d. Section 99, Cahill\u2019s St. ch. 32, U 257, designates what securities shall be of Class \u00a3\u00a3A\u201d. Section 100, Cahill\u2019s St. ch. 32, f 258, does likewise concerning those of Class \u00a3\u00a3B\u201d. Section 101, Cahill\u2019s St. ch. 32,- H 259, defines and states those which shall constitute Class \u00a3\u00a3C\u201d; while section 103, Cahill\u2019s St. ch. 32, ft 261, provides that all securities other than those falling within Classes \u00a3\u00a3A\u201d, \u00a3\u2018B\u201d and \u00a3\u00a3C\u201d shall be known as securities in Class \u00a3\u00a3D\u201d.\nAs to the evidence bearing upon the question, it appears that appellee, while testifying, was asked the question: \u201cWho was Hope Motor Company; was it an individual or a corporation!\u201d Answer: \u201cIt was incorporated in Illinois.\u201d Also the further question: \u201cGenerally, what was their line of business; what were they incorporated for!\u201d To which answer was made: \u201cTo sell automobiles.\u201d No objection was made to these questions; neither was there objection to the answers, nor motion to strike. The proof further showed that the place of business was in Granite City.\nThis testimony, by a stockholder of the concern, who, because of his interest in same, must be considered as having some knowledge of its character and the nature of the business for which it was chartered, standing-alone and undisputed, was sufficient to establish that Hope Motor Company was an Illinois corporation, engaged in the business of selling motor cars, and was in fact an ordinary mercantile concern.\nA close and careful study of the many enumerations of securities, designated in sections 99 and 100, Cahill\u2019s St. ch. 32, \u00dc1\u00cd 257 and 258, relating to securities belonging to Classes \u201cA\u201d and \u201cB\u201d, will reveal that the common stock of the Hope Motor Company, a corporation engaged in selling* motor cars, and whose stock was sold in the usual course of business to divers persons, did not possess a single element that would warrant its being considered as securities of either Class \u201cA\u201d or Class \u201cB\u201d.\nSection 101, Cahill\u2019s St. ch. 32, \u00dc 259, provides that \u201cthose issued by a person, corporation, . . . owning a property, business or industry which has been in continuous operation not less than two years, and which has shown during- a period of not less than two years prior to the filing- of the statement herein provided for, average annual net profits,\u201d etc., shall he regarded as securities in Class \u201cC\u201d.\nHere the corporation was chartered October 1, 1928. The stock was sold October 28, 1929, and no required statement on file in the office of the secretary of state. The Hope Motor Company had not been \u201cin continuous operation not less than two years\u201d; hence, obviously, its common stock could not be a Class \u201cC\u201d security.\nIt appearing that the stock (not coining within the statutory designations of Classes \u201cA\u201d, \u201cB\u201d or \u201cC\u201d) can only be, as provided by said section 103, Cahill\u2019s St. ch. 32, H261, known as belonging to Class \u201cD\u201d; and as aptly stated in Abrams v. Love, 254 Ill. App. 428, at p. 434, \u201csince there is nothing to show that the securities belong to either Class \u2018A\u2019, \u2018B\u2019 or \u2018C\u2019, there is no other place for them to lodge, except' as Class \u2018D\u2019 securities.\u201d\nWe are of opinion that the evidence of appellee, undisputed, was sufficient to justify the inference that the securities in question were of Class \u201cD\u201d.\nIt is contended that the court erred in admitting the secretary of state\u2019s certificate of noncompliance, for the reason, among others, that the secretary of state who certified to the facts had gone out of office at the time the case was tried. The certificate appears to be in proper form, and was signed by the official who occupied the position at the date of its execution. We do not think it necessary that the certificate be attested by the officer who happened to be the incumbent at the time the instrument was offered. We think the ruling of the court was right.\nOther objections to evidence have been argued. However, in view of the record, we do not think it necessary to consider them. In our opinion there was sufficient to justify the finding that appellee had a cause of action for the $1,000 paid for the stock, and that the judgment to that extent is right.\nThere was a stipulation of record, to the effect that appellee had contracted with his attorney to pay him 50 per cent of any recovery he might have in the case. Appellant asserts that this agreement bars appellee\u2019s right to attorney\u2019s fees, and with this we are in accord.\nSaid section 132, Cahill\u2019s St. ch. 32, If 290, provides that where a purchaser of securities shall prevail in a suit, such as this, the judgment shall be \u201cfor the amount paid, the consideration given or the value thereof, together with his reasonable attorney\u2019s fees in any action brought for such recovery.\u201d\nIt seems clear to us that the attorney\u2019s fees contemplated by this section are those which the purchaser of the securities either has paid to his attorney for the service or the amount which he has become obligated to pay therefor, and does not refer to situations like the present case, where the client has not paid, nor engaged to pay, the attorney for the service rendered, but has agreed to give him therefor a portion of what he may recover, it being contingent upon his prevailing in the suit, without any personal liability of appellee. We think this portion of the judgment was wrong, and that same should be remitted.\nIf appellee will file in the office of the clerk, within 15 days, a remittitur in the sum of $250, the judgment will be affirmed in the sum of $1,000; otherwise reversed and remanded.\nAffirmed upon remittitur; otherwise reversed and remanded.",
        "type": "majority",
        "author": "Mr. Presiding Justice Edwards"
      }
    ],
    "attorneys": [
      "Harry Faulkner and Henry B. Eaton, for appellant.",
      "Wesley Lubbers, for appellee."
    ],
    "corrections": "",
    "head_matter": "August B. Spiegel, Appellee, v. John Frangoulis, Appellant.\nOpinion filed September 18, 1933.\nHarry Faulkner and Henry B. Eaton, for appellant.\nWesley Lubbers, for appellee."
  },
  "file_name": "0526-01",
  "first_page_order": 578,
  "last_page_order": 583
}