2416 Corp. v. Board of Trustees of University of Illinois

568 N.E.2d 276, 209 Ill. App. 3d 504, 154 Ill. Dec. 276, 1991 Ill. App. LEXIS 129
CourtAppellate Court of Illinois
DecidedJanuary 31, 1991
Docket1-89-3535
StatusPublished
Cited by4 cases

This text of 568 N.E.2d 276 (2416 Corp. v. Board of Trustees of University of Illinois) is published on Counsel Stack Legal Research, covering Appellate Court of Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
2416 Corp. v. Board of Trustees of University of Illinois, 568 N.E.2d 276, 209 Ill. App. 3d 504, 154 Ill. Dec. 276, 1991 Ill. App. LEXIS 129 (Ill. Ct. App. 1991).

Opinion

JUSTICE LINN

delivered the opinion of the court:

Plaintiff, The 2416 Corporation, filed this lawsuit as a class action against the board of trustees of the University of Illinois (Trustees). As a holder of certain municipal revenue bonds issued by the Trustees, plaintiff seeks to compel the Trustees to purchase the bonds from plaintiff’s class, on the same terms as the Trustees purchased similar bonds from the Department of Education (DOE). In essence, plaintiff contends that the Trustees gave an improper preference or priority to DOE, in violation of the obligations embodied in the bond instruments.

The trial court entered summary judgment in favor of the Trustees, rejecting plaintiff’s construction of the terms of the bonds and finding that the university had not violated any contractual obligations. The court ruled that the Trustees’ redemption of certain series of bonds within the optional redemption period, for less than the face value of the bonds, did not constitute a preference or priority and neither harmed nor affected holders of other series of bonds.

On appeal, plaintiff’s main arguments are that (1) the university was not authorized by law to take any action that would cause the defeasance of plaintiff’s bonds and (2) the Trustees’ purchase of the DOE bonds was a prohibited preference or priority granted to one bondholder over plaintiff’s class of bondholders. Plaintiff also challenges the classification of the transaction between the university and DOE as a redemption, asserting that the requirements for a redemption were not satisfied.

We affirm.

Background

The University of Illinois (University) is authorized by State law to borrow money and issue and sell bonds for the purpose of acquiring, constructing, or improving its facilities and to refund or refinance its bonds. (Ill. Rev. Stat. 1987, ch. 144, par. 48.IE) The University of lilinois Revenue Bond Financing Act for Auxiliary Facilities (Bond Act) (Ill. Rev. Stat. 1987, ch. 144, par. 48.1 et seq.) also allows the University to refund and refinance any outstanding bonds by issuing “refunding” bonds that are secured by and payable from the same source as the bonds being refunded. Ill. Rev. Stat. 1987, ch. 144, par. 48.5.

The bonds in issue are revenue bonds, which are payable from a specific source of revenue, rather than bonds of indebtedness. The latter type of bonds are issued by States and governmental units, and are payable from and secured by a pledge of the issuer’s taxing power. Generally, revenue bonds are payable from the income of the projects that are built using the proceeds of the bond issues.

THE 1963 BOND ISSUE

In 1963, pursuant to resolution, the University issued $6.8 million of tax-exempt Congress Circle Union Bonds, Series A (1963 Bonds), pursuant to a resolution. The proceeds of these bonds, together with the proceeds of $4 million in Congress Circle Union Bonds, Series B, were used to construct a union building and parking facilities for the Congress Circle Campus in Chicago. Payment of all bonds issued pursuant to the 1963 resolution was secured by revenues to be derived from (1) the operation of the completed facilities; (2) the operation of any other revenue-producing facilities for which additional bonds might be issued subsequently; and (3) certain student service charges.

The 1963 Bonds were serial bonds, which means that the aggregate principal amount of $6.8 million was divided up in such a way that portions of the principal were scheduled to mature over the course of several years (in this case, from 1969 through 1993). These bonds also carried an obligation on the part of the University to refrain from redeeming the bonds before April 1, 1971, thereby ensuring that the bondholders would receive the (then) high rate of interest for a minimum of almost eight years. This feature is known as “call protection” and is considered to be beneficial to the holder of the bond.

In return for the University’s granting call protection for the fixed period, the bond contract allowed the University to redeem some or all of the 1963 Bonds after that fixed time. This is also a common provision, known as “optional redemption” or “optional call,” which allows the issuer to redeem bonds before they mature. In the pending case, under the 1963 resolution, the University could redeem the 1963 Bonds from surplus monies in the Congress Circle Bond Fund beginning on April 1, 1971. The University could also exercise its optional redemption using general revenues, subject to some limitations, beginning on April 1,1973.

If the University decided to redeem any of the 1963 Bonds prior to maturity, its bond contract required it to pay the holders of the bonds to be redeemed a premium amount, in excess of the face value of the bonds.

THE 1965 BONDS

The University issued $9.5 million of tax-exempt Housing Revenue Bonds of 1965, Series A (1965 Bonds) to construct dormitories and staff housing. The 1965 Bonds were issued pursuant to a resolution that supplemented and amended a 1958 housing revenue bond resolution. For the 1965 Bonds, maturity dates range from 1967 through 2001.

These bonds were secured by revenues to be derived from (1) the operation of the dormitory and staff housing facilities that were completed from the 1965 Bond proceeds and all other bonds issued pursuant to the housing bond resolution; (2) a defined portion of student tuitions; and (3) certain existing revenue-producing buildings of the University, after payment of other indebtedness.

The 1963 Bonds and the 1965 Bonds were payable from and had liens on separate sources of revenues. Plaintiff owns one each of such bonds. Plaintiff’s 1963 Bond, series A, has a $5,000 face value and bears interest at the rate of 3.5%. It matures on October 1, 1991. The 1965 Bond, series A, has a $10,000 face value and bears interest at the rate of 3.7%, maturing on October 1, 2000.

THE REFUNDING BONDS (1978 SERIES A THROUGH M BONDS)

In 1978, for financial reasons, the University decided to combine several of its separate, revenue-producing enterprises into one, unified system. At that time, the 1963 and 1965 Bonds, as well as others, were each payable from different sources of revenue. Pursuant to a 1978 resolution, the University issued almost $64 million in “Auxiliary Facilities System Revenue Bonds Series A through M,” which combined the separate revenue systems.

At the time, the United States Department of Housing and Urban Development owned 12 separate series of bonds issued by the University, with an aggregate face value of $20,074,000. Pursuant to the 1978 resolution, the University issued series A through L bonds to replace HUD’s outstanding bonds from the prior, separate series. The series A through L bonds were issued as “refunding bonds” and bore the same aggregate face value as did the original bonds, which were being exchanged for the 1978 series. As refunding bonds are issued to refinance an outstanding issue, they do not create a new obligation but are considered to be an extension of the obligation of the original bonds. These “exchange refunded” bonds were returned to the University to be can-celled and destroyed.

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Bluebook (online)
568 N.E.2d 276, 209 Ill. App. 3d 504, 154 Ill. Dec. 276, 1991 Ill. App. LEXIS 129, Counsel Stack Legal Research, https://law.counselstack.com/opinion/2416-corp-v-board-of-trustees-of-university-of-illinois-illappct-1991.