Blackhawk Hotel Associates v. Kaufman

400 N.E.2d 12, 80 Ill. App. 3d 462, 35 Ill. Dec. 875, 1979 Ill. App. LEXIS 3859
CourtAppellate Court of Illinois
DecidedDecember 26, 1979
Docket79-16
StatusPublished
Cited by8 cases

This text of 400 N.E.2d 12 (Blackhawk Hotel Associates v. Kaufman) 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
Blackhawk Hotel Associates v. Kaufman, 400 N.E.2d 12, 80 Ill. App. 3d 462, 35 Ill. Dec. 875, 1979 Ill. App. LEXIS 3859 (Ill. Ct. App. 1979).

Opinion

Mr. JUSTICE DOWNING

delivered the opinion of the court:

Plaintiff, Blackhawk Hotel Associates, Ltd. (Blackhawk), brought this contract action to enforce a written guaranty which provided that upon a lessee’s failure to make rent payments as they became due under a lease, defendant, Gerald S. Kaufman (Kaufman), would pay the rental. Kaufman raised the affirmative defense of release pursuant to the terms of the guaranty and the trial court granted his cross motion for summary judgment.

On appeal Blackhawk asks this court to consider whether the words “any sale,” as used in a guaranty release provision, are ambiguous and therefore raise a material question of fact precluding the grant of a summary judgment.

Prior to 1976, Blackhawk owned and operated a hotel commonly known as the Blackhawk Hotel, located in Davenport, Iowa. Blackhawk’s ownership interest in the hotel was subject to a mortgage held by the Davenport Bank and Trust Company. On December 29,1975, Blackhawk agreed to lease its interest in the hotel to Knightsbridge Hotels of Iowa, Ltd. (Knightsbridge). The 30-year lease provided, inter alia, the following rental terms:

“Article IV, Section 1. Basic Rental. From and after the commencement of this Lease, Lessee shall pay to Lessor an aggregate annual basic rental ° 4 4 of the sum of

(a) [*30,000] payable in equal monthly installments commencing on February 1, 1976 and on the first day of each and every month thereafter, * * * and

(b) the annual payments of or provision for principal and interest due under:

(1) promissory notes of Lessor * * * in the amount of *825,000, and ” e ” *175,000, both secured by Deed of Trust to Davenport Bank and Trust Company ° ° ° .”

Kaufman agreed to the following provisions in a guaranty dated December 29, 1975:

“In consideration of the making of the foregoing Lease by and between [Blackhawk] (‘Lessor’) and [Knightsbridge] (‘Lessee’), the undersigned Gerald S. Kaufman, an individual resident in the State of Illinois, at the request of the Lessor, and in reliance of the Lessor on this Guaranty, hereby unconditionally guarantees payment of the Basic Rental described in Section 1 of Article IV of said Lease to the Lessor. Any assignment or assignments and successive assignments of the Lease, or any sale of the premises which are the subject of the Lease, 099 shall release the undersigned from liability as guarantor.” (Emphasis added.)

During early 1976, Knightsbridge failed to continue making its rent payments as required by the lease. Blackhawk, in turn, defaulted on mortgage payments due its mortgagee, and that bank initiated mortgage foreclosure proceedings on or about June 22,1976. In a letter dated June 26, 1976, Blackhawk’s general partner allegedly made demand upon Kaufman to perform his obligations under the guaranty. Kaufman made no payments. On August 27, 1976, the District Court of Scott County, Iowa, entered judgment for the bank and against Blackhawk in the amount of *993,093.05 plus interest and costs: That court ordered, by special execution, the Scott County sheriff to sell the hotel and all personalty associated with it in satisfaction of the judgment. On October 5, 1976, at a public judicial sale, the bank made the highest bid and, accordingly, the sheriff executed to the bank a certificate of purchase for the property. Blackhawk suffered no deficiency liability as a result of the mortgage foreclosure proceedings.

I.

A.

Blackhawk contends on appeal that it was error for the trial court to enter judgment for Kaufman because the parties disputed the effective meaning of the term “sale.” Blackhawk characterizes this dispute as raising a material issue of fact precluding entry of summary judgment. In Presto Manufacturing Co. v. Formetal Engineering Co. (1977), 46 Ill. App. 3d 7, 10, 360 N.E.2d 510, this court restated the well-established principles governing summary judgments as follows:

“A motion for summary judgment is proper where the pleadings, depositions, and admissions on file, together with any affidavits and exhibits, show that there is no genuine issue as to any material fact. [Citations.] Yet the reviewing court will reverse an order granting summary judgment if it determines that a material question of fact does exist [citation] because summary judgment is inappropriate under such circumstances [citation]. The right of the moving party must be clear and free from doubt. [Citations.] In making its determination, a court must construe the pleadings strictly against the moving party and liberally in favor of the opponent [citations]; and if the facts admit of more than one conclusion or inference, including one unfavorable to the moving party, the motion for summary judgment should be denied [citation].”

Applying these principles to the facts here, we believe the trial court properly granted summary judgment for Kaufman.

B.

It is clear, as a matter of law, that the terms “any sale” must be construed as including the event of a judicial sale. This conclusion is demanded by an application of the general principles governing contracts of guaranty. The “primary object of the construction of a contract is to give legal effect to the intention of the parties.” (Baird & Warner, Inc. v. Ruud (1976), 45 Ill. App. 3d 223, 228-29, 359 N.E.2d 745, citing Martindell v. Lake Shore National Bank (1958), 15 Ill. 2d 272, 154 N.E.2d 683.) To determine intent, a basic rule of construction requires that a court simply look to the contract as ultimately executed. “In considering the guaranty agreement the rule is that it must be strictly construed and the liability of a guarantor cannot be extended by construction.” (King Korn Stamp Co. v. Guaranty Bank & Trust Co. (1969), 114 Ill. App. 2d 428, 438, 252 N.E.2d 734.) Further, “[w]here a contract of guaranty is unequivocal in its terms it must be interpreted according to the language used, for it is presumed that the parties meant what their language clearly imports. It is not what one of the parties may have intended, but what is shown by the contract to have been the intention of both parties.” (National Acceptance Co. of America v. Exchange National Bank (1968), 101 Ill. App. 2d 396, 402, 243 N.E.2d 264; see also Jacobson v. Devon Bank (1976), 39 Ill. App. 3d 1053, 1055-56, 351 N.E.2d 254.) Thus, in the absence of an ambiguity, the plain language of the contract controls and no extrinsic evidence need be adduced. King Korn Stamp Co. v. Guaranty Bank & Trust Co.

The terms in this contract are not ambiguous.

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Bluebook (online)
400 N.E.2d 12, 80 Ill. App. 3d 462, 35 Ill. Dec. 875, 1979 Ill. App. LEXIS 3859, Counsel Stack Legal Research, https://law.counselstack.com/opinion/blackhawk-hotel-associates-v-kaufman-illappct-1979.