No. 3--07--0745
_________________________________________________________________ Filed August 8, 2008 IN THE
APPELLATE COURT OF ILLINOIS
THIRD DISTRICT
A.D., 2008
EQUITY BUSINESS BROKERS, LTD., ) Appeal from the Circuit Court d/b/a Sunbelt Business Brokers, ) of the 10th Judicial Circuit, Ltd., ) Tazewell County, Illinois, ) Plaintiff-Appellee, ) ) ) No. 05--LM--770 v. ) ) PAUL C. ADAIR, d/b/a Specialty ) Wood Work, ) Honorable ) John A. Barra, Defendant-Appellant. ) Judge, Presiding. _________________________________________________________________
JUSTICE SCHMIDT delivered the opinion of the court: _________________________________________________________________
The plaintiff, Equity Business Brokers, Ltd., d/b/a Sunbelt
Business Brokers, Ltd., sued the defendant, Paul C. Adair, d/b/a
Specialty Wood Work, to recover the remaining amount allegedly
due to the plaintiff for the sale of the defendant's business.
The defendant filed an affirmative defense and counterclaim,
alleging that the contract entered into by the parties failed to
meet the requirements of the Illinois Business Brokers Act of
1995 (Act) (815 ILCS 307/10--1 et seq. (West 2002)), and was
therefore void. Both parties filed motions for summary judgment.
After a hearing, the circuit court granted summary judgment in favor of the plaintiff. On appeal, the defendant argues that the
circuit court erred when it granted summary judgment in favor of
the plaintiff. We affirm.
On or about July 23, 2003, the plaintiff contracted with the
defendant to sell the defendant's business. The contract was one
page in length and clearly stated the agreement's key terms. The
plaintiff eventually sold the defendant's business, and, pursuant
to the contract, the plaintiff was to be paid $52,500. The
plaintiff was paid $27,500 and brought this action to recover the
remaining $25,000.
As is required in these types of transactions (815 ILCS
307/10--30 (West 2002); see also 14 Ill. Adm. Code §140.302
(2008)), a disclosure statement was given to the defendant by the
plaintiff. The statement consisted of one page. However, the
language was not in the required boldfaced type. 815 ILCS
307/10--30 (West 2002); 14 Ill. Adm. Code §140.302 (2008). The
rest of the page contained information also required by section
10--30 of the Act.
The defendant's affirmative defense and counterclaim alleged
that the contract violated the provisions of the Act (815 ILCS
307/10--1 et seq. (West 2002)). Specifically, the defendant
alleged that the cover page of the contract violated section 10--
30 of the Act (815 ILCS 307/10--30 (West 2002)) because it did
not contain certain boldfaced type and contained information not
2 authorized by section 10--30. The defendant also alleged that he
was not given time to consult an attorney before signing the
contract. On appeal, the defendant reasserts his claims,
contending that these errors constituted material violations of
the Act, thereby rendering the contract void.
Summary judgment is proper when "the pleadings, depositions,
and admissions on file, together with the affidavits, if any,
show that there is no genuine issue as to any material fact and
that the moving party is entitled to a judgment as a matter of
law." 735 ILCS 5/2--1005(c) (West 2006). We review a circuit
court's grant of summary judgment under the de novo standard.
Wilkerson v. County of Cook, 379 Ill. App. 3d 838, 884 N.E.2d 808
(2008).
Section 10--30(a) of the Act (815 ILCS 307/10--30(a) (West
2002)) requires that a business broker provide a written
disclosure document to a client. Section 10--30(b) of the Act
(815 ILCS 307/10--30(b) (West 2002)) outlines the information
required to be in the written disclosure document, including a
title and a statement that must be in at least 10-point boldface
capital letters and must be the only text appearing on the cover
sheet of the document. See also 14 Ill. Adm. Code §140.302(a)
(2008). Other information, including the details of the parties
and the contract, must appear on the second page of the document.
14 Ill. Adm. Code §140.302(b) (2008). Furthermore, section 10--
3 60 of the Act (815 ILCS 307/10--60 (West 2002)) provides that, if
a business broker commits a material violation of section 10--30,
the contract is void. However, only substantial compliance is
necessary to satisfy section 10--30's requirements. 14 Ill. Adm.
Code §140.301(b) (2008). A broker substantially complies with
section 10--30's requirements when the broker provides: (1) all
material information to the proposed client; (2) a reasonable
opportunity to review and consider the information and contract;
and (3) a reasonable opportunity for the client to consult an
attorney. 14 Ill. Adm. Code §140.301(b) (2008).
In this case, the plaintiff's disclosure document included
all of the information required by section 10--30, but combined
all of the information onto one page. Further, the title and
statement required by section 10--30(b) were not in boldfaced
type. Rather than explaining why these violations should be
considered material under section 10--60, the defendant concludes
that they are material simply because they violate section 10--
30.
The purpose of the Act is "to ensure that clients and
proposed clients of business brokers have full disclosure of the
material terms in the business broker's contract with the client,
have an opportunity to review those terms and, at the client's
request, have an attorney review the contract." 14 Ill. Adm.
Code §140.301(a) (2008). The plaintiff did in fact provide the
4 defendant with all the material terms of the contract in its
disclosure statement. The defendant does not allege any damages
caused by the disclosure statement's form or that any of the
required information was missing. We see no reason why this
contract should be voided simply because the disclosure statement
was one page, rather than two pages. Accordingly, we find that
the plaintiff's disclosure statement substantially complied with
section 10--30 and did not contain any material violations.
Lastly, the defendant argues that he was not given time to
consult an attorney before signing the contract. It is true that
a business broker is required to provide the client with a
disclosure statement at least seven days before the earlier of
either the time the client signs the contract or the time the
business broker receives consideration for the contract (14 Ill.
Adm. Code §140.300(a) (2008)). However, we note that an
affidavit submitted by an officer of the plaintiff states that
the plaintiff gave a copy of the disclosure statement prior to
the execution of the contract and that the defendant chose to
sign the contract without consulting an attorney. The defendant
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No. 3--07--0745
_________________________________________________________________ Filed August 8, 2008 IN THE
APPELLATE COURT OF ILLINOIS
THIRD DISTRICT
A.D., 2008
EQUITY BUSINESS BROKERS, LTD., ) Appeal from the Circuit Court d/b/a Sunbelt Business Brokers, ) of the 10th Judicial Circuit, Ltd., ) Tazewell County, Illinois, ) Plaintiff-Appellee, ) ) ) No. 05--LM--770 v. ) ) PAUL C. ADAIR, d/b/a Specialty ) Wood Work, ) Honorable ) John A. Barra, Defendant-Appellant. ) Judge, Presiding. _________________________________________________________________
JUSTICE SCHMIDT delivered the opinion of the court: _________________________________________________________________
The plaintiff, Equity Business Brokers, Ltd., d/b/a Sunbelt
Business Brokers, Ltd., sued the defendant, Paul C. Adair, d/b/a
Specialty Wood Work, to recover the remaining amount allegedly
due to the plaintiff for the sale of the defendant's business.
The defendant filed an affirmative defense and counterclaim,
alleging that the contract entered into by the parties failed to
meet the requirements of the Illinois Business Brokers Act of
1995 (Act) (815 ILCS 307/10--1 et seq. (West 2002)), and was
therefore void. Both parties filed motions for summary judgment.
After a hearing, the circuit court granted summary judgment in favor of the plaintiff. On appeal, the defendant argues that the
circuit court erred when it granted summary judgment in favor of
the plaintiff. We affirm.
On or about July 23, 2003, the plaintiff contracted with the
defendant to sell the defendant's business. The contract was one
page in length and clearly stated the agreement's key terms. The
plaintiff eventually sold the defendant's business, and, pursuant
to the contract, the plaintiff was to be paid $52,500. The
plaintiff was paid $27,500 and brought this action to recover the
remaining $25,000.
As is required in these types of transactions (815 ILCS
307/10--30 (West 2002); see also 14 Ill. Adm. Code §140.302
(2008)), a disclosure statement was given to the defendant by the
plaintiff. The statement consisted of one page. However, the
language was not in the required boldfaced type. 815 ILCS
307/10--30 (West 2002); 14 Ill. Adm. Code §140.302 (2008). The
rest of the page contained information also required by section
10--30 of the Act.
The defendant's affirmative defense and counterclaim alleged
that the contract violated the provisions of the Act (815 ILCS
307/10--1 et seq. (West 2002)). Specifically, the defendant
alleged that the cover page of the contract violated section 10--
30 of the Act (815 ILCS 307/10--30 (West 2002)) because it did
not contain certain boldfaced type and contained information not
2 authorized by section 10--30. The defendant also alleged that he
was not given time to consult an attorney before signing the
contract. On appeal, the defendant reasserts his claims,
contending that these errors constituted material violations of
the Act, thereby rendering the contract void.
Summary judgment is proper when "the pleadings, depositions,
and admissions on file, together with the affidavits, if any,
show that there is no genuine issue as to any material fact and
that the moving party is entitled to a judgment as a matter of
law." 735 ILCS 5/2--1005(c) (West 2006). We review a circuit
court's grant of summary judgment under the de novo standard.
Wilkerson v. County of Cook, 379 Ill. App. 3d 838, 884 N.E.2d 808
(2008).
Section 10--30(a) of the Act (815 ILCS 307/10--30(a) (West
2002)) requires that a business broker provide a written
disclosure document to a client. Section 10--30(b) of the Act
(815 ILCS 307/10--30(b) (West 2002)) outlines the information
required to be in the written disclosure document, including a
title and a statement that must be in at least 10-point boldface
capital letters and must be the only text appearing on the cover
sheet of the document. See also 14 Ill. Adm. Code §140.302(a)
(2008). Other information, including the details of the parties
and the contract, must appear on the second page of the document.
14 Ill. Adm. Code §140.302(b) (2008). Furthermore, section 10--
3 60 of the Act (815 ILCS 307/10--60 (West 2002)) provides that, if
a business broker commits a material violation of section 10--30,
the contract is void. However, only substantial compliance is
necessary to satisfy section 10--30's requirements. 14 Ill. Adm.
Code §140.301(b) (2008). A broker substantially complies with
section 10--30's requirements when the broker provides: (1) all
material information to the proposed client; (2) a reasonable
opportunity to review and consider the information and contract;
and (3) a reasonable opportunity for the client to consult an
attorney. 14 Ill. Adm. Code §140.301(b) (2008).
In this case, the plaintiff's disclosure document included
all of the information required by section 10--30, but combined
all of the information onto one page. Further, the title and
statement required by section 10--30(b) were not in boldfaced
type. Rather than explaining why these violations should be
considered material under section 10--60, the defendant concludes
that they are material simply because they violate section 10--
30.
The purpose of the Act is "to ensure that clients and
proposed clients of business brokers have full disclosure of the
material terms in the business broker's contract with the client,
have an opportunity to review those terms and, at the client's
request, have an attorney review the contract." 14 Ill. Adm.
Code §140.301(a) (2008). The plaintiff did in fact provide the
4 defendant with all the material terms of the contract in its
disclosure statement. The defendant does not allege any damages
caused by the disclosure statement's form or that any of the
required information was missing. We see no reason why this
contract should be voided simply because the disclosure statement
was one page, rather than two pages. Accordingly, we find that
the plaintiff's disclosure statement substantially complied with
section 10--30 and did not contain any material violations.
Lastly, the defendant argues that he was not given time to
consult an attorney before signing the contract. It is true that
a business broker is required to provide the client with a
disclosure statement at least seven days before the earlier of
either the time the client signs the contract or the time the
business broker receives consideration for the contract (14 Ill.
Adm. Code §140.300(a) (2008)). However, we note that an
affidavit submitted by an officer of the plaintiff states that
the plaintiff gave a copy of the disclosure statement prior to
the execution of the contract and that the defendant chose to
sign the contract without consulting an attorney. The defendant
has never attempted to refute these statements. In fact,
throughout the length of this action, the defendant has conceded
that the facts of this case are not in dispute. Defendant
responded to the plaintiff's motion for summary judgment with
only a cross-motion for summary judgment. In so doing, the
5 defendant admitted that there were no genuine issues of material
fact; the trial court was entitled to decide the case as a matter
of law based on the record. SBC Holdings, Inc. v. Travelers
Casualty & Surety Co., 374 Ill. App. 3d 1, 872 N.E.2d 10 (2007).
Moreover, the defendant's signature on the disclosure
document indicates that he knew he could have consulted an
attorney with regard to the contract. The defendant has not
alleged any fraud, duress, or coercion in the execution of this
contract. Under these circumstances, we find that the
defendant's bare allegation that he was not given time to consult
an attorney before signing the contract is without merit.
For the foregoing reasons, we hold that the circuit court
did not err when it granted summary judgment in favor of the
plaintiff.
The judgment of the circuit court of Tazewell County is
affirmed.
Affirmed.
HOLDRIDGE and WRIGHT, JJ., concur.