Jones Lang Lasalle Americas, Inc. v. Martin

CourtDistrict Court, N.D. Illinois
DecidedJanuary 26, 2024
Docket1:20-cv-03540
StatusUnknown

This text of Jones Lang Lasalle Americas, Inc. v. Martin (Jones Lang Lasalle Americas, Inc. v. Martin) is published on Counsel Stack Legal Research, covering District Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Jones Lang Lasalle Americas, Inc. v. Martin, (N.D. Ill. 2024).

Opinion

NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

JONES LANG LASALLE AMERICAS, ) INC., ) ) Plaintiff, ) ) v. ) No. 20 C 3540 ) DAVID MARTIN, ) Judge Rebecca R. Pallmeyer ) Defendant. )

MEMORANDUM OPINION AND ORDER Plaintiff Jones Lang LaSalle Americas, Inc. (“JLL”) hired Defendant David Martin as a real estate broker in 2018. Martin’s compensation package included $1,375,000 in loans that Martin was excused from repaying so long as he remained on the job and did not resign before December 31, 2024 without “Good Reason.” Several months later, after JLL acquired another firm and adopted a new plan for distributing brokers’ commissions (one Martin believed would be disadvantageous to him), Martin quit. JLL sued him to recover the unpaid balance on Martin’s loan, arguing that his justifications for leaving did not amount to “Good Reason.” This court agreed and granted summary judgment in favor of JLL and against Martin. (Mem. Op. & Ord. [158].) Left unresolved is how much, exactly, Martin owes JLL. JLL filed a motion for judgment [168], and the parties have competing calculations of Martin’s outstanding balance. As discussed below, the court grants JLL’s motion, and determines that the current balance of Martin’s loan, plus accrued interest and taxes, amounts to $1,894,491.34 as of the date of this order’s filing. BACKGROUND As the history of this case is familiar to the parties and largely irrelevant to resolution to the pending motion, the court reviews it only briefly. I. Factual Overview In 2018, JLL, a real-estate services firm, recruited Martin, a licensed commercial real estate broker, to join its office in Denver. (Mem. Op. and Ord. at 2.) As an incentive for joining promissory note. A. First Promissory Note The first of these, executed in March of 2018 and dated April 1, 2018, was in the amount of $1,000,000 for a loan of that sum from JLL to Martin. (Apr. 1, 2018 Promissory Note, Ex. 2 to Pl.’s Mot. for Entry of Judgment (hereinafter “First Note”) [168-2] at 2.) By its terms, JLL would forgive the loan in increments over six years, reducing Martin’s debt by certain percentages per dollar of revenue he earned on commissions. (Id.) Until 2022, the loan would be forgiven at 8% per dollar of Martin’s commission revenue; for 2023, at 10% per revenue dollar; and for 2024, at 20% per revenue dollar. (Id.) The promissory note stated that “[f]orgiveness will be calculated once per calendar year, no later than March 1 of the following year, and/or, in the event of an

earlier termination of the Agreement, on the termination date.” (Id.) The loan also accrued interest. In this regard, the promissory note stated: Holder agrees to make a cash payment to Maker in the gross amount of One Million Dollars ($1,000,000) (the “Principal”). Interest shall accrue annually on the balance of the Debt from the date Holder makes the payment to Maker at the IRS required minimum rate for employee loans (2.57% for March 2018).1 Interest will be calculated annually and added to the unpaid Principal then outstanding (the “Debt”). (Id.) As for repayment, the Note stated that “[i]f the loan is not forgiven by December 31, 2024, or if Maker resigns without Good Reason . . . before the loan is forgiven in its entirety, the Debt will become due immediately and payable within thirty (30) days after the Due Date.” (Id.) In the event of failure to pay by that Due Date, the Promissory Note contained a Default provision stating that “any outstanding portion of the Debt shall bear interest at the rate of ten percent (10%) per annum.” (Id. at 3.) The Note also contained a choice-of-law clause dictating that its provisions were governed by Illinois law. (Id.)

1 Each month, the IRS sets minimum interest rates for private loans between employers and employees; the parties are required to use these rates to avoid certain tax Lang LaSalle Americas, Inc.’s Proposed Form of Judgment (hereinafter “Martin Resp.”) [171] at 2.) That month, the IRS required minimum interest rate was 2.69%. (Id.; see also Rev. Rul. 2018-12, Ex. 5 to Pl.’s Mot. for Entry of Judgment [168-5] at 2.) B. Second (Amended) Promissory Note On October 31, 2018, when one of Martin’s fellow brokers resigned from JLL, JLL agreed to extend a further forgivable loan to Martin in the amount of $375,000. The parties executed an Amended Promissory note2 memorializing this, as follows: Maker acknowledges that as part of the consideration for Holder to enter into an Employment Agreement with Maker dated April 16, 2018 . . . Holder agreed to make a cash loan to Maker in the amount of $1,000,000 subject to the conditions of a promissory note . . . which has a current balance of $982,498. . . . Holder agrees to make a loan to Maker in the gross amount of One Million Three Hundred Seventy-Five Thousand Dollars . . . $1,000,000 of which was paid to Maker in accordance with the terms of the Original Note and $375,000 of which will be paid to Maker pursuant to this Amended Note. Interest shall accrue annually on the balance of the Debt from the date Holder makes the payment to Maker at the IRS required minimum rate for employee loans (2.83% for October 2018). Interest will be calculated annually and added to the unpaid Principal then outstanding . . . . (Amended Note at 2.) The Amended Note contained the same additional provisions concerning loan forgiveness and choice-of-law. (See id. at 2–3.) JLL advanced the funds for this $375,000 loan to Martin on December 28, 2018. (Martin Resp. at 3.) The IRS required minimum rate was 3.07% at that time. (Id.; see also Rev. Rul. 2018-30 Tbl. 1, Ex. 7 to Pl.’s Mot. for Entry of Judgment [168-5] at 2.) C. Martin’s Earnings and Departure Between April 2018—when Martin began working for JLL—and December 31, 2018, Martin earned $218,775.00 in revenue, which translated into $17,502 (8% of that revenue) in debt forgiveness. (Martin Resp. at 3.) According to what appear to be payment records attached as

2 The document is dated October 31, 2018, and Martin signed it on that day. Paul Washington, JLL’s Market Director, signed the Amended Promissory Note on November 12, 2018. (See Amended Promissory Note, Ex. 3 to Pl.’s Mot. for Entry of Judgment (hereinafter $316.02 of what JLL called “Forgiven interest”). (Ex. 10 to JLL Mot. at 2.) In 2019, Martin earned $1,019,817.84 in revenue, making $81,585.43 forgivable for that year (Martin Resp. at 5); JLL forgave him $92,547.33 on January 3, 2020, forgiving him $88,572.00 (instead of $81,585.43) and adding $3,975.33 in forgiven interest.3 (Ex. 12 to JLL Mot. at 2.) In the first months of 2020, Martin earned $188,439.56 of revenue, making $15,075.16 forgivable for that year (Martin Resp. at 7–8); JLL forgave him $15,813.99 on February 28, 2020, or $15,075.16 plus $738.83 in forgiven interest. (Ex. 14 to JLL Mot. at 2.) Then, on February 29, 2020 (as explained more fully in the court’s summary judgment ruling [158]), Martin resigned from JLL. (Martin Resp. at 6.)

II. Procedural History In cross-motions for summary judgment, the parties litigated the question of whether Martin had “Good Reason” for his resignation, justifying his demand for forgiveness of JLL’s loan. (See Def.’s Am. Mot. for Partial Summ. J. and Incorporated Mem. of Law [127]; Pl. Jones Lang LaSalle Americas, Inc.’s Renewed Mot. for Summ. J. [130].) On July 21, 2023, the court ruled in favor of JLL on that issue and directed counsel to submit an agreed form of judgment in amount certain. (Mem. Op. and Ord. at 32; Minute Entry [157].) When the parties failed to reach agreement on “the form of judgment or the amount Martin owes to JLL,” the court directed JLL to submit a proposed form of judgment limited to amounts Martin owed under the loan—excluding any cost of collecting on the note or for attorney fees—and directed Martin to respond. (Mot. for Entry of J. [162] at 1; Minute Entry [165].)4

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Bluebook (online)
Jones Lang Lasalle Americas, Inc. v. Martin, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jones-lang-lasalle-americas-inc-v-martin-ilnd-2024.