Leicht v. Quirin

558 N.E.2d 715, 200 Ill. App. 3d 1057, 146 Ill. Dec. 752, 1990 Ill. App. LEXIS 1150
CourtAppellate Court of Illinois
DecidedJuly 30, 1990
DocketNo. 5—88—0552
StatusPublished
Cited by2 cases

This text of 558 N.E.2d 715 (Leicht v. Quirin) 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
Leicht v. Quirin, 558 N.E.2d 715, 200 Ill. App. 3d 1057, 146 Ill. Dec. 752, 1990 Ill. App. LEXIS 1150 (Ill. Ct. App. 1990).

Opinion

JUSTICE HARRISON

delivered the opinion of the court:

This is an appeal from a judgment of the circuit court of St. Clair County which held, inter alia, that respondent, James L. Quirin, was the “beneficial owner” of the stock of Trans Truck, Inc. For the reasons which follow, we reverse and remand.

The facts pertinent to this case were addressed briefly in the order issued by this court on February 8, 1990, directing petitioner to show cause why this appeal should not be dismissed for lack of jurisdiction. We subsequently discharged that show cause order, and the appeal is now before us for a decision on the merits. In order to analyze the substantive issues raised by this appeal, we shall now set forth the facts of the case in some detail.

The litigation which gave rise to this appeal commenced when Sharon Lee Leicht, as executor of the estate of Walter E. Leicht, deceased, brought a citation proceeding in the circuit court of St. Clair County pursuant to section 16 — 1 of the Probate Act of 1975 (Ill. Rev. Stat. 1985, ch. llCP/z, par. 16 — 1). The proceeding was initiated in an effort to establish that the stock of a company known as Trans Truck, Inc., belonged entirely to Walter Leicht’s estate and not to respondent, James Quirin.

A bench trial was held in the case at which evidence was adduced which established that Trans Truck, Inc., was incorporated in the State of Illinois on June 27, 1978. The company’s articles of incorporation indicated that it was organized “[f]or general trucking, hauling, and construction.” The articles authorized the issuance of 1,000 shares of common stock. Although there were no actual share certificates, there is no dispute that 100% of that stock was held in the name of the decedent, Walter Leicht. The Federal income tax returns filed by Trans Truck up through the time of the decedent’s death consistently showed that the decedent owned 100% of the corporation’s stock. Decedent was also listed as owning 100% of the Trans Truck stock in the “Motor Carrier Annual Reports” filed by the corporation with the Illinois Commerce Commission for the two years preceding his death.

The decedent and his father owned a “certificate of public convenience and necessity as a common carrier of property” issued by the Illinois Commerce Commission. On July 18, 1978, the. decedent and his father applied to the Illinois Commerce Commission to transfer that certificate to Trans Truck. The application specified that Trans Truck, the transferee, was “wholly owned by the Transferor or members of his immediate family,” and the only stockholder listed was decedent, who was represented as owning 100% of the stock. The application for transfer was granted by the Illinois Commerce Commission shortly thereafter.

In the meantime, the decedent and respondent entered into an option agreement on September 7, 1978, under which the respondent was given the right to purchase all of the stock in Trans Truck from the decedent for $4,000. The agreement specified that this right had to be exercised within two years. In addition, a nonrefundable $2,000 payment was required upon execution of the agreement, which would be applied to the $4,000 purchase price in the event the option was exercised. Respondent made this initial $2,000 payment to the decedent. By the time the agreement expired, however, the decedent had not received the remaining $2,000. After expiration of the agreement the decedent did receive a check for $600 drawn on a Trans Truck account, but there is no dispute that the remaining balance due under the option agreement was never paid.

When the option agreement was executed, a second agreement was entered into between respondent and the decedent. The second agreement recited that the decedent owned all of the shares of Trans Truck stock and specified that the decedent was the president of the corporation, that the decedent’s father was its secretary, and that respondent would be elected its vice-president and treasurer. The agreement indicated that respondent would be hired as general manager and operations officer of the company for a salary of $1,000 per month, plus a bonus equal to 90% of the corporation’s profit after taxes. The agreement had a two-year term, which coincided with the duration of the option agreement.

This second agreement, which has been referred to as the “employment agreement,” also provided that

“in no way is [the decedent] personally responsible for any of the obligations assumed by the corporation in the employment of James Quirin, nor shall he be personally responsible for any of the corporation debts created as a result of the operation under the management and supervision of James Quirin.”

At the same time, the agreement further provided that

“the control of the corporation shall remain in [the decedent] until such time as James Quirin shall have exercised his option to purchase the stock pursuant to a separate agreement which may have been entered into between the parties.”

The purpose of these agreements between the decedent and respondent was to provide a means by which the decedent could transfer his certificate of necessity and convenience to respondent. After the agreements were executed, the decedent did not exercise and evidently did not want to exercise any control over the corporation. The corporation was run exclusively by respondent. The only day-to-day involvement the decedent had with the company was that the company paid him to drive a truck. Moreover, respondent testified that he “provided all the start-up money for this corporation to get it going.” How much this was was never established. We do know, however, that with the exception of the certificate of public convenience and necessity, whatever contributions were made to the assets of the corporation to enable it to begin business were made by respondent and not by the decedent.

The option agreement provided that it was “subject to the approval of the Illinois Commerce Commission if the same is deemed to be necessary.” On August 17, 1982, respondent applied to the Illinois Commerce Commission for approval of acquisition of control of the company by stock purchase, but that application was denied. As we have previously discussed, respondent never paid the decedent the balance due him under the option agreement, the option was not exercised, and the stock remained in the decedent’s name until his death.

Based upon this evidence, the circuit court concluded that although Quirin had had an option to purchase the stock from the decedent, he had not satisfied the conditions of the option and that “the stock therefore remain[ed] vested in [the decedent] at the time of his death.” The question of what, if any, further relief should be granted was reserved pending further proceedings.

Thereafter, both Quirin, the respondent, and Sharon Leicht, as executor of the decedent’s estate, filed what they denominated as post-trial motions. Sharon Leicht also filed a motion for reconsideration. These motions were argued before a new trial judge, Earle McCaskill, after the original judge in the case, Joseph Cunningham, was assigned to fill a vacancy on our supreme court.

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Bluebook (online)
558 N.E.2d 715, 200 Ill. App. 3d 1057, 146 Ill. Dec. 752, 1990 Ill. App. LEXIS 1150, Counsel Stack Legal Research, https://law.counselstack.com/opinion/leicht-v-quirin-illappct-1990.