S.B. Lexington, Inc. v. Near North Insurance Agency, Inc.

614 N.E.2d 234, 244 Ill. App. 3d 1023, 185 Ill. Dec. 100, 1993 Ill. App. LEXIS 409
CourtAppellate Court of Illinois
DecidedMarch 26, 1993
Docket1—91—0712, 1—91—1147 cons.
StatusPublished
Cited by15 cases

This text of 614 N.E.2d 234 (S.B. Lexington, Inc. v. Near North Insurance Agency, Inc.) 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
S.B. Lexington, Inc. v. Near North Insurance Agency, Inc., 614 N.E.2d 234, 244 Ill. App. 3d 1023, 185 Ill. Dec. 100, 1993 Ill. App. LEXIS 409 (Ill. Ct. App. 1993).

Opinion

JUSTICE COUSINS

delivered the opinion of the court:

Plaintiff-appellant S.B. Lexington, Inc. (Lexington), appeals the trial court’s judgment rendered against it in a breach of contract action brought against defendant, Near North Insurance Agency (Near North), to recover the balance of a fee Near North agreed to pay as consideration for the referral of a potential insurance client.

On March 15, 1990, a trial judge denied both parties’ cross-motions for summary judgment but found that the alleged contract did not violate the Illinois Insurance Code (Ill. Rev. Stat. 1985, ch. 73, par. 613 et seq.). A different trial judge was assigned to preside at trial.

On January 24, 1991, the second trial judge vacated the initial trial judge’s determination and on January 28, 1991, following a trial, found that Bernstein, and not Lexington, was the finder of the Rosenow Roofing account, that a contract existed, that Ted Bernstein was not properly licensed, and as a consequence, the contract was void because it violated provisions of the Illinois Insurance Code.

The issues presented for review are (1) whether the trial court erred in finding that the agreement was in contravention of section 507.1 of the Illinois Insurance Code (Code) (Ill. Rev. Stat. 1985, ch. 73, par. 1065.54 — 1) and was thereby unenforceable, (2) whether compensation may be paid to a registered insurance firm for services where the representative who performed the services was not licensed, and (3) whether Lexington was a properly registered firm.

We reverse and remand.

Background

Lexington is an insurance brokerage company licensed by and registered with the State of Illinois. Lexington sells, among many other types of insurance, liability, property, and casualty insurance. Lexington is presently owned by Simon Bernstein. During the time relevant to these appeals, Lexington’s president, Richard Klink, was properly licensed to sell property and casualty insurance in Illinois.

Ted Bernstein (Bernstein) is Simon Bernstein’s son. He is licensed to sell life, accident, and health insurance. Bernstein has had a longstanding relationship with Lexington. From 1978 through 1980, Bernstein was a representative of Lexington. After that, he started his own firm, Tax Perks, which shared office space with Lexington. In 1984 or 1985, Bernstein started another company, Assured Enterprises, which currently shares offices with Lexington. Bernstein’s firms continue to broker business through Lexington.

Near North is a general insurance brokerage firm that deals in all types of commercial and personal insurance, and acts as broker and agent for various insurance companies on a nationwide basis. Its president is Michael Segal, who has held that position for almost two decades. Mr. Segal is an attorney and a certified public accountant.

Bernstein sold life insurance to Rosenow Roofing. Mr. Rosenow of Rosenow Roofing told Bernstein that his company was in need of property and casualty insurance because its coverage was going to expire. Rosenow asked Bernstein to assist him in finding replacement property and casualty insurance. Thereafter, Bernstein called a business associate who suggested that he call Nick Melas of Near North.

Bernstein called Melas, told him that he was trying to assist his client, and explained Rosenow Roofing’s situation. Melas told Bernstein that he could assist Rosenow Roofing. Bernstein gathered some data and arranged a meeting between the parties. Before meeting, Bernstein gave Tom Magner of Near North some information about the Rosenow Roofing account. Melas was unavailable.

The initial meeting was attended by Bernstein, Magner, two Rosenows, Rosenows’ attorney, and possibly Rosenows’ certified public accountant and/or comptroller. At this meeting, Bernstein made introductions, stated the meeting’s purpose, and left before its conclusion.

Magner scheduled and attended additional meetings with Rosenow Roofing personnel in which Bernstein did not participate. Magner made a proposal to Rosenow Roofing regarding property and casualty insurance coverage which Rosenow Roofing accepted.

Rosenow Roofing maintained coverage under policies brokered by Near North for one year during which Rosenow Roofing paid $815,895 in premiums. Near North earned $92,770.80 in commissions.

In trying to ascertain the amount of compensation that Lexington was to receive, Magner arranged a meeting between Segal and Bernstein. The meeting occurred in October 1985 at Near North’s office.

During this meeting, Bernstein testified that Segal told him that Near North would pay Lexington a fee equal to 45% of the first year’s commissions on the Rosenow Roofing account. Bernstein agreed and told Segal that Lexington would send a letter confirming their agreement.

Shortly thereafter, Bernstein notified Lexington’s president, Richard Klink, that, on Lexington’s behalf, he had accepted as compensation 45% of the first year’s commission. Klink confirmed the agreement by sending a letter to Segal dated October 7,1985:

“Dear Mr. Segal:
Enclosed is [sic] copy of registration of S.B. Lexington, Inc. as an insurance firm.
One of our representatives, Mr. Ted S. Bernstein, has placed a case (Hans Rosenow Roofing Company) with your firm.
The commissions on this case (45% to 50% of the total) should be paid to S.B. Lexington, Inc. as well as all commissions on cases placed with your firm in the future by Mr. Bernstein ***.”

According to Magner, Segal met with Magner and discussed the terms of Lexington’s fees and instructed him to write a confirmation letter.

In early November, 1985, Magner drafted a letter to Bernstein:

“Dear Ted:
I am writing this letter to confirm our various conversations regarding commissions payable to your firm.
Mr. Michael Segal had indicated to you that you would be receiving 50% of the gross commissions developed on the Hans Rosenow Roofing Company account. Actually, the percentage was something less than 50% (45%) since Michael was setting aside a share for me. You had accepted this, so from a practical standpoint, 45% of the gross commissions on the Hans Rosenow Roofing account will be paid to your firm***.”

The draft further provided that, because Rosenow Roofing paid its premiums in installments, Lexington would receive its fee in installments. The draft letter instructed Bernstein to contact the head of Near North’s accounting department to make payment arrangements.

Magner testified that the draft was approved by Near North’s executive vice-president after he made minor changes. This letter was sent to Bernstein.

Near North failed to pay Lexington.

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Bluebook (online)
614 N.E.2d 234, 244 Ill. App. 3d 1023, 185 Ill. Dec. 100, 1993 Ill. App. LEXIS 409, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sb-lexington-inc-v-near-north-insurance-agency-inc-illappct-1993.