State Building Venture v. O'Donnell

940 N.E.2d 1122, 239 Ill. 2d 151, 346 Ill. Dec. 518, 2010 Ill. LEXIS 1554
CourtIllinois Supreme Court
DecidedNovember 18, 2010
Docket108673
StatusPublished
Cited by64 cases

This text of 940 N.E.2d 1122 (State Building Venture v. O'Donnell) is published on Counsel Stack Legal Research, covering Illinois Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
State Building Venture v. O'Donnell, 940 N.E.2d 1122, 239 Ill. 2d 151, 346 Ill. Dec. 518, 2010 Ill. LEXIS 1554 (Ill. 2010).

Opinion

CHIEF JUSTICE KILBRIDE

delivered the judgment of the court, with opinion.

Justices Freeman, Thomas, Garman, Karmeier, Burke, and Theis concurred in the judgment and opinion.

OPINION

State Building Venture (SBV) entered into a lease with the Illinois Department of Central Management Services (CMS) for space in the James R Thompson Building (Thompson Center) in Chicago. The lease provided for an initial 15-year term, subject to nine 5-year renewals. The issue in this appeal is whether SBV’s claim for declaratory judgment is barred by collateral estoppel, by sovereign immunity or, whether the enabling statute requires the Director to determine whether the lease is in the best interests of the state at the time of each renewal.

This is the second case filed by SBV seeking a declaration of its rights under the lease. The circuit court of Cook County denied CMS’s motion to dismiss count III of the complaint and entered judgment for SBV on the pleadings. The appellate court affirmed. 391 Ill. App. 3d 554. This court granted CMS’s petition for leave to appeal. 210 Ill. 2d R. 315. We reverse and remand with instructions.

I. BACKGROUND

The enabling statute for leasing commercial space in the Thompson Center provides, in relevant part:

“Portions or all of the commercial space, which includes the sub-basement, storage mezzanine, concourse, and ground and second floors of the James R Thompson Center *** may be leased *** for terms not to exceed 15 years subject to renewals when in the judgment of the Director those leases or subleases will be in the best interests of the State.” 20 ILCS 405/405 — 315(a)(s) (West 2006).

In 1983, the parties entered into a lease for space in the Thompson Center. The lease provides, in pertinent part:

“The initial term of this lease shall be 15 years.
Tenant shall have the option to renew this lease beyond the initial term, on all of the same terms and conditions as are contained in this lease for one renewal period of five years ***, and Tenant shall have the further option to renew this lease beyond such renewal period, on all the same terms and conditions as are contained in this lease, for eight additional renewal periods of five years each.”

In 2006, SBV filed suit against CMS. That lawsuit sought a declaratory judgment concerning SBV’s rights under the lease. CMS moved to dismiss SBV’s complaint as barred by sovereign immunity and because the case was moot. The circuit court dismissed the complaint with prejudice, explaining:

“The complaint that we have presented here seeks declaratory judgment asking the Court to determine the rights and obligations under the lease agreement. I find that there is not an actual controversy for the Court to decide *** the underlying facts and issues for the declaratory judgment was terminated without penalty to the parties rendering the issue moot. *** There is no current need for the resolution of a controversy. Therefore, the ultimate declaratory judgment by [SBV] will be an advisory opinion. Contrary to the allegation that [SBV] has unfettered discretion to terminate the lease, there is language that addresses that in the lease and the enabling legislation. For that issue, if it arises later, I would suggest to the parties that the proper avenue will be the Court of Claims pursuant to 705 ILCS 505/8 of the Court of Claims jurisdiction. So I’m going to grant the [section 2 — 619] motion to dismiss.”

SBV did not appeal the circuit court’s dismissal of its complaint.

In 2007, SBV filed the lawsuit that is the subject of this appeal. Two of the counts alleged promissory estoppel and equitable estoppel, and those counts are not at issue here. Only count III of the complaint is at issue. Count III sought a declaratory judgment, alleging:

“58. Based on CMS’s new interpretation of the Enabling Statute, CMS claims that it was not authorized to enter into the Lease with SBV that allows for nine automatic renewal periods.
59. CMS’s new interpretation of the enabling Statute is pretextual and does violence to the plain meaning of the statute, to the terms of the Lease, and to the long-settled interpretation of the parties to the Lease that recognized that the Tenant has the sole, unfettered right to determine whether to terminate the Lease at the end of each such renewal period (other than at the end of the seventh and eighth extensions).
60. *** SBV has been and continues to be damaged by CMS’s new interpretation of the Enabling Statute.
WHEREFORE, SBV asks that the Court enter a declaratory judgment finding that the Enabling Statute authorized the State to enter into the Lease with SBV that the Lease is binding according to its terms, including options to renew for successive terms to 2044, and that the Court award SBV its costs, expenses and attorneys fees, and provide such other and further relief as justice requires.”

CMS filed a motion to dismiss the complaint pursuant to sections 2 — 619(a)(1) and (a)(4) of the Code of Civil Procedure (Code) (735 ILCS 5/2 — 619(a)(1), (a)(4) (West 2006)). CMS argued that SBV’s complaint was barred by sovereign immunity, was unripe, and was precluded by dismissal of the first lawsuit. The circuit court found that the first suit was dismissed solely because it was moot and that the judge’s suggestion that the matter belonged in the Court of Claims did not preclude SBV from bringing suit again in the circuit court. The court granted CMS’s motion in part, dismissing the promissory estoppel and equitable estoppel counts, but denying the motion on count III, the declaratory judgment action.

Subsequently, the parties filed cross-motions for judgment on the pleadings pursuant to section 2 — 615 of the Code (735 ILCS 5/2 — 615 (West 2006)). The circuit court granted SBV’s motion and denied CMS’s motion. The court interpreted the statute as providing that the five-year renewals occurred automatically at SBV’s sole discretion.

CMS appealed, and the appellate court affirmed. The appellate court held that the “officer suit exception” to sovereign immunity applied because the complaint “sought an interpretation of [section 405 — 315(a)] that authorized CMS to enter into the lease and sought to enjoin the Director from acting in derogation of her authority in the future contrary to the provision in the statute.” 391 Ill. App. 3d at 558. The appellate court also held that the suit was ripe and not precluded by dismissal of SBV’s first suit because the issues were not identical, the first case was dismissed as moot, and the merits of the issue of interpretation of the enabling statute was not reached. 391 Ill. App. 3d at 560-61.

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Bluebook (online)
940 N.E.2d 1122, 239 Ill. 2d 151, 346 Ill. Dec. 518, 2010 Ill. LEXIS 1554, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-building-venture-v-odonnell-ill-2010.