APPEAL from the Circuit Court of Cook County; the Hon. WALTER
P. DAHL, Judge, presiding.
MR. JUSTICE ADESKO DELIVERED THE OPINION OF THE COURT:
Plaintiffs Sam Yonan and Nancy Yonan (hereinafter the Yonans) brought an action for specific performance, or in the alternative for general relief including money damages because of defendant Oak Park Federal Savings and Loan Association's alleged breach of contract to trade parcels of real estate. The trial judge found that defendant Oak Park Federal authorized its agent to sign a letter of agreement but concluded there never was a meeting of the minds between the parties. The trial judge also found the actions and statements of defendant, Oak Park Federal, reasonably led the Yonans to believe a meeting of the minds would be reached and therefore awarded the Yonans money damages for expenses they incurred in reliance on defendant Oak Park Federal's agreement to negotiate in good faith. The Yonans appeal the findings of the trial judge, contending as follows:
(1) The letter of May 8, 1963, is a contract;
(2) The court should specifically enforce the entire contract including Oak Park Federal's obligation to construct a building; and
(3) The court may specifically enforce the contract in whole or in part or award the plaintiffs damages.
We need set out the following facts:
Prior to 1962, Oak Park Federal Savings and Loan Association (Oak Park Federal) decided to acquire certain parcels of land as a site to relocate its principal offices. In June 1962, Oak Park Federal's Board of Directors appointed John T. Pain to act as its agent to acquire the desired land. It told Pain not to disclose the agency but merely to represent he was acting as agent for an undisclosed principal.
Pain acquired many parcels in the relocation area. In all instances he notified Oak Park Federal of the terms and conditions of the sale; closed the deals; and thereafter Oak Park Federal "formally" ratified the contracts.
The Yonans owned two pieces of property in the relocation area. One property was improved with a two-story building suitable for the operation of the Yonan's carpet business. The other was a vacant lot. Late in 1962, Pain met with the Yonans many times and attempted to purchase the properties but the Yonans refused. In May, 1963, Pain obtained a letter dated May 8, 1963, from the Yonans which was drafted by Pain or Pain's attorney and read as follows:
My wife and I have agreed to exchange our properties located at 7053 W. North Avenue and 7047 W. North Avenue 7053 W. North Avenue being improved with a two-story store building containing 4,500 square feet, and 7047 W. North Avenue being vacant, in exchange for the northeast corner of Nordica Avenue and North Avenue which shall be improved with a 6,000 square foot store building, the specifications for same being approximately as shown in the attached memorandum. The undersigned will be permitted to remain in his present business location, rent free, until new location is constructed and ready for occupancy.
We understand that the final plans and specifications will have to be approved by us.
We also want it understood that time is of the essence, and the purchase of the property and the building thereon will be completed as expeditiously as possible.
It is also our understanding that you are acting for an undisclosed purchaser, and no brokerage commission is to be paid by us to you ...