APPEAL from the Circuit Court of Kankakee County; the Hon.
JOHN F. MICHELA, Judge, presiding.
MR. JUSTICE ALLOY DELIVERED THE OPINION OF THE COURT:
This is an appeal from a summary judgment which found that an option to purchase land was not effectively exercised by defendant, Arnold Rosenbrock.
Plaintiffs, Martha Heldt, Velma Willie and Lorna Mussman, sisters of the defendant, Arnold Rosenbrock, filed the present suit to partition certain Kankakee County real property which had been the family farm of the parties' father, John Rosenbrock. John Rosenbrock died in 1973 and was survived by his wife, Emma, his three daughters, Martha, Lorna, and Velma, and his son, Arnold. In his will, John left an undivided half interest in the 140-acre farm to his wife, Emma, and the remainder of his estate (including bonds, stock, the remainder of the farm, and a Grant Park residence) he placed in a trust. Arnold and Martha were to act as trustees, paying the trust income to Emma during her lifetime, and, upon her death, they were to sell the property and distribute the proceeds equally among the four children.
Two options relevant to the trust portion of the estate were also set forth in the will of John Rosenbrock. He gave his daughter Martha Heldt an option to purchase the family residence in Grant Park for not more than $10,000. He also gave his son, Arnold, a tenant on the farm, an option to purchase the trust portion of the farm, being the other undivided half interest in the 140 acres, within six months of Emma Rosenbrock's death. A maximum price of $300 per acre was set forth in the will as the purchase price under the option given Arnold. A will construction suit previously filed by Arnold was dismissed by the circuit court and this court affirmed that action. (In re Estate of Rosenbrock (3d Dist. 1977), 54 Ill. App.3d 165, 369 N.E.2d 396.) The present suit, instituted by the sisters, individually and as executors of the estate of Emma Rosenbrock, centers upon Arnold's allegedly ineffective exercise of his option to purchase the trust portion of the farm. The plaintiff sisters filed a motion for summary judgment in their suit for partition, alleging the inefficacy of the exercise of the option by Arnold. The court granted judgment for the plaintiffs, finding that the purported exercise of the option was not an effective exercise of the option, but a counteroffer in that it specified additional terms not provided for under the option as set out in the will. Defendant Arnold Rosenbrock appeals from the entry of summary judgment.
The only question raised on appeal is whether the court erred in denying the efficacy of the exercise of the option and in entering summary judgment, based upon that finding, in favor of the plaintiffs.
A summary of the relevant background facts is necessary for a full understanding of the issue on review. As noted previously, John Rosenbrock died in 1973 leaving half of his 140-acre farm to his wife, Emma, and the remainder of his estate in a trust, the income to be paid to Emma during her lifetime and, upon her death, the proceeds of the sale of trust assets to the children, equally. With respect to the half interest of the 140-acre farm which was placed in trust, however, the will provided as follows:
"The authorization and direction to my trustees to sell the assets of the John Rosenbrock Trust Estate are, however, made subject to this further provision: I direct my said trustees to obtain an impartial appraisal of the said farm land as of the date of my decease, in the event that my wife shall have predeceased me, or as of the date of the death of my wife, Emma Rosenbrock, if she shall have survived me. In the event that my son, Arnold Rosenbrock, shall desire to purchase said farm land, I direct that he be given a first and prior option so to do for a period of six months following the date of my decease, if my wife shall have predeceased me, or following the date of the decease of Emma Rosenbrock, if she shall have survived me, and that in the event that my said son, Arnold Rosenbrock, shall elect to exercise such option and to purchase said farm land, then and in such event I order and direct that he be permitted to purchase the farm at a price equivalent to four-fifths (4/5) of the appraised value of said farm land; provided, however, that in no event, regardless of the appraised value thereof, shall my son, Arnold Rosenbrock, be required to pay in excess of Three Hundred Dollars ($300.00) per acre for said farm land."
Sometime after the death of John Rosenbrock, in February of 1973, John's widow, Emma, and his children, the three daughters and the son, Arnold, began discussions concerning various matters in connection with John Rosenbrock's estate. One specific matter concerned the potential sale of the entire farm to Arnold Rosenbrock and his son. The record indicates that prior to June 21, 1974, Arnold Rosenbrock had indicated to his mother and his sisters that he desired to purchase the trust half of the farm, to which he had an option by virtue of his father's will, and, in addition to that, he also evidenced his desire to purchase the rest of the farm as well, which portion then belonged to his mother, Emma Rosenbrock. While the option price of $300 per acre was controlling as to the trust half of the farm, the parties negotiated concerning a purchase price on the remaining half owned by Emma Rosenbrock.
In a letter of June 21, 1974, Armen Blanke, the attorney for the estate of John Rosenbrock, sent a letter to Arnold Rosenbrock, on behalf of Arnold's mother and sisters. Attorney Blanke and Arnold Rosenbrock had apparently met on June 5, 1974, at which time Arnold made a purchase proposal and settlement offer concerning various matters pending between the family members, including the sale of the farm. In the letter of June 21, Blanke acknowledged awareness of Arnold's desire to purchase the trust half of the farm at that time, and he indicated his belief that such purchase could be accomplished even though Emma Rosenbrock was still alive. In that letter Blanke wrote: "Your mother and sisters agree that you may now purchase the trust one-half interest in the farm for $21,000, and the Trust, out of the proceeds, will pay the other one-half of the 1973 general taxes." In addition, Blanke's letter of June 21, 1974, conveys Emma Rosenbrock's offer to sell to her son her half interest in the farm for $84,000, expressly conditioned upon Arnold's resigning as trustee under the will.
A follow-up letter by Blanke on July 12, 1974, discusses the area of disagreement, the condition with respect to defendant's resignation as trustee, but the offer to sell the entire farm remained open. The July 12 letter to Arnold Rosenbrock contained the abstract from the title company, and in the letter Blanke recommends that Arnold have the title examined by a title examiner. In an August 20, 1974, letter from Blanke to Arnold, Blanke indicates a continued problem with respect to the title and the trustees' capacity to sell in Emma's lifetime. Blanke gives his opinion that such transfer can be accomplished and he closes by saying:
"In that connection, if you desire that I obtain Chicago Title Insurance on the farm, I will have to have the abstract back for that property, so please obtain it and return it to me."
Further negotiations concerning all matters apparently continued thereafter for some time. The record indicates that in January 1975, a title commitment on the farm was issued, which commitment had been ordered by Armen Blanke.
On March 5, 1975, Blanke sent to Rosenbrock a deed for the property in preparation for a closing. He also enclosed an indemnification agreement required by Chicago Title Insurance Company, which agreement indemnified the company from potential liability resulting from the sale of the trust property prior to Emma's death. Blanke requested that the deed and the agreement be signed and returned to him so that closing could proceed in the "near future."
Then, on April 17, 1975, before the signing of any agreements, Emma Rosenbrock died. The three sisters were named as executors under her will, which granted to them equal shares in the half interest of the farm then held by Emma Rosenbrock. From the record it does not appear what transpired between the sisters and ...