APPEAL from the Circuit Court of Cook County; the Hon. FRANCIS
T. DELANEY, Judge, presiding.
MR. JUSTICE PERLIN DELIVERED THE OPINION OF THE COURT:
Rehearing denied August 1, 1979.
Pursuant to a prior lawsuit, plaintiff Robert Spircoff (hereinafter Spircoff) and defendant Helen Spircoff Baron (hereinafter Baron) entered into a settlement agreement in June 1974 whereby Baron became 100% beneficial owner of a certain parcel of real property and Spircoff acquired a right to sell said property and to receive $50,000 of the proceeds under stated circumstances. In March 1976 Spircoff filed a complaint for declaratory judgment requesting that the court declare Spircoff was entitled to the sum of $50,000 from a proposed sale. The court found that the settlement agreement contained language granting Spircoff a right to $50,000 of the proceeds in the event of a sale by either Baron or Spircoff. The court granted judgment to Spircoff in the amount of $50,000. Baron appeals.
The sole issue for review is whether the trial court's interpretation of the settlement agreement is contrary to the manifest weight of the evidence.
In March 1967 Spircoff and Baron, who are brother and sister, became beneficial owners in equal interest in a land trust known as Oak Park Trust and Savings Bank Trust No. 5327. The trust held title to a parcel of land located at 1247 South Harlem Avenue, Berwyn, Illinois, which Spircoff developed with a 32-unit apartment building. On March 27, 1967, the parties entered into a written agreement which provided that Spircoff would manage the property; that for a five year period from 1967 to 1972 Baron would share in the earnings in an amount not less than $7,000 per year; and that if Spircoff failed to pay such amount, Baron's interest would be increased by 10% for each default.
In April 1972 Baron filed an action for an accounting and a constructive trust, alleging that Baron received no payments under the agreement of March 1967 and was therefore entitled to an increase in her interest in an amount equal to Spircoff's 50% share. Baron further alleged that Spircoff with intent to defraud Baron transferred his interest in the trust to a third party. On June 5, 1975, the action was dismissed with prejudice because the parties entered into a settlement agreement to resolve all matters in controversy between the parties. Pursuant to the agreement of June 5, 1975 (hereinafter Agreement), Spircoff assigned his undivided one-half interest in the land trust to Baron. Baron agreed in Clause 3 of the Agreement that for a period of four years Spircoff would have the following rights:
"A) He may secure a purchaser for the property at a gross sale price of $504,000.00.
B) From the proceeds of said sale Spircoff shall receive $50,000.00; however if the sale is made in the first 18 months he shall remit $2500.00 to Baron.
C) The sale must be to a cash buyer, who may purchase subject to the existing mortgage.
D) In no event shall the gross sale price be less than $454,000.00 and on any sale less than $504,000.00 the payment to Spircoff shall be reduced by the difference between $504,000.00 and the gross sale price. Thus on a sale by Spircoff for $490,000.00, Spircoff would receive $36,000.00 from the proceeds.
E) It is understood that in the event Spircoff secures the purchasers through his own efforts, he will not be entitled to a broker's commission on said sale. However, if the sale is made through a broker secured by Spircoff, Baron shall only be responsible for one-half of the usual brokerage fee and Spircoff shall be responsible for the balance of said fee to the broker.
F) NOTWITHSTANDING any of the foregoing, it is understood that during the first year of this agreement Spircoff or Baron must secure a gross sale price of $550,000.00 for Spircoff to receive $50,000.00. On any sale by him during the first year at less than $550,000.00, his payment shall be reduced on a dollar for dollar basis and therefore no sale can be contracted [by] him at a price less than $500,000.00. However, Baron may sell the property during the first year at a gross sale price of between $504,000.00 and $550,000.00 and still be obligated to Spircoff for $50,000.00. ...