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Ireland v. Esposito

OPINION FILED FEBRUARY 19, 1981.

CLEMENT H. IRELAND ET AL., PLAINTIFFS-APPELLEES,

v.

ANGELO ESPOSITO ET AL., DEFENDANTS-APPELLANTS.



APPEAL from the Circuit Court of Cook County; the Hon. DONALD J. O'BRIEN, Judge, presiding.

MR. JUSTICE LINN DELIVERED THE OPINION OF THE COURT:

Plaintiffs, Clement and Agnes Ireland and Ireland's Inc., brought this action in the chancery division of the circuit court of Cook County, seeking both equitable and legal relief from defendants, Angelo Esposito, Pioneer Investment and Development Co. (also known as Pioneer Development Corp.), and Parkway Bank and Trust Company.

In their counts for relief in equity, plaintiffs sought specific performance of a contract for the sale of plaintiffs' real estate and the restaurant business conducted on that real estate, prayed for an accounting from defendants to determine the amounts due under the sales contract, and sought to reform a $60,000 promissory note given to plaintiffs in connection with the contract by defendant Pioneer Investment and Development Co. In their count for legal relief, plaintiffs sought judgment for $60,000 due on the promissory note. After a bench trial, all of the essential relief requested by plaintiffs was granted to them, and defendants brought this appeal.

On appeal, defendants contend: (1) that the trial court erred by refusing to invoke the parol evidence rule to bar plaintiffs' testimony which contradicted the terms of the written contract; (2) that the orders for an accounting and specific performance are not supported by the evidence; and (3) the judgment entered on the promissory note is against the manifest weight of the evidence.

We affirm. The evidence presented at trial showed the following pertinent facts to exist.

For many years, Clement and Agnes Ireland, through Ireland's Inc., owned improved real estate in Chicago on which they operated a restaurant. Though the Irelands enjoyed many years of success, by early 1975 the Irelands had suffered a string of severe financial setbacks. The restaurant was losing money, and the Irelands were unable to pay many of their bills. As a result several actions were brought against the Irelands and their corporation by creditors, including an action to foreclose the mortgage on their property. To rectify their problems, the Irelands decided to sell the real estate and the restaurant business. They listed the property and the business with a real estate broker, seeking to sell both for a total of $225,000.

In response to an advertisement in a newspaper, defendant Esposito contacted the Irelands to tell them he was interested in buying the property and the business. In late March 1975, Esposito and Clement Ireland met at the restaurant. Esposito told Clement that he had been in the real estate business for many years and thought he could solve the restaurant's problems if he owned the business. Clement told Esposito about all the financial problems the Irelands were having and, according to Clement, he told Esposito he wanted to sell both the property and the business for $225,000 (according to Esposito this figure was $150,000). Esposito, after learning of many of the debts owed by the Irelands and the pending actions against them, said he would consider the deal.

Around April 1, according to Esposito, or on April 14 at about 5 p.m., according to the Irelands, Esposito returned to the restaurant to meet with Clement Ireland. The two of them sat at a booth and discussed the deal. Agnes Ireland was present during part of this discussion. There is substantial dispute as to the conversations that took place at this meeting. It is undisputed that Esposito had with him two documents which he had prepared and which he showed to the Irelands. The first was a standard form "Real Estate Sale Contract" on which Esposito had filled in the necessary blanks. The second was the $60,000 promissory note.

Besides all the standard terms found in such a contract, the real estate sale contract, which was dated "April, 1975," contained the following essential provisions with the filled in portions in italics and underlined:

"1. Angelo Esposito or his nominees (purchaser) agrees to purchase at a price of $150,000.00 on the terms set forth herein, the following described real estate * * *:

Legal description to be inserted

commonly known as 800 North LaSalle, Chicago, Illinois * * *, together with the following property presently located thereon: all the existing and outstanding stock of the Illinois corporation known as Ireland's, Inc., which includes the exclusive use of the name Ireland.

3. Purchaser has paid $10,000.00 as earnest money to be applied on the purchase price, and agrees to pay or satisfy the balance of the purchase price, plus or minus prorations, at the time of closing as follows:

(b) The payment of $80,000.00 subtracting all outstanding bills of the corporation and the balance payable as follows: The buyer will assume the exist. mortgage of approx. $70,000.00 to ...


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