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Pinsof v. Pinsof

OPINION FILED JUNE 29, 1982.

EDWARD M. PINSOF, PLAINTIFF-APPELLANT,

v.

OSCAR PINSOF ET AL., DEFENDANTS-APPELLEES.



APPEAL from the Circuit Court of Cook County; the Hon. RICHARD L. CURRY, Judge, presiding.

JUSTICE PERLIN DELIVERED THE OPINION OF THE COURT:

Plaintiff, Edward Pinsof (Edward), brought suit against defendants, Sipi Metals Corporation (Sipi)) and Oscar and Philip Pinsof (Pinsof defendants), seeking both equitable relief and money damages for breach of an alleged lifetime employment contract and for tortious interference with such contract. The trial court granted defendants' motion to dismiss Edward's complaint on the ground that it failed to state a cause of action and also granted Edward leave to file an amended complaint. Edward elected to stand upon his original complaint, however, and thereafter the order of dismissal was made final. Edward appeals raising for our review the issue of whether his complaint states a cause of action.

For the reasons which follow we affirm.

Sipi is owned and operated by the three Pinsof brothers, Edward, Oscar and Philip and their immediate families. Each of the brothers is an officer and director of the corporation, and Edward and his children collectively own in excess of one-third of the outstanding shares of Sipi's common stock. On June 12, 1980, after 48 years of service to the company, Edward was removed by resolution of the Board of Directors from his positions as executive vice-president and assistant secretary. On August 1, 1980, he filed a three count complaint against Sipi and the Pinsof defendants.

Count I alleged that it was the intention of the three brothers that each of them would be employed by Sipi for life. To support such an intention, Edward asserted that on December 16, 1963, the parties to this litigation executed two documents: (1) a stock purchase agreement and (2) a death benefit agreement. *fn1 Count I concluded that under these agreements defendants were powerless to terminate Edward's employment and prayed for a judgment declaring that the documents executed on December 16 gave him employment for life; that the resolution of the board of directors of Sipi terminating Edward's employment is of no force and effect; and that Edward be restored to his employment with all pay and benefits retroactive to the date of his termination.

The stock purchase agreement, attached to the complaint as Exhibit A, provides that if a Sipi shareholder intends to sell his Sipi shares to one other than his descendant, the seller must first offer to sell the stock to Sipi. This document further provides that when a shareholder offers his stock to Sipi, the corporation "shall purchase all such shares to the extent permitted by law." The agreement also establishes both the method and the formula for determining the price which the corporation must pay for the shareholder's stock and the procedure for effectuating its sale.

The death benefit agreement, attached to the complaint as Exhibit B, provides in pertinent part:

"AGREEMENT

THIS AGREEMENT made and entered into this 16th day of December, 1963, at Chicago, Illinois, by and between SIPI METALS CORP., an Illinois corporation (hereinafter designated as `Employer') and EDWARD M. PINSOF (hereinafter designated as `Employee').

WITNESSETH:

WHEREAS, Employee is employed by Employer and Employee has rendered and is now rendering valuable services for Employer; and

WHEREAS, it is deemed to be in the mutual best interests of the parties that such employment be continued in the future;

NOW, THEREFORE, in consideration of the past services rendered by Employee to Employer, and in consideration of Employee's future services, the parties agree as follows:

1. Commencing on the first day of the month next succeeding Employee's death and at monthly intervals thereafter, Employer will continue to pay 50% of Employee's salary as of the date of Employee's death, to the individuals hereinafter designated, ...


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