APPELLATE COURT OF ILLINOIS, FIRST DISTRICT, THIRD DIVISION
D. Halas, Petitioner-Appellant, v.
A. Gerson Miller, Successor Ex'r of the Estate of George S.
Halas, Jr., et al., Respondents-Appellees)
529 N.E.2d 768, 175 Ill. App. 3d 180, 124 Ill. Dec. 787 1988.IL.1394
Appeal from the Circuit Court of Cook County; the Hon. Henry A. Budzinski, Judge, presiding.
JUSTICE McNAMARA delivered the opinion of the court. WHITE, P.J., and FREEMAN, J., concur.
DECISION OF THE COURT DELIVERED BY THE HONORABLE JUDGE MCNAMARA
Petitioner Christine D. Halas appeals from an order of the probate division of the circuit court denying Christine and Stephen Halas' motion to temporarily enjoin the sale of certain securities by respondent A. Gerson Miller, successor executor of the estate of George S. Halas, Jr., and purchase of the securities by respondent Chicago Bears Football Club, Inc. The trial court subsequently denied Stephen's motion to stay enforcement of its order permitting the sale. While Stephen filed a notice of appeal, he has made no further appearance before this court.
In 1979, George S. Halas, Jr., died, leaving two children, Christine and Stephen. Decedent's estate included the George S. Halas, Jr., Family Holding Company, which held 183 shares of class C common stock of the Chicago Bears Football Club, Inc., i.e., 19.67% of all outstanding shares. It also held a 19.68% interest in the Chicago Bears Skybox Partnership. Miller, as executor of decedent's estate, controlled the title of these outstanding shares.
On October 28, 1987, Neil Bluhm and Judd Malkin offered to purchase the Bears and Skybox shares, for a combined price of $17,500,000. The executor accepted, subject to court approval and to the Bears' possible exercise of the right of first refusal.
On November 17, 1987, the executor notified the Bears and Skybox partnership of the offer. On December 30, 1987, Bluhm and Malkin allocated $500,000 of the purchase price for the Skybox Partnership interest, and the remainder for the Bears stock. On January 6, 1988, notice of the allocated price was given.
The executor's petition for authorization to transfer the securities was opposed by Christine and Stephen as beneficiaries of the testamentary trusts created under decedent's will.
On January 26, 1988, the trial court found that the estate was illiquid and unable to pay its liabilities and expenses, and that the sale of the Bears shares was necessary. The court found further that the executor had acted in good faith and with the requisite degree of skill and diligence; that the offer was fair and reasonable and in the best interests of the estate; and that the allegation of Christine and Stephen that the sale involved a secret ...