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In re Marriage of Devick

August 25, 2000

IN RE MARRIAGE OF SUSAN D. DEVICK, PETITIONER-APPELLEE, AND STEVEN D. DEVICK, RESPONDENT (PLATINUM TECHNOLOGY, INC., THIRD-PARTY RESPONDENT-APPELLANT).


Appeal from the Circuit Court of Du Page County. No. 93--D--1904 Honorable Patrick J. Leston, Judge, Presiding.

The opinion of the court was delivered by: Justice Rapp

Third-party respondent, Platinum Technology, Inc. (Platinum), a Delaware corporation, appeals the trial court's granting of summary judgment in favor of petitioner, Susan D. Devick. Platinum argues that (1) the trial court lacked subject matter jurisdiction, and (2) the trial court erred in granting summary judgment in Susan's favor. We affirm.

The record indicates that a judgment of dissolution of marriage was entered on April 16, 1996, between Susan D. and Steven D. Devick. A marital settlement agreement entered into by the parties was incorporated into the judgment of dissolution of marriage. Pursuant to the marital settlement agreement, Susan was to "retain, as her sole and separate property free and clear of any and all rights, claims or interests of [Steven,] * * * 127616 shares of Platinum Technology, Inc. stock." Steven was required to accomplish the transfer of the Platinum shares of stock within 30 days. The interest in Platinum was jointly acquired during the parties' marriage, and Steven was a corporate director of Platinum.

On June 4, 1996, Susan received the stock certificate representing 127,616 shares of Platinum stock. The stock certificate contained the following restrictive legend:

"The shares represented by this certificate may not be offered, sold, pledged, exchanged, transferred or otherwise disposed of or encumbered, nor may any offers or agreements relating thereto be made, at any time prior to the date Platinum Technology, Inc. (the 'company') shall publicly release a statement of the company's consolidated financial results for the quarterly period ending June 30, 1996."

Susan then learned that Steven, as a director of Platinum, had entered into affiliate agreements on March 8, 1996, as part of a merger with two other corporations, which provided as follows:

"Affiliate agrees not to transfer (except as may be specifically required by Court Order) or otherwise dispose of or encumber the buyer shares or any new shares (as herein after defined) or to make any offer or agreement relating thereto at any time prior to the expiration date."

Susan was not informed of these restrictions prior to the entry of the judgment of dissolution of marriage.

On July 1, 1996, Susan filed a petition to enforce the judgment of dissolution of marriage seeking to obtain unrestricted shares of Platinum. On July 16, 1996, Susan filed an emergency petition seeking the same relief and alleging that Platinum may be a necessary third-party defendant to the case. On that same date, the trial court entered an order providing that Platinum may be named as a third-party defendant in this case.

On December 11, 1996, Susan filed a first amended petition against Steven and Platinum seeking the removal of the restriction on her shares. On March 10, 1997, Susan filed a supplemental first amended petition against Steven and Platinum, again seeking the removal of the restriction on her shares.

On November 10, 1997, the trial court denied Platinum's motion for a judgment on the pleadings and ruled that it had jurisdiction over Platinum. The trial court denied Platinum's motion for reconsideration and/or clarification on December 27, 1998.

On June 12, 1998, Susan filed a motion for summary judgment alleging that Platinum had violated section 8--401 of the Uniform Commercial Code - Investment Securities (Uniform Commercial Code or UCC) by refusing to transfer the shares of stock to her without restriction. 810 ILCS 5/8--401 (West 1998). Susan subsequently amended her motion for summary judgment, making the same argument.

On June 15, 1998, Platinum filed a cross-motion for summary judgment, arguing that it was not liable to Susan because the affiliate agreements executed by Steven entitled Platinum to restrict the sale of the shares of stock being transferred to Susan until the publication of Platinum's second quarter 1996 results.

On May 4, 1999, the trial court granted Susan's motion for summary judgment and denied Platinum's cross-motion for summary judgment. The trial court then entered judgment against Platinum and in favor of Susan in the amount of $719,936, representing Susan's loss resulting from Platinum's failure to issue unrestricted stock.

On September 17, 1999, the trial court denied Platinum's motion to reconsider. Platinum timely appealed.

I. SUBJECT MATTER JURISDICTION

Platinum contends that the trial court lacked subject matter jurisdiction. We review a trial court's determination regarding subject matter jurisdiction de novo. City of Marseilles v. Radke, 287 Ill. App. 3d 757, 761 (1997).

Susan argues that Platinum has waived this issue by adjudicating its rights before the trial court to a final judgment without objecting to jurisdiction. Susan also argues that Platinum has waived this issue by failing to specify the applicable November 10, 1997, order in its notice of appeal.

The record is clear that Platinum objected to subject matter jurisdiction in the trial court before having its rights adjudicated in the trial court to a final judgment. In any event, the issue of subject matter jurisdiction cannot be waived. Currie v. Lao, 148 Ill. 2d 151, 157 (1992). Moreover, even if a particular order is not specified in a notice of appeal, it is reviewable if it was a step in the procedural progression leading to the judgment specified in the notice of appeal. Burtell v. First Charter Service Corp., 76 Ill. 2d 427, 435-36 (1979). We will therefore review Platinum's claim that the trial court lacked subject matter jurisdiction.

The essence of Platinum's argument is that a court in the domestic relations division hearing a marital dissolution proceeding may only hear and rule upon matters specifically set forth in the Illinois Marriage and Dissolution of Marriage Act (Act) (750 ILCS 5/101 et seq. (West 1998)). Thus, according to Platinum, the trial court lacked jurisdiction to hear claims concerning an alleged violation of the Uniform Commercial Code. We find no merit in Platinum's argument.

Subject matter jurisdiction "refers to [a] court's power to hear and determine cases of the general class or category to which [the] proceedings in question belong." Black's Law Dictionary 1425 (6th ed. 1990); People ex rel. Scott v. Janson, 57 Ill. 2d 451, 459 (1974). The distinction between courts of law and equity has been abolished under the 1970 Illinois Constitution, and our court system is now a unified one with original jurisdiction of justiciable matters. Ill. Const. 1970, art. VI, §9; In re Marriage of Isaacs, 260 Ill. App. 3d 423, 427 (1994).

The allocation of judicial responsibilities to various divisions of a circuit court does not impose barriers to jurisdiction but rather reflects a concern for administrative convenience. Isaacs, 260 Ill. App. 3d at 427-28. The trial court judge in a domestic relations division has jurisdiction to hear all issues that are ...


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