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DiLorenzo v. Valve and Primer Corp.

May 11, 2004

RALPH DILORENZO, PLAINTIFF-APPELLANT,
v.
VALVE AND PRIMER CORPORATION, A/K/A APCO VALVE AND PRIMER CORPORATION, DEFENDANT-APPELLEE.



Appeal from the Circuit Court of Cook County. No. 98 CH 12239 Honorable John K. Madden, Judge Presiding.

The opinion of the court was delivered by: Justice Reid

PUBLISHED

Following the grant of summary judgment in favor of defendant Valve & Primer Corporation (Valve & Primer) and the denial of summary judgment in favor of Ralph DiLorenzo in the underlying chancery action seeking specific performance, DiLorenzo filed the instant appeal. We issued an opinion dated September 6, 2002, which we subsequently vacated pursuant to a supervisory order of the Illinois Supreme Court. Thereafter, we issued another opinion in an attempt to comply with that supervisory order. The supreme court issued another supervisory order in this matter. In addition to ordering this court to vacate the prior opinion, that supervisory order, dated October 29, 2003, directed us as follows:

"The appellate court is once again directed to consider whether the record raises any genuine issues of material fact regarding whether there was adequate consideration for the purported stock option agreement itself, wholly apart from the issue of the adequacy of consideration in the subsequent attempted purchase of the stock. In light of this determination, the appellate court is directed to reconsider whether any factual issue regarding the authenticity of the corporate minutes is material, thereby precluding the entry of summary judgment." DiLorenzo v. Valve and Primer Corp., 205 Ill. 2d 579 (2003).

For the reasons that follow, we now affirm.

BACKGROUND

DiLorenzo was an officer, director and shareholder of 100 shares of stock of Valve & Primer. M. Chris Dickson was the chief executive officer and majority shareholder of Valve & Primer. DiLorenzo was employed by Valve & Primer for approximately 40 years prior to the events that led to this lawsuit.

According to DiLorenzo, on or about May 12, 1987, he informed Valve & Primer that he wanted incentives in any future employment agreements. DiLorenzo claims that, through Dickson, Valve & Primer offered him a 10-year stock option that would allow DiLorenzo to purchase an additional 300 shares at the fixed price of $250 per share. Dickson and the board of directors allegedly favorably voted on the agreement at a meeting held on June 8, 1987. DiLorenzo claims he received a copy of the minutes of that meeting. DiLorenzo also claims that in reliance on the minutes of the special board meeting, which were never altered or revoked by the board of directors during the time he remained employed by Valve & Primer, he stayed in his job for over nine additional years. According to DiLorenzo, while he was working for Valve & Primer, in reliance upon the minutes of the special board meeting, when he was approached by other companies with employment opportunities he did not follow up on any of these recruitment offers.

Valve & Primer claims the 1987 employment agreement between it and DiLorenzo did not contain a stock purchase agreement. The only purported proof of the agreement is an unsigned copy of board meeting minutes of which DiLorenzo had the only copy. Valve & Primer claimed the purported minutes were inconsistent in subject matter and format from other corporate minutes it produces in the ordinary course of business.

In January 1996, DiLorenzo entered into a semi-retirement agreement with Valve & Primer. Valve & Primer claims he attempted to tender his remaining 100 shares pursuant to a stock redemption agreement. According to Valve & Primer, DiLorenzo demanded $4,000 per share for the remaining 100 shares. It claims DiLorenzo admitted he came up with the proposed share value himself and that no one of any expertise valued the stock. DiLorenzo responded that he had corporate accountants review financial statements before valuing the company's shares. Valve & Primer declined to purchase the shares at DiLorenzo's price. This resulted in a dispute between DiLorenzo and Valve & Primer through Dickson. Shortly thereafter, Valve & Primer fired DiLorenzo. After the termination, DiLorenzo claims he attempted to exercise the purported stock purchase agreement.

In addition to DiLorenzo, George Christofidis, another long-time employee, attempted to exercise the stock option. DiLorenzo claims that Christofidis sent a copy of the minutes supporting the claimed stock purchase agreement to Valve & Primer's corporate attorney. Christofidis allegedly indicated that the purported stock purchase agreement supported DiLorenzo's claim in that the agreement was included as part of the overall employment agreements both DiLorenzo and he signed. DiLorenzo claims that, in 1997, a subsequent employment agreement between Valve & Primer and Christofidis required him to waive any exercising of the stock option agreement referred to in the June 1987 corporate minutes. In the alternative, DiLorenzo argued before the trial court that, even if the purported agreement was not found to be valid, it should be enforced along promissory estoppel grounds.

Cross-motions for summary judgment were filed during the litigation below. The trial court granted summary judgment in favor of Valve & Primer while denying DiLorenzo's cross-motion. The trial court found that, even assuming the corporate minutes were valid, the purported agreement did not require that DiLorenzo perform any affirmative act. The trial court also found there was insufficient consideration to support the stock option. The trial court further found there was insufficient reliance on DiLorenzo's part to support a claim for promissory estoppel.

STANDARD OF REVIEW

In cases involving motions for summary judgment, we conduct a de novo review of the evidence in the record. Happel v. Wal-Mart Stores, Inc., 199 Ill. 2d 179, 185-86 (2002), citing Espinoza v. Elgin, Joliet & Eastern Ry. Co., 165 Ill. 2d 107, 113 (1995). The purpose of a summary judgment proceeding is not to try an issue of fact, but to determine whether any genuine issue of material fact exists. Happel, 199 Ill. 2d at 186, citing Frye v. Medicare-Glaser Corp., 153 Ill. 2d 26, 31 (1992); Housh v. Swanson, 203 Ill. App. 3d 377, 381 (1990). It is a " 'drastic means of disposing of litigation'" and therefore should be granted only when " 'the pleadings, depositions, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.' " Happel, 199 Ill. 2d at 186, quoting Espinoza, 165 Ill. 2d at 113, and 735 ILCS 5/2-1005(c) (West ...


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