MARTHA E. PALMER, MICHELE L. GREEN, LUANN L. CLARK, JOEL L. WATKINS, MATTHEW B. WATKINS, JENNIFER L. McCARTHY, ASHLEY WATKINS, JOHN W. WATKINS, MARY J. CARLSON, RICHARD L. WATKINS, ROSE M. MURPHY, RONALD P. WATKINS, DANIEL B. WATKINS, ROBERT J. WATKINS, ALBERT K. WATKINS, JAMES L. WATKINS, STEPHEN N. WATKINS, JO GREENSLET JONES, JANE MARIE GREENSLET, KENNETH A. GREENSLET, and JOHN M. GREENSLET, Plaintiffs-Appellees,
CHRIS E. MELLEN, PAUL H. MELLEN, DENNIS L. MELLEN, CYNTHIA A. PARRY, and DAVID L. MELLEN, Defendants-Appellants.
Rehearing denied March 21, 2017
from the Circuit Court of Marshall County, No. 14-MR-34; the
Hon. Michael P. McCuskey, Judge, presiding.
Evans (argued), of Angela Evans Law, of Peoria, for
Nair (argued), John S. Elias, and Lauren A. Christmas, of
Elias, Meginnes & Seghetti, PC, of Peoria, for appellees.
JUSTICE LYTTON delivered the judgment of the court, with
opinion. Justices O'Brien and Schmidt concurred in the
judgment and opinion.
1 Plaintiffs, Martha E. Palmer and other relatives, filed a
complaint seeking dissolution of a family land trust and
partnership against the remaining partners, Chris E. Mellen
and his siblings. The trial court granted summary judgment in
favor of plaintiffs. On appeal, defendants argue that the
trial court erred in (1) ruling, as a matter of law, that the
partnership should be dissolved, (2) ignoring provisions of
the partnership agreement, (3) denying their motion to strike
plaintiffs' affidavits, and (4) ordering the trust
property sold at public auction by a named auctioneer. We
2 In 1977, Albert Leslie Watkins and Rose Frances Watkins
(grantors), as husband and wife, formed the "Watkins
Enterprises Land Trust/Partnership Agreement." Albert
passed away a few months after the partnership agreement was
created, and Rose died in 1989. Under the terms of the
agreement, 1112 shares were initially issued to Albert and
Rose's children and their then-living grandchildren.
Their children have since distributed portions of their
shares to their descendents. The partnership's primary
asset is 450 acres of land, of which 280 acres are tillable
and 120 acres are covered in trees and include a cabin.
3 The partnership agreement provides that "[w]hen two or
more Persons own Shares, a Partnership shall thereupon be
created and be governed, except as otherwise provided in this
Agreement, by the Partnership Act." Article 2 of the
partnership agreement defines the business of the partnership
as "farming and related activities." Article 9
describes the termination process and states that the
partnership "shall terminate upon the first to occur of
the bankruptcy, receivership or dissolution of the
partnership, or the written agreement of all the
4 The trustee of the partnership is assigned certain duties
under article 11 of the agreement. Specifically, section
"The Trustee shall have the following powers and
discretions and, except to the extent inconsistent herewith,
any others that may be granted by law:
(a) To sell any portion of the Property for cash or on
credit, at public or private sales; to exchange any portion
of the Property for other property; to grant options to
purchase or acquire any portion of the Property and to
determine the prices and terms of sales, exchanges and
5 Currently, there are 26 partners under the trust and
partnership agreement. Plaintiffs comprise 21 of the 26
partners and collectively hold 926.67 shares in the
partnership (83.33%). Defendants, the remaining 5 partners,
hold 185.33 shares (16.67%). Plaintiffs include two of the
grantors' three living children, Martha E. Palmer and
Joel L. Watkins, 23 grandchildren, and one great-grandchild.
The five defendants are all children of the grantors'
third child, Georga Mellen. The trustee of the partnership is
plaintiff Robert J. Watkins, who is also a partner. According
to the terms of the agreement, the partnership is governed by
a management committee made up of five partners, including
defendant Chris Mellen.
6 In 2012, several partners indicated to the trustee that
they would like to be "bought out" by the
partnership, but the partnership did not have sufficient
funds to purchase the partners' shares. On July 3, 2012,
four of the five members of the partnership's management
committee voted in favor of selling the property at public
auction in an attempt to raise funds for the buyout and to
allow any interested partner an equal right to purchase the
property. Chris Mellen voted against the sale and requested,
instead, that the property be appraised.
7 Three appraisals were then completed. They indicated that
the entire 450 acres, including the cabin, were valued at (1)
$2, 634, 000, (2) $3, 160, 000, and (3) $3, 256, 000. The
appraisals also provided subdivided parcel reports that
valued the pasture and timber areas at (1) $3960 per acre,
(2) $3075 per acre, and (3) $3412 per acre.
8 Shortly thereafter, Chris Mellen and Paul Mellen made
several offers to purchase the timbered portions of the
property or, in the alternative, the entire parcel. The first
offer to purchase the entire parcel proposed a purchase price
based on the average of the three appraisals, $3, 016, 666,
minus the average value of the cabin and 50% of the closing
costs for 2012. The second offer did not include a reduction
for 50% of the 2012 closing costs. All of their offers were
rejected by the partners.
9 In the summer of 2013, Trustee Watkins began making plans
to sell the partnership property. He contacted Doug Hensley,
a local real estate agent and auctioneer, and asked him to
work on a proposal for public auction.
10 On November 21, 2014, plaintiffs filed a complaint seeking
judicial dissolution of the partnership and supervision of
the partnership's winding up. In the complaint,
plaintiffs alleged that the partnership's economic
purpose has been unreasonably frustrated and that defendants
had engaged in conduct making it impracticable to continue
carrying on partnership business. As such, plaintiffs
requested dissolution and a sale of the partnership real
estate on the open market under section 801(5) of the Uniform
Partnership Act (1997) (Act) (805 ILCS 206/801(5) (West