Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Church Yard Commons Limited Partnership v. Podmajersky, Inc.

Court of Appeals of Illinois, First District, Second Division

March 28, 2017

CHURCH YARD COMMONS LIMITED PARTNERSHIP, DEVELOPING ENVIRONMENTS LIMITED PARTNERSHIP, ELIZABETH PARK LIMITED PARTNERSHIP, GALLERY SQUARE LIMITED PARTNERSHIP, PILSEN EAST MALL LIMITED PARTNERSHIP, SODA POP LOFTS LIMITED PARTNERSHIP, VICTORIA GARDENS LIMITED PARTNERSHIP, CHURCH YARD COMMONS, INC., DEVELOPING ENVIRONMENTS, INC., ELIZABETH PARK, INC., GALLERY SQUARE, INC., PILSEN EAST MALL, INC., SODA POP LOFTS, INC., VICTORIA GARDENS, INC., THE ESTATE OF JOHN PODMAJERSKY, JR., THE ESTATE OF ANNELIES PODMAJERSKY, THE JOHN PODMAJERSKY, JR. REVOCABLE TRUST, and THE ANNELIES PODMAJERSKY REVOCABLE TRUST, Plaintiffs,
v.
PODMAJERSKY, INC., and JOHN PODMAJERSKY III, Defendants John Podmajersky III and Podmajersky, Inc., Counterplaintiffs-Appellants; Lisa Podmajersky, Individually, as Trustee of the Annelies Podmajersky Trust, as Executor of the Estate of Annelies Podmajersky, as Trustee of the John Podmajersky, Jr. Trust, and as Executor of the Estate of John Podmajersky, Jr.; Church Yard Commons Limited Partnership; Developing Environments Limited Partnership; Elizabeth Park Limited Partnership; Gallery Square Limited Partnership; Pilsen East Mall Limited Partnership; Soda Pop Lofts Limited Partnership; Victoria Gardens Limited Partnership; Church Yard Commons, Inc.; Developing Environments, Inc.; Elizabeth Park, Inc.; Gallery Square, Inc.; Pilsen East Mall, Inc.; Soda Pop Lofts, Inc.; and Victoria Gardens, Inc.; Counterdefendants-Appellees.

         Appeal from the Circuit Court of Cook County, Illinois. Nos. 12 CH 28111 and 14 L 5947 (cons.) Honorable Rita M. Novak, Judge Presiding.

          JUSTICE MASON delivered the judgment of the court, with opinion. Presiding Justice Hyman and Justice Neville concurred in the judgment and opinion.

          OPINION

          MASON, JUSTICE

         ¶ 1 Plaintiffs John Podmajersky, Jr., and Annelies Podmajersky owned real estate in the East Pilsen neighborhood of Chicago, Illinois. Pursuant to an alleged 2003 oral agreement, their son, defendant John Podmajersky III, managed the properties for them. In exchange, John Jr. and Annelies agreed to make John III an equal partner in their East Pilsen real estate business. This appeal concerns the enforceability of that oral agreement.

         ¶ 2 In 2012, John Jr. and Annelies brought suit against John III, alleging that John III breached his fiduciary duties by failing to provide them with financial information about the properties. John Jr. and Annelies sought various remedies, including an injunction to compel John III to relinquish control of the properties. During the pendency of the lawsuit, John Jr. and Annelies died, and their daughter, Lisa Podmajersky, was substituted as a party in her capacity as executor of their estates.

         ¶ 3 After his parents' death, John III filed a counterclaim against Lisa, which is the subject of the instant appeal. The central allegation of the counterclaim is that Lisa exerted undue influence over her parents to poison their relationship with John III and manipulate them into terminating the 2003 agreement. John III sought relief in 28 counts, including 7 counts seeking declarations enforcing the 2003 agreement and 7 counts seeking relief for his parents' breach of the 2003 agreement.

         ¶ 4 Lisa filed a motion to dismiss the counterclaim, which the trial court granted in part based on its finding that the 2003 agreement was unenforceable under section 1 of the Frauds Act as an oral contract "that is not to be performed within the space of one year from the making thereof" (740 ILCS 80/1 (West 2014)). Accordingly, the trial court dismissed the 14 counts described above. John III's counts alleging tortious interference with a business relationship, a business expectancy, and an inheritance expectancy remain pending in the trial court. At John III's request, the court also made a finding under Illinois Supreme Court Rule 304(a) (eff. Mar. 8, 2016) that there was no just reason to delay appeal the dismissal of those counts. John III appeals, contending that the trial court erred in finding that the Frauds Act bars enforcement of the 2003 agreement. We agree with the trial court that the oral agreement, which required "the commitment of a lifetime of work" from John III, was not to be performed within the space of a year and was for that reason unenforceable. We therefore affirm.

         ¶ 5 BACKGROUND

         ¶ 6 John III filed his second amended consolidated verified counterclaim on April 20, 2015, naming Lisa as a defendant individually, in her capacity as executor of their parents' estates, and in her capacity as the successor trustee of their parents' revocable trusts. John III also named as defendants each of the seven limited partnerships that John Jr. and Annelies established to own most of their real estate, as well as each of the seven corporate general partners of each partnership.

         ¶ 7 According to the verified counterclaim, which we take as true for purposes of this appeal, John Jr. and Annelies developed a substantial real estate business in the East Pilsen neighborhood of Chicago. John III was involved in the family business from childhood and throughout his entire adult life. By contrast, Lisa lived outside of Illinois from the early 1980s until early 2012 and had little involvement with the business. John Jr. and Annelies expected John III to continue the family legacy in East Pilsen and repeatedly told him that someday the family holdings would all belong to him.

         ¶ 8 In 2003, John Jr. and Annelies, who were then 81 and 75 years old, respectively, determined that they were unable to continue actively managing their properties. At their request, John III agreed to take over all aspects of the management and operation of the East Pilsen properties.

         ¶ 9 Also in 2003, the parties reached the oral agreement that is the subject of this appeal. John Jr. and Annelies agreed to make John III an equal partner in each of the limited partnerships and an equal owner of each of the corporate general partners. In exchange, John III agreed to remain involved in the day-to-day operation and management of the family's East Pilsen properties and to refrain from pursuing other career opportunities. Regarding this agreement, the counterclaim alleged:

"In accepting John and Annelies' offer to become a partner, John III expressed and made clear to his parents (John and Annelies) that what they were asking would require the commitment of a lifetime of work and he would need to forego opportunities outside the neighborhood. John and Annelies indicated they understood." (Emphasis added.)

         ¶ 10 The parties also agreed that the partnership agreements for each of the limited partnerships would be modified to include the following terms: (i) John III would forfeit his interests in the limited partnerships and the corporate general partners if he dissociated himself from the East Pilsen neighborhood; (ii) John Jr. and Annelies would receive monthly distributions from the limited partnerships; (iii) John III would receive distributions in the form of compensation to his company Podmajersky, Inc., as well as compensation for leasing, marketing, out-of-pocket, vendor, and construction costs; (iv) purchase or disposal of assets would require the unanimous consent of all three partners; (v) if the partners decided to sell any assets, John III would have the right to purchase his parents' share at its current fair market value and vice versa; and (vi) upon the deaths of John Jr. and ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.