Alwan v. Kickapoo-Edwards Land Trust
93 N.E.3d 719
Ill. App. Ct.2018Background
- William N. Alwan sued several partnerships and a managing partner alleging improper termination from the partnerships and denial of profits and records; related actions were consolidated.
- Partnerships named include Kickapoo-Edwards Land Trust, Centennial Trust, and Villeneauve Development Company Partnership; some partnerships ceased operations in 2013–2014.
- Phillip E. Couri, a partnership member, was disqualified from representing the partnerships due to conflict and later appeared pro se as an interested party; Alwan moved to strike that appearance.
- The trial court initially held the 1917 Uniform Partnership Act (1917 Act) governed, then on reconsideration concluded the 1997 Uniform Partnership Act (1997 Act) applied and certified the question whether the 1997 Act became mandatory for all partnerships after January 1, 2008.
- Couri appealed under Illinois Supreme Court Rule 308; no other parties appealed. The appellate court reviewed only the certified legal question.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 1997 Uniform Partnership Act applies to all partnerships after Jan. 1, 2008 | Alwan: 1997 Act governs all partnerships after Jan. 1, 2008 per §1206(b) | Couri: 1917 Act should continue to govern preexisting partnerships that did not elect 1997 Act; retroactive application impairs vested rights | The 1997 Act’s §1206(b) plainly makes the Act mandatory for all partnerships on and after Jan. 1, 2008; answer: yes |
| Whether applying the 1997 Act retroactively impairs vested rights | Alwan: statute applies to pending matters unless it impairs a vested right; no vested right to the prior procedural framework asserted | Couri: retroactive application diminishes vested substantive rights and violates due process | Court held new legislation applies to pending suits unless it impairs a vested right; here the statute’s language governs and does not unlawfully impair vested rights |
Key Cases Cited
- Total Holdings USA, Inc. v. Curran Composites, Inc., 999 A.2d 873 (Del. Ch. 2009) (Delaware Chancery Court applied new UPA version to preexisting partnerships after its effective date)
- Robertson v. Jacobs Cattle Co., 830 N.W.2d 191 (Neb. 2013) (Nebraska Supreme Court held revised partnership act governed existing partnerships after effective date)
- Reed v. Doctor’s Associates, Inc., 331 Ill. App. 3d 618 (Ill. App. Ct. 2002) (opinions construing uniform acts from other jurisdictions are persuasive)
- Dardeen v. Heartland Manor, Inc., 186 Ill. 2d 291 (Ill. 1999) (new or amended statutes apply to pending suits unless they impair vested rights)
- First of Am. Trust Co. v. Armstead, 171 Ill. 2d 282 (Ill. 1996) (discussion of vested rights and retroactive application of statutes)