Michigan Indiana Condominium Ass'n v. Michigan Place, LLC
8 N.E.3d 1246
Ill. App. Ct.2014Background
- Optima, as general contractor for a 119-unit condo complex, hired Jenni and Loucon for masonry work.
- Jenni and Loucon dissolved: Loucon in 2003 and Jenni in 2006.
- In 2010 latent defects were discovered; plaintiffs sued Optima and others in 2011, with a first amended complaint in 2012.
- Optima filed a third-party complaint in 2012 against Jenni and Loucon for breach of contract and implied warranties, seeking indemnification and contribution.
- Jenni and Loucon moved to dismiss under 2-619, arguing the action was filed after the five-year survival period under section 12.80, and the Secretary of State could not be served as agent.
- The circuit court granted dismissal; the appellate court affirmed, concluding the five-year grace period under section 12.80 bars claims against dissolved corporations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether section 12.80 bars Optima's third-party claims against Jenni and Loucon | Optima argues equitable extension may apply | Jenni and Loucon contend five-year limit is absolute | Barred by section 12.80; claims filed after dissolution are extinguished |
| Whether equitable tolling or exceptions apply to extend the survival period | Equitable tolling may apply due to discovery timing | No tolling applicable absent fraud or concealment | No equitable tolling recognized; no fraud/ misconduct alleged |
| Whether construction statute of repose (13-214) overrides section 12.80 | Construction repose controls and extends time | Repose does not override the survival period | Construction statute does not override; 12.80 governs |
Key Cases Cited
- Parker v. Chicago Title & Trust Co., 30 Ill. 2d 486 (1964) (survival statute limits on actions against dissolved corporations)
- Moore v. Nick's Finer Foods, Inc., 121 Ill. App. 3d 923 (1984) (minor tolling exception to survival period discussed)
- Edwards v. Chicago & Northwestern Ry. Co., 79 Ill. App. 2d 48 (1967) (alter ego consideration; limits of surviving claims against parent entities)
- Hamilton v. Conley, 356 Ill. App. 3d 1048 (2005) (equitable considerations may toll survival statute in certain misconduct scenarios)
- Pielet v. Pielet, 2012 IL 112064 (2012) (establishes fixed endpoint; five-year survival bar is definite)
- Blankenship v. Demmler Manufacturing Co., 89 Ill. App. 3d 569 (1980) (survival statute tailors action after dissolution; emphasis on five-year period)
- Vance v. North American Asbestos Corp., 203 Ill. App. 3d 565 (1990) (equitable tolling versus survival statute considerations)
- O’Neill v. Continental Illinois Co., 341 Ill. App. 119 (1954) (discusses survival concepts and endpoints)