Pielet v. Pielet
2012 IL 112064
| Ill. | 2012Background
- PBSIMI's postwar scrap-metal business evolved through complex restructurings culminating in PBSIM L.P. with PBSIM One, Inc. contributing a 49.5% stake.
- Arthur Pielet had a consulting contract guaranteeing fixed monthly payments for life, with survival provisions for his heirs.
- PBSIM L.P. subsequently acquired PBSIM One, Inc.'s interest; PBSIM L.P. changed name to Midwest Metallics, which continued payments until 1998.
- Midwest Metallics faced bankruptcy and Dorothy Pielet sued for breach of contract, promissory estoppel, and related theories, naming PBSIM entities and James Pielet.
- The circuit court granted summary judgment to Dorothy on count XI (breach by PBS1) but later remand and damages rulings occurred; the appellate court reversed on novation issues, remanding for further proceedings.
- The Illinois Supreme Court granted review to decide whether survival provisions apply to post-dissolution accrual, whether novation forecloses liability, and the scope of successor liability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether section 12.80 survival applies to a contract claim accruing after dissolution | Dorothy—post-dissolution accrual can survive under 12.80 | PBS1—no survivability for post-dissolution accrual | Count XI fails under 12.80; post-dissolution accrual cannot survive |
| Whether there was a novation to PBSIM L.P. that extinguished PBS1's liability | Dorothy—novation may not have occurred or was incomplete | PBS1/National Material—novation may have occurred, shifting liability | Novation issue remains material; remand appropriate to resolve factual questions |
| Whether National Material and N.M. Holding are liable as successors or under novation | Dorothy—could be liable as successor or as assuming party | National Material/N.M. Holding—not liable absent novation or explicit assumption | Merits of counts IX and X depend on novation; appellate discussion of merits premature if novation exists or not |
| Whether summary judgment as to counts IX and X was proper absent novation | Dorothy—no novation means liability; summary judgment warranted | No liability without novation or viable successor theory | Remanded for further proceedings; merits depend on novation status |
Key Cases Cited
- Blankenship v. Demmler Manufacturing Co., 89 Ill. App. 3d 569 (1980) (survival provision applied to post-dissolution action if accrual pre-dissolution)
- Henderson-Smith & Associates, Inc. v. Nahamani Family Service Center, Inc., 323 Ill. App. 3d 15 (2001) (section 12.80 applicability framework)
- In re Johns-Manville/Asbestosis Cases, 516 F. Supp. 375 (N.D. Ill. 1981) (construction of 12.80-like provisions; accrual before dissolution required for survival)
- Evans v. Illinois Surety Co., 298 Ill. 101 (1921) (creditor rights under receivership and survival principles)
- Hamilton v. Conley, 356 Ill. App. 3d 1048 (2005) (timeliness under 12.80; derivative vs direct action distinctions)