Wolinsky v. Kadison
987 N.E.2d 971
Ill. App. Ct.2013Background
- Wolinsky, unmarried woman with children, sought to purchase unit 21F in Ambassador House Condominium Association.
- Board exercised right of first refusal, without owner vote, purchasing 21F for $118k then selling to Dr. Oliver for $120k.
- Plaintiff later bought unit 7B for $143k; alleges bylaw breach and discrimination based on sex/marital status.
- Lawsuit included breach of fiduciary duty (count I) and discrimination under Chicago condo ordinance (count II); other counts dropped.
- Circuit court granted partial summary judgment on liability for breach of fiduciary duty; dismissed punitive damages and count II.
- Trial on damages awarded plaintiff $56,992; cross-appeal filed by Association challenging liability rulings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether count II was properly dismissed for lack of jurisdiction or exhaustion. | Wolinsky argues discrimination claim viable under ordinance; remedy available civilly. | Association contends lack of subject matter jurisdiction or exhausted remedies precludes count II. | Count II dismissal affirmed; jurisdiction analysis affirmed alternative grounds but damages/jurisdiction upheld. |
| Whether business judgment rule bars liability for breach of fiduciary duty and whether proximate cause shown. | Association breached bylaws; proximate damages from wrongful vote denial. | Business judgment protected; no proximate cause linking damages to the breach. | Business judgment rule does not apply; proximate cause established; liability for breach affirmed; damages awarded. |
| Whether denial of appointment of a special representative for deceased directors was an abuse of discretion. | Special representative necessary to protect insurance proceeds; timely substitution required. | Motion untimely and prejudicial; substitution not warranted. | Denial reversed; trial court abused discretion; remand to appoint special representative. |
| Whether prejudgment interest on equitable breach of fiduciary duty claim should be awarded. | Equitable prejudgment interest appropriate to make plaintiff whole. | No entitlement as a matter of law at summary judgment. | Remanded for hearing to determine entitlement to equitable prejudgment interest; not barred on record at this stage. |
Key Cases Cited
- Wolinsky v. Kadison, 114 Ill. App. 3d 527 (1983) (breach of fiduciary duty for bylaw-based vote requirement; discrimination under condo ordinance)
- Wolinsky v. Kadison, No. 1-04-0169 (2004) (unpublished order) (prior appellate posture; law-of-the-case considerations)
- Flynn v. Hillard, 303 Ill. App. 3d 119 (1999) (exclusive jurisdiction under condo ordinance; exhaustion of remedies)
- Williams v. Naylor, 147 Ill. App. 3d 258 (1986) (human rights/intent to unify remedies; civil action viability pre-Human Rights Act)
- Wernick v. Estate of Wernick, 127 Ill. 2d 61 (1989) (equitable prejudgment interest as remedy to make whole)
- Davis v. Dyson, 387 Ill. App. 3d 676 (2008) (business judgment rule and failure to obtain proper insurance—fiduciary duties)