*1 In O'Hara v. Holy Hospital, Cross Ill. 2d (1990), this court held that a a duty has hospital protect a from harm parent where the parent invited to participate in her child’s care and I treatment. see no reason why we should recognize duty similar the part of the psychologist who has been sued in this I case. would further hold that the plaintiff should al lowed to seek damages from psychologist for lost so ciety and companionship based on intentional and direct family interference relationship. with a the appellate court should therefore be affirmed.
(No. 83728. Appellant, R. JESPERSEN, VICTOR v. MINNESOTA MINING AND COMPANY, MANUFACTURING Appellee.
Opinion Rehearing June denied October 1998. *2 BILANDIC, J., dissenting. HARRISON, J., joined by of Sibley, and Michele E. Richard William Austin Chrtd., Forde, M. Kathleen K. Stouffer, Pretzel & Kevin R. of Malloy, Anne Mason and Kevin Cirrincione, Mary Davidson, all of Forde, Ltd., M. and Keith L. Kevin for Chicago, appellant. J. and Andrew C. Robert Robertson Godfrey,
Richard Ellis, Chicago, for Bloomer, appellee. Kirkland & B. of the court: HEIPLE delivered the opinion JUSTICE contracts of indefi long recognized It has been at the terminable generally nite duration are rule: general a on that This case involves twist parties.1 contract specifically provide that their Center, 115 Mary Hospital v. Saint Nazareth 1SeeDuldulao (1987); Brew Bottling Co. Joliet Citizens’ 489 Joliet (1912) (because not fix the contract did ing force, it was “during agreement should continue time which the Fidelity In Fire party”); Davis v. at the will either terminable may be terminated for enumerated instances of material breach, is the contract indefinite as to duration and ter or is it will, minable at only terminable for cause? The courts below held that such a will. We affirm.
This case is before the court on from review an order granting a plaintiffs motion to dismiss the failure state a of action for cause breach of contract. (West 1994). 735 ILCS case, In reviewing such 5/2 —615 well-pleaded all facts and all reasonable inferences from them are admitted as true and interpreted light party. In re Chicago most favorable nonmoving to the Litigation, Flood Mt. Zion (1997); 176 Ill. 2d State Bank & Communications, Trust v. Consolidated Inc., 169 Ill. 2d In attempt his state cause contract, of action for breach the plaintiff has al (the leged as follows. Victor R. Jespersen (the plaintiff) entered into a sales distribution agreement agreement) Trim-Line, (Trim-Line), with Inc. a manufac trim, *3 turer body of auto moldings and decoration. Under the agreement, Jespersen became the exclusive distribu tor Trim-Line products the Chicago area.
Subsequently, Mining Minnesota Manufacturing and (3M) Company Trim-Line. purchased 3M instituted a to plan merge dissolve Trim-Line and to that business into 3M’s Automotive Trades Division. 3M sent a letter and all Jespersen, distributors, Trim-Line terminating the
Jespersen and two other terminated distributors
(1904);
Lord,
surance
293
the circuit court
Cook
a class action
agreement
County, alleging
the
3M
that
breached
wrangling,
procedural
terminating
it. After much
Jespersen’s
com-
third-amended
court dismissed
circuit
(735
plaint
ILCS
of action
a cause
for failure
state
(West 1994))
615(a)
agree-
grounds
on the
that
5/2—
(1)
and thus terminable
of indefinite duration
ment
was
(2)
granted
expressly
cancel
3M the
at
Trim-Line name.
to use the
distributor’s
argued
Jespersen appealed
that the
specific
and thus could
termination events
included
rejected
only
appellate
The
terminated
for cause.
argument
Ill.
one dissent. 288
this
and affirmed with
agree
appellate
3d
The
court held that the
at
thus terminable
ment was indefinite in duration and
appeal.
will. We allowed leave to
May
Jespersen
its
3M terminate
with
Jespersen’s
absent
breach or default? The answer to
question,
depends upon
course,
the terms of
provides
it
contract. The
here
that
“shall
indefinitely”
continue in force
unless terminated
provided of indefinite
manner
article IV Contracts
party.
at
of either
Dul
duration are terminable
the will
Bottling,
dulao,
489;
Ill.
lows: Right To Terminate
“4.01 Trim-Line’s (30) thirty days may, upon not less Trim-Line than Distributor, notice to the terminate this any following reasons: (a) reasonably Distributor’s promote failure Trim- products Line’s ***. (b) any Distributor’s breach of term or condition of this (c) payment Distributor’s failure to make ***. (d) death, bankruptcy, insolvency or of Distribu- tor ***. *** *** (e) any The sale transfer part of all or rights Distributor’s under this contract without approval written and consent of Trim-Line. Right 4.02 Distributor’s To Terminate may agreement upon thirty Distributor terminate this (30) days written notice to Trim-Line.” This termination is not sufficient to take this general of indefinite duration out of the rule language First, at-will termination for two reasons. provision permissive equivocal; of the termination is party “may” grounds terminate for the stated —the being grounds clear inference that those are not the sole or exclusive basis for This termination. stark to a contrast case which the included an specific exclusive and to terminate for cause in a e.g., See, otherwise indefinite duration. Lichnovsky Corp., v. Ziebart International 414 Mich. (1982) (“[t]he N.W.2d inclusion *** specific a to terminate for cause against militates a construction of the will”). Second, the licensor can terminate the termina breach, tion are events themselves instances material any contract is terminable the occurrence of a e.g., material breach. Trient Partners I Ltd. v. Corp., Blockbuster Entertainment 1996) (“[a]n agreement is otherwise indefinite in duration and terminable at cannot be converted into an of definite duration the mere transcription of such universals within the text of the *5 law).
contract”) is in- a contract Texas Where of mate- duration, of instances in the delineation definite and nonexclu- in of a permissive the context rial breach will not create a termination sive for cause. in compelling a construction is The rationale for such agree have failed to simplicity. parties Where its sheer as termi duration, the contract is construed contract’s they have not of either because party nable at the will for a inappropriate and it would be agreed otherwise for the its own in and substitute step two parties. important public This reflects wisdom of First, specific. general, one in general, policies —one subject to order their affairs individuals should free fraud, duress, or instances important qualifications Second, contracts are disfa perpetual undue influence. Ozment, v. 55 Ill. Adkission vored. few long “Forever” is a time and commercial remain for even a decade. Advances
concerns viable taste and technology, changes competition consumer businesses once-profitable perish regularly. mean — day inevitably tomorrow or the next Today’s fashion will and way buggy whip, eight-track tape fall Men and women of commerce know the leisure suit. flexibility respond and needed to intuitively achieve the agreements into termi entering market demands nable at will. enjoyed long presumably and 3M and
Jespersen years. That of thirteen more relationship profitable relation- now terminate that one or the other seeks to rights bargained-for contractual consistent with the ship common These surprise. come as little and should law they we must knew sophisticated presume are As we law into this they when entered of in- rule that contracts already acknowledged, have has been fol- long duration are terminable at will definite (Joliet Bottling, lowed in Davis, 219; 254 Ill. 385), 208 Ill. at and our applied courts the rule (Dul variety of including contexts employment contracts (Garber dulao, 489), 115 Ill. 2d at agreements credit card & Bank, v. Harris Trust Savings 104 Ill. App. 3d (1982)), money (Langendorf market fund accounts Irving Trust (1992)), even sales contracts.3 The parties here expressly drafted a contract that was to last “indefinitely,” which our always courts have construed to mean terminable at will. *6 Moreover, the granted contract expressly 3M the to right terminate license to use Jespersen’s the Trim-Line trade name, that say, subject terminate the matter of the agreement. Finally, an Jespersen enjoyed express, unfet tered terminate the proper notice. These facts further bolster our conclusion that the par ties to this contract intended their ter be at minable will. short, where the a parties have drafted contract
that is otherwise indefinite in duration and terminable at will, the delineation of instances of material breach the permissive context of a and nonexclusive termination will not a alone create contract terminable for cause. Both here enjoyed the to terminate will, the at they which means could terminate the agreement for reason or no any reason without com- mitting a breach of Accordingly, contract. we affirm the judgments dismissing plaintiffs below the for failure to state a cause of for action breach of contract.
Affirmed. (codi 3Under section 2—309 the of Uniform Commercial Code (West 309(2) 1994)), at fied 810 ILCS a contract which calls 5/2 — performances “may but successive is indefinite duration any by party.” terminated at time either HARRISON, dissenting: JUSTICE contract, primary the court’s construing When the of effect to intention give to ascertain and objective is (see O’Fallon, City Martin v. the parties (1996)) language the used as shown (1991)). (In If 144 Ill. 2d re Doyle, agree does address the the contract language event, cancellation specify ment’s duration as normally construed terminable at will. contract is Inc., 284 Prime Chicago, Bass v. Cable e.g., the contract in this language It case, however, things. do those specifically does continue in force shall provides enumerated conditions occur. indefinitely unless certain here, oc Where, is terminable as a contract See event, it is not terminable at will. currence of some Commodities, 766 First Traders v. Heinhold Commodity 1985) law). Al F.2d term though “may” us uses the before although right to terminate and describing Trim-Line’s agree it term or condition any includes “breach of events, the was ment” one of same terminating as Traders, true in First Commodity not ter held that the contract was specifically will. minable at
A reached in Trient Partners different conclusion was 704, Corp., I Ltd. Entertainment 83 F.3d v. Blockbuster case, majority. That 1996), Cir. cited If we are Texas, not Illinois. however, applied the law Illinois, jurisdictions going beyond to look California, speci- is being litigated, or whose law matter is we itself, why I do understand fied in the contract not certainly is no The law of Texas should fix on Texas. York, joins law of more than the New which persuasive against holding perpet- the public policy is to contracts inapplicable ual commitments contractual or cancel- one for termination provide such as this specified Payroll lation occurrence events. See Express Corp. Casualty Surety v. Aetna & (2d 1981); Faruki, 291-92 C. The Defense of Litigation: Survey Legal Terminated Dealer A Strategic Considerations, 46 Ohio St. L.J. n.8 Flexibility important majority commerce, as the important justifies observes, but it is not so that it excus- ing parties obligations. from their valid contractual Under here, the terms of the contract Trim-Line does to terminate the at will. appellate affirming dismissal Jespersen’s complaint should reversed, therefore be and the cause should remanded to the circuit court proceedings. I further therefore dissent. joins
JUSTICE BILANDIC in this dissent.
(No. 84156. THE PEOPLE OF THE STATE ILLINOIS, OF Appel- MELKY
lee, TERRY, Appellant. Opinion June Rehearing denied 1998. October