PHL, INC. v. Pullman Bank and Trust Co.

(Nos. 96250, 96294 cons.

PHL, INC., al., et BANK Appellees, v. PULLMAN AND

TRUST COMPANY et al. (Judy Topinka, Baar Treasurer, INC., al., Appellant). PHL, et Appel — lees, v. PULLMAN BANK AND TRUST COMPANY (Pullman et Bank al. and Trust Company, Appel lant).

Opinion Rehearing June denied filed 2005. September 2005. KARMEIER, JJ., part. no GARMAN took FREEMAN, J., dissenting. (Gary General, Springfield Madigan,

Lisa Ahl- General, and Deborah L. Feinerman, S. Solicitor General, Chicago, of of strand, Assistant counsel), Judy Topinka. Baar for appellant DiCarlantonio, of and Pamela S.

Andrew B. David Felsenthal, Chicago, appellant & of for Sugar, Friedberg Company. Pullman Bank & Trust Chicago, Tighe, E. of Joseph William J. Harte appellees.

CHIEF JUSTICE McMORROW delivered the of the court: 8(b) Act provides

Section of the Court of Claims jurisdiction of shall over the Court Claims have exclusive upon any claims the contract against “[a]ll State founded into the State of Illinois.” 705 ILCS entered 505/ 8(b) (West 2000). At in this case is whether issue contract, claim for of which was plaintiffs’ breach Illinois, the of brought against the Treasurer of State State” as to come “against constitutes an action so court concluded that provision. appellate within this under (unpublished it did not. No. order 5—00—0206 23). follow, reasons we Court Rule For the Supreme reverse.

BACKGROUND 1982, Illinois In State of established the Illinois (Mortgage Program) Pilot Mortgage Program Insured development effort to economic within an stimulate Program Mortgage Although workings state. complicated, may general, said, are somewhat it be program implemented through the creation money, trust, of a funded with state from which loans enterprises were made to commercial various that had difficulty obtaining financing.1 conventional Program, including Mortgage

The details of the governing terms creation the trust and the man- trustee, ner in loans were to be made purchase agreement, embodied in a a trust indenture servicing agreement (collectively, Agree- and a ment). the Trust Agreement July 14, Trust was executed on acting through Illinois, State tino, Jerome Cosen with the concurrence of Governor Thompson, and James American National Bank and Company individually Chicago, Trust both and as Agreement, trustee. Under the terms of the Trust through and, state the sole owner of the trust estate Treasurer, directs the trust’s activities. Mortgage November connection with mortgage Program, a loan in amount first of $13.4 partnership million was made to an Illinois limited as the known CollinsvilleHotel Venture. The funds from partnership the a loan were used the finance hotel Illinois, in Collinsville, which is known Col- now as the Holiday mortgage 1983, In a linsville Inn. December first partnership, loan was made to another limited known as Venture, the President Lincoln Hotel in the of amount million. The funds from this loan used $15.5 Springfield, Illinois, finance the of a hotel in construction Springfield which is now known as the Renaissance Hotel. Mortgage original state for the

1The investment of funds of Program Deposit trust made under section the of was 221/2 (Ill. 1983, 130, par. 41a), general Moneys State Act Rev. Stat. ch. a time, Treasurer, which, provision authorized the at that state Governor, approval programs to invest state funds in Program Mortgage such trust. as the Throughout dif- had 1980s, both hotel ventures Mortgage obligations meeting their under ficulties Program result, restructured As a both loans were loans. dispute 1992, In a arose at least two occasions. on Patrick ventures and then-Treasurer between the hotel agree- regarding loan Quinn a term of restructured provide required each hotel venture ments which Mortgage yearly Program let- “reliance trustee with to declare The trustee Treasurer threatened ter.” they reli- the loans in default because believed they inadequate. In had received were ance letters against response, hotel filed suit ventures enjoin the of default. Treasurer and trustee to declaration County hotel court of Cook dismissed the circuit sovereign im- action based on the doctrine ventures’ munity. appellate 1994, court affirmed. In October One, Lincoln Venturev. Bank See President Hotel (1994). App. request The hotel for 3d 1048 ventures’ May rehearing appellate 5, denied court on was petition Thereafter, the filed a 1995. hotel ventures pending appeal court, leave to in which remained 1995. until October Judy Topinka 1994, Baar November defendant Illinois. After as- elected Treasurer of the State of

suming Topinka office, installed defendant (Pullman Bank) Company Pullman Bank and Trust Mortgage Program trustee of the trust. through continuing

Beginning December engaged part hotel ventures the first Topinka possibility discussions with Treasurer about purchasing the hotel loans from state. venture included the settle- terms of which were discussed sale litigation, which was still ment of the reliance letter ongoing discussions, time. result of these at that As a case, are two entities described in this having relationship” the record as a “business agreed purchase ventures, hotel to the hotel venture agreed buy PHL, Inc., loans. Plaintiff to the first mortgage relating Holiday loan to the Collinsville Inn for plaintiff million, while The $6.3 President Hotel Lincoln Corporation agreed pay acquire $3.7 million to mortgage relating Springfield first loan to the Renais- sance Hotel. April separate 19, 1995,

On entered into buy-sell agreements Bank, with Pullman as trustee of Mortgage Program purchase trust, the hotel agreements except venture identical, loans. were buyer purchase price. the name of the Joinders agreements signed by were hotel ventures and Topinka. buy-sell agreements expressly Both they being part, into, stated that entered settle litigation agreements the reliance letter and both provisions agreed contained in which the not to state pursue any against claims the hotel ventures relation Closing buy-sell agreements to the loans. on the set was for June 1995. signed buy-sell

After the Treasurer and trustee agreements, Attorney Ryan publicly General Jim stated agreements. that he would review the terms of the In July 1995, General announced that he approve agreements. buy-sell would not approval General’s decision to withhold grounds, rested on two the first of report prepared by group was financial. a University professors, of Illinois the combined value approxi- the two hotel venture loans was estimated at mately Thus, million to million. because the state $18 $19 only buy- total was to receive a million under the $10 agreements, sell General concludedthat the consideration the state to receive for hotel was venture loans and the settlement of the reliance letter litigation inadequate. Attorney for gave the General

The second reason buy-sell agreements of the was withholding approval Attorney the General opinion an letter issued found Att’y Op. 95— 10, 1995. 1995 Ill. Gen. No. July on See that Attorney General observed the opinion, 003. existed, did not authorize as it then Agreement, the Trust to loans Program mortgage trustee settle Mortgage the buy-sell full The an amount less than their value. for Therefore, Attorney the however, did so. agreements, concluded, Agreement unless the Trust amended, state, of the trustee would at the direction the the documents have no to surrender or execute necessary buy-sell agreements. close on the to Attorney General’s further observed that opinion did Agreement specify may Trust not who execute the on Agreement the consent to amend the Trust behalf of state, the the the nor form consent should take. At- noted, however, that torney General Governor’s ongo- “indispensable involvement was the creation and (1995 003, Ill. No. ing operation” Att’y Op. Gen. at 95— 7) and, further, Mortgage Program 1992, “that settled, outstanding a similar loan was the Gover- when signature authorizing nor’s was affixed to direction necessary the Trustee to execute the instruments to ac- Att’y 95— cept Op. the settlement.” 1995 Ill. Gen. No. 003, Moreover, General, according at 7-8. Agreement the Trust itself “that provides parties Agreement include the Trustee and State of Il- linois, ‘acting by through which is and its described as ” ***.’ ***, Treasurer with the consent of its Governor this, Att’y Gen. No. 8. From Op. at 95— that General concluded clearly contemplated parties that

“it was State, acting representatives purposes under Governor, Agreement, are and the Trust and the concurrence both the Governor and the that necessary to on Treasurer is validate actions taken hehalf Consequently, my State thereunder. it that both the Governor the Treasurer must authorize Agreement give amendment of the Trust their the proposed consent to transaction order effectuate it.” Att’y Op. 1995 Ill. 9. Gen. No. at 95— Because the had any Governor not authorized amend- ment of the Trust Agreement buy- or consented to the agreements, sell the Attorney General concluded agreements were invalid.

After the Attorney General made his views on the buy-sell agreements known, Topinka publicly indicated she disagreed with the financial agreements. assessment of the The Treasurer that, view, stated in her the buy-sell agreements repre- sented the best financial deal that could be made the state with to the hotel venture loans. Neverthe- less, Attorney General, based on the legal and because the had buy- Governor not consented to the agreements, sell the Treasurer declined close to on the agreements.

In ventures, Treasurer, October the hotel the Pullman Bank as Mortgage Program trustee, the and the agreement General executed an settling the reliance letter in litigation. Plaintiffs the case at bar settlement, not parties to this which did not refer- buy-sell agreement any ence the or sale hotel day venture loans. same that the settlement agree- reached, ment was hotel ventures withdrew their for leave in petition appeal to the reliance letter litiga- tion which was before this pending court. See President Co., Lincoln Hotel Venture Pullman Bank & Trust v. (1995) withdrawn). 2d 586 (petition for to appeal leave Approximately of two months after the settlement 29, 1995, litigation, the reliance letter on December of plaintiffs present filed action the circuit court County against Madison the Treasurer and Pullman In complaint, plaintiffs alleged Bank. their “unqualified possessed constitutional Treasurer authority” approve loans sale of the hotel venture Plaintiffs concurrence of Governor. without by adhering alleged that, further buy- failing legal opinion to close on “acting derogation agreements, the Treasurer was sell of duties abuse her discre- of her constitutional authority.” requested the circuit court Plaintiffs tion and perform “[o]rder her constitutional buy-sell provisions of the and to enforce the duties” agreements calling venture the state to sell the hotel loans. filing plaintiffs’ litigation which followed the of only lengthy and It is recounted here

suit was involved. presented ap- necessary in this to address issues peal. plaintiffs complaint, filed both the

After their dismiss, in Bank filed motions to Treasurer and Pullman they argued plaintiffs’ cause action was by sovereign immunity. barred maintained Defendants although plaintiffs’ that, suit for breach contract was against brought capacity, in her individual party the state in fact the real in interest because a judgment require in favor would the state to addition, divest itself of hotel ventures loans. merely agent because Pullman Bank was of the state only act and could at the direction the Treasurer with estate, that the trust defendants maintained any against against Bank also action Pullman 8(b) that, state. Defendants under section further noted (West (705 505/8(b) of the Court of Claims Act ILCS 2000)), jurisdiction the Court of has exclusive Claims brought against over claims the state breach of argued Thus, contract. defendants circuit court jurisdiction plaintiffs’ complaint lacked to hear and that properly belonged the suit in the Court of Claims. The circuit court denied defendants’ motions to dismiss. summary

Thereafter, the Treasurer filed a motion for judgment argued buy-sell agree- in which she ments were unenforceable as a matter of law both because the Governor had not consented them and they Attorney approval. because lacked the General’s argument buy- This latter was based on the fact that the agreements simply contracts, sell not also but settle- agreements conclusively ment which resolved the then- pending litigation. Citing reliance letter to Gust K. Newberg, Highway Authority, Inc. v. Illinois State Toll (1983), 98 Ill. 2d 58 the Treasurer maintained that it is prerogative Attorney pending of the General to settle litigation according in which the Thus, state involved. Treasurer, because the General had not portions buy-sell consented to the settlement of the agreements, the And, settlement was invalid. the Trea- argued, surer because the of the settlement reliance litigation buy-sell agree- was a material covenant to the agreements ments, the never themselves became valid contracts were therefore unenforceable. Pullman summary judgment Bank filed also a motion for arguments. raised similar response plaintiffs motions, to defendants’ filed a summary judgment, they

cross-motion for in which argued that the Treasurer had exclusive buy-sell agreements close on the approval buy-sell agreements of the was un- necessary. dispute Plaintiffs did not defendants’ conten- general, prerogative that, tion it is the of the litigation. plaintiffs However, General to settle state argued that, case, in this the settlement of the reliance litigation although separate letter October from buy-sell agreements, nevertheless rendered settle- portions buy-sell agreements ment irrelevant. Ac- cordingly, buy-sell portions because the settlement longer issue, were no at maintained not needed approval was specific performance court could order buy-sell agreements. denied argument, the circuit court hearing

After summary granted judgment defendants’ motions the circuit court ruling, In so cross-motion. plaintiffs’ nor the At- the Governor held that consent neither buy-sell necessary render was to torney General order, the court subsequent In a agreements enforceable. able to willing and ready, had been held that in buy-sell agreements obligations fulfill their under 13, 2000, court the circuit Finally, 1995. on March June The court ordered judgment plaintiffs. favor of entered Bank, as trustee and Pullman perform buy- trust, specifically Mortgage Program appealed. sell Defendants agreements. appellate court affirmed. opinion,

In a divided Supreme (unpublished order under No. 5—00—0206 23). defendants’ rejected Rule court appellate Court by sovereign suit was barred plaintiff’s contention that court observed immunity. appellate In so holding, immunity exception sovereign to the doctrine of an applies subject when the state officer who is his or her authority. ap- acts in excess of complaint pellate exception applicable court reasoned that had “back[ed] case at bar because the Treasurer on an obligation out of an based and, “relegat[ed]” had doing, improperly General” so her as Treasurer constitutional General. for leave to separate petitions defendants filed

Both were allowed and appeal petitions in this court. The were consolidated. appeals defendants’

ANALYSIS of 1970 abolished the The Illinois Constitution immunity “[ejxcept as the General sovereign doctrine of Assembly may provide by law.” Ill. XIII, Const. art. § 4. Pursuant its constitutional authority, the General Assembly reestablished sovereign immunity in the State (West Immunity Lawsuit Act. 745 ILCS et seq. 5/0.01 1998); City v. 74 Springfield Allphin, Ill. 2d 123 of (1978). Section 1 of that enactment states that “[e]xcept *** as provided in [an act] to create the Court of Claims the State of Illinois shall not be made a defendant or (West 1998). party any in court.” 745 ILCS The Court 5/1 Act, turn, of Claims in provides that the Court of Claims shall have jurisdiction exclusive over 11 against “[a] claims the State founded upon any contract entered into with (West 2000). 505/8(b) of State Illinois.” 705 ILCS they below,

As did in the courts defendants maintain complaint that plaintiffs’ is barred from the circuit court 8(b) by section of the Court of Claims Act. Defendants plaintiffs’ complaint contend that one is for breach of contract; that Pullman may only Bank act at the direc- tion of the and, therefore, the Treasurer’s ac- case; tions are the relevant of in focus this that inquiry complaint is, against fact, against in a judgment state because in plaintiffs’ favor would “operate to control the (emphasis actions of the State” omitted) (Currie (1992)) Lao, v. 148 Ill. 2d 158 forcing loans; to sell and, state the hotel venture therefore, plaintiffs’ complaint that be must heard Court of Claims.

Plaintiffs, do response, dispute not that their complaint contract, a breach of that alleges the Treasur- appeal, er’s actions should be the of that an focus or in their adjudication favor would cause the state to sell Nevertheless, plaintiffs the hotel venture loans. contend 8(b) is controlling section not at bar case because an im- exception sovereign the doctrine often munity, exception, referred to as “officer suit” is here. applicable

261 of the of- expression Illinois, leading historical Miles, 367 Ill. v. Schwing is found exception ficer suit (1937): 436 equity at or suit in is maintained the action law

“where department of a on he a officer or the director against State State, that, claiming ground while to act rights of the property and personal or invades violates plaintiff act, or under an as under an unconstitutional have, suit is he does not such sumption of (Noorman Department Public against State. v. not McGhee, 516; Buildings, Fitts U.S. supra; v. Works Lee, 196; Eagle id. White Oil and v. United States (S. Dak.) 614; Gunderson, 205 Refining v. N.W. Co. 397.) State, or presumption obtains A.L.R. thereof, not, not, does violate the department will violation, State, and laws of the but such constitution depart occurs, of a if it a State officer or the head State, may or head be ment restrained Schwing, and such officer by by proper action instituted a citizen.” Ill. at 441-42. 367 otherwise, it is said that when an action of a state Stated authority, an legal officer is undertaken without such ac- *** his status “strips [and] tion a State officer of official his not then the conduct of the regarded conduct is State, action him considered an action against nor is the against Tool v. Department the State.” Moline Co. of (1951). Revenue, 35, 410 37 long has a his- complex The officer suit exception in federal See tory, origination with its courts. McGhee, 172 441, citing 367 Ill. at Fitts v. U.S. Schwing, (1899); 535, 19 269 United States v. 516, 43 L. Ed. S. Ct. (1882); 171, Lee, 196, U.S. 27 Ed. 1 S. Ct. 240 see 106 L. 714, 123, L. Ed. 28 S. Young, Ex Parte 209 U.S. 52 also (1908). Illinois, exception In the officer suit has 441 Ct. protecting rights a of of been described as means plaintiffs: of his statu- act[s] defendant officer excess

“[W]here the free to be from authority, rights tory of outweigh the interest consequences of his action 262 sovereign immunity

State which is served doctrine.” Miller, Senn Nursing Park Center v. Ill. 2d (1984). (not Co., also See Moline Tool 410 Ill. at 37 all suits against “[s]uch state officers are barred because hold- a ing many would have blunted the effectiveness of guaranties by judicial preventing constitutional their enforcement”). (1986), v. Jones, Smith Ill. 2d 126 this court exception may

held that the officer raised, suit be as a general matter, in breach contract cases which would 8(b) otherwise under fall section of the Court of Claims Smith, 113 However, Act. Ill. 2d at 131-32. also court exception apply held that the does not when action plaintiff alleges which the ity was taken excess author- simply nothing is a breach of contract and more. (“The plaintiffs!’] complaint, Smith, 2d 113 Ill. at 132-33 alleges only thus, Director exceeded his author- ity breaching allegation a contract. an Such does not deprive protection the defendants of the bar sovereign immunity”). In bar, the case at cite defendants plaintiffs’ and contend that Smith cause of action is merely and, therefore, a breach of contract case exception inapplicable. officer suit is present however,

Plaintiffs, maintain that case According plaintiffs, case, unlike Smith. in this simply contract, Treasurer did not breach she also acted legal authority, specifically, of her excess given V, her under article section of the Illinois provision Constitution of 1970. That states: Treasurer, law, “The in accordance with shall be responsible for and safekeeping the investment of monies him, deposited and with and their securities for disburse- 1970, ment order upon Comptroller.” art. Const. y §18. allege complaint

Plaintiffs in their that the Treasurer derogation acted “in her duties” under of constitutional Attorney “adhering to the V, article section Thus, legal analysis opinion.” financial General’s applies contend, exception the officer suit court. belongs circuit properly their complaint not, fact, did that the Treasurer Initially, we note analysis of the financial Attorney adhere General’s to any has never been Indeed, there buy-sell agreements. that, General an- Attorney in this case after question findings report prepared by nounced the from the publicly of the Treasurer University professors, Illinois that, view, buy-sell agreements stated her financial deal that could be made for the state the best court, with to the hotel venture loans. circuit summary in its on parties’ order cross-motions judgment, “undisputed stated as an fact” “[t]he Buy-Sell Agreements closed on the or the parties never because, related on advice of the Agreements Settlement General, to do so.” On Attorney refused “[ajfter appeal, appellate agreed, stating court Agreements, into the the Treasurer declined entering act, upon based the advice contained in an let- (unpublished Supreme ter.” order under No. 5—00—0206 23). Court The lower courts’ statements of the facts Rule parties Thus, are not contested on appeal. derogation “in respect to whether the acted duties,” her must decide question constitutional we is to “adher[e] whether Treasurer’s decision *** V, legal opinion” General’s violated article section of the Illinois Constitution. answer question no. V, 18, is general grant authority. Article section in that forbids the Treasurer from Nothing provision receiving following or advice relating proper interpretation on a matter legal Treasurer, Accordingly, trust the fact that the documents. case, adopt legal in this chose to 264

opinion interpreting Agreement the Trust her as own authority given does not mean that she acted outside the to her the under constitution.2 express holding

Plaintiffs nevertheless concern that a in this case that the did Treasurer not violate the Attorney mean constitution would that the General right would have “veto over the Treasurer’s to enter into contracts to sell state investments.” We disagree. July Attorney noted, As General is- opinion sued an letter which he that reasoned buy-sell agreements because, were invalid in order for those take an effect, to amendment to the Agreement required Trust was and such an amendment Agree- made, could not be under the terms of the Trust itself, ment without the of the consent Governor. From perspective, the Treasurer’s General’s opinion persuasive authority legally was but it was not binding. Venture, See President Lincoln Hotel 271 Ill. App. Bonaguro County 1056; 3d at v. Electoral Officers (1994). opinion Board, Ill. 2d 399 not, 158 did legal stop taking sense, in a or block from the Treasurer disagreed

2The dissent states that the Treasurer with the At torney opinion “publicly letter and she General’s that character ” opinion ‘illogical’ ized the and Ill. 2d ‘unrealistic.’ at 277 (Freeman, J., dissenting). Although the dissent not does indicate statements, appears of the source Treasurer’s it that the dis plaintiffs’ sent allegation has taken them from an found in complaint allegation misquoted. and that has been In paragraph complaint, plaintiffs alleged 40 of July their that “on 11, 1995, press stating issued the Treasurer release ” University report ‘illogical’ Illinois and ‘unrealistic.’ added.) alleges (Emphasis Paragraph disagreed University with the financial offered assessment professors, disagreed of Illinois not that the Treasurer with the At torney addition, press letter. release plaintiffs’ complaint any described in was not mentioned in subsequent rulings we circuit court’s have been unable to locate it in the record. buy-sell agree respect

any action she wished with volition, fol Treasurer, decided to her own ments. The forgo Attorney General advice of the legal low in our deci Nothing closing buy-sell agreements. on the advice adopt in this case forces the sion gives General or entered invalidate contracts unilaterally authority the when, that holding simply is by into the Treasurer. Our legal to follow the case, the chooses as this Treasurer the regarding proper General Attorney advice of the documents, Treasurer does the interpretation trust V, article section 18.3 not violate of- addition, we that were we to hold that the note case, in this it would follow exception applies ficer suit adopt any legal the decided to every that time Treasurer Indeed, violating risk the constitution. advice she would dur- essentially point counsel conceded why this court. ing argument Explaining oral before in this improperly the Treasurer acted plaintiffs believe forgo 3The states decision to clos dissent that the Treasurer’s (216 “voluntary” ing buy-sell agreements 2d on the was not at (Freeman, J., dissenting)) repeatedly the At asserts that torney proceed the General “would not allow” Treasurer to (216 buy-sell agreements original) (emphasis the Ill. 2d at (Freeman, however, J., dissenting)). Notably, the dissent 275-79 Attorney the which the never identifies means General closing agreements. prevented the Treasurer from on the The clos doing is the that est the comes so dissent’s statement dissent “Attorney placed the in a General Treasurer situation where doing job, i.e., exercising she was to choose her her forced between Trust, judgment on financial matters with or follow ing unsought 216 Ill. 2d advice of a fellow state officer.” at 276 J., dissent, (Freeman, dissenting). words, according to In other “voluntary” actions not because she had to Treasurer’s legal decide whether or not to follow the General’s opinion. reasoning unpersuasive. This If the Treasurer chose then, definition, legal opinion, follow the General’s voluntary. her actions were responsi-

case, stated counsel that “the Treasurer had bility not to allow dissuade her from her contract.” But this assertion is unreasonable. placed position should be Treasurer not legal having to refuse to hear advice in order to avoid violating Important affecting the constitution. decisions of this finances state should not have to be made in a legal vacuum. appellate discussing below, court whether the authority, had exceeded her constitutional argument buy-

concluded that Treasurer’s that sell were ineffective without the Governor’s incorrect, consent was her was contention At- torney approval necessary because the buy-sell agreements litigation. settled reliance letter appellate conclusions, Based on these court deter- mined Treasurer had exceededher constitutional authority appellate because, stated, as the court she had agreements. buy-sell no not to execute Again, disagree. we

It settled a state is well officer’s erroneous grant delegated authority exercise of a broad of does not an constitute ultra vires act. As the United States Supreme Court has stated: statute, the powers

“[W]here officer’s are limited his beyond actions those limitations are considered individual sovereign doing and The officer not actions. is not busi- sovereign empowered has to do or he ness which him is doing way sovereign in a forbidden. it has His may actions are ulta vires his and therefore be object specific important made the of relief. It is to note granted, cases the relief can be such without only impleading sovereign, because of the officer’s lack delegated power. of A claim error in the exercise of of added.) power Lar- (Emphasis not therefore sufficient.” 682, Foreign Corp., & Commerce 337 U.S. son v. Domestic (1949). 1628, 1636, 689-90, 1457, L. Ed. 69 1461 S. Ct. bar, on express In the at we no whether case required effectu- was, fact, the Governor’s consent buy-sell agreements or whether ate the agreements approval needed because litigation agreements the state was in which settled accepting ap- note, however, that even We involved. holdings pellate correct, on these issues court’s ac- to the Treasurer’s that can be said with most (1) Agree- of the Trust is that she misread the terms tions requiring for an amend- ment as the Governor’s consent agreement not, in such consent was ment to that when (2) incorrectly required fact, believed that the she buy-sell agree- provisions settlement contained those ments were material covenants to provisions when, fact, were rendered irrelevant litigation letter in October the settlement the reliance interpreta- are errors of contract and trust 1995. These They V, tion. are not actions forbidden under article sec- they 18, and, hence, are not ultra vires acts. tion plaintiffs’ parties also contest whether cause of prospective action is relief one which seeks within meaning of this court’s decision in Bio-MedicalLaborato (1977). ries, Trainor, Inc. v. 68 Ill. 2d 540 As this court noted, has proposition Bio-Medical Laboratories “stands for the attempting plaintiff

that if a is not to enforce present against State, a claim but rather seeks to enjoin taking officerfrom future actions in excess State immunity delegated authority, prohibition of his then the pertain.” does not Ellis v. Board Governors State (1984); Colleges 387, Universities, & 102 Ill. 2d see Jordan, also Edelman v. 415 U.S. 39 L. Ed. 2d (1974) (drawing 94 S. Ct. 1347 a distinction between prospective retrospective relief in the context of sovereign immunity). Plaintiffs contend that their cause they present only of action is not a claim because seek compel action, i.e., to take future to close agreements. buy-sell Defendants, however, on the maintain plaintiffs’ that because action is one for breach contract, it necessarily seeks to enforce current or Thus, existing agreements. according defendants, plaintiffs’ cause of action cannot be viewed as simply seeking prospective relief.

The rule in stated Bio-Medical Laboratories is that sovereign immunity will not bar a cause of action in the circuit court where the plaintiff seeks to bar “a State of- ficer from future taking actions in excess delegated his added.) authority” (Emphasis Ellis, 102 Ill. 2d at 395. that, Because we have determined in case, this did any not take action in excess of her delegated, constitutional authority, we need not consider plaintiffs’ whether cause of action a present is claim or one which seeks prospective relief.

Finally, the dissent states that it is troubled this court’s approach question of “whether the Court provide remedy Claims can of specific perfor- (Freeman, J., mance.” 216 Ill. 2d at 282 dissenting). The dissent states that would appear “[i]t from the conclu- sion reached by this court the implicit answer to question (Freeman, J., is 216 Ill. 2d yes.” at 282 dis- senting). This statement is incorrect. in Nowhere this determination, has this court made any either or explicit implicit, remedy as to whether the of specific is performance available the Court of Claims. Our solely decision this case is limited to the question of whether the circuit had jurisdiction court to consider and, plaintiffs’ complaint specifically, whether the officer exception applicable suit in this case. The parties have remedy not briefed the issue of whether of specific Claims, performance is available the Court of and it is necessary not to decide that issue in order to resolve case.

CONCLUSION sovereign The officer suit to the doctrine of exception immunity inapplicable case. under the facts of this 8(b) control- Thus, the Court of Claims Act is section jurisdiction ling, hear court lacked and the circuit judgments Accordingly, plaintiffs’ complaint. of the appellate The cause is courts are reversed. circuit and to dismiss to the circuit court with directions remanded plaintiffs’ complaint. Appellate judgment reversed; court Nos. 96294— judgment reversed; circuit court with directions.

cause remanded part KARMEIERtook no JUSTICES GARMANand in of this case. the consideration or decision dissenting: FREEMAN,

JUSTICE judgments appellate The court reverses the jurisdic- case, and circuit courts in this held that tion over this cause rested in the circuit court of Madison County. join opinion, however, I in am unable to troubling aspects because I believe several of more this case have been overlooked in the court’s haste to jurisdiction rule that lies not in the circuit court but in my conclusory view, the Court of Claims. In the court’s analysis immunity sovereign to the issue of spirit exception is at odds with the officer suit sovereign immunity. today’s I doctrine of believe negative willing- impact will have a on the future private in ness citizens to do business Illinois with respectfully state officials and therefore dissent. sovereign immunity issue was first raised circuit court a motion to dismiss filed defendants. judge The trial he denied motion because believed inseparable that the case involved an combination of inap- issues, contractual and constitutional which were propriate issues for the Court of Claims to decide. The “ holding appellate agreed, [sover- alia, that, court inter immunity eign provide cannot a defense where the court if must determine a State acted in agent violation of statutory or constitutional authority.” law or excess of PHL, Co., Inc. v. Pullman Bank & Trust No. 5 — 97— 1998) (July (unpublished Supreme order under 23). Court Rule

The genesis of this suit was the 1982 establishment of the Illinois Insured Pilot Mortgage Program (Mortgage which, notes, Program), correctly as the court designed to stimulate economic development depressed areas within central and downstate State monies Illinois. trust, were used to create a lend money which would various commercial dif- enterprises experienced that had ficulty obtaining conventional The trust financing. agree- ment at issue in this case was executed the State of Il- linois, with the Treasurer directing the trust’s activities. Relevant here is the fact that the charged Treasurer was under this the statutory program responsibility overseeing the state’s investment. 1983, November 1982 and December two loans pursuant Mortgage Program

were made to differ- Unfortunately during years ent hotel ventures. the that ensued, difficulty meeting these borrowers had their obligations Mortgage Program financial under the loans. restructured, the eventually The terms of loans were but the of the disputes subsequently new arose over terms 1994, restructuring. As a result of the disputes, Judy discussions with Treasurer Baar plaintiffs began the Topinka regarding possibility purchasing the loans from the These discussions led to the creation of state. case. buy-sell agreements that are at the heart of this signed buy-sell agree- The Treasurer and the trustee time, 19, At Treasurer held April ment on 1995. agreement she explained a news conference where According it inure to the state. to and the benefits would date was to agreements, closing the terms of the be 30, on or before June 1995.

Shortly May thereafter, on At- Illinois 3, 1995, torney investigate General announced that he would propriety selling of the Treasurer’s of the loans to proposed closing would not take place completed. During until his review was the tenure “investigation,” plaintiffs told of the actions Attorney General with to his intervention buy-sell agreements into the and of the fact that the acquiescent Treasurer “was assertion that he would make the ultimate decision right proceed buy-sell agree- related to her with the Vyborny, Ap- ments.” Affidavit of Kathleen Defendants’ pendix, day closing, at A—117. The final June 30, passed without action. July

On 11, 1995, General announced “approve” agreements upon that he would not based University the financial advice of a team of of Illinois professors. date, On that same he also sent an Penny posi- State Senator Severns which he took the tion that the Treasurer does not have “the program create a sort, of this which extends to matters statutory far in excess of the Treasurer’s and constitu- Att’y Op. tional duties.” 1995 Ill. Gen. No. at 6. 95— publicly disagreed The with the General’s financial assessment of the be- agreements represented cause, view, in her the best financial deal that could be made the state with respect According to the initial hotel venture loans. proposed higher any record, sale was 20% than higher other offer loans, received for the than the 30% appraised higher June 1994 loans, value of the and 50% than the book value of those loans. As a result of the At- torney opinion, the deal was considered “dead.” Letter of Chief General, of Staff of the July Appendix, dated 1995, Defendants’ 11, at A—112. plaintiffs’ attorney, In a letter to in of the fact light to the future of the need to look spoke end, and to aid that “to that that the deal was dead and the current status of analysis this office in an please consider any proposal, of or future agreement clients, to allow us your on behalf of request you, our expense the books and to examine opportunity of the At- Letter of Chief of Staff records of both hotels.” 1995, General, 11, Ap- Defendants’ July dated torney thereafter, com- this lawsuit at A—112. Soon pendix, menced. deroga- acted in that argue

Plaintiffs perform in refusing duties of her constitutional tion holdings to divest the state’s agreement her binding agree- into entering after to the hotel ventures the doctrine of respond to do so. Defendants ments jurisdic- court of the circuit immunity deprives sovereign cause plaintiffs’ maintain that They cause. tion over this that, of contract case simple is a breach of action Claims. in the Court of such, brought it must be the state and against one an action is fact Whether of Claims in the Court brought that must be hence one parties, identification of the formal depends not on sought. relief and the the issues involved but rather on (1990). 295, prohibi- 2d 133 Ill. Healy Vaupel, v. “ to a party Illinois a making the State of ‘against tion nominally making an action evaded suit cannot be of the State when agents or the servants against one itself and when of Illinois the State against real claim is ” interested.’ vitally the party Illinois is the State of Kramer, 72 Ill. v. quoting 2d Sass 133 at Healy, (1978). immunity sovereign doctrine of 2d however, alleged it is when protection, “affords no or statutory in violation acted agent the State’s authority, his in excess of law or constitutional brought circuit may be an action those instances therein). (and cited cases Ill. 2d at 308 Healy, 133 court.”

273 “protect[ ] from The doctrine serves the State interfer- government performance in of the functions of ence its preserve[ ] its control over State coffers.” S.J. Groves (1982). 2d State, & Sons Co. v. exception The court that the holds officer suit sovereign immunity inapplicable doctrine of is here. In doing so, the notes that most that court “the can be said (1) with to the Treasurer’s actions she Agreement requiring misread the terms Trust agree- the Governor’s consent for an amendment to that required fact, not, ment when such in consent (2) incorrectly provi- she believed that the settlement buy-sell agreements sions contained in the were material agreements, provi- when, fact, covenants to those sions were rendered irrelevant the settlement of the litigation reliance letter in October 1995.” 216 Ill. 2d at 267. The court then concludes that these errors are “er- interpretation” rors of contract and trust and are not unconstitutional, ultra vires I acts. find this conclusion troubling rather under the facts of this case because this just questions case concerns than more mere of contract interpretation. my disagreement my matter,

As an initial with col- leagues facts, lies not recitation of I with which agree, interpretation but rather in the of those facts. way courts, Similar to the lower I am troubled Attorney General left the Treasurer with little though choice but to his follow even the Trea- agree very case, surer did not with Init. we have disagreement public between the General and steps protect the Treasurer as to what to take to Agreement. state’s interest in Trust It is clear from represented by the record that the Treasurer was counsel agreements plaintiffs. she when entered into the The record is also clear Treasurer did not seek input General’s into the matter. Had the opinion,

Treasurer wanted the it sought prior stands to reason that she would have it signing place. the first record clearly Attorney General, on his own indicates fray only initiative, the news entered into after accounts published impending the started to be about transaction. Attorney public posturing Indeed, the this question at the time in smacks more of sound-bite case politics legal than of acumen. As I true or even financial give explain, shall our constitution does not the At- state torney in the man- General over that was in this case. does the Trust ner exercised Nor give Attorney Agreement General the duties of Attorney oversight that the General unto himself. willed I that these concerns are what caused the lower believe rule that have addressed this issue to courts sovereign immunity does not lie under these facts. The Attorney makes that once the General record clear matter, Treasurer, into the for all intents entered “opted despite purposes out,” conviction that and her in the best financial interests the deal she brokered was establishes that the Treasurer of the state. record going she was to let At- did not act June because right torney her the ultimate decision on General make reviewing contemporaneous It is clear from to close. regarding the transaction that are contained statements willing ready in the record that Treasurer was buy-sell agreements, which she believed to execute the state, until the in the best interests be financial previously, Attorney As intervened. noted early May that were informed regarding the sale be made decision would ultimate part Attorney I is And it here where General. my colleagues company I do not believe because sovereign proper im- use the doctrine of that it munity The Treasurer under these circumstances. obligation by allowingthe At- violated her constitutional torney regarding make General to the ultimate decision the sale would be made. whether Agreement charge noted, As I the Trust does not Attorney any oversight responsibilities. General with Agreement The Trust names the Treasurer as the charged constitutional officer with such duties. The affirmatively despite having that, record demonstrates authority, Attorney it was the General who an- “approve” agreements. nounced that he would not closing Meanwhile, the Treasurer allowed date to pass regarding she while awaited the final word its legal, merits, both financial and from the purposes, Thus, General. for all intents it was the charge oversight General who took Agreement. Trust General’s review was completed July not until 1995, and it was at that publicly time that he announced that the Treasurer did authority not have the to make the transaction and that doing any statutory her so was in excess of of her or Attorney July constitutional duties. The General’s plaintiffs, requested 1995, letter to in which he the books expense and hotels, me, records both indicates to at Attorney taking least, that General was over a greater handling Agreement. in role of the Trust light Attorney above, General killed the legal buy-sell deal on the basis of his conclusion that the agreements were invalid and his conclusion that fiscally inadvisable for the state. These facts are recounted in the news accounts that were made part Attorney record, of which reveal that the day General on the that he announced that the deal was quoted saying, compre- “dead” careful, as “After a my hensive team, review both staff the U of I I *** conclude that it is not in the state’s best interest Ap- settle. It’s a bad deal for the state.” Defendants’ Attorney pendix, also took the at A—123. General position any arrangement made the Trea- loan approval.4 Contrariwise, at a surer would need his day, separate conference held on the same news quoted saying that she told the At- Treasurer was as accept torney not the numbers” General that she “could financially struck was and insisted that the deal she Ap- hope the state could for. Defendants’ most lucrative pendix, Clearly, establishes that record at A— 121. allow the Treasurer to General would not the proceed simply, the situa- this transaction. Stated log- at two constitutional officers tion we have at bar has gerheads to do what. The At- who has the over torney placed where a situation General doing job, i.e., her she was forced to choose between respect judgment exercising financial matters with her on following unsought of a fellow Trust, advice or the Treasurer’s ac- The court states that state officer. voluntary the At- because must be construed tions legally binding torney advice was not disagree disregard I because the tone it. she was free to suggest contemporaneous comments and tenor of repeatedly stated otherwise. The go through publicly without his deal not would approval. record indicate Indeed, letters contained Treasurer, General, who not that it was the expense records” with books and would examine “the question analysis agreement any or type proposal. any that this It would seem future statutory program important note that nowhere 4It approve loan Agreement spawned the Trust Attorney does the statute given General. Nor arrangements to the respect to oversight with Attorney with fiscal provide Rather, statutory under of the state. the best interests charged was Mortgage Program, framework responsibilities. with these exception suit to the

conflict would fall within the officer the circumstances here. doctrine at least with day Attorney On the General stated his opinion dead, the and announced that the deal was “illogi- publicly Treasurer characterized Attorney cal” and and likened the General’s “unrealistic” “reversing Super actions to the outcome of the Bowl on speculation Monday morning the basis of armchair from quarterbacks.” The further stated that the Treasurer agreements yet inexplicably valid, still followedthe opinion. The Treasurer’s colorful sporting analogy did in reveals that the Treasurer fact delegate only her duties to the General. The way Monday morning quarterback a can control the Super job outcome of the if Bowl is the officialswhose it by is to rule on calls allow themselves to be reversed oth- job Treasurer, ers. The whose it was to “make the call” in this case allowed herself to be reversed an official legal right who had no or constitutional to “make the type call.” This demonstrates the of constitutional derogation duty that both the lower courts this case why they were troubled ruled that the doctrine of sovereign immunity apply did not to this case. The court today chooses to characterize the Treasurer’s actions as purely voluntary, my I view, Treasurer, but do not. In “my at the occurred, time all of these events took a hands approach are tied” General’s interven- plaintiffs allege by taking approach, tion. The such delegated the her constitutional duties such way inapplicable sovereign as to render the doctrine of immunity. agree. I The record indicates that the Trea- surer believed the were valid and the At- torney wrong General was on a financial level. The constitutionally statutorily obligated Treasurer protect through the state’s assets and follow on her obligations. contractual

278 brief, that her actions in her Treasurer claims failing perform equated to the contract cannot be with violating any statutory duty. I her constitutional or argument, oversimplifies however, believe her matters to perform an extent—the Treasurer failed to the contract proceed because the General would not let her nothing prevent doing did him and she to from so. This Attorneys troubling specter raises the of our having power every to entered invalidate contract suggests officials his or her It also into state at whim. power “go General has the over head” of the Treasurer matters related to duties holding appear odds of her office. Such a would to be at our case law in this area. constitution, Under our current state the Treasurer responsible law, “in accordance with shall be for the safekeeping and securities and investment of monies § deposited V, with him.” Ill. Const. art. 18. Although precise provide our does not Constitution explanation duties, this has of the Treasurer’s court noted that pow-

“[i]n the absence of a constitutional definition of his primal of a treasurer are neces- ers and duties the functions duty of receiv- sarily implied. required perform He is ing safely keeping public and funds which are entrusted him, very of a statute. The name even absence regard obligation in this given to his office denotes his power duty and the implies the constitution it. Both the receiving safely keeping public funds entrusted to purview powers him and duties which are within the way upon the depend in his office and in no are inherent Assembly. of the General He can neither be duty.” People ex deprived power nor relieved of the Bank, Englewood Savings Trust & rel. Nelson v. West (1933). Moreover, Treasurer, under the terms of the Trust responsible Agreement, state officer was made the directing activities, a trust which was funded the trust monies. with state that she believed

Here, it is clear that and, until enter into authority to had the intervened, prepared Attorney General time the repre- it she believed the deal because to close on These get. state could deal the financial sented the best the Trust authority under her consistent with actions are as Treasurer. duties general and under her Agreement matter and into the stepped then Attorney General I it. opinions over and financial legal his asserted both signed agreements once the Treasurer believe that General for the it too late plaintiffs, validity agreements. of the to the his to offer legality about the had doubts Attorney General Had the would actions, approach the better of the Treasurer’s initiated, chief as the state’s him to have have been for injunctive preclude of action officer, type some legal how regarding a determination judicial the sale in which needed officers were this state’s constitutional many of fact, could be made. agreements these to authorize suggest that office’s “Guidelines” Attorney General’s in such of action to take course proper this is (“Statement Policy of the At- of appendix See instances. Furnishing Opinions, Written Relating General torney 1962”).5 regard- legal questions The Adopted March are, at to enter into the ing the only be resolved with that can day, questions end of the in which no give examples of situations 5The Guidelines four the four situations At least three of opinion will be issued. case, play in this includ guidelines arguably at are indicated (i) regarding of the exercise opinions not be furnished ing will (ii) requested unless a opinions should not be judgment, executive respect to the requesting it with party exists bona need fide (iii) duties, opinions should performance of his or her official questions of law important or of difficult not be furnished cases declaratory judgment action. See be made to a and resort should Relating (“Statement Policy General appendix 1962”). Adopted March Furnishing Opinions, Written 280 judicial

definitiveness branch. Attorney opinions are advisory in nature and are not binding upon the state or the courts. Bonaguro v. County Officers Board, Electoral 158 2d (1994); Ill. Scott, W. Role Attorney General’s Opinions Illinois, 67 N.W. (1972). L. Rev. Thus, we do not know whether Attorney General’s opinion is correct —the analysis used in today’s opinion is such that judiciary need never determine whether that opinion withstands scrutiny. See 2d at 266-67 (expressing opinion” “no as the cor rectness of the Attorney General’s opinion). Unfortu nately, the court’s treatment of this issue prevents our courts from addressing any of these important matters. primary upon case relies, which the court Smith Jones, v. (1986), 113 Ill. 2d 126 can be distinguished the plaintiffs there did not allege violation of the Indeed, law. the complaint recognized itself that the state official’s actions in question were done “pursuant letter [Lottery] Act and the regulations rules and thereunder.” (Emphasis in original.) Smith, 113 Ill. 2d at 132. The court in Smith stressed that allegations the complaint only the official exceeded his authority by breaching contrast, the contract. In the al legations here are that the Treasurer abdicated her authority to the Attorney General. Plaintiffs argue that the contract breached, was not because the Treasurer the following law, letter of the but was allowing, contrary to the constitution and her duty under the Mortgage Program, another state official to make calls that she alone had the and the discretion to make. Whereas what was, was involved in Smith in the words, court’s “simply a in drawing which the amount of prize money plaintiffs due the in dispute” (Smith, is 133), Ill. 2d at what is involved here is whether it is for proper a constitutional officer to her on pass duties to another constitutional officer. sovereign purposes previously, of one of the

As noted Ironically, immunity preserve the coffers. is the state’s to more to here does to invoke the doctrine court’s decision protect them. The record is than to harm those coffers replete to the state to the financial cost with references agreement maintaining reached the initial loans. The in many by and the had benefits— the Treasurer longer be state would no first of which was potential properties, had to for the liable hotel up to more The was also receive end money foreclosure. state by previously potential other

than was offered buyers. The mention of the current record contains no parties ap- loans, have not financial status of prised change any result, As there us of to that status. ignore no reason this court the record evidence is for namely, case, in this reached many benefits the state. Treasurer had financial they currently us, it is on the are before Based my facts sovereign immunity application belief that the goal serves, frustrates, rather behind this case than the doctrine. my simply view, court’s concludes

any in this errors made the Treasurer case constitute approach I to ad- errors of contract law. believe this fails plaintiffs’ arguments. question dress the crux of The interpret- not ing Treasurer made a mistake in whether the agreement. question Rather, a contract or a trust allowing duty by is whether the Treasurer abdicated her by Attorney her actions be dictated know- ing that the financial interests of the state were better by closing agreements. states served on court placed position “should that the Treasurer not be having legal to avoid to refuse to hear advice order violating 2d at I am not the constitution.” 216 Ill. 266. advocating position putting “refusing legal in this to hear advice.” case did not have to “refuse to hear” the Attorney- advice, but she did have an obligation refuse advice that when she believed that advice follow was not in the best interests state. record makes clear that and publicly openly disagreed with the every on level—she believed that her with were valid and that deal the financial interests of the state. When such amongst conflicts arise constitutional officers, for the solution is not one to “back down” to the other seemingly today. as the court I suggests am case, root, concerned this I about because believe at represents ability of our citizens to trust have faith in They the actions of our public officials. need to trust, example, for when dealing a state treasurer these, such negotiations that another constitutional officer will be able “kill” not the deal with such unfet- tered power. Today’s opinion certainly allay does not fears that dealings with state officials not fair and are evenhanded.

I also find another aspect court’s troubling. The court that proper Illinois Northern Illinois, Regents v. Board Inc. Edgar, Brucato v. (1993); University, 3d 599 App. (1984). differing opinions Given App. 128 Ill. 3d questions fact that issue and the exist on this it, I order would argument raised at oral that our opinion the matter so briefing on additional clearly important issue. on this speak this case would above, join my col- I unable to light am dissent. respectfully leagues’ opinion

APPENDIX OF STATEMENT POLICY OF THE ATTORNEY GENERAL RELATING TO FURNISHING WRITTEN OPINIONS 29,1962 March Adopted General of the State of Illinois makes the following statement ofpolicy relating give constitutional written statutory duty opinions.

A. Persons Whom Be Issued Opinions Will 1. Attorney General will furnish written as law opinions required by to the and other appointed upon Governor elected and State officers or legal constitutional to the duties questions relating officers, of those respectively. Attorney 2. The General will furnish written officers of opinions to the either ofthe and Assembly branch General and cliairpersons minority spokespersons of committees thereof on matters relate to their duties such. Attorney 3. Tlie General with and will consult advise the several State’s Attorneys in matters to the duties of and will relating their offices furnish written opinions Attorneys Statete matters to their official relating duties, when appropriate. Attorney 4. The General is not authorized to furnish opinions written of, or attorneys for, corporations, officers public municipal corporations, or townships other subdivisions of the absence of political State, statutory therefor. specific authorityproviding 5. Attorney Hie General is not authorized to furnish to private persons opinions entities. or B. Font! in Which Should Be Made Opinion Requests must be of a letter Requests

1. in the form and addressed Attorney General, Bureau, attention 500 South Opinions Street, Springfield, Second 62706. Illinois complete and a clear, question a concise law requests 2. All must contain issue legal the situation out of which the describing statement of the facts question seek facts or infer the arises. The General will not out the Attorney a whom the requests person from enclosed All should name correspondence. contact to may request staff of die General discuss Attorney directors, heads or officers, made Requests by chairpersons, 3. executive by commissions, boards, agencies and executive secretaries of departments State, Assembly and its committees and by officers of the General such by must be or endorsed Attorneys signed commissions and State's by officers. must also be from under the of the Governor Requests jurisdiction 4. officers office, in accordance with his policy. forwarded his through Will Be Issued C. Situations in Which No Opinion the exercise of Attorney opinions regarding will not furnish 1. General discretion, questions or nor on of fact judgment executive scheduled for Attorney opinions questions 2 The General will not furnish on determination courts. by the party unless a need exists opinion requested 3. No should be bonafide or official duties. performance itwith of his her requesting should question law, a officials important 4. For difficult particularly action and the practicable, Attorney resort to whenever declaratory judgment be more may may recommend this or other courses of action that than the issuance of an appropriate D. Miscellaneous Provisions and interested or other private parties

1. Officers requesting opinions and other may policy submit memoranda of law governmental agencies Attorney statements and for the consideration General. Such material material should be submitted to the attention of die Bureau Opinions General. Attorney office of the Springfield opinions signed by 2. All official General are Attorneys General. and other letters Assistant opinions signed by Informal General are opinions not official opinions Springfield. 3. All are on file in the General's office 4. These guidelines do not Attorney General as etseq.). 705/1 (815ILCS administrator of apply to the furnishing Franchise Disclosure Act of interpretive opinions 5. In order for the to act in the public best interests of the State, all guidelines subject are to exception where special circumstances can be exception shown to warrant an note that Please it is very helpful for the General to be apprised of all background information to an relating opinion request Further, any relating information practical any particular question posed resolution of a should a request be included with effect for an opinion. notes tribunal adjudication of of this claim is the Court Claims. here, however, seeking specific performance. Plaintiffs are During argument, parties oral whether asked remedy Court of Claims can of provide specific performance. It appear would from the conclusion reached this court answer to that implicit question Claims, however, of yes. Court has persistently recognized equitable it cannot grant (see relief v. University Garimella Board Trustees (1996) (and Illinois, Ct. Cl. 350 cases cited of therein)) despite pronunciations by this court our appear appellate contrary court would to take Colleges view. See Ellis v. Board State & Governors of Universities, (1984); Management 102 Ill. 2d 387 Ass’n of

Case Details

Case Name: PHL, INC. v. Pullman Bank and Trust Co.

Court Name: Illinois Supreme Court

Date Published: Jun 3, 2005

Citation: 836 N.E.2d 351

Docket Number: 96250, 96294 cons.

Court Abbreviation: Ill.