La Salle National Bank, trustee under a land trust, claimed that it had entered a contract to buy real estate from Mel Vega. The document, drafted for the bank, was signed by the purchaser’s agent and later by Mel Vega, but it was not signed by La Salle as trustee. Its rider stated that, after the seller signed, the document would be presented to the trust for “full execution” and that “[u]pon the trust’s execution, this contract will then be in full force.”
After Vega’s death, the bank sued Vega’s estate and related trustees for specific performance and damages for intentional breach. Jerold Borg intervened, asserting his own competing contract to purchase the same property. Borg sought partial summary judgment declaring the bank’s alleged contract unenforceable. The circuit court granted that motion, concluding that no contract had formed because the trustee never signed the document. It entered judgment for the defendants on the bank’s complaint and later denied rehearing. The bank appealed.
Issue #1
Whether a genuine issue of material fact existed as to whether La Salle, as trustee, had executed the alleged real-estate sale contract.
Holding
No. The bank’s own verified pleading judicially established that the attached, unsigned-by-the-trustee document was the contract on which it relied.
Reasoning
A party suing on a written instrument must attach the instrument to its complaint, or, if it cannot be obtained, file an affidavit explaining why it is inaccessible. La Salle attached the document it called a “true and correct copy” of the contract underlying its claim. That exhibit bore the signatures of the purchaser’s agent and Mel Vega, but no signature by La Salle as trustee.
A factual statement admitted in a verified pleading is a judicial admission. It removes that fact from dispute and eliminates the need for opposing parties to prove it. Because La Salle verified that its exhibit was a true and correct copy of the operative instrument, it could not create a factual issue by relying on deposition testimony suggesting that an executed trust copy might conceivably have existed but was misplaced.
The bank’s evidence was speculative in any event. Its trust-file records contained neither an executed copy nor a notation that the contract was presented to or signed by the trustee. Although a realtor believed he had delivered an executed copy to Vega, no witness produced one. Thus, the record did not undermine the binding effect of the bank’s pleading.
Issue #2
Whether Mel Vega and La Salle formed a binding contract even though La Salle, as trustee, never executed the document.
Holding
No. Vega’s signature created an offer that the trust could accept only by executing the document, and the trust never accepted in the required manner.
Reasoning
Contract formation requires an offer, acceptance, and consideration. An offer exists only when one party gives the other the legal power to create a contract through acceptance. The parties’ document expressly set out a sequence: the purchaser’s agent would sign and present it to the seller; the seller would sign; the document would then be presented to the trust; and only “[u]pon the trust’s execution” would it become “in full force.”
Under that language, the agent’s initial presentation to Vega was not an offer capable of acceptance because Vega could not make the agreement binding merely by signing. When Vega signed and returned the document, however, he made an offer on the stated condition that La Salle, as trustee, execute it.
An offeror may prescribe the exclusive method of acceptance. Here, the text plainly made execution by the trustee the required mode of acceptance. Since the trustee did not sign, it did not accept Vega’s offer, and no contract arose. Summary judgment was therefore proper because the material facts concerning formation were undisputed.
The bank’s argument that the land-trust beneficiaries, through their agent, could bind the trust did not alter the result. Even assuming the agent generally had authority to make a binding agreement, the parties specifically chose to require the trustee’s own execution before this agreement would take effect. The court would not rewrite that deliberate language based on an asserted misunderstanding of Illinois land-trust law.
The bank’s mutuality arguments also missed the point. The alleged agreement failed not for lack of consideration or mutuality of obligation, but for want of acceptance. Filing a suit for specific performance cannot itself accept an offer, particularly where the offer expressly requires acceptance through execution by the trustee.