Xl Disposal Corp. v. John Sexton Contractors, Inc.

659 N.E.2d 1312 (1995)

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Nature of the Case

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Facts

Blair, attorney at law, secured for XL land upon which it operated two waste disposal facilities. XL agreed to compensate Blair for this past work. A letter from Blair to XL confirmed the agreement. XL was to pay Blair of his estate, upon his death, $5,000 every month, the amount increased annually by 6% from the letter’s date until XL ceased operating the two facilities. In June 1985, XL sold, subject to the lease, the assets of its Laflin Street facility to Sexton. Sexton agreed to pay $443,200 and to continue the payments to Blair. Sexton agreed to pay Blair $2,650 every month with the same 6% yearly increase from 1985 until the time Sexton ceased to operate Laflin Street. This promise was set out in an addendum in the previous letter from XL to Blair stating the deal, and that addendum was incorporated by and referred into the typewritten contract stating the terms of the asset sale. Blair was not a party to this addendum. Sexton stopped paying Blair in 1989 but continued to operate the facility. XL (P) sued Sexton (D) seeking a declaration that the asset sale contract obligated D to pay Blair. D claimed the P-Blair deal was fraudulent as based on past consideration, the agreement was an excessive legal fee, it was contrary to public policy as a contingent fee arrangement for Blair to lobby the City of Chicago for public contracts, it was the same deal for lobbying with P and an excessive fee agreement, and the promises of P-Blair were perpetual contracts and thus void. D filed counterclaims based on its affirmative defenses. Blair moved under 2-619(a)(9) to dismiss the counterclaims. Blair argued that D had no standing to challenge his contract with P and that the allegation that the payments were for something other than assets was barred by the parol evidence rule. Blair also claimed that the contract was not perpetual because the lease had a termination date. P moved for summary judgment with arguments the same as Blair used. Blair was granted a motion to dismiss, and P was granted summary judgment. D appealed; that court reversed and remanded. The appeals court then ruled that D had standing and the trial judge was wrong not to find the agreement invalid. The appeals court then ruled that the trial judge was free to review the reasonableness of the fees and award D any excessive fees it had paid to Blair. This appeal resulted.