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25 August 2000

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JUSTICE RAPP delivered the opinion of the court:

Third-party respondent, Platinum Technology, Inc. (Platinum),a Delaware corporation, appeals the trial court's granting ofsummary judgment in favor of petitioner, Susan D. Devick. Platinumargues that (1) the trial court lacked subject matter jurisdiction,and (2) the trial court erred in granting summary judgment inSusan's favor. We affirm.

The record indicates that a judgment of dissolution ofmarriage was entered on April 16, 1996, between Susan D. and StevenD. Devick. A marital settlement agreement entered into by theparties was incorporated into the judgment of dissolution ofmarriage. Pursuant to the marital settlement agreement, Susan wasto "retain, as her sole and separate property free and clear of anyand all rights, claims or interests of [Steven,] * * * 127616shares of Platinum Technology, Inc. stock." Steven was required toaccomplish the transfer of the Platinum shares of stock within 30days. The interest in Platinum was jointly acquired during theparties' marriage, and Steven was a corporate director of Platinum.

On June 4, 1996, Susan received the stock certificaterepresenting 127,616 shares of Platinum stock. The stockcertificate contained the following restrictive legend:

"The shares represented by this certificate may not beoffered, sold, pledged, exchanged, transferred or otherwisedisposed of or encumbered, nor may any offers or agreementsrelating thereto be made, at any time prior to the datePlatinum Technology, Inc. (the 'company') shall publiclyrelease a statement of the company's consolidated financialresults for the quarterly period ending June 30, 1996."

Susan then learned that Steven, as a director of Platinum, hadentered into affiliate agreements on March 8, 1996, as part of amerger with two other corporations, which provided as follows:

"Affiliate agrees not to transfer (except as may bespecifically required by Court Order) or otherwise dispose ofor encumber the buyer shares or any new shares (as hereinafter defined) or to make any offer or agreement relatingthereto at any time prior to the expiration date."

Susan was not informed of these restrictions prior to the entry ofthe judgment of dissolution of marriage.

On July 1, 1996, Susan filed a petition to enforce thejudgment of dissolution of marriage seeking to obtain unrestrictedshares of Platinum. On July 16, 1996, Susan filed an emergencypetition seeking the same relief and alleging that Platinum may bea necessary third-party defendant to the case. On that same date,the trial court entered an order providing that Platinum may benamed as a third-party defendant in this case.

On December 11, 1996, Susan filed a first amended petitionagainst Steven and Platinum seeking the removal of the restrictionon her shares. On March 10, 1997, Susan filed a supplemental firstamended petition against Steven and Platinum, again seeking theremoval of the restriction on her shares.

On November 10, 1997, the trial court denied Platinum's motionfor a judgment on the pleadings and ruled that it had jurisdictionover Platinum. The trial court denied Platinum's motion forreconsideration and/or clarification on December 27, 1998.

On June 12, 1998, Susan filed a motion for summary judgmentalleging that Platinum had violated section 8--401 of the UniformCommercial Code - Investment Securities (Uniform Commercial Code orUCC) by refusing to transfer the shares of stock to her withoutrestriction. 810 ILCS 5/8--401 (West 1998). Susan subsequentlyamended her motion for summary judgment, making the same argument.

On June 15, 1998, Platinum filed a cross-motion for summaryjudgment, arguing that it was not liable to Susan because theaffiliate agreements executed by Steven entitled Platinum torestrict the sale of the shares of stock being transferred to Susanuntil the publication of Platinum's second quarter 1996 results.

On May 4, 1999, the trial court granted Susan's motion forsummary judgment and denied Platinum's cross-motion for summaryjudgment. The trial court then entered judgment against Platinumand in favor of Susan in the amount of $719,936, representingSusan's loss resulting from Platinum's failure to issueunrestricted stock.

On September 17, 1999, the trial court denied Platinum'smotion to reconsider. Platinum timely appealed.

I. SUBJECT MATTER JURISDICTION

Platinum contends that the trial court lacked subject matterjurisdiction. We review a trial court's determination regardingsubject matter jurisdiction de novo. City of Marseilles v. Radke,287 Ill. App. 3d 757, 761 (1997).

Susan argues that Platinum has waived this issue byadjudicating its rights before the trial court to a final judgmentwithout objecting to jurisdiction. Susan also argues that Platinumhas waived this issue by failing to specify the applicable November10, 1997, order in its notice of appeal.

The record is clear that Platinum objected to subject matterjurisdiction in the trial court before having its rightsadjudicated in the trial court to a final judgment. In any event,the issue of subject matter jurisdiction cannot be waived. Curriev. Lao, 148 Ill. 2d 151, 157 (1992). Moreover, even if aparticular order is not specified in a notice of appeal, it isreviewable if it was a step in the procedural progression leadingto the judgment specified in the notice of appeal. Burtell v.First Charter Service Corp., 76 Ill. 2d 427, 435-36 (1979). Wewill therefore review Platinum's claim that the trial court lackedsubject matter jurisdiction.

The essence of Platinum's argument is that a court in thedomestic relations division hearing a marital dissolutionproceeding may only hear and rule upon matters specifically setforth in the Illinois Marriage and Dissolution of Marriage Act(Act) (750 ILCS 5/101 et seq. (West 1998)). Thus, according toPlatinum, the trial court lacked jurisdiction to hear claimsconcerning an alleged violation of the Uniform Commercial Code. Wefind no merit in Platinum's argument.

Subject matter jurisdiction "refers to [a] court's power tohear and determine cases of the general class or category to which[the] proceedings in question belong." Black's Law Dictionary 1425(6th ed. 1990); People ex rel. Scott v. Janson, 57 Ill. 2d 451, 459(1974). The distinction between courts of law and equity has beenabolished under the 1970 Illinois Constitution, and our courtsystem is now a unified one with original jurisdiction ofjusticiable matters. Ill. Const. 1970, art. VI,