Reese v. Forsythe Mergers Group, Inc.
Case Date: 06/20/1997
Court: 2nd District Appellate
Docket No: 2-96-1144
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_________________________________________________________________ IN THE APPELLATE COURT OF ILLINOIS SECOND DISTRICT _________________________________________________________________ ROGER REESE, ) Appeal from the Circuit Court ) of Kane County. Plaintiff-Appellant, ) ) No. 94--L--1031 v. ) ) FORSYTHE MERGERS GROUP, INC., ) and GERALD FORSYTHE, ) ) ) Defendants-Appellees ) ) Honorable (Glen Marino, Guy Courtney, and ) Pamela K. Jensen, The Machaira Group, Defendants).) Judge, Presiding. ______________________________________________________________ JUSTICE COLWELL delivered the opinion of the court: Plaintiff, Roger Reese, appeals from the trial court's order granting the defendants' motion for summary judgment pursuant to counts I, III, and IV of his complaint and the court's granting the defendants' section 2--619 motion (735 ILCS 5/2--619 (West 1994)) to dismiss pursuant to count V of his complaint. The trial court determined that a binding agreement did not exist between Reese and the defendants and that the alleged partial performance by the parties was insufficient to take any oral agreement out of the statute of frauds (740 ILCS 80/1 et seq. (West 1994)). Further, the trial court found that there was no factual basis to support Reese's allegations that a fiduciary duty existed between defendant Gerald Forsythe and himself. On appeal, Reese contends that the trial court's ruling is erroneous because a genuine issue of material fact exists regarding each of the counts in his complaint. We affirm. The parties in this action were involved in an investment project that never materialized. The record shows that Reese knew Guy Courtney, an employee of Barron Chase Securities and president of the Machaira Group, Inc. (TMG), through Reese's investments in TMG. Courtney knew defendant Gerald Forsythe through Forsythe's investments in TMG. Late in 1993, Courtney met with Forsythe to discuss the formation of a "blank check" company. The purpose of the company was to fund an acquisition of a financial institution. Forsythe stated that he would be interested in investing "if the proper people could be put together." The blank check company became known as Forsythe Mergers Group (FMG). Thereafter, Courtney met with Reese about his possible investment and participation in FMG. Reese was the president and CEO of Market Dimensions, Inc. (MDI), as well as an employee. As an MDI employee, Reese consulted with banks relative to market research issues and provided computer services to these banks and savings and loans institutions. Reese also had experience with initial public offerings (IPOs) similar to the one planned for FMG because he had put together an IPO while working for Amcore Financial in 1986. During the period that he was involved with FMG, Reese remained employed with MDI. At the meeting, Reese and Courtney discussed FMG and the IPO. Reese testified in a deposition that he and Courtney orally agreed that Reese would be "a principal of Forsythe Mergers Group, *** assuming [Forsythe] would approve the deal." Reese said that he was told more than once that the entire deal depended upon Forsythe's approving the deal and his signing onto it. Reese began working on the project. He reviewed prospectuses of two other deals similar to the one that FMG was attempting to complete, wrote a report after researching the pricing of banks and recent transactions, and provided projections concerning FMG based upon other similarly typed companies. Meanwhile, Courtney forwarded Reese's r |