First Chicago v. Industrial Comm'n
Annotate this Case
February 10, 1998 No. 1-97-1116WC
IN THE
APPELLATE COURT OF ILLINOIS
FIRST DISTRICT
INDUSTRIAL COMMISSION DIVISION
FIRST CHICAGO,
Appellant,
v.
THE INDUSTRIAL COMMISSION et al.
(Sharon Skalon, Appellee).
)
)
)
)
)
)
)
)
) Appeal from the Circuit
Court of Cook County.
No. 96-L-51004
Honorable
Joanne Lannigan,
Judge, Presiding.
JUSTICE COLWELL delivered the opinion of the court:
Respondent, First Chicago, appeals from an order of the
circuit court of Cook County dismissing respondent's judicial
review of the Industrial Commission's (Commission) order awarding
benefits to claimant, Sharon Skalon, under the Workers'
Compensation Act (Act) (820 ILCS 305/1 et seq. (West 1996)). The
circuit court held that it lacked subject-matter jurisdiction to
review the Commission's decision. We reverse and remand with
directions.
FACTS
The facts are undisputed. On June 27, 1995, an arbitrator
entered an award in claimant's favor. On June 10, 1996, the
Commission partially modified, but otherwise affirmed, the
arbitrator's decision. On August 12, 1996, the Commission issued
a corrected decision. Respondent claims, and claimant does not
argue otherwise, that it received the Commission's decision on
August 19, 1996.
On September 9, 1996, respondent timely filed documents in the
circuit court of Cook County, including an appeal bond, to
institute the judicial review of the Commission's decision. The
appeal bond was signed as follows:
First Chicago
/s/ John A. Bradley
As principal
Safeco Insurance Company of America
/s/ Theodore C. Sevier, Jr.
As surety
Theodore C. Sevier, Jr., Attorney-in-Fact
On October 9, 1996, claimant filed a special and limited
appearance and a motion to quash summons and dismiss the action.
Claimant argued that the bond was insufficient to bind respondent
because it was not signed by Mr. Bradley as an officer of
respondent and did not indicate that Mr. Bradley was authorized to
execute the bond on respondent's behalf. Claimant also complained
that claimant's original summons erroneously referred to the June
10, 1996, Commission decision and contained an erroneous return
date. Accordingly, claimant argued that respondent failed to
comply with the 20-day statutory review period under section
19(f)(1) of the Act because an amended summons referring to the
corrected decision date with a proper return date was not filed
until October 15, 1996. On December 16, 1996, respondent filed its
brief in response to claimant's motion wherein respondent
identified Mr. Bradley as respondent's vice president - management
of corporate insurance and as respondent's authorized agent.
In its decision, the circuit court made no findings of fact
regarding Mr. Bradley's authority to bind respondent. Instead, the
circuit court stated a single legal conclusion--Mr. Bradley signed
the bond individually. The circuit court rejected claimant's
argument under section 19(f)(1) regarding the decision date and
return date in the original summons but granted the motion to quash
based on Mr. Bradley's failure to identify his authority and
dismissed the case for lack of subject-matter jurisdiction.
Respondent timely appealed.
ANALYSIS
When the facts upon an issue are undisputed and susceptible to
but a single inference, as in this case, the issue is a question of
law, and the circuit court's decision is not binding on this court.
See Caterpillar Tractor Co. v. Industrial Comm'n, 129 Ill. 2d 52,
60 (1989). Accordingly, based upon the undisputed facts in this
case, we review the circuit court's decision as a question of law.
I. SECTION 19(F)(2)
A. Identification of Individual Signing Appeal Bond
In this case, we do not know Mr. Bradley's status with or
relationship to respondent. The record contains no evidence
identifying Mr. Bradley, and respondent's identification of Mr.
Bradley as an officer in its brief in response to claimant's motion
to dismiss is simply not evidence. As a result, we do not know
whether Mr. Bradley is respondent's officer or someone else. Thus,
the first issue is whether an individual signing an appeal bond
(820 ILCS 305/19(f)(2) (West 1996)) on behalf of a corporate
respondent must identify on the appeal bond his or her status as an
officer of the corporation in order to invoke the subject-matter
jurisdiction of the circuit court under section 19(f)(1) of the Act
(820 ILCS 305/19(f)(1) (West 1996)). We find section 19(f)(2) does
not contain such a requirement.
The primary rule of statutory construction is to ascertain and
give effect to the intention of the legislature, and that inquiry
appropriately begins with the language of the statute. People v.
Woodard, 175 Ill. 2d 435, 443 (1997). In this case, section
19(f)(2) provides in pertinent part: "No such summons shall issue
unless the one against whom the Commission shall have rendered an
award for the payment of money shall upon the filing of his written
request for such summons file with the clerk of the court a bond
conditioned that if he shall not successfully prosecute the review,
he will pay the award and the costs of the proceedings in the
courts." 820 ILCS 305/19(f)(2) (West 1996).
Furthermore, where an enactment is clear and unambiguous, the
court is not free to depart from the plain language and meaning of
the statute by reading into it exceptions, limitations, or
conditions that the legislature did not express. Woodard, 175 Ill. 2d at 443. Similarly, when the legislature is silent, a court may
not fill a void through judicial interpretation. Gabriel Builders,
Inc. v. Westchester Condominium Ass'n, 268 Ill. App. 3d 1065, 1068
(1994).
According to the plain language of the Act, section 19(f)(2)
only requires that the bond be executed by the party against whom
the award has been made (Deichmueller Construction Co. v.
Industrial Comm'n, 151 Ill. 2d 413, 414 (1992)), and, in this case,
that party is First Chicago. Thus, while the better practice may
be for an individual to always identify his or her status as an
officer of a corporate respondent when signing an appeal bond on
the corporation's behalf, section 19(f)(2) does not require that
the signing individual identify on the bond his or her office, and
we decline to add such a condition.
B. Evidence of Authority Outside 20-day Period
The second issue then is whether a corporate respondent may
present evidence after the expiration of the 20-day statutory
review period under section 19(f)(1) of the Act to refute an attack
on the signing individual's authority to bind the corporation. In
other words, if the individual signing the appeal bond on behalf of
the corporation did not identify his or her status as an officer of
the corporation and the claimant attacks the appeal bond after the
expiration of the 20-day statutory review period, may the corporate
respondent submit evidence, such as an affidavit, identifying the
individual's corporate office and authority to bind the
corporation. The answer is yes.
In the line of cases involving attorneys signing appeal bonds
on behalf of respondents, each of the respondents filed affidavits
after the expiration of the 20-day period. See Deichmueller, 151 Ill. 2d 413 (respondent filed affidavit ratifying attorney's
actions outside 20-day period); Berryman Equipment v. Industrial
Comm'n, 276 Ill. App. 3d 76 (1995)(respondent filed affidavit with
reply in support of motion to reconsider order dismissing judicial
review); Illinois Armored Car Corp. v. Industrial Comm'n, 205 Ill.
App. 3d 993 (1993)(respondent filed affidavit confirming attorney's
authority outside 20-day period). Similarly, in Lee v. Industrial
Comm'n, 82 Ill. 2d 496 (1980), two partners filed a second bond
after the expiration of the 20-day period. Accordingly, respondent
should be permitted to present evidence identifying Mr. Bradley's
status as an officer in order to prove the sufficiency of the
appeal bond.
We note that the interests of justice further support our
position on this issue. If we did not allow a corporate respondent
to submit evidence outside the 20-day statutory review period to
refute an attack on an individual's authority to sign an appeal
bond on behalf of the corporation, the claimant would always wait
until the 20-day period expired and then attack the appeal, as in
this case. The respondent would not be able to prove the signing
individual had authority even if that person did possess the
appropriate authority. The respondent would then be punished
because the individual did not identify his or her corporate office
even though the Act does not contain such a requirement.
C. Effect of Signing Individual's Identity on Motion
Even though respondent may file evidence after the expiration
of the 20-day period, our inquiry continues. The signing
individual's identity ultimately controls the outcome of the motion
to dismiss the appeal.
For instance, if the evidence is filed outside the 20-day
period and the signing individual is the respondent's attorney, the
appeal should be dismissed. See Berryman, 276 Ill. App. 3d at 76
(an attorney who signs an appeal bond "as principal" in lieu of a
corporate officer for a corporate respondent must attach to the
appeal bond and file the written authority conferred upon the
attorney by the party within the 20-day statutory review period to
invoke subject-matter jurisdiction under the Act); see also
Deichmueller, 151 Ill. 2d 413; Illinois Armored Car, 205 Ill. App.
3d 993.
Conversely, if the evidence is filed outside the 20-day period
and the individual is a partner, the appeal should not be
dismissed. See Lee, 82 Ill. 2d 496. In Lee, respondents, Eugene
Lee and Jack Onofrey, partners doing business as LeJac's, sought
judicial review in the circuit court of an adverse award in the
Commission. Lee, 82 Ill. 2d at 496-97. One of the partners signed
the bond as principal and the other signed as surety. Lee, 82 Ill. 2d at 498. The claimant moved to dismiss maintaining the bond was
not in proper form, and the circuit court, on March 13, 1980,
granted the claimant's motion. Lee, 82 Ill. 2d at 498. The
respondents subsequently filed a motion to vacate on April 11,
1980, and in conjunction with the motion they submitted another
bond in proper form which they both signed as principals with a
third person as surety. Lee, 82 Ill. 2d at 499. The circuit court
denied the motion and refused the second bond. Lee, 82 Ill. 2d at
498.
The supreme court reversed the circuit court's ruling because
the bond was signed by one of the two partners, and, thus, was
signed by the party against whom the award was entered. Lee, 82 Ill. 2d at 498. As a result, the supreme court remanded the matter
to the circuit court with directions that the circuit court
determine the sufficiency of the second bond, even though it was
filed outside the 20-day statutory period. Lee, 82 Ill. 2d at 501.
If the circuit court found the bond was sufficient, it was to
consider the merits of the appeal. Lee, 82 Ill. 2d at 501.
As previously stated, in this case, the record contains no
evidence identifying Mr. Bradley. We may assume, however, that Mr.
Bradley is not respondent's attorney. Neither of the parties make
this claim and Mr. Bradley's name appears no where else in the
record. Furthermore, we know that respondent is a corporation, and
respondent claims Mr. Bradley is an officer with authority to sign
the bond. The question then is whether the circuit court should
dismiss the petition for review if Mr. Bradley is respondent's
officer, and we believe that it should not.
A corporate officer is similar to a partner who signs an
appeal bond. In each case, an individual with corporate authority
would sign the bond as principal. See Deichmueller v. Industrial
Comm'n, 215 Ill. App. 3d 272, 276 (1991), aff'd, 151 Ill. 2d 413
(1992)(partner has corporate authority to sign appeal bond); Cf.
Anderson v. Rolling Meadows, 10 Ill. 2d 54, 59 (1956)(presumption
that corporate vice-president has the authority to execute contract
on behalf of the corporation). Thus, a bond signed by a corporate
officer would be proper when filed.
Contrarily, the role of a corporate officer is legally
distinguishable from the role of an attorney representing a
respondent. Corporations act through their officers and directors
and are bound by their actions when performed within the scope of
their authority (Ahlgren v. Blue Goose Supermarket, 266 Ill. App.
3d 154, 162 (1994)), and a reasonable person would assume that a
corporate officer has the authority to bind a corporation
financially because decisions relating to a corporation's financial
obligations are typically reserved for corporate officers and
directors. Illinois Armored Car, 205 Ill. App. 3d at 999. On the
other hand, a reasonable person would not assume that retaining an
attorney to defend a corporation against a worker's compensation
claim would necessarily give the attorney authority to obligate the
corporation financially since it is not the customary practice for
financial decisions to be made by attorneys representing the
corporation. Illinois Armored Car, 205 Ill. App. 3d at 999.
Accordingly, an appeal bond signed by a corporation's attorney is
not the equivalent of an appeal bond signed by a corporate officer.
See Deichmueller, 151 Ill. 2d at 414 (noting a representative of
the corporation did not sign the bond as principal where the
corporation's attorney signed the bond); Berryman, 276 Ill. App. 3d
at 79 (stating an attorney signs in lieu of a corporate officer);
Illinois Armored Car, 205 Ill. App. 3d at 997 (noting bond signed
by corporation's attorney was not signed by an agent or officer of
the corporation).
In summary, respondent should be permitted to submit evidence
of Mr. Bradley's status as an officer. If Mr. Bradley is
respondent's officer, Mr. Bradley would possess authority to sign
the appeal bond on behalf of respondent, and the bond would be
properly filed. The circuit court should then consider the merits
of respondent's petition for review.
II. SECTION 19(F)(1)
Claimant also argues that the circuit court should have
granted its motion to dismiss based on its argument under section
19(f)(1) regarding the erroneous decision date and return date
contained in respondent's summons which was corrected in
respondent's amended summons. Claimant, however, has not shown any
prejudice; respondent did not completely omit any requirement under
section 19(f); and substantial compliance is sufficient to invoke
the circuit court's jurisdiction in limited circumstances such as
this. See Chicago Transit Authority v. Industrial Comm'n, 238 Ill.
App. 3d 202, 206-07 (1992); see also Advance Transportation Corp.
v. Industrial Comm'n, 202 Ill. App. 3d 449 (1990)(request for
summons failed to designate a return date sufficient in the absence
of prejudice). Accordingly, the circuit court properly denied
claimant's motion based on this argument.
CONCLUSION
Based upon the foregoing, the judgment of the circuit court of
Cook County is reversed, and the cause remanded with directions
that the circuit court allow respondent to present evidence
identifying Mr. Bradley, and, if appropriate, consider the merits
of respondent's petition for review.
Reversed and remanded with directions.
McCULLOUGH, P.J., and RARICK, J., concur.
JUSTICE RAKOWSKI, dissenting:
The majority agrees that a bond signed John E. Bradley, attorney at law for
First Chicago, would not invoke jurisdiction pursuant to section 19(f)(1). Can
it be, then, that a bond signed First Chicago by John E. Bradley is somehow
sufficient? For the reasons that follow, the answer is no.
Pursuant to section 19(f)(1), a party seeking judicial review of an
Industrial Commission decision must file a written request for summons in the
circuit court within 20 days of receipt of notice of decision. If an employer,
other than certain enumerated governmental entities, is seeking review, it must
additionally file a bond "conditioned that if he shall not successfully prosecute
the review, he will pay the award and the costs of the proceedings." 820 ILCS
305/19(f)(2) (West 1996). Like the request for summons, the bond must be filed
within the 20-day period. Because the bond requirement is statutory, strict
compliance is required to vest subject-matter jurisdiction in the circuit court.
Berryman Equipment, 276 Ill. App. 3d at 79.
The definite and short period of time to secure review in the circuit court
is obviously for the purpose of securing a speedy determination of all
litigation. 3 T. Angerstein, Illinois Workers' Compensation 2118, at 15 (1952);
City of Chicago v. Industrial Comm'n, 63 Ill. 2d 99, 103 (1976). The legislative
intent is that the bond provide protection to the claimant (Celeste v. Industrial
Comm'n, 205 Ill. App. 3d 423, 426 (1990)), by providing a fund from which the
judgment will be paid and a short period of time in which the employer may
perfect review in the circuit court.
I. IDENTITY OF INDIVIDUAL SIGNING BOND
Recently, in Berryman Equipment, we held that to allow an attorney to sign
a bond without requiring the attorney's written authority to bind the principal
would circumvent the effect of the rulings in Deichmueller and Illinois Armored
Car. Berryman Equipment, 276 Ill. App. 3d at 78-79. The rationale is that it
is unlikely that a reasonable person would assume that an attorney hired to
defend a workers' compensation claim would have the authority to obligate the
corporation financially. "Decisions relating to a corporation's financial
obligations are typically reserved for corporate officers and directors, not for
attorneys representing the corporation." Illinois Armored Car, 205 Ill. App. 3d
at 999.
In the instant case, the record and the bond are devoid of any evidence
regarding the identity of John E. Bradley. We do not know if he is employed by
First Chicago or, if he is, whether he is an officer, director, or has authority
to bind the corporation in financial matters. The majority simply presumes that
Bradley is not an attorney at law and states that this fact is decisive.
According to the majority, as long as Bradley is not an attorney, there is no
need for the bond to contain evidence that he had authority to bind First
Chicago.
Although all of the cases this court has reviewed regarding authority to
sign bonds have involved attorneys, the rule is not so limited as is evidenced
by our statement in Deichmueller: "[i]f it is not evident that the respondent is
obligated by the bond during the 20-day filing period, the purpose of the bond,
that a claimant has a method of collecting on an award against the respondent,
is defeated, and strict compliance with the statute has not been met."
Deichmueller, 215 Ill. App. 3d at 276, rev'd on other grounds, 151 Ill. 2d 413,
416 (1992) (supreme court adopted conclusions and reasoning of appellate court).
In accord with this reasoning, I submit that the rule, in a corporate context,
should be that unless the bond is signed by an officer or director, i.e., someone
who customarily has authority to bind the corporation in financial matters (see
Illinois Armored Car, 205 Ill. App. 3d at 999), then the authority of the party
signing the bond must accompany the bond. Whether that person is an employee of
the corporation, a nonemployee-agent, or an attorney is without significance.
As long as the authority of the person to bind the corporation is evident on the
face of the bond, the purpose and spirit of the rule are satisfied--that it was
reasonably evident from the face of the bond that it is signed on behalf of the
corporation by someone with authority. Such a rule would protect the claimant
by ensuring a valid bond to pay the award.
Moreover, a rule that only attorneys must supply evidence of authority
defies logic. I repeat, the purpose of the rule is that reasonable people, who
are familiar with pertinent business practices, would reasonably believe, from
the face of the bond, that the person signing on behalf of the corporation had
the authority to bind and, thus, the bond is valid. In Illinois Armored Car,
Deichmueller, and Berryman Equipment, the employers argued that it is reasonable
to assume that the attorney had authority to bind the corporation to a bond.
They reasoned that the attorney was hired to defend the corporation on a workers'
compensation claim and to seek judicial review in the circuit court. Because it
is incumbent upon an employer seeking judicial review to file a bond, it is only
reasonable that one would assume that the attorney had authority to sign the
bond. In each case, however, we rejected this argument. We stated that the
issue was not whether the person had authority. Rather, the proper inquiry was
whether the authority was evident from the face of the bond. Thus, despite a
cogent argument that an employer's attorney would have authority, we nonetheless
held that reasonable people would not expect the attorney to have the authority
to bind the corporation in financial matters.
Turning to the instant case, there is nothing on the face of the bond that
would lead a reasonable person to believe that John E. Bradley has authority to
bind First Chicago financially. We do not know his relationship, if any, with
First Chicago. Is he an employee? Is he an officer? Does he have authority?
There is not a clue. Assume, arguendo, that Bradley is an attorney and signs the
bond John E. Bradley, attorney. The appeal must be dismissed without hearing.
Yet, if Bradley omits his title and simply signs John E. Bradley, the trial court
must conduct a hearing regarding his authority. Such a rule serves no rational
purpose.
II. EVIDENCE OF AUTHORITY OUTSIDE THE 20-DAY PERIOD
I strongly disagree with the majority's position that evidence of authority
submitted after the expiration of the 20-day statutory period in section 19(f)(1)
may be considered by the trial court so long as the person signing on behalf of
the principal is not an attorney. The majority does not cite, nor can I find,
any authority to support such a proposition.
The majority reasons that because other cases involving attorneys signing
bonds on behalf of employers allowed evidence of authority to be submitted
subsequent to the expiration of the 20-day period, First Chicago should also be
permitted to present evidence of Mr. Bradley's status as an officer. Although
it is true that in Deichmueller, Berryman Equipment, and Illinois Armored Car the
employer either submitted or attempted to submit evidence of the attorney's
authority subsequent to the expiration of the 20-day period, in each case such
authority was held to be without legal effect. "The failure to demonstrate this
authority until after the statutory period expired does not meet the strict
compliance standard required for circuit court review of Industrial Commission
cases." Illinois Armored Car, 205 Ill. App. 3d at 998, citing Arrington v.
Industrial Comm'n, 96 Ill. 2d 505 (1983). In Deichmueller, we stated "[n]othing
in the record at the time of the filing of the bond or during the 20-day time
frame for filing appeal documents indicated that Deichmueller's attorney had the
authority, either actual or implied, to obligate Deichmueller to pay the bond."
Deichmueller, 215 Ill. App. 3d at 275. Accord Berryman Equipment, 276 Ill. App.
3d at 77-78. Rather than support the majority's position, these cases clearly
say that the trial court may not consider evidence filed subsequent to the 20-day
jurisdictional period in section (19)(a)(1).
The majority also places significant reliance on Lee v. Industrial Comm'n,
82 Ill. 2d 496 (1980), in support of its position. Lee, however, did not involve
the authority of a person signing on behalf of a corporation, did not involve
subject-matter jurisdiction of the circuit court and, accordingly, has no
relevance whatsoever to the instant case. In Lee, an employer seeking circuit
court review of an Industrial Commission decision filed a bond signed by one
partner as principal and signed by the other partner as surety. The claimant
moved to dismiss on the ground the partners were improperly acting in both
capacities and that a bond in proper form was jurisdictional. The motion was
allowed and the respondent's subsequent tender of a bond with two partners as
principals and a third person as a surety was refused. In reversing, the supreme
court noted that the trial court relied upon Coultas v. Industrial Comm'n, 31 Ill. 2d 527 (1964), where it held that a bond not signed by the party against
whom the award had been entered was insufficient to confer jurisdiction in the
circuit court. The supreme court noted that Lee was different in that one of the
partners/respondents did sign the original bond. The court also distinguished
Peter H. Clark Lodge No. 483 v. Industrial Comm'n, 48 Ill. 2d 64 (1971) (no
receipt of payment produced and exhibited) and Firestone Tire & Rubber Co. v.
Industrial Comm'n, 74 Ill. 2d 269 (1979) (failure to file a bond), because those
cases, like Coultas, involved issues that deprived the trial court of
jurisdiction. As such, the court concluded that all three cases were inapposite
because they involved subject-matter jurisdiction. Instead, the Lee court relied
on Smith v. Estate of Womack, 12 Ill. 2d 315 (1957), where it held a filing
requirement to be nonjurisdictional, and Republic Steel Corp. v. Industrial
Comm'n, 30 Ill. 2d 311 (1964), where it held that the circuit court's failure to
approve the bond in writing did not deprive it of jurisdiction.
It is crystal clear in Lee that the supreme court held that a bond defect
(improper surety) was not jurisdictional because the bond was signed by the
partner who actually and presumptively had authority to bind the partnership.
This is clearly evident from the concluding paragraph of the opinion where the
court states "in accordance with the tenor of these cases [(Smith & Republic
Steel--cases not involving subject-matter jurisdiction)], *** the trial court
should have proceeded to determine the sufficiency of the bond tendered in
connection with the post-trial motion." Lee, 82 Ill. 2d at 501.
Unlike the defect in Lee, the issue of a party's authority to bind the
corporation is clearly jurisdictional. Berryman Equipment, 276 Ill. App. 3d at
77-78; Deichmueller, 215 Ill. App. 3d at 276; Illinois Armored Car, 205 Ill. App.
3d at 996. Rather than supporting the majority's position, Lee is to the
contrary. By rejecting Coultas, Peter H. Clark Lodge No. 483, and Firestone Tire
& Rubber Co., and relying on cases not involving subject-matter jurisdiction, the
court clearly implies that the trial court would have been without subject-matter
jurisdiction had the partner signing the bond been without authority.
Until today, the rule was unambiguous. In order to vest the trial court
with subject-matter jurisdiction over an appeal, an employer must file a bond
within 20 days. Further, it must be apparent from the face of the bond that the
signor has authority to bind the corporation financially. Thus, this division
has consistently held that unless the bond is signed by an officer, or director
(who one presumptively has authority), a statement of authority is necessary.
Under this rule, subject-matter jurisdiction is easily determined by simply
looking at the bond. Under the majority's rule, however, a bond may be signed
by anyone, so long as he does not say he is an attorney. Then, after expiration
of the 20-day statutory period, the corporation may furnish the circuit court
with supplemental material regarding the signor's authority. A determination of
subject-matter jurisdiction which previously took 20 days is now extended some
unknown period. I respectfully submit that the old rule is simple and easy to
apply. The majority rule will cause delay, uncertainty, and increased expense.
For the aforementioned reasons, I would affirm the trial court's
determination that it was without subject-matter jurisdiction.
HOLDRIDGE, J., joins in this dissent.
IN THE
APPELLATE COURT OF ILLINOIS
FIRST DISTRICT
INDUSTRIAL COMMISSION DIVISION
FIRST CHICAGO,
Appellant,
v.
THE INDUSTRIAL COMMISSION et al.
(Sharon Skalon, Appellee).
)
)
)
)
)
)
)
)
) Appeal from the Circuit
Court of Cook County.
No. 96-L-51004
Honorable
Joanne Lannigan,
Judge, Presiding.
JUSTICE COLWELL delivered the opinion of the court:
Respondent, First Chicago, appeals from an order of the
circuit court of Cook County dismissing respondent's judicial
review of the Industrial Commission's (Commission) order awarding
benefits to claimant, Sharon Skalon, under the Workers'
Compensation Act (Act) (820 ILCS 305/1 et seq. (West 1996)). The
circuit court held that it lacked subject-matter jurisdiction to
review the Commission's decision. We reverse and remand with
directions.
FACTS
The facts are undisputed. On June 27, 1995, an arbitrator
entered an award in claimant's favor. On June 10, 1996, the
Commission partially modified, but otherwise affirmed, the
arbitrator's decision. On August 12, 1996, the Commission issued
a corrected decision. Respondent claims, and claimant does not
argue otherwise, that it received the Commission's decision on
August 19, 1996.
On September 9, 1996, respondent timely filed documents in the
circuit court of Cook County, including an appeal bond, to
institute the judicial review of the Commission's decision. The
appeal bond was signed as follows:
First Chicago
/s/ John A. Bradley
As principal
Safeco Insurance Company of America
/s/ Theodore C. Sevier, Jr.
As surety
Theodore C. Sevier, Jr., Attorney-in-Fact
On October 9, 1996, claimant filed a special and limited
appearance and a motion to quash summons and dismiss the action.
Claimant argued that the bond was insufficient to bind respondent
because it was not signed by Mr. Bradley as an officer of
respondent and did not indicate that Mr. Bradley was authorized to
execute the bond on respondent's behalf. Claimant also complained
that claimant's original summons erroneously referred to the June
10, 1996, Commission decision and contained an erroneous return
date. Accordingly, claimant argued that respondent failed to
comply with the 20-day statutory review period under section
19(f)(1) of the Act because an amended summons referring to the
corrected decision date with a proper return date was not filed
until October 15, 1996. On December 16, 1996, respondent filed its
brief in response to claimant's motion wherein respondent
identified Mr. Bradley as respondent's vice president - management
of corporate insurance and as respondent's authorized agent.
In its decision, the circuit court made no findings of fact
regarding Mr. Bradley's authority to bind respondent. Instead, the
circuit court stated a single legal conclusion--Mr. Bradley signed
the bond individually. The circuit court rejected claimant's
argument under section 19(f)(1) regarding the decision date and
return date in the original summons but granted the motion to quash
based on Mr. Bradley's failure to identify his authority and
dismissed the case for lack of subject-matter jurisdiction.
Respondent timely appealed.
ANALYSIS
When the facts upon an issue are undisputed and susceptible to
but a single inference, as in this case, the issue is a question of
law, and the circuit court's decision is not binding on this court.
See Caterpillar Tractor Co. v. Industrial Comm'n, 129 Ill. 2d 52,
60 (1989). Accordingly, based upon the undisputed facts in this
case, we review the circuit court's decision as a question of law.
I. SECTION 19(F)(2)
A. Identification of Individual Signing Appeal Bond
In this case, we do not know Mr. Bradley's status with or
relationship to respondent. The record contains no evidence
identifying Mr. Bradley, and respondent's identification of Mr.
Bradley as an officer in its brief in response to claimant's motion
to dismiss is simply not evidence. As a result, we do not know
whether Mr. Bradley is respondent's officer or someone else. Thus,
the first issue is whether an individual signing an appeal bond
(820 ILCS 305/19(f)(2) (West 1996)) on behalf of a corporate
respondent must identify on the appeal bond his or her status as an
officer of the corporation in order to invoke the subject-matter
jurisdiction of the circuit court under section 19(f)(1) of the Act
(820 ILCS 305/19(f)(1) (West 1996)). We find section 19(f)(2) does
not contain such a requirement.
The primary rule of statutory construction is to ascertain and
give effect to the intention of the legislature, and that inquiry
appropriately begins with the language of the statute. People v.
Woodard, 175 Ill. 2d 435, 443 (1997). In this case, section
19(f)(2) provides in pertinent part: "No such summons shall issue
unless the one against whom the Commission shall have rendered an
award for the payment of money shall upon the filing of his written
request for such summons file with the clerk of the court a bond
conditioned that if he shall not successfully prosecute the review,
he will pay the award and the costs of the proceedings in the
courts." 820 ILCS 305/19(f)(2) (West 1996).
Furthermore, where an enactment is clear and unambiguous, the
court is not free to depart from the plain language and meaning of
the statute by reading into it exceptions, limitations, or
conditions that the legislature did not express. Woodard, 175 Ill. 2d at 443. Similarly, when the legislature is silent, a court may
not fill a void through judicial interpretation. Gabriel Builders,
Inc. v. Westchester Condominium Ass'n, 268 Ill. App. 3d 1065, 1068
(1994).
According to the plain language of the Act, section 19(f)(2)
only requires that the bond be executed by the party against whom
the award has been made (Deichmueller Construction Co. v.
Industrial Comm'n, 151 Ill. 2d 413, 414 (1992)), and, in this case,
that party is First Chicago. Thus, while the better practice may
be for an individual to always identify his or her status as an
officer of a corporate respondent when signing an appeal bond on
the corporation's behalf, section 19(f)(2) does not require that
the signing individual identify on the bond his or her office, and
we decline to add such a condition.
B. Evidence of Authority Outside 20-day Period
The second issue then is whether a corporate respondent may
present evidence after the expiration of the 20-day statutory
review period under section 19(f)(1) of the Act to refute an attack
on the signing individual's authority to bind the corporation. In
other words, if the individual signing the appeal bond on behalf of
the corporation did not identify his or her status as an officer of
the corporation and the claimant attacks the appeal bond after the
expiration of the 20-day statutory review period, may the corporate
respondent submit evidence, such as an affidavit, identifying the
individual's corporate office and authority to bind the
corporation. The answer is yes.
In the line of cases involving attorneys signing appeal bonds
on behalf of respondents, each of the respondents filed affidavits
after the expiration of the 20-day period. See Deichmueller, 151 Ill. 2d 413 (respondent filed affidavit ratifying attorney's
actions outside 20-day period); Berryman Equipment v. Industrial
Comm'n, 276 Ill. App. 3d 76 (1995)(respondent filed affidavit with
reply in support of motion to reconsider order dismissing judicial
review); Illinois Armored Car Corp. v. Industrial Comm'n, 205 Ill.
App. 3d 993 (1993)(respondent filed affidavit confirming attorney's
authority outside 20-day period). Similarly, in Lee v. Industrial
Comm'n, 82 Ill. 2d 496 (1980), two partners filed a second bond
after the expiration of the 20-day period. Accordingly, respondent
should be permitted to present evidence identifying Mr. Bradley's
status as an officer in order to prove the sufficiency of the
appeal bond.
We note that the interests of justice further support our
position on this issue. If we did not allow a corporate respondent
to submit evidence outside the 20-day statutory review period to
refute an attack on an individual's authority to sign an appeal
bond on behalf of the corporation, the claimant would always wait
until the 20-day period expired and then attack the appeal, as in
this case. The respondent would not be able to prove the signing
individual had authority even if that person did possess the
appropriate authority. The respondent would then be punished
because the individual did not identify his or her corporate office
even though the Act does not contain such a requirement.
C. Effect of Signing Individual's Identity on Motion
Even though respondent may file evidence after the expiration
of the 20-day period, our inquiry continues. The signing
individual's identity ultimately controls the outcome of the motion
to dismiss the appeal.
For instance, if the evidence is filed outside the 20-day
period and the signing individual is the respondent's attorney, the
appeal should be dismissed. See Berryman, 276 Ill. App. 3d at 76
(an attorney who signs an appeal bond "as principal" in lieu of a
corporate officer for a corporate respondent must attach to the
appeal bond and file the written authority conferred upon the
attorney by the party within the 20-day statutory review period to
invoke subject-matter jurisdiction under the Act); see also
Deichmueller, 151 Ill. 2d 413; Illinois Armored Car, 205 Ill. App.
3d 993.
Conversely, if the evidence is filed outside the 20-day period
and the individual is a partner, the appeal should not be
dismissed. See Lee, 82 Ill. 2d 496. In Lee, respondents, Eugene
Lee and Jack Onofrey, partners doing business as LeJac's, sought
judicial review in the circuit court of an adverse award in the
Commission. Lee, 82 Ill. 2d at 496-97. One of the partners signed
the bond as principal and the other signed as surety. Lee, 82 Ill. 2d at 498. The claimant moved to dismiss maintaining the bond was
not in proper form, and the circuit court, on March 13, 1980,
granted the claimant's motion. Lee, 82 Ill. 2d at 498. The
respondents subsequently filed a motion to vacate on April 11,
1980, and in conjunction with the motion they submitted another
bond in proper form which they both signed as principals with a
third person as surety. Lee, 82 Ill. 2d at 499. The circuit court
denied the motion and refused the second bond. Lee, 82 Ill. 2d at
498.
The supreme court reversed the circuit court's ruling because
the bond was signed by one of the two partners, and, thus, was
signed by the party against whom the award was entered. Lee, 82 Ill. 2d at 498. As a result, the supreme court remanded the matter
to the circuit court with directions that the circuit court
determine the sufficiency of the second bond, even though it was
filed outside the 20-day statutory period. Lee, 82 Ill. 2d at 501.
If the circuit court found the bond was sufficient, it was to
consider the merits of the appeal. Lee, 82 Ill. 2d at 501.
As previously stated, in this case, the record contains no
evidence identifying Mr. Bradley. We may assume, however, that Mr.
Bradley is not respondent's attorney. Neither of the parties make
this claim and Mr. Bradley's name appears no where else in the
record. Furthermore, we know that respondent is a corporation, and
respondent claims Mr. Bradley is an officer with authority to sign
the bond. The question then is whether the circuit court should
dismiss the petition for review if Mr. Bradley is respondent's
officer, and we believe that it should not.
A corporate officer is similar to a partner who signs an
appeal bond. In each case, an individual with corporate authority
would sign the bond as principal. See Deichmueller v. Industrial
Comm'n, 215 Ill. App. 3d 272, 276 (1991), aff'd, 151 Ill. 2d 413
(1992)(partner has corporate authority to sign appeal bond); Cf.
Anderson v. Rolling Meadows, 10 Ill. 2d 54, 59 (1956)(presumption
that corporate vice-president has the authority to execute contract
on behalf of the corporation). Thus, a bond signed by a corporate
officer would be proper when filed.
Contrarily, the role of a corporate officer is legally
distinguishable from the role of an attorney representing a
respondent. Corporations act through their officers and directors
and are bound by their actions when performed within the scope of
their authority (Ahlgren v. Blue Goose Supermarket, 266 Ill. App.
3d 154, 162 (1994)), and a reasonable person would assume that a
corporate officer has the authority to bind a corporation
financially because decisions relating to a corporation's financial
obligations are typically reserved for corporate officers and
directors. Illinois Armored Car, 205 Ill. App. 3d at 999. On the
other hand, a reasonable person would not assume that retaining an
attorney to defend a corporation against a worker's compensation
claim would necessarily give the attorney authority to obligate the
corporation financially since it is not the customary practice for
financial decisions to be made by attorneys representing the
corporation. Illinois Armored Car, 205 Ill. App. 3d at 999.
Accordingly, an appeal bond signed by a corporation's attorney is
not the equivalent of an appeal bond signed by a corporate officer.
See Deichmueller, 151 Ill. 2d at 414 (noting a representative of
the corporation did not sign the bond as principal where the
corporation's attorney signed the bond); Berryman, 276 Ill. App. 3d
at 79 (stating an attorney signs in lieu of a corporate officer);
Illinois Armored Car, 205 Ill. App. 3d at 997 (noting bond signed
by corporation's attorney was not signed by an agent or officer of
the corporation).
In summary, respondent should be permitted to submit evidence
of Mr. Bradley's status as an officer. If Mr. Bradley is
respondent's officer, Mr. Bradley would possess authority to sign
the appeal bond on behalf of respondent, and the bond would be
properly filed. The circuit court should then consider the merits
of respondent's petition for review.
II. SECTION 19(F)(1)
Claimant also argues that the circuit court should have
granted its motion to dismiss based on its argument under section
19(f)(1) regarding the erroneous decision date and return date
contained in respondent's summons which was corrected in
respondent's amended summons. Claimant, however, has not shown any
prejudice; respondent did not completely omit any requirement under
section 19(f); and substantial compliance is sufficient to invoke
the circuit court's jurisdiction in limited circumstances such as
this. See Chicago Transit Authority v. Industrial Comm'n, 238 Ill.
App. 3d 202, 206-07 (1992); see also Advance Transportation Corp.
v. Industrial Comm'n, 202 Ill. App. 3d 449 (1990)(request for
summons failed to designate a return date sufficient in the absence
of prejudice). Accordingly, the circuit court properly denied
claimant's motion based on this argument.
CONCLUSION
Based upon the foregoing, the judgment of the circuit court of
Cook County is reversed, and the cause remanded with directions
that the circuit court allow respondent to present evidence
identifying Mr. Bradley, and, if appropriate, consider the merits
of respondent's petition for review.
Reversed and remanded with directions.
McCULLOUGH, P.J., and RARICK, J., concur.
JUSTICE RAKOWSKI, dissenting:
The majority agrees that a bond signed John E. Bradley, attorney at law for
First Chicago, would not invoke jurisdiction pursuant to section 19(f)(1). Can
it be, then, that a bond signed First Chicago by John E. Bradley is somehow
sufficient? For the reasons that follow, the answer is no.
Pursuant to section 19(f)(1), a party seeking judicial review of an
Industrial Commission decision must file a written request for summons in the
circuit court within 20 days of receipt of notice of decision. If an employer,
other than certain enumerated governmental entities, is seeking review, it must
additionally file a bond "conditioned that if he shall not successfully prosecute
the review, he will pay the award and the costs of the proceedings." 820 ILCS
305/19(f)(2) (West 1996). Like the request for summons, the bond must be filed
within the 20-day period. Because the bond requirement is statutory, strict
compliance is required to vest subject-matter jurisdiction in the circuit court.
Berryman Equipment, 276 Ill. App. 3d at 79.
The definite and short period of time to secure review in the circuit court
is obviously for the purpose of securing a speedy determination of all
litigation. 3 T. Angerstein, Illinois Workers' Compensation 2118, at 15 (1952);
City of Chicago v. Industrial Comm'n, 63 Ill. 2d 99, 103 (1976). The legislative
intent is that the bond provide protection to the claimant (Celeste v. Industrial
Comm'n, 205 Ill. App. 3d 423, 426 (1990)), by providing a fund from which the
judgment will be paid and a short period of time in which the employer may
perfect review in the circuit court.
I. IDENTITY OF INDIVIDUAL SIGNING BOND
Recently, in Berryman Equipment, we held that to allow an attorney to sign
a bond without requiring the attorney's written authority to bind the principal
would circumvent the effect of the rulings in Deichmueller and Illinois Armored
Car. Berryman Equipment, 276 Ill. App. 3d at 78-79. The rationale is that it
is unlikely that a reasonable person would assume that an attorney hired to
defend a workers' compensation claim would have the authority to obligate the
corporation financially. "Decisions relating to a corporation's financial
obligations are typically reserved for corporate officers and directors, not for
attorneys representing the corporation." Illinois Armored Car, 205 Ill. App. 3d
at 999.
In the instant case, the record and the bond are devoid of any evidence
regarding the identity of John E. Bradley. We do not know if he is employed by
First Chicago or, if he is, whether he is an officer, director, or has authority
to bind the corporation in financial matters. The majority simply presumes that
Bradley is not an attorney at law and states that this fact is decisive.
According to the majority, as long as Bradley is not an attorney, there is no
need for the bond to contain evidence that he had authority to bind First
Chicago.
Although all of the cases this court has reviewed regarding authority to
sign bonds have involved attorneys, the rule is not so limited as is evidenced
by our statement in Deichmueller: "[i]f it is not evident that the respondent is
obligated by the bond during the 20-day filing period, the purpose of the bond,
that a claimant has a method of collecting on an award against the respondent,
is defeated, and strict compliance with the statute has not been met."
Deichmueller, 215 Ill. App. 3d at 276, rev'd on other grounds, 151 Ill. 2d 413,
416 (1992) (supreme court adopted conclusions and reasoning of appellate court).
In accord with this reasoning, I submit that the rule, in a corporate context,
should be that unless the bond is signed by an officer or director, i.e., someone
who customarily has authority to bind the corporation in financial matters (see
Illinois Armored Car, 205 Ill. App. 3d at 999), then the authority of the party
signing the bond must accompany the bond. Whether that person is an employee of
the corporation, a nonemployee-agent, or an attorney is without significance.
As long as the authority of the person to bind the corporation is evident on the
face of the bond, the purpose and spirit of the rule are satisfied--that it was
reasonably evident from the face of the bond that it is signed on behalf of the
corporation by someone with authority. Such a rule would protect the claimant
by ensuring a valid bond to pay the award.
Moreover, a rule that only attorneys must supply evidence of authority
defies logic. I repeat, the purpose of the rule is that reasonable people, who
are familiar with pertinent business practices, would reasonably believe, from
the face of the bond, that the person signing on behalf of the corporation had
the authority to bind and, thus, the bond is valid. In Illinois Armored Car,
Deichmueller, and Berryman Equipment, the employers argued that it is reasonable
to assume that the attorney had authority to bind the corporation to a bond.
They reasoned that the attorney was hired to defend the corporation on a workers'
compensation claim and to seek judicial review in the circuit court. Because it
is incumbent upon an employer seeking judicial review to file a bond, it is only
reasonable that one would assume that the attorney had authority to sign the
bond. In each case, however, we rejected this argument. We stated that the
issue was not whether the person had authority. Rather, the proper inquiry was
whether the authority was evident from the face of the bond. Thus, despite a
cogent argument that an employer's attorney would have authority, we nonetheless
held that reasonable people would not expect the attorney to have the authority
to bind the corporation in financial matters.
Turning to the instant case, there is nothing on the face of the bond that
would lead a reasonable person to believe that John E. Bradley has authority to
bind First Chicago financially. We do not know his relationship, if any, with
First Chicago. Is he an employee? Is he an officer? Does he have authority?
There is not a clue. Assume, arguendo, that Bradley is an attorney and signs the
bond John E. Bradley, attorney. The appeal must be dismissed without hearing.
Yet, if Bradley omits his title and simply signs John E. Bradley, the trial court
must conduct a hearing regarding his authority. Such a rule serves no rational
purpose.
II. EVIDENCE OF AUTHORITY OUTSIDE THE 20-DAY PERIOD
I strongly disagree with the majority's position that evidence of authority
submitted after the expiration of the 20-day statutory period in section 19(f)(1)
may be considered by the trial court so long as the person signing on behalf of
the principal is not an attorney. The majority does not cite, nor can I find,
any authority to support such a proposition.
The majority reasons that because other cases involving attorneys signing
bonds on behalf of employers allowed evidence of authority to be submitted
subsequent to the expiration of the 20-day period, First Chicago should also be
permitted to present evidence of Mr. Bradley's status as an officer. Although
it is true that in Deichmueller, Berryman Equipment, and Illinois Armored Car the
employer either submitted or attempted to submit evidence of the attorney's
authority subsequent to the expiration of the 20-day period, in each case such
authority was held to be without legal effect. "The failure to demonstrate this
authority until after the statutory period expired does not meet the strict
compliance standard required for circuit court review of Industrial Commission
cases." Illinois Armored Car, 205 Ill. App. 3d at 998, citing Arrington v.
Industrial Comm'n, 96 Ill. 2d 505 (1983). In Deichmueller, we stated "[n]othing
in the record at the time of the filing of the bond or during the 20-day time
frame for filing appeal documents indicated that Deichmueller's attorney had the
authority, either actual or implied, to obligate Deichmueller to pay the bond."
Deichmueller, 215 Ill. App. 3d at 275. Accord Berryman Equipment, 276 Ill. App.
3d at 77-78. Rather than support the majority's position, these cases clearly
say that the trial court may not consider evidence filed subsequent to the 20-day
jurisdictional period in section (19)(a)(1).
The majority also places significant reliance on Lee v. Industrial Comm'n,
82 Ill. 2d 496 (1980), in support of its position. Lee, however, did not involve
the authority of a person signing on behalf of a corporation, did not involve
subject-matter jurisdiction of the circuit court and, accordingly, has no
relevance whatsoever to the instant case. In Lee, an employer seeking circuit
court review of an Industrial Commission decision filed a bond signed by one
partner as principal and signed by the other partner as surety. The claimant
moved to dismiss on the ground the partners were improperly acting in both
capacities and that a bond in proper form was jurisdictional. The motion was
allowed and the respondent's subsequent tender of a bond with two partners as
principals and a third person as a surety was refused. In reversing, the supreme
court noted that the trial court relied upon Coultas v. Industrial Comm'n, 31 Ill. 2d 527 (1964), where it held that a bond not signed by the party against
whom the award had been entered was insufficient to confer jurisdiction in the
circuit court. The supreme court noted that Lee was different in that one of the
partners/respondents did sign the original bond. The court also distinguished
Peter H. Clark Lodge No. 483 v. Industrial Comm'n, 48 Ill. 2d 64 (1971) (no
receipt of payment produced and exhibited) and Firestone Tire & Rubber Co. v.
Industrial Comm'n, 74 Ill. 2d 269 (1979) (failure to file a bond), because those
cases, like Coultas, involved issues that deprived the trial court of
jurisdiction. As such, the court concluded that all three cases were inapposite
because they involved subject-matter jurisdiction. Instead, the Lee court relied
on Smith v. Estate of Womack, 12 Ill. 2d 315 (1957), where it held a filing
requirement to be nonjurisdictional, and Republic Steel Corp. v. Industrial
Comm'n, 30 Ill. 2d 311 (1964), where it held that the circuit court's failure to
approve the bond in writing did not deprive it of jurisdiction.
It is crystal clear in Lee that the supreme court held that a bond defect
(improper surety) was not jurisdictional because the bond was signed by the
partner who actually and presumptively had authority to bind the partnership.
This is clearly evident from the concluding paragraph of the opinion where the
court states "in accordance with the tenor of these cases [(Smith & Republic
Steel--cases not involving subject-matter jurisdiction)], *** the trial court
should have proceeded to determine the sufficiency of the bond tendered in
connection with the post-trial motion." Lee, 82 Ill. 2d at 501.
Unlike the defect in Lee, the issue of a party's authority to bind the
corporation is clearly jurisdictional. Berryman Equipment, 276 Ill. App. 3d at
77-78; Deichmueller, 215 Ill. App. 3d at 276; Illinois Armored Car, 205 Ill. App.
3d at 996. Rather than supporting the majority's position, Lee is to the
contrary. By rejecting Coultas, Peter H. Clark Lodge No. 483, and Firestone Tire
& Rubber Co., and relying on cases not involving subject-matter jurisdiction, the
court clearly implies that the trial court would have been without subject-matter
jurisdiction had the partner signing the bond been without authority.
Until today, the rule was unambiguous. In order to vest the trial court
with subject-matter jurisdiction over an appeal, an employer must file a bond
within 20 days. Further, it must be apparent from the face of the bond that the
signor has authority to bind the corporation financially. Thus, this division
has consistently held that unless the bond is signed by an officer, or director
(who one presumptively has authority), a statement of authority is necessary.
Under this rule, subject-matter jurisdiction is easily determined by simply
looking at the bond. Under the majority's rule, however, a bond may be signed
by anyone, so long as he does not say he is an attorney. Then, after expiration
of the 20-day statutory period, the corporation may furnish the circuit court
with supplemental material regarding the signor's authority. A determination of
subject-matter jurisdiction which previously took 20 days is now extended some
unknown period. I respectfully submit that the old rule is simple and easy to
apply. The majority rule will cause delay, uncertainty, and increased expense.
For the aforementioned reasons, I would affirm the trial court's
determination that it was without subject-matter jurisdiction.
HOLDRIDGE, J., joins in this dissent.
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