First Chicago v. Industrial Commission

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(0(1) (West 1996)). We find section 19(0(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(0(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 (1990) (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 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 498. 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 nowhere 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), affd, 151 Ill. 2d 413 (1992) (partner has corporate authority to sign appeal bond); cf. Anderson v. City of 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, Inc., 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 78-79 (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 Co. 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.