virtual table what we have here today is a simple case of contract interpretation it's a twenty nine year old contract one of the parties to the contract or exists the plaintiffs and the trial court were wrong to interpret the plaintiff can benefit by their respective parties and their respective successors in the science the subsequent owners were allowed to proceed we take that information from paragraph eleven paragraph eleven it's on to see thirty nine c forty nine the sign of pages one party was buffalo grove town center partnership in illinois limited partnership no one succeeded the partnership the partner sent interest and the partnerships interest in the one thousand nine hundred and one develope any one the other party was the michael reese help plan was referred to as the owner there is no dispute that none of the parties to the nine hundred and ninety one development agreement exist today or are involved in this with a geisha there is no dispute that interest only a successor as the trial court pointed out the term successor in interest is not even used in the one thousand nine hundred and ninety one development agreement in the spiegel case we cited a successor in interest is only a successor and exemplifies the point in that case the court held that according to the fairways court generally the purchase of one corporation's property by another does not subject the purchasing corporation to the liabilities of the seller and more importantly nor does it entitle that party to exercise the seller's rights unrelated to the property those rights only accrue when there has been a consolidation or merger of the corporation or the purchasing corporation is not it merely continuation of the seller in this instance plaintiff is an element of an l l c and not assume the indiana general partnerships interest here as in as unfair ways the party seeking to enforce the agreement is only a purchaser of some of the assets of the st party successor but only subsequent transferred here like in their ways plaintiff is not involved in the continuation of the operation of the construe the covenant so that they will not extend beyond that which is expressly provided in the agreement and all doubts must be resolved in favor of the free use of the property and against restrictions as unfair way should recognize the paramount rule preconstructed covenants to give them back to the actual intent of the parties in the context of one thousand nine hundred and ninety one development of the mike will be sparse into a medical facility here in the context of the development agreement signed in else and certainly not a mere subsequent owner of part of the property was included if they had meant subsequent owners release effects they could have said and subsequent owners he did not like unfair ways to covenants related to the entrance magazine were personal to the parties involved and that law and that in that contract and this court should not hold in the absence of finding a successor signed that covenants referred to in the maintenance fee did not terminate they terminated clearly when the agreement and payment ended when the parties no longer existed nor did they have a successor in the sign this is not a harsh result this is exactly what the parties intended in one and it is provided within the four corners of the development agreement nowhere does the development agreement provide that the benefits and burdens of the eighteen i do what development agreement and nord to the benefit of subsequent owners of the respective properties it is what they meant that is what they said and they did not say subsequent owners of the provisions of the one thousand nine hundred and one development agreement support our position that paragraph four see it took a lot of   rd party it applies only to michael east specifically paragraph four c said the partnership and joint venture agreed to look to the rd party transferee prepare for payment but if the payment was not forthcoming then michael another example is that paragraph sixteen dollars of the agreement wherein the parties described that the developer only has the right izabella collective entity known as the joint venture and as the partnership only those two parties has the right to enforce the agreement is that is that time and then we'll take questions from the panel ok when the development agreement terminated it is clearly not used it is clearly not needed what is needed is what the nine hundred and eighty eight plan of subdivision which provided access to the shopping center provided access to the public parcel and paragraph ten provides for a very short period of time nowhere in this agreement any place in this agreement and you find any indication that it was the last of perpetuity in the final analysis what is the current status the current status is the plight of subdivision where the parties have access to the where the current parties have access to town place parkway the shopping center and things like that by by  terminating this agreement people don't lose access they have access to that nine hundred and eighty eight agreement we suggest that the agreement is an absurd the interpretation is absurd and we asked the court overturned the trial court actually there is evidence to the contrary is there not specifically where these the original parties and founded a covenant to be personal and to terminate on transfer of the shall bind them to new or to the benefit of only the partnership and simon entity at seven and there is another example of that is there not and that is the intent of the parties so if we look to the whereas cl and one of that whereas clauses in addition are as addition i don't have the exact words in front of me so i'm paraphrasing as in additional consideration for the sale of the parcel to the owner the parties have agreed to subject the parcel to the terms of the agreement and so just looking at those two provisions there really that evidence is contrary to your partnership parts and there were two parcels here that was a joint venture partner on the partnership parcel the partnership are socialists as you'll see on the signature pages has different investors than different entities and the simon people had a comma ownership with some of the parcels but each of the investors were different so they carved out and we don't know exactly why judge but they carved out this extra thing so that the simon entities it was clear that only the simon and these were in the where as causes and the other parts of which i can't remember and writing right now the fact of the matter is that they all tie to the agreement and the agreement itself says with the parties or their respective successors in a sign so yes it does have that card and yes the parties knew how to do that and yes the parties had in one thousand nine hundred different investors where they had to make a distinction for that partnership until notice it's not on the part on the joint venture parcel they don't do that car about they didn't need to it was already involved in paragraph eleven and i would suggest paragraph eleven nd the nd sentence where it that the parties and their respective are signs of the only people that benefited and or to the benefit of so i my suggestion is we don't know judge and your point is very well taken we don't know because none of the parties are in exist today and none of this litigation we can only read the document the way it looks the four corners that agreement and when they refer to the agreement they absolutely without question  purposes of this agreement and they terminated when there was where the parties no longer existed and there were no successors and assigns covenants did run with the land and for a short period of time now the fairway court tells us how we and how we handled those kind of things is very clearly a personal obligation a personal benefit if you will to the parties and their respective besides there was no assignment and there was no such successor now if this that's provided in the plan of sept addition we do not need this agreement disagreement is meaningless if it focused on the subject matter of the agreement and that was only the development of the michael owns that part of the joint venture property containing those entrance magnussen does it not it does it does and the plat of subdivision made that a private road and the obligation to maintain that lays with the party who owns the property upon which the road d lie and that is the shopping center owner has to operate and maintain that particular roadway that's on its plated subdivision part of subdivision gives us access it's a private road it's not a public roads never dedicated to the village of buffalo grove it was sort of only a private wrong now but we're a little probably probably doesn't like this anymore they probably don't do this anymore because it's kind of a silly thing to do to have it be a private road but it was cheaper and it encouraged probably the development of this particular property it should have been a dedicated road it was not their private roads and that interests exist and the obligation according to the terms of the plight of subdivision a says that the covenants are made for the direct and mutual benefit of the parcel in the joint venture parcel he and each and every portion thereof and then eleven be states will bind every owner of a portion of the parcel in the joint venture parcel to the extent that such portion is affected now i know eleven b doesn't and this is pointed out in the brief doesn't use the word subsequent but to the extent that the continents run with the land isn't the word subsequent essentially implied i mean it runs with the land doesn't the obligation say and nervous to the benefit of the parties and their respective successors and signs that limit set that specifically limits to a ration of disagreement the it's absolutely clear i'm not arguing that it doesn't run with the land and it didn't run with the land for the two or three years that it applied we don't know we don't know how long it took to develop the michael reese parcel but if you look at exhibits see what we're talking about is a very narrow road and a very subdivision that was pre recorded in nine hundred and eighty eight if if he were to your point eleven b might be something if they didn't limit it with eleven  well and all i can do is look at the four corners of the agreement well it is the whole point of this was merely just to get to that project and then the construction was completed how come the payments didn't road wasn't completed you couldn't pay for road that you could have as we correctly pointed out that particular lot was landlocked at the time you couldn't pay for road that didn't exist all right ready misrepresented to intentionally misrepresented to that there was some common area maintenance activities bank paid for in common by other parties for particular activities we simply asked for what those activities were and we were told no you don't get that information you just got to pay after three years worth of wrangling over that we decided that ok there's no there's no there there we're just going to stop paying because we don't think you have the right or in somebody to do it  the agreement terminated i'm not going to say my clients didn't they operated in good faith and i don't want their good faith to be used against them they are good corporate citizens they operate a medical  facility except that there are things like common area maintenance charges that are apply to a lot of their units a lot of their properties and they took buffalo grove venture at their word it turned out they didn't subject to the original agreement correct now they are subsequent owner of the property and what the agreement says that the agreement and there is only didn't benefit of the parties and their successors to sign as a subsequent purchaser they're not a successor they own they're not of excess or on the road on the entrance magazine and such agreements common place and shopping center developments are they common place or no not at all this is an anomaly people are all part of the joint venture parcel and they do have a common area maintenance fees on their parcel the partnership parcel where we're located is north of that parcel and did not have any obligation to pay any common area partage changed new owners and the argument was ninety nine year lease and an option to buy not one with the land the supreme court held that the language of the contract covenants running with the land applied to the success of owners how is that cage how's how's it any different and i understand your interpretation of various provisions of the contract but this provision had to do the actual parcel itself we live on a different parcel the act issue in this case isn't a ninety nine year lease with an option to purchase at issue in this case is an agreement that by its terms terminated when the parties no longer existed and they didn't leave the successor and they didn't leave and decide that significantly different than that thank you mr and mr manic illinois and all our ultimate lee internally inconsistent when viewed against the judicial missions that foreign mchenry made in their cleanings the original reason for not paying the entrance magazine charges after three years of paying them for an mchenry stated that they were not getting sufficient it nance and they wanted an accounting from buffalo grove because expenses on the main entrance magazine however this argument was easily dispensed with because paragraphs for the c c r agreement only requires a fixed fee that's contingent upon the actual expenses incurred and the entrants magazine during any given  argument that they seem to raise about whether or not paragraph four is a covenant running with the land i'm a little bit confused by the argument because one sentence there is a concession that paragraph fo running with the land but then it's being interpreted as being a personal covenant as this panel correctly pointed out the claim terms of paragraph eleven calls paragraph four covenant running with the land in court decision and risk man how assessed the duty of the pay assessments is a covenant running into land the cases that four hundred mcenery sites including the fairways case are entirely indistinguishable by their own terms they specifically address provisions which provide for the unilateral modification or revocation to restrict a covenants which they interpret as being personal confidence however paragraph four  points to paragraph four being a continent running with a lamp as a panel pointed out the line l and a is is that subsequent owners are bounded by continents running with the land and many of those cases are cited in buffalo grows response brief in it in and the panel pointed out that paragraph eleven is tied to the actual parcels not the identity of the develop a parcel on our own or hereafter to convey a lease or otherwise transfer the parcel to other parties persons or entities subject to the terms and conditions here and after set for this recital plainly manifest the intent that this agreement remains binding and future parties the trucker was correct in noting that foreigner mchenry's argument about successor in interest was a straw man argument in the sense that the term is not used anywhere in the c c r agreement and the trial course crap to disregard the argument but i would note that the us cell national case cited in buffalo grove response brief dealt with a covenant that was specifically binding on successors and interest and found that the covenant was a covenant running with the land and was a covenant binding on subsequent owners furthermore in the this judicial mission with through the issue of whether or not there was a terminations from this litigation indeed paragraph seventeen of their counter claim cause i'm going to send for buffalo grove to repair the entrance magazine under the  agreement a covenant running with the land and i would be happy to answer any further questions so that would that would be my response to that argument and as far as you know assignment is being considered this argument was interest in the summary judgment briefings in the case are binding either through and ends or assignment and assignments are necessary here off so we do know that it has no relation to actual maintenance i further point out that the fact that i think this court chain draw on its background that certain parties do like strikes fees because they promote predictability in commercial transactions so that whenever a party does purchase four hundred mchenry's parcel that they can to the penny calculate their their obligations where if it didn't have a fixed fee in the number could be ran down and the trial court recognize that the five percent actually works out quite well here in the sense don't also further note that the increased if there is any increased use of the entrance magazine the only party that is harmed by that increase the us or increase burden would be my client buffalo grove ventures who has a pay for the increased wear and tear from the increase and wouldn't get the benefit of the increase made an end because the fee is fixed and s at all they do what they say they do but they don't just automatically run with the land that's why we have things like the fairly score they make the distinction between a personal covenant and a covenant that runs with the land they don't run with the but they say they do covenants one with the land and it's easy to do it so i've written hundreds of these when you want to run with the land you want to buy some to bind subsequent purchasers your right then subsequent purchasers for stevie paragraph for c is emblematic of the fact that it was never intended to run that they didn't if buffalo grove ventures argument was correct you didn't need four  there's no reason to send a letter the court was curious the trial court was curious is why we didn't send a letter terminating it because it doesn't apply that's why we didn't we never raised  stands for saying that facts are not weather events and i like to think of them a stubborn the fact of the matter is that the joint venture sold two large pieces of property from the tree venture parcel well before they all these facts are stubborn the paragraph eleven c takes care of this is far as i'm concerned covenants do not run with the way they did in this instance that they only did for as long as there were parties to the agreement and there were successors in asides there are none and the agreement terminated the buffalo grove extended etc by the parties or their successors on the sign so it did not terminate automatically i mean this paragraph invision that the parties themselves would have to terminate  and we don't have any evidence of that and certainly not in this record do we well i think we do and i think paragraph fourteen only allows extension it doesn't necessarily allow you know it doesn't it doesn't trump b paragraph eleven  the extension and allows we could terminate it for whatever reason i don't know what the parties were thinking about when they were developing this property nine hundred and ninety one paragraph fourteen did allow amendments no amendments ever occurred we're stuck with eleven  arguments today and the quality of your briefs the case will be taken under advisement a written decision will be issued in due course the court stands adjourned for the day thank you judge very well i will initiate a call