Dohrmann v. Swaney
2014 IL App (1st) 131524 (2014)
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Rule of Law:
A contract will be deemed unenforceable if the consideration is so grossly inadequate as to shock the conscience of the court, particularly when the inadequacy is accompanied by circumstances of unfairness or a significant disparity in the bargaining power of the parties.
Facts:
- In 1984, George J. Dohrmann III, a 40-year-old neurosurgeon, met his neighbor, Virginia H. Rogers, a 73-year-old childless widow.
- In 1997 or 1998, Dohrmann suggested adult adoption to Rogers and consulted an attorney in Arkansas for this purpose, though the adoption never occurred.
- In February 2000, Dohrmann consulted an estate planning attorney who drafted a 'skeleton' agreement for him.
- On April 1, 2000, Dohrmann and Rogers, then 89 years old, signed a contract without any witnesses present.
- The contract provided that upon her death, Rogers would give Dohrmann her apartment, its contents, and $4 million in exchange for his 'past and future services,' including 'helping the Rogers name to continue' by adding it to his children's names.
- The total value of the assets Rogers promised was appraised at approximately $5.5 million.
- Rogers did not consult with her long-time lawyer, Thomas E. Swaney, before or at the time of signing the contract.
- On June 22, 2000, Dohrmann legally changed his two sons' names to add 'Rogers' as an additional middle name.
Procedural Posture:
- George J. Dohrmann III filed a complaint against the Estate of Virginia H. Rogers in the Circuit Court of Cook County to enforce the contract.
- The Estate filed a counterclaim alleging the contract was procured by fraud.
- The parties filed cross-motions for summary judgment.
- The circuit court (trial court) barred testimony from Dohrmann and his wife regarding conversations with the deceased Mrs. Rogers under Illinois's Dead-Man's Act.
- The circuit court granted summary judgment in favor of the Estate, declaring the contract unenforceable.
- Dohrmann (Plaintiff-Appellant) appealed the circuit court's grant of summary judgment to the Appellate Court of Illinois, First District.
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Issue:
Is a contract enforceable where an 89-year-old woman agreed to convey assets worth over $5.5 million in exchange for the other party incorporating her surname as an additional middle name for his two minor sons?
Opinions:
Majority - Justice Fitzgerald Smith
No. A contract is unenforceable where the consideration is so grossly inadequate as to shock the conscience, especially when accompanied by circumstances of unfairness. The court found that the consideration provided by Dohrmann—adding 'Rogers' as an additional middle name to his sons' names—was illusory and grossly inadequate in exchange for assets worth over $5.5 million. The stated goal of perpetuating the Rogers name was not meaningfully achieved, as it was only an additional middle name that the sons used inconsistently and could legally remove at any time. Furthermore, the contract was surrounded by circumstances of unfairness, given the vast disparity in bargaining power between the parties. Rogers was an 89-year-old widow, while Dohrmann was a highly educated neurosurgeon who had consulted with an attorney to prepare for the agreement, whereas Rogers did not consult her own long-time counsel. This combination of shockingly inadequate consideration and unfair circumstances renders the contract void.
Analysis:
This decision reinforces the equitable doctrine that courts may scrutinize the substance of a contract, not just its form, particularly when a vulnerable party is involved. The ruling establishes that a mere token or illusory promise is not sufficient consideration to support a contract for a vastly disproportionate sum. The court's willingness to void the contract based on grossly inadequate consideration combined with 'slight' circumstances of unfairness provides a strong precedent for protecting the elderly and others with diminished bargaining power from unconscionable agreements. Future cases involving lopsided bargains will likely look to the combination of substantive unfairness (the deal itself) and procedural unfairness (how the deal was made).
