## Facts

- George J. Dohrmann III, a 40-year-old neurosurgeon, developed a friendship with Virginia H. Rogers, an elderly, wealthy widow with no close family, in their Chicago cooperative apartment building.
- Dohrmann consulted an estate-planning attorney, obtained a template agreement, and modified it himself to secure a substantial benefit from Rogers in exchange for “past and future services.”
- On April 1, 2000, Rogers (about 89 years old) signed a one-page contract stating that, at her death, she would convey to Dohrmann her cooperative apartment, its contents, and $4 million in exchange for his “past and future services,” including helping “continue the Rogers name” by incorporating it into his children’s names.
- The document was executed informally: no witnesses, no notary, and no consultation with Rogers’s long-time attorney, Thomas E. Swaney.
- The promised transfer was valued at roughly $5.5 million.
- Dohrmann changed his sons’ names by adding “Rogers” as an additional middle name; the contract did not bind the sons to use the name or prevent later changes.
- Rogers was later diagnosed with dementia/Alzheimer’s disease and adjudicated disabled; Swaney was appointed guardian of her estate and later served as successor trustee and independent executor.
- Before death, Rogers transferred her cooperative apartment into an existing trust, and her final estate plan did not provide Dohrmann the apartment, contents, and $4 million described in the agreement.
- Dohrmann sued Swaney (in fiduciary capacities) seeking declaratory and specific-performance-type relief to enforce the contract; the trial court granted summary judgment for the estate on the remaining counts.

## Issues

1. Whether the contract was unenforceable because Dohrmann’s promised performance was so grossly inadequate compared to the multi-million-dollar death transfer that enforcement would be unconscionable.
2. Whether the surrounding circumstances (including disparity in bargaining power, Rogers’s age and vulnerability, and lack of independent advice) independently supported refusing enforcement.
3. Whether Rogers’s statements expressing suspicion about Dohrmann’s motives were admissible under the state-of-mind hearsay exception and could be considered on summary judgment.

## Decision

- The appellate court affirmed summary judgment for Swaney and the estate.
- The court held the agreement unenforceable as a matter of law because the consideration was grossly inadequate relative to the promised transfer.
- The court further held the agreement was unfair in light of the parties’ markedly unequal positions and the circumstances of execution.
- The court held Rogers’s statements about her suspicions were admissible to show her then-existing state of mind and were properly considered.

## Legal Principles

- While courts generally do not weigh the adequacy of consideration, they may refuse enforcement when consideration is so grossly inadequate—especially coupled with unfair circumstances—that the bargain shocks the conscience.
- Equity closely examines transactions in which a vulnerable elderly person promises substantial assets to a younger, sophisticated party, particularly where the stronger party initiated the arrangement and the weaker party lacked independent advice.
- Consideration that is largely symbolic or effectively illusory may not support enforcement of a contract requiring a substantial transfer of property.
- Out-of-court statements offered to show the declarant’s then-existing mental or emotional condition may be admitted under the state-of-mind exception to hearsay.

## Conclusion

The court affirmed denial of enforcement of a contract calling for a multi-million-dollar transfer at death because the promised return was minimal and effectively illusory, and the agreement arose from unfair circumstances marked by stark bargaining inequality and lack of independent counsel; related state-of-mind evidence was properly admitted on summary judgment.


Dohrmann v. Swaney, 14 N.E.3d 605 (Ill. App. Ct. 2014)