## Facts

- La Salle National Bank, as trustee of a land trust, alleged it entered a real estate sale contract with seller Mel Vega for certain land.
- The document included a rider drafted for the buyer that set a multi-step execution process and stated the agreement would be effective only after execution by the trustee.
- The purchasing agent signed the document on behalf of the buyer’s interests, and Vega signed as seller, but La Salle never signed as trustee.
- La Salle’s land-trust records contained no indication the document was presented to or executed by the trustee, and no signed trustee copy was produced.
- A third party, Jerold A. Borg, later contracted to purchase the same property and sought to enforce his contract while challenging the claimed La Salle–Vega agreement.

## Issues

1. Whether the March 1985 document became an enforceable contract when its rider required trustee execution for effectiveness and the trustee never executed it.
2. Whether summary judgment was proper where the only support for trustee execution was speculative and no signed trustee copy or record evidence existed.

## Decision

- The appellate court affirmed the trial court’s partial summary judgment for Borg and judgment for the Vega defendants on La Salle’s complaint.
- The court held no contract was formed because the document unambiguously conditioned effectiveness on trustee execution, which did not occur.
- The court found no genuine issue of material fact on trustee execution; conjecture about possible misfiling did not defeat summary judgment.

## Legal Principles

- Contract formation requires an offer, acceptance, and consideration; no contract arises unless the offeree gains the legal power to create a binding obligation under the offer’s terms.
- The offeror controls the mode and conditions of acceptance; if the offer requires written acceptance in a specified manner, other modes do not create a contract.
- Where a written instrument states it becomes effective only upon a specified execution, that execution functions as a condition precedent to formation; without it, specific performance is unavailable.
- A party opposing summary judgment must present evidence creating a genuine factual dispute; speculation cannot substitute for proof where the record shows nonexecution.

## Conclusion

Because the rider made trustee execution a prerequisite to the agreement’s coming into force and the trustee never signed, no contract formed between La Salle (as trustee) and Vega, and summary judgment rejecting La Salle’s contract claims was properly affirmed.


La Salle Nat’l Bank v. Vega, 167 Ill. App. 3d 154, 520 N.E.2d 1129 (Ill. App. Ct. 1988)