## Facts

- A luxury apartment building at 1550 North State Parkway in Chicago was offered for sale without broad marketing; the owner indicated a firm $2.7 million offer would be considered without price negotiation.
- James T. Rodgers, lacking sufficient capital and experience to buy and convert the building to condominiums, approached Jerrold Ruskin, an experienced real-estate broker, to pursue the opportunity together.
- Ruskin and Rodgers executed a written agreement to jointly purchase and convert the building; it expressly provided that profits would be split equally.
- Ruskin contributed efforts and expertise, including work directed toward securing financing and structuring the transaction.
- Rodgers later pursued the transaction with other investors and entities, excluding Ruskin from the resulting profit structure.
- Ruskin sued Rodgers and related corporations (Pelham Corporation and First Wilmette Corporation) for specific performance and related equitable relief to enforce his claimed one-half share.
- Two days before trial, Rodgers sought a continuance based on counsel’s asserted unpreparedness; the trial court denied it.
- During cross-examination of the first witness, Rodgers sought to discharge counsel and substitute new counsel; the trial court denied the request.
- Separately, Aimco, Inc. and Louis F. Allocco intervened, claiming entitlement to compensation under an alleged brokerage arrangement connected to the transaction.

## Issues

1. Whether the written agreement between Ruskin and Rodgers created an enforceable joint venture supported by consideration.
2. Whether Rodgers breached the joint-venture agreement by proceeding with the transaction and retaining profits without honoring the equal-profit provision.
3. Whether specific performance (including awarding Ruskin one-half of Rodgers’ profits) was an appropriate equitable remedy.
4. Whether the trial court abused its discretion by denying Rodgers’ motion for a continuance made two days before trial.
5. Whether the trial court abused its discretion by denying Rodgers’ mid-trial attempt to substitute counsel.
6. Whether Aimco and Allocco were entitled to compensation on the theory that Rodgers earned a brokerage commission rather than a profit interest as a finder/joint venturer.

## Decision

- The appellate court affirmed the judgment granting Ruskin specific performance enforcing the equal-profit joint venture.
- The court held the written agreement created a valid joint venture for a single real-estate enterprise for profit, and Ruskin’s efforts and expertise (including financing-related work) constituted sufficient consideration.
- The court upheld the finding that Rodgers breached the agreement by excluding Ruskin from the economic benefits of the transaction.
- The court affirmed the trial court’s denial of Rodgers’ continuance request and the refusal to permit mid-trial substitution of counsel, finding no abuse of discretion.
- The court affirmed the denial of relief to Aimco and Allocco, concluding Rodgers acted as a finder rather than a broker and did not earn a brokerage commission that would trigger their claimed entitlement.
- The cause was remanded for further proceedings consistent with the opinion while leaving the affirmed determinations intact.

## Legal Principles

- A joint venture may be established by an agreement associating parties to carry out a single enterprise for profit; an express equal-profit term supports enforceability.
- Consideration for a joint venture can consist of non-monetary contributions, including professional expertise and efforts to secure financing and make the project feasible.
- A party cannot avoid joint-venture obligations through unilateral repudiation that is not effectively communicated and is inconsistent with the other party’s continued performance.
- Specific performance and related equitable relief may be available to enforce a real-estate joint venture, including relief measured by the agreed profit share when necessary to effectuate the parties’ bargain.
- Motions for continuance and mid-trial substitution of counsel are committed to the trial court’s discretion; a party’s ability to change counsel is subject to reasonable limits to prevent disruption, delay, and prejudice.
- A finder who merely introduces parties, without negotiating the transaction, is distinct from a broker; compensation characterized as profit participation rather than a negotiated commission may defeat third-party claims premised on a brokerage commission.

## Conclusion

The appellate court enforced a written real-estate joint venture by affirming specific performance awarding Ruskin one-half of Rodgers’ profits, upheld the trial court’s discretionary control over continuance and mid-trial counsel substitution, and rejected intervenors’ commission claims because Rodgers functioned as a finder rather than a broker.


Ruskin v. Rodgers, 79 Ill. App. 3d 941, 399 N.E.2d 623 (Ill. App. Ct. 1st Dist. 1979)