La Salle National Bank v. Vega

520 N.E.2d 1129 (1988)

Quick Summary

La Salle National Bank (plaintiff) attempted to buy real estate from Mel Vega (defendant). The sale involved a specific negotiation process ending with La Salle’s trustees signing off. The dispute arose when this last step was not followed through.

The issue presented to the appellate court was whether a legally binding contract could exist without this crucial signature. The court concluded that without trustee execution, no contract was formed, affirming that certain procedures must be strictly followed for contractual obligations to arise.

Facts of the Case

La Salle National Bank (plaintiff), acting as a trustee under Trust No. 109529, engaged in negotiations with Mel Vega (defendant), aiming to purchase a land of real estate. A contract was drawn up outlining specific conditions for the contract’s enforcement. The conditions required the contract to be executed in sequence: by La Salle’s purchasing agent, by Vega, and by La Salle’s trustees.

The agreement would only become enforceable after La Salle’s trustees signed it. The purchasing agent and Vega adhered to the set procedure, but La Salle’s trustees did not sign the contract. This lack of signature led to a legal dispute over whether an enforceable contract existed between the parties.

Procedural Posture and History

  1. La Salle sued Vega for breach of contract, seeking specific performance.
  2. Jerold A. Borg intervened in the lawsuit, seeking specific performance of another contract for the same land.
  3. The trial court ruled in favor of Borg, stating that La Salle’s contract was not in effect because the trustees did not sign it.
  4. La Salle appealed the decision to the Illinois Appellate Court.

I.R.A.C. Format


Whether an enforceable contract existed between La Salle and Vega without the signature of La Salle’s trustees.

Rule of Law

A contract is only formed when there is a clear offer, acceptance, and consideration, and all conditions specified within the contract for its enforceability are met.

Reasoning and Analysis

The court scrutinized the explicit language within the rider attached to the real estate sale contract, which unequivocally stipulated that full execution by La Salle’s trustees was necessary for the agreement to take effect. Without this final step, no offer could be accepted, and no binding contract could be formed.

Despite arguments that beneficiaries might bind a trust or that there may have been a misunderstanding regarding the need for a trustee’s signature, the court interpreted the terms as written: unambiguous in requiring trustee execution for a valid contract.

Since this condition was not fulfilled, an offer was not accepted; therefore, no enforceable contract existed.


The appellate court affirmed the trial court’s decision that no enforceable contract was formed due to the absence of execution by La Salle’s trustees.

Key Takeaways

  1. Contracts must fulfill all specified conditions within their text to be enforceable.
  2. The absence of crucial signatures can negate what otherwise appears as an agreement between parties.
  3. Judicial decisions prioritize explicit terms within a written agreement over potential misunderstandings or assumptions about legal requirements.

Relevant FAQs of this case

How does the court interpret specific conditions in a contract for enforcement?

Courts rigorously analyze explicit conditions within a contract, upholding their literal meaning to determine enforceability.

  • For example: In a property sale contract, if the agreement stipulates the need for notarized signatures, courts strictly interpret this condition, ensuring compliance for the contract to be legally binding.

How does the absence of a crucial signature impact contract enforceability?

Without essential signatures, the contract lacks acceptance, rendering it unenforceable and creating legal uncertainty.

  • For example: In a business deal, if a required executive’s signature is missing, the court may rule the contract invalid, leaving parties without legal obligations.

What factors do courts prioritize when determining contract validity?

Courts prioritize explicit terms, considering clarity, mutual agreement, and adherence to specified conditions for determining contract validity.

  • For example: If a lease agreement clearly outlines rent payment conditions, the court prioritizes these terms when assessing the contract’s validity.


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