Chicago Inv. Corp. v. Dolins, 481 N.E.2d 712 (Ill. 1985). · Go Syfert
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Chicago Inv. Corp. v. Dolins, 481 N.E.2d 712 (Ill. 1985). Cases Citing This Book View Copy Cite
“arties may specifically provide that negotiations are not binding until a formal agreement is in fact executed. if the parties construe the execution of a formal agreement as a condition precedent, then no contract arises unless and until that formal agreement is executed.”
239 citation events (140 in the last 25 years) across 6 distinct courts.
Strongest positive: Midland Distribution, Inc. v. Zest US Wholesale, Inc. (ilnd, 2021-10-12)
Treatment trajectory · 1986 → 2026 · click a year to view as-of
1986 2006 2026
Top citers, strongest first. 50 distinct citers.
examined Cited as authority (verbatim quote) Midland Distribution, Inc. v. Zest US Wholesale, Inc.
N.D. Ill. · 2021 · quote attribution · 1 verbatim quote · confidence high
arties may specifically provide that negotiations are not binding until a formal agreement is in fact executed. if the parties construe the execution of a formal agreement as a condition precedent, then no contract arises unless and until that formal agreement is executed.
cited Cited as authority (rule) Karlow v. Hupke
Ill. App. Ct. · 2025 · confidence medium
Ceres Illinois, Inc. v. Illinois Scrap Processing, Inc., 114 Ill. 2d 133, 143 (1986) (memorialization); Chicago Investment Corp., 107 Ill. 2d at 126 (same terms).
cited Cited as authority (rule) McBain v. Marcorp Financial, LLC
Ill. App. Ct. · 2024 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985) (questions of fact reviewed according to the manifest-weight standard).
discussed Cited as authority (rule) George Street Acquisitions, LLC v. Parikh Family Companies
Ill. App. Ct. · 2024 · confidence medium
App. 3d 1095, 1099 (1980)), and, as a result, the trial court’s decision will not be reversed unless it is against the manifest weight of the evidence (Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985)). ¶ 70 In the present case, we agree that the contract is ambiguous because its language regarding the due date of the additional earnest money is indefinite in expression.
cited Cited as authority (rule) Romero v. Ringler
Ill. App. Ct. · 2022 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
cited Cited as authority (rule) Monarch Hospice & Palliative Care, Inc. v. Ybarra
Ill. App. Ct. · 2021 · confidence medium
App. 3d 367, 375 (2010) (quoting Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985)).
discussed Cited as authority (rule) Handler v. Smith
Ill. App. Ct. · 2021 · confidence medium
Similarly, “[t]he fact that parties contemplate that a formal agreement will eventually be executed does not necessarily render prior agreements mere negotiations, where it is clear that the ultimate contract will be substantially based upon the same terms as the previous document.” Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 127 (1985).
cited Cited as authority (rule) Aliano v. Transform SR LLC
Ill. App. Ct. · 2021 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
discussed Cited as authority (rule) Bank v. Spirrison
Ill. App. Ct. · 2020 · confidence medium
App. at 670. ¶ 46 In Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 126-27 (1985), our supreme court explained: “The fact that parties contemplate that a formal agreement will eventually be executed does not necessarily render prior agreements mere negotiations, where it is clear that the ultimate contract will be substantially based upon the same terms as the previous document. [Citation.] If the parties *** intended that the *** document be contractually binding, that intention would not be defeated by the mere recitation in the writing that a more formal agreement was yet to be dra…
cited Cited as authority (rule) People v. Transform SR LLC
Ill. App. Ct. · 2020 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
discussed Cited as authority (rule) Pride Aircraft, Inc
Bankr. N.D. Ill. · 2020 · confidence medium
Indeed, as the Illinois Supreme Court has noted, “[t]he fact that parties contemplate that a formal agreement will eventually be executed does not necessarily render prior agreements mere negotiations” though “parties may specifically provide that negotiations are not binding until a formal agreement is in fact executed.” , 107 Ill. 2d 120, 126-27 (1985).
discussed Cited as authority (rule) Neder Capital Services, LLC v. Huynh
Ill. App. Ct. · 2020 · confidence medium
The Trial Evidence ¶ 53 “In close cases, where findings of fact must necessarily be determined from the credibility of the witnesses (such as the case at bar), it is particularly true that an appellate court will defer to the findings of the circuit court unless they are against the manifest weight of the evidence.” Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
cited Cited as authority (rule) Luco Land Development, Inc. v. William Ryan Homes, Inc.
Ill. App. Ct. · 2020 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
cited Cited as authority (rule) In re Marriage of Watson
Ill. App. Ct. · 2019 · confidence medium
Corp. v. Dolins, 107 Ill. 2d 120, 129 (1985).
cited Cited as authority (rule) Jackson v. Mount Pisgah Missionary Baptist Church Deacon Board
Ill. App. Ct. · 2016 · confidence medium
Eychaner, 202 Ill. 2d at 251 (citing Chicago Investment Corp v. Dolins, 107 Ill. 2d 120, 124 (1985)).
cited Cited as authority (rule) Aliano v. Sears, Roebuck & Co.
Ill. App. Ct. · 2015 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
discussed Cited as authority (rule) McCarthy v. Taylor
Ill. App. Ct. · 2014 · confidence medium
Eychaner, 202 Ill. 2d at 251 (citing Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985)). ¶ 54 To the extent that we consider the construction and legal effect of a trust document, we review a trial court’s conclusions of law.
discussed Cited as authority (rule) McCarthy v. Taylor
Ill. App. Ct. · 2014 · confidence medium
Defendant, on the other hand, claims that we should review the trial court’s decision under the “manifest weight of the evidence” standard. 13 No. 1-13-2239 Eychaner, 202 Ill. 2d at 251 (citing Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985)). ¶ 54 To the extent that we consider the construction and legal effect of a trust document, we review a trial court’s conclusions of law.
cited Cited as authority (rule) Morgan Place of Chicago v. City of Chicago
Ill. App. Ct. · 2012 · confidence medium
App. 3d 367, 375 (2010) (quoting Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985)).
cited Cited as authority (rule) Law Offices of Colleen M. McLaughlin v. First Star Financial Corporation
Ill. App. Ct. · 2011 · confidence medium
App. 3d 367, 375 (2010) (quoting Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985)).
cited Cited as authority (rule) Village of Woodridge v. Board of Education of Community High School District 99
Ill. App. Ct. · 2010 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
cited Cited as authority (rule) Village of Woodridge v. Board of Education
Ill. App. Ct. · 2010 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
discussed Cited as authority (rule) Rockford Financial Systems, Inc. v. Borgetti (2×)
Ill. App. Ct. · 2010 · confidence medium
Rockford Financial's citation to discover Borgetti's assets held by National City was brought pursuant to supplementary proceedings under section 2--1402, which provides in part: "(a) A judgment creditor *** is entitled to prosecute supplementary proceedings for the purposes of examining the judgment debtor or any other person to discover assets or income of the debtor not exempt from the enforcement of the judgment, a deduction order or garnishment, and of compelling the application of non-exempt assets or income discovered toward payment of the amount due under the judgment ***. v. Dolins, 1…
cited Cited as authority (rule) Southwest Bank of St. Louis v. POULOKEFALOS
Ill. App. Ct. · 2010 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
cited Cited as authority (rule) Southwest Bank v. Poulokefalos
Ill. App. Ct. · 2010 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
cited Cited as authority (rule) S.I. Securities v. Powless
Ill. App. Ct. · 2010 · confidence medium
Vincent, 226 Ill. 2d at 17 n.5 (citing Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985)).
cited Cited as authority (rule) S.I. Securities v. Powless
Ill. App. Ct. · 2010 · confidence medium
Vincent, 226 Ill. 2d at 17 n.5, citing Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
discussed Cited as authority (rule) Dobbs v. Wiggins
Ill. App. Ct. · 2010 · confidence medium
"In Illinois, the law is well established that the trial judge, sitting without a jury, has 10 the obligation of weighing the evidence and making findings of fact." Chicago Investment Corp v. Dolins, 107 Ill. 2d 120, 124 (1985). "[A]n appellate court will defer to the findings of the circuit court unless they are against the manifest weight of the evidence." Dolins, 107 Ill. 2d at 124 .
discussed Cited as authority (rule) Dobbs v. Wiggins
Ill. App. Ct. · 2010 · confidence medium
“In Illinois, the law is well established that the trial judge, sitting without a jury, has the obligation of weighing the evidence and making findings of fact.” Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985). “[A]n appellate court will defer to the findings of the circuit court unless they are against the manifest weight of the evidence.” Dolins, 107 Ill. 2d at 124 .
discussed Cited as authority (rule) People v. Whiting
Ill. App. Ct. · 2006 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985). *** A decision is against the manifest -5- No. 2--05--0306 weight of the evidence only when an opposite conclusion is apparent or when the findings appear to be unreasonable, arbitrary, or not based on the evidence.' " People v. A Parcel of Property Commonly Known as 1945 North 31st Street, 217 Ill. 2d 481, 507 (2005), quoting Eychaner v. Gross, 202 Ill. 2d 228, 251-52 (2002).
discussed Cited as authority (rule) People v. Whiting (2×)
Ill. App. Ct. · 2006 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985). *** A decision is against the manifest weight of the evidence only when an opposite conclusion is apparent or when the findings appear to be unreasonable, arbitrary, or not based on the evidence.’ ” People v. A Parcel of Property Commonly Known as 1945 North 31st Street, 217 Ill. 2d 481, 507 (2005), quoting Eychaner v. Gross, 202 Ill. 2d 228, 251-52 (2002).
discussed Cited as authority (rule) People v. A Parcel of Property Commonly Known as 1945 North 31st Street, Decatur, Macon County, Illinois (2×) also: Cited "see"
Ill. · 2005 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985). *** A decision is against the manifest weight of the evidence only when an opposite conclusion is apparent or when the findings appear to be unreasonable, arbitrary, or not based on the evidence.
cited Cited as authority (rule) Pft Roberson, Inc. v. Volvo Trucks North America, Inc., and Volvo Transportation Services, N.A., Inc.
7th Cir. · 2005 · confidence medium
See, e.g., Feldman, 850 F.2d at 1222 ; Chicago Investment Corp. v. Dolins, 107 Ill.2d 120, 126-27 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 715 (1985); Baltimore & Ohio Southwestern Ry. v. People ex rel.
cited Cited as authority (rule) PFT Roberson Inc v. Volvo Truck North
7th Cir. · 2005 · confidence medium
See, e.g., Feldman, 850 F.2d at 1222 ; Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 126-27 , 481 N.E.2d 712, 715 (1985); Baltimore & Ohio Southwestern Ry. v. People ex rel.
discussed Cited as authority (rule) Bloomington Partners, LLC v. City of Bloomington (2×) also: Cited "see"
C.D. Ill. · 2005 · confidence medium
Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 714 (1985).
discussed Cited as authority (rule) JamSports and Entertainment, LLC v. PARADAMA PRODUCTION, INC.
N.D. Ill. · 2004 · confidence medium
See Quake Construction, Inc. v. American Airlines, Inc., 141 Ill.2d 281, 287-88 , 152 Ill.Dec. 308 , 565 N.E.2d 990, 993 (1990); Chicago Investment Corp. v. Dolins, 107 Ill.2d 120, 126-27 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 715 (1985); Magnus v. Lutheran General Health Care System, 235 Ill.App.3d 173, 181 , 176 Ill.Dec. 209 , 601 N.E.2d 907, 913 (1992).
examined Cited as authority (rule) Ocean Atlantic Development Corp. v. Aurora Christian Schools, Inc. (6×) also: Cited "see"
7th Cir. · 2003 · confidence medium
Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 715 (1985). 164 F.3d at 387.
examined Cited as authority (rule) ca7 2003 (6×) also: Cited "see"
7th Cir. · 2003 · confidence medium
Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 715 (1985). 67 164 F.3d at 387.
cited Cited as authority (rule) Cohen Development Company, an Illinois Corporation v. Jmj Properties, Inc., a Michigan Corporation
7th Cir. · 2003 · confidence medium
Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 715 (1985).
discussed Cited as authority (rule) Cohen Development Co v. JMJ Properties Inc
7th Cir. · 2003 · confidence medium
Corp. v. Dolins, 481 N.E.2d 712, 715 (Ill. 1985). 2 In its brief, JMJ argues that the April 8 and May 6 letters were not admitted into evidence by the district court and should not be considered on appeal because they are inadmissible hear- say.
cited Cited as authority (rule) La Salle Bank, N.A. v. DeCarlo
Ill. App. Ct. · 2003 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
cited Cited as authority (rule) La Salle Bank v. DeCarlo
Ill. App. Ct. · 2003 · confidence medium
Chicago Investment Corp. v. Dolins , 107 Ill. 2d 120, 124 (1985).
examined Cited as authority (rule) Eychaner v. Gross (3×) also: Cited "see"
Ill. · 2002 · confidence medium
Chicago Investment Corp. v. Dolins, 107 Ill. 2d 120, 124 (1985).
examined Cited as authority (rule) Eychaner v. Gross (3×) also: Cited "see"
Ill. · 2002 · confidence medium
Chicago Investment Corp. v. Dolins , 107 Ill. 2d 120, 124 (1985).
discussed Cited as authority (rule) Abbott Laboratories v. Alpha Therapeutic Corporation
7th Cir. · 1999 · confidence medium
Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 715 (1985). 8 Abbott contends that the August letters between Jones and Colton constitute a legally binding offer and acceptance which show the parties' mutual assent to the terms contained in Ms. Jones's letter.
cited Cited as authority (rule) Abbott Laboratories v. Alpha Therapeutic Corp.
7th Cir. · 1999 · confidence medium
Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869 , 481 N.E.2d 712, 715 (1985).
discussed Cited as authority (rule) C.L. Maddox, Incorporated v. Coalfield Services, Incorporated
7th Cir. · 1995 · confidence medium
Any suggestion that the parties did not intend it to be a contract, intended rather that no legally enforceable obligations arise until the parties reduced their oral agreement to writing, Quake Construction, Inc. v. American Airlines, Inc., 141 Ill.2d 281 , 152 Ill.Dec. 308, 312 , 565 N.E.2d 990, 994 (1990); Chicago Investment Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869, 872 , 481 N.E.2d 712, 715 (1985), is rendered implausible by the fact that Mr. Maddox had said he would sign Coalfield’s proposal, implying agreement to the terms set forth in it.
discussed Cited as authority (rule) Solow v. Northwest Airlines, Inc. (In Re Midway Airlines, Inc.)
Bankr. N.D. Ill. · 1995 · confidence medium
Corp. v. Dolins, 107 Ill.2d 120, 127 , 89 Ill.Dec. 869, 872 , 481 N.E.2d 712, 715 (1985). 50.In ? determining the meaning of an agreement or a term of an agreement, the preferred meaning is that “which operates against the party who supplie[d] the words.” RESTATEMENT (SECOND) OF CONTRACTS § 206 (1981); see Larkin v. Sanelli, 213 Ill.App.3d 597, 603-04 , 157 Ill.Dec. 681, 686 , 572 N.E.2d 1145, 1150 (1st Dist.), appeal denied, 141 Ill.2d 543 , 162 Ill.Dec. 491 , 580 N.E.2d 117 (1991).
discussed Cited as authority (rule) James R. Murray v. Abt Associates Inc. And Walter R. Stellwagen (2×)
7th Cir. · 1994 · confidence medium
Empro Manufacturing Co. v. Ball-Co Manufacturing, Inc., 870 F.2d 423 (7th Cir.1989) (Illinois law); Feldman v. Allegheny International, Inc., 850 F.2d 1217 (7th Cir.1988) (Illinois law); Chicago Investment Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869, 872 , 481 N.E.2d 712, 715 (1985); Interway, Inc. v. Alagna, 85 Ill.App.3d 1094 , 41 Ill.Dec. 117 , 407 N.E.2d 615 (1st Dist.1980).
discussed Cited as authority (rule) Empro Manufacturing Co., Inc. v. Ball-Co Manufacturing, Inc.
7th Cir. · 1989 · confidence medium
Parties may decide for themselves whether the results of preliminary negotiations bind them, Chicago Investment Corp. v. Dolins, 107 Ill.2d 120 , 89 Ill.Dec. 869, 871 , 481 N.E.2d 712, 715 (1985), but they do this through their words.
CHICAGO INVESTMENT CORPORATION, Appellee,
v.
LOUIS DOLINS Et Al., Appellants
60928.
Illinois Supreme Court.
Jul 17, 1985.
481 N.E.2d 712
Sidney Z. Karasik, of Chicago, for appellants., William E. Rattner, of Levy & Erens, of Chicago, for appellee.
Clark.
Cited by 98 opinions  |  Published
CHIEF JUSTICE CLARK

delivered the opinion of the court:

Plaintiff, Chicago Investment Corporation (CIC), brought this action to obtain specific performance as assignee of a purported real estate sales contract (the document) made between its assignor, James F. Graves (Graves), and the defendants, Louis and Max Dolins (the Dolins). The Dolins filed a motion to strike the complaint and dismiss the suit, alleging that there was no enforceable contract in existence. The circuit court of Cook County granted the Dolins’ motion. The plaintiff appealed this decision.

The appellate court held that it was improper for the circuit court to resolve the issue of whether the document “unambiguously indicate[d] that the parties did not intend to be bound.” (Emphasis in original.) (93 Ill. App. 3d 971, 975.) The appellate court went on to note that parol evidence should have been admitted in order to ascertain whether the parties intended to be bound by the document. Accordingly, the appellate court reversed the dismissal and remanded the cause for trial.

The case proceeded to trial on the issues raised by the pleadings. At the conclusion of a lengthy bench trial, the trial judge requested that the parties submit proposed findings of fact and conclusions of law. After reviewing both parties’ proposed, detailed findings, the trial judge adopted the proposal which the Dolins submitted. CIC appealed once again.

The appellate court held that the judgment entered by the circuit court was against the manifest weight of the evidence. (126 Ill. App. 3d 1152.) In a Rule 23 order (87 Ill. 2d R. 23) the appellate court reversed the circuit court’s judgment and remanded the cause with directions that the the circuit court enter a judgment in favor of CIC for “specific performance *** and for such other action as may be appropriate.” We granted the Dolins’ petition for leave to appeal (87 Ill. 2d R. 315).

The principal issue in this case is whether the appellate court erred by holding that the circuit court’s findings were against the manifest weight of the evidence. In Illinois, the law is well established that the trial judge, sitting without a jury, has the obligation of weighing the evidence and making findings of fact. (See Johnson v. Lane (1938), 369 Ill. 135; Nofftz v. Nofftz (1919), 290 Ill. 36.) In close cases, where findings of fact must necessarily be determined from the credibility of the witnesses (such as the case at bar), it is particularly true that an appellate court will defer to the findings of the circuit court unless they are against the manifest weight of the evidence. People v. Cheek (1982), 93 Ill. 2d 82, 94; Dooley v. James A. Dooley Associates Employees Retirement Plan (1982), 92 Ill. 2d 476, 489.

In the instant case, the appellate court correctly noted that the issue is largely based upon the expressed manifestations of intent of the parties to the document in question. In W.T. Grant Co. v. Jaeger (1922), 224 Ill. App. 538, the court enumerated some of the factors which are deemed persuasive in resolving the question which the court has considered in deciding the question at bar:

“Circumstances which have been suggested as being helpful in determining the intention of the parties are whether the contract is one usually put in writing; whether there are few or many details; whether the amount involved is large or small; whether it requires a formal writing for a full expression of the covenants and premises; and whether the negotiations themselves indicate that a written draft is contemplated as the final conclusion of the negotiations.” 224 Ill. App. 538, 546.

Since the appellate court set forth the basic facts in its first opinion (93 Ill. App. 3d 971), except to the extent necessary, they will not be repeated here.

The relationship between the Dolins and Graves, sole stockholder of CIC, commenced in July of 1977 when Graves was introduced to the Dolins as an agent for Lewis University Endowment Fund, Inc. After the initial meeting in 1977, the parties negotiated for the sale of a “package of hotels” owned by the Dolins. The negotiations lasted into the summer of 1979.

Following a series of discussions concerning the purchase of the package of hotels, a letter dated September 6, 1977, was prepared and signed by Graves on behalf of the endowment fund and by the Dolins. The letter mentioned five hotel properties by name and address, a purchase price, general terms of sale and financing, and the seller’s responsibility for the brokerage commissions, as well as other matters.

Paragraph 5 of that letter stated:

“You understand that the final contract for sale will contain standard provisions relating to title, prorations, the mechanics of closing and obligations of the buyer and sellers.” (Emphasis added.)

Paragraph 6 stated:

“This letter is not intended as a contract but merely as a statement of the present intentions and understandings of the parties. The transactions will be binding upon the parties only in accordance with the terms of the final contract of sale, only after such contract of sale has been approved by counsel of the parties and by our Board of Directors.”

The plaintiff’s witnesses, including Graves, described this letter as a “letter of intent” and acknowledged that as a “letter of intent” it was not intended to be a binding contract of purchase, that a “final contract” would have to be drawn and approved by counsel for the parties and by the endowment fund’s board of directors.

Between September 6, 1977, and July 18, 1979 (the date of the document which the plaintiff claims is a contract and the subject of this lawsuit), a series of documents was prepared for the sale and purchase of the Dolins’ hotel properties. The documents were drafts of proposed contracts for the sale of the hotel properties. The drafts were entitled: “Agreement,” “Agreement of Sale,” “Memorandum of Agreement,” and “Letter of Intent.” The documents purporting to be drafts of “Agreement[s]” were generally lengthier than documents described as “Letter[s] of Intent.” The agreements contain details customarily found in contracts for the sale of real estate. They specify various terms and conditions of sale, purchase price, earnest money, mortgage financing, security interest for the personal property, conditions of title, forms of conveyance, prorations, warranties and representations, forms and conditions of notice to the respective parties, provisions for escrow, as well as other items.

The Dolins signed only two documents, namely, the aforementioned “Letter of Intent” dated September 6, 1977, and the document in question dated July 18,1979.

Although the document at issue does not contain the exact language of paragraphs 5 and 6 of the “Letter of Intent” (quoted above), it does contain the following provisions:

“2F. The final contract shall be in form and substance acceptable to attorneys for the Seller and Buyer.
* * *
21. Immediately upon execution of the contract contemplated herein, Seller will take such steps as may be necessary or advisable in and about obtaining possession of ‘Adult Book Store’ currently occupying the store at Ohio East Hotel.” (Emphasis added.)

No “final contract” was ever written or signed by any of the parties.

The fact that parties contemplate that a formal agreement will eventually be executed does not necessarily render prior agreements mere negotiations, where it is clear that the ultimate contract will be substantially based upon the same terms as the previous document. (See Borg-Warner Corp. v. Anchor Coupling Co. (1958), 16 Ill. 2d 234.) If the parties in the instant case intended that the July 18, 1979, document be contractually binding, that intention would not be defeated by the mere recitation in the writing that a more formal agreement was yet to be drawn. However, parties may specifically provide that negotiations are not binding until a formal agreement is in fact executed. (See Terracom Development Group, Inc. v. Coleman Cable & Wire Co. (1977), 50 Ill. App. 3d 739.) If the parties construe the execution of a formal agreement as a condition precedent, then no contract arises unless and until that formal agreement is executed.

In the case at bar, the trial judge not only placed reliance upon the language used in the July 18, 1979, document, he also considered items which are normally included in contracts of this nature, but were omitted in this document. The trial judge stated that these omissions were significant because they were included in the unsigned draft agreements. The trial judge noted the following omissions:

“(a) No date for consummation of sale is specified;
(b) No date for execution of the mentioned ‘Purchase Money Mortgage and Note’ or by whom it is to be executed or when interest payments are to commence, is mentioned;
(c) No reference is made to prorations;
(d) No mention is made of the terms of the contemplated mortgage in reference to conditions of default, allocation of indebtedness to the separate parcels, requirements as to escrow deposits, for taxes and insurance, commission of waste, or none of the customary items found in mortgage instruments are set forth;
(e) Details relating to release and release prices of the properties are left blank;
(f) Form of conveyance, whether by Trustee’s Deed, Assignment of Beneficial Interest, Security Interest for the personal property and other details are omitted.
(g) Warranties and representations are not mentioned.
(h) Forms of notice to the respective parties is omitted.”

While all the foregoing omissions are not equally material, the trial judge specifically found that cumulatively they were significant.

Another salient factor relied on by the trial judge in reaching his decision was the testimony of the defendants concerning the “accommodation theory.” The Dolins testified that Graves told them that he required a signed document, such as the document in question, for the purpose of showing prospective purchasers evidence that the long series of fruitless negotiations were still credible and that the Dolins were still seriously interested in selling their hotels for the “right price and terms of sale.” The defendants also testified that they signed the document solely as an accommodation to Graves for the purpose which he stated to them, and not as a final, binding contract.

Conversely, Graves testified that he never made such a request and that the Dolins did not sign as an “accommodation” to him. However, the trial judge “disbelieve^] Mr. Graves’ disclaimer.”

Another factor weighed by the trial judge was the caption of the July 18, 1979, document which was entitled: “Letter of Intent.” The title of the document suggests preliminary negotiations, as opposed to a final and binding contract. Having weighed this factor, along with the aforementioned considerations, the trial judge found for the Dolins.

The appellate court, having only reviewed the record, concluded such a finding was against the manifest weight of the evidence. The appellate court found that the operative terms of the document were of sufficient clarity to enable the required specific performance. In so finding, the appellate court concluded that “the totality of the record in the case at bar evinces an objective manifestation of intent on the part of the parties to be bound by the document they executed on July 18, 1979.”

While we agree that the record does contain some evidence that the parties meant to be bound, we cannot agree with the appellate court’s holding that the trial judge’s finding was against the manifest weight of the evidence. In this case, there was ample evidence in the record to support the trial judge’s findings. Merely because the appellate court might have, as the trier of fact, reached a different conclusion based upon the often conflicting evidence presented in this case, that does not justify a reversal of the circuit court. It must be remembered that it was the trial judge who saw the witnesses and heard them testify. His findings should be given due weight and consideration. Therefore, we hold that the finding in this case, that the parties did not intend to be bound by the July 18, 1979, document, was not against the manifest weight of the evidence.

Accordingly, we reverse the judgment of the appellate court and affirm the judgment of the circuit court.

Appellate court reversed; circuit court affirmed.