United States Court of Appeals for the Seventh Circuit - 706 F.2d 193
In the 1983 case Sahadi v. Continental Illinois National Bank & Trust Co. of Chicago, the Seventh Circuit Court of Appeals ruled on a contract dispute involving a shipping company and a bank. The case centered on an agreement to forbear, which is a creditor's agreement to delay or suspend enforcing a debt or obligation.
The shipping company, Great Lakes and European Lines, Inc., owned by Fred and Helen Sahadi, secured a $3 million loan from the defendant bank, which was personally guaranteed by the Sahadis. The bank later promised to increase the loan to $11 million but didn't due to a deteriorating relationship between the parties.
The shipping company threatened to sue the bank and withheld interest payments. In response, the bank threatened to call in the loan. After negotiations, both parties reached an agreement, but when the shipping company made the interest payment a day late, the bank refused it and called in the loan, leading to the company's bankruptcy and significant personal liability for the Sahadis.
The Sahadis sued the bank, but the district court sided with the bank. On appeal, the Seventh Circuit reversed the decision and called for a trial because there was a genuine dispute about whether the late payment constituted a material breach of the agreement.
The case is significant because it highlights the concept and application of agreements to forbear in contract law. These agreements are enforceable contracts requiring good faith and fair dealing from both parties, and they don't allow for unreasonable termination without notice or cure.
The case involves a dispute over a loan agreement between Great Lakes and European Lines, Inc. (GLE) and Continental Illinois Bank. GLE claims that the Bank breached the agreement by calling the loan without notice, and there were factual disputes regarding the material breach and the Bank's duty of good faith. The court found that there was a genuine factual dispute regarding the material breach, and the case was remanded for trial. The negotiations resulted in two agreements, one of which released the Bank from any claims and collateralized the Sahadis' guarantee of the Bank's outstanding loan to GLE. The other agreement provided for the payment of interest and forbearance from demanding payment of the entire outstanding loan and accrued interest until December 31, 1977. The Bank could demand payment in full of the liabilities prior to December 31, 1977, if GLE failed to make payment of interest accrued on the liabilities through September 30, 1977, on or before November 15, 1977. The Bank sent a billing to GLE headquarters on November 9, 1977, reminding GLE of the interest due on November 15 and referring to the October 25, 1977 agreement, but the letter did not mention the Bank's intent to call the loan if payment did not arrive on the specified date. The Bank made no mention of its intent to call the loan when speaking with top GLE representatives on November 14 and 15. The Bank had routinely accepted late interest payments from GLE under the underlying loan that the agreement modified.
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