Court: Appellate Court of Illinois; December 26, 1990; Illinois; State Appellate Court
Plaintiff Gast Monuments, Inc. initiated a quo warranto proceeding against defendant Rosehill Cemetery Company, contesting its right to sell headstones and burial markers at Rosehill Cemetery in Chicago. The trial court ruled in favor of the defendant, and this decision was affirmed. The Rosehill Cemetery Company was established in 1859 under a special charter from the Illinois legislature, allowing it to operate as a not-for-profit corporation and granting it specific rights, including tax exemptions for cemetery grounds. In 1863, the charter was amended to provide the power of eminent domain for cemetery expansion. In 1983, the defendant was incorporated as a for-profit entity, Rosehill Memorial, Inc., which acquired the assets of the Original Rosehill and later changed its name to Rosehill Cemetery Company after the liquidation of the Original Rosehill. The Original Rosehill's dissolution is undisputed, leaving the Rosehill Charter intact but no longer applicable to an active not-for-profit entity. The defendant sells headstones and burial markers from a designated area of its property, which is not tax-exempt, unlike the land used solely for burial purposes. The plaintiff also sells similar products nearby, creating competition. The plaintiff argues that the defendant’s sales are unlawful under the Rosehill Charter; however, the court found that the defendant does not benefit from any special privileges under the charter.
Defendant's property enjoys tax exemption not due to the Rosehill Charter, but under a statute applicable to all cemetery associations and corporations, indicating that the defendant lacks any unique tax exemptions, eminent domain powers, or privileges compared to other corporations formed under the Business Corporation Act. The right to sell headstones, burial markers, and monuments stems from the defendant's articles of incorporation under the Business Corporation Act, which permits such activities for cemetery operations. The Rosehill Charter does not influence this right.
Plaintiff's reliance on the case of People ex rel. J.H. Anderson Monument Co. v. Rosehill Cemetery Co. is misplaced. In that case, Anderson contested the Original Rosehill’s authority to sell monuments under the Rosehill Charter, while the Original Rosehill claimed that operating a cemetery implicitly allowed for selling such items. The court ruled against the Original Rosehill, emphasizing that its powers should be strictly interpreted to avoid giving it an unfair advantage in free enterprise. Unlike the Original Rosehill, which had special charter privileges, the defendant lacks any unique privileges under the Business Corporation Act and, if exempt from taxes, shares that exemption with all other cemetery-operating corporations in Illinois.
Eminent domain powers applicable to corporations under the Business Corporation Act differ from those in the Anderson case, which is not relevant here. The Anderson case focused solely on the powers of the Original Rosehill under its specific charter, which restricted it from selling burial markers and monuments unless expressly authorized. The plaintiff claims that the defendant inherited all restrictions from the Rosehill Charter due to its provision for perpetual succession; however, this is refuted. The Rosehill Charter allows for perpetual succession, but this feature is also found in the Business Corporation Act, which grants similar general powers to all corporations. Perpetual succession signifies that a corporation can outlive its founders, but does not imply that its restrictions or privileges remain after dissolution, as occurred with the Original Rosehill. The plaintiff's argument that the defendant lacks the right to sell headstones and memorials due to a specific statutory provision is flawed, as that statute pertains only to the transfer of ownership for burial purposes and does not explicitly address the sale of memorials. Thus, the defendant is not limited to burial purposes in the sale of memorials.
Plaintiff's interpretation of the statute regarding cemetery land use is deemed strained and unsupported. According to Chapter 21, cemetery associations may acquire land solely for burial purposes, which includes not just interment but also essential operations of a cemetery such as grave marking, maintenance, and the sale of headstones and monuments. The statute's wording indicates legislative intent to permit such activities, thereby rejecting the plaintiff's narrow definition. Additionally, the plaintiff's claim that restrictions on selling memorials constitute a covenant that runs with the land is found inapplicable, as the referenced case deals with private restrictive covenants, not legislative enactments. It is clarified that corporate powers are governed by a corporation's articles of incorporation, and the defendant, although sharing a name with the Original Rosehill, is a distinct entity formed under the Business Corporation Act. Since the Original Rosehill was dissolved and renamed, the defendant does not inherit any rights or restrictions from it. Consequently, the plaintiff's legal challenge against the defendant's right to sell cemetery-related items is legally unfounded, leading to the trial court's affirmation of summary judgment in favor of the defendant.
