An escrow is “[a] legal document or property delivered by a promisor to a third party to be held by the third party for a given amount of time or until the occurrence of a condition, at which time the third party is to hand over the document or property to the promisee.” Black's Law Dictionary (10th ed.2014); see also Wiczer v. Wojciak, 391 Ill.Dec. 400, 30 N.E.3d 670, 679 (App.Ct.2015). In effect, an escrow reduces the degree of trust necessary to complete a deal by reducing the risk that one party won't turn over money or documents as promised. Under Illinois law “[a]n escrow agent has a fiduciary duty to the party making the deposit and the party for whose benefit the deposit is made. As a result, an escrow agent must act impartially toward all parties.”Wells Fargo Bank Minn., N.A. v. Envirobusiness, Inc., 387 Ill.Dec. 243, 22 N.E.3d 125, 136 (App.Ct.2014) (citation omitted).
"A judgment is against the manifest weight of the evidence only if the opposite conclusion is apparent or when the trial court's findings appear to be arbitrary, unreasonable, or not based on the evidence." Wiczer v. Wojciak, 2015 IL App (1st) 123753, ¶ 33, 30 N.E.3d 670.
“Contracts which specifically incorporate other documents by reference are to be construed as a whole with those other documents.” Wiczer v. Wojciak, 30 N.E.3d 670, 680 (Ill.App.Ct. 2015).
"For a contract to incorporate all or part of another document by reference, the reference must show an intention to incorporate the document and make it part of the contract." 188 LLC v. Trinity Indus., Inc. , 300 F.3d 730, 736 (7th Cir.2002) (internal quotation marks omitted); see alsoWiczer v. Wojciak , 391 Ill.Dec. 400, 30 N.E.3d 670, 680 (Ill.App.2015) (same). The clause here provides in relevant part that disputes "will be subject to binding arbitration and submitted to the AAA (American Arbitration Association) or some other similar organization."
It is a fundamental principle of contract law that an instrument may incorporate all or part of another instrument by reference. Wiczer v. Wojciak, 2015 IL App (1st) 123753, ¶ 36, 391 Ill.Dec. 400, 30 N.E.3d 670. However, the reference must demonstrate an intention to incorporate the document and make it part of the contract.
Accordingly, the applicable standard of review for this appeal is whether the trial court's factual findings were against the manifest weight of the evidence. See Wiczer v. Wojciak, 2015 IL App (1st) 123753, ¶ 33, 30 N.E.3d 670 ("The interpretation of contracts generally is subject to a de novo standard of review, but the factual findings that inform this interpretation are given deference on review and are to be reversed only where they are against the manifest weight of the evidence."); see also Clanton v. Oakbrook Healthcare Centre, Ltd., 2023 IL 129067, ¶ 31, 226 N.E.3d 1266 (explaining that de novo review is appropriate when interpreting an arbitration agreement "where there was no evidentiary hearing or findings of fact"). ¶ 28 Generally, the standard of review following a bench trial is whether the trial court's order or judgment is against the manifest weight of the evidence.
¶ 14 The parties agree that the instant direct appeal involves judgment on the pleadings and focuses on the construction and interpretation of the contract into which they entered. Under both circumstances, our review is to proceed, as the parties assent, via a de novo standard of review. See Gillen v. State Farm Mutual Automobile Insurance Co., 215 Ill.2d 381, 385, 294 Ill.Dec. 163, 830 N.E.2d 575 (2005), and Pekin Insurance Co. v. Allstate Insurance Co., 329 Ill.App.3d 46, 49, 263 Ill.Dec. 451, 768 N.E.2d 211 (2002) (on review from grant of judgment on the pleadings, reviewing court must ascertain de novo whether the trial court correctly determined that the pleadings presented no issue of material fact and whether it therefore correctly entered judgment); see also Wiczer v. Wojciak, 2015 IL App (1st) 123753, ¶ 33, 391 Ill.Dec. 400, 30 N.E.3d 670, and Asset Recovery Contracting, LLC v. Walsh Construction Co. of Illinois, 2012 IL App (1st) 101226, ¶ 74, 366 Ill.Dec. 615, 980 N.E.2d 708 (the interpretation of contracts is subject to de novo standard of review, but with the factual findings involved therein given deference by the reviewing court).¶ 15 Lokesh's first contention of error is that the trial court, in granting judgment on the pleadings in favor of Rakesh and Potter and against him, improperly found that the contract at issue was valid and enforceable because it was supported by consideration from Rakesh.
Tri–G, 222 Ill.2d at 252, 305 Ill.Dec. 584, 856 N.E.2d 389. Where, as here, the circuit court determined the construction of a contract as a matter of law, our review is de novo. Wiczer v. Wojciak, 2015 IL App (1st) 123753, ¶ 33, 391 Ill.Dec. 400, 30 N.E.3d 670. We construe the agreement as a whole, mindful that “meaning and effect must be given to every part[,] * * * including all its terms and provisions, so no part is rendered meaningless or surplusage unless absolutely necessary.”