                                       2019 IL 123264



                                         IN THE
                                SUPREME COURT
                                             OF
                          THE STATE OF ILLINOIS




                                    (Docket No. 123264)

                JoANN SMITH, Appellant, v. THE VANGUARD GROUP,
                      INC., et al. (Scott Smith et al., Appellees).


                              Opinion filed January 25, 2019.



        JUSTICE GARMAN delivered the judgment of the court, with opinion.

        Chief Justice Karmeier and Justices Thomas, Kilbride, Burke, Theis, and
     Neville concurred in the judgment and opinion.



                                         OPINION

¶1       JoAnn Smith, Donald Smith’s widow, brought an action seeking to be declared
     the rightful beneficiary of Donald’s individual retirement account after his passing.
     Donald initially listed no beneficiary who would take any funds remaining in that
     account at his death. In 2013, he was hospitalized. During his hospitalization,
     someone designated JoAnn as beneficiary. When Donald was released from the
     hospital, he filed an action for a temporary restraining order and injunction. The
     spouses stipulated to an injunction ordering that neither party engage in any
     transaction regarding the parties’ financial accounts. That injunction action was
     later combined with a dissolution action. While still bound by the injunction,
     Donald changed the beneficiary designation to his sons, Scott and Jeffrey Smith.
     After the combined actions were dismissed, Donald passed away. JoAnn
     subsequently brought this underlying action, alleging that the beneficiary change
     was in violation of the injunction and that the change was therefore void. The
     circuit court granted Scott and Jeffrey’s motion to dismiss, and the appellate court
     affirmed. We granted JoAnn’s petition for leave to appeal. Ill. S. Ct. R. 315 (eff.
     Nov. 1, 2017).


¶2                                    BACKGROUND

¶3       JoAnn and Donald married in 1974. The couple had several individual and joint
     financial accounts, including retirement accounts. Among those accounts was an
     individual retirement account with the Vanguard Group (the Vanguard IRA) solely
     in Donald’s name. Donald had not listed a beneficiary who would receive any
     funds remaining in that account at his death. In 2013, Donald was hospitalized from
     July 21 to August 2. On July 31, 2013, someone designated JoAnn as beneficiary.

¶4       On August 6, 2013, Donald filed a petition for issuance of temporary
     restraining order and for preliminary injunction against JoAnn. Donald alleged that
     JoAnn would not allow him access to the marital residence and that JoAnn made
     various unauthorized withdrawals from Donald’s financial accounts during the
     time Donald was hospitalized, depositing the funds into her personal account. He
     also alleged that she attempted to liquidate another of his brokerage accounts with
     an invalid power of attorney. Donald sought the temporary restraining order “to
     maintain the status quo of the parties prior to the withdrawal[s] and deposits.” He
     also sought return of the withdrawn funds and to prevent JoAnn “from further
     converting [Donald’s] assets.”

¶5       On August 8, 2013, the circuit court entered a stipulated preliminary injunction
     providing that the funds withdrawn during Donald’s hospitalization would be
     restored. Donald was to temporarily “reside with his son,” Scott. Donald had
     another adult son, Jeffrey. The record implies that Scott and Jeffrey are not JoAnn’s
     children but does not definitively so indicate. The injunction further provided that



                                             -2-
     each spouse would be allowed certain funds for living expenses and that the
     spouses’ financial accounts were otherwise “closed to any transactions.” On
     September 6, 2013, Donald filed a dissolution action, and the two actions were
     consolidated. The injunction remained in effect.

¶6       On March 13, 2014, while the combined actions were still pending and the
     injunction was still in effect, Donald designated Scott and Jeffrey as the primary
     and only beneficiaries of the Vanguard IRA. On October 29, 2014, Donald and
     JoAnn stipulated to the dismissal of the dissolution and injunction actions. The
     injunction was dismissed along with the underlying actions. Donald passed away
     on March 30, 2015.

¶7       Shortly after Donald’s passing, JoAnn discovered the beneficiary change. She
     filed this underlying action in the Madison County circuit court seeking a
     declaratory judgment in the first count and alleging that Donald committed fraud
     by changing the beneficiary designation in violation of the injunction in the second
     count. Scott and Jeffrey filed a motion to dismiss under sections 2-615 and
     2-619(a)(4) and (9) of the Code of Civil Procedure. 735 ILCS 5/2-615, 2-619(a)(4),
     (9) (West 2014). The court dismissed the fraud count under section 2-615 with
     leave to refile and took the declaratory count under advisement. It later dismissed
     the declaratory count as well, finding that the beneficiary change became effective
     upon dismissal of the dissolution action, even if it arguably violated the terms of the
     injunction. JoAnn’s motion to reconsider was denied. A divided appellate court
     affirmed in an unpublished order, finding that “a mere beneficiary change did not
     violate the terms of the injunction.” 2018 IL App (5th) 160024-U, ¶ 17. JoAnn did
     not refile the count alleging fraud. Instead, she petitioned for leave to appeal, and
     we allowed her petition. See Ill. S. Ct. R. 315 (eff. Nov. 1, 2017).


¶8                                       ANALYSIS

¶9       The claim at the heart of this appeal was dismissed under section 2-619 of the
     Code of Civil Procedure. 735 ILCS 5/2-619 (West 2012). This court reviews a
     section 2-619 dismissal of a cause of action de novo. King v. First Capital
     Financial Services Corp., 215 Ill. 2d 1, 12 (2005). “A motion to dismiss under
     section 2-619 admits the legal sufficiency of the plaintiff’s complaint, but asserts
     affirmative matter that defeats the claim.” Id.



                                              -3-
¶ 10       We note first that “[t]he purpose of a preliminary injunction is to preserve the
       status quo pending a decision on the merits of a cause.” Hartlein v. Illinois Power
       Co., 151 Ill. 2d 142, 156 (1992). “A party may refuse to obey an order where the
       court had no jurisdiction to make it, but not on the ground that it was erroneously
       made.” Cummings-Landau Laundry Machinery Co. v. Koplin, 386 Ill. 368, 384
       (1944). “An order made in the exercise of jurisdiction, though erroneous, must be
       obeyed until modified or set aside by the court making it or reversed by an appellate
       court.” Id. Neither party has argued that the circuit court lacked jurisdiction when it
       issued the injunction. Thus, if the injunction prohibited the change of beneficiary,
       any change made in violation of that injunction was invalid irrespective of the
       subsequent dismissal of the combined injunction and dissolution actions.

¶ 11       Deciding this matter depends on an interpretation of the circuit court’s
       injunction. That injunction was a stipulation. “The primary rule in the construction
       of stipulations is that the court must ascertain and give effect to the intent of the
       parties.” People v. Woods, 214 Ill. 2d 455, 468-69 (2005) (citing In re Marriage of
       Galen, 157 Ill. App. 3d 341, 344-45 (1987)). “[W]ords therein must be given their
       natural and ordinary meaning.” Galen, 157 Ill. App. 3d at 345. To decide this case,
       therefore, we must determine what Donald and JoAnn intended when they
       stipulated to the injunction, giving the words therein their natural and ordinary
       meaning.

¶ 12       The injunction does not mention beneficiaries or beneficiary designations,
       despite the fact that someone designated JoAnn beneficiary of the Vanguard IRA
       only eight days prior to its issuance. The record before us does not indicate who
       made that designation. JoAnn argues that Donald made it. Scott and Jeffrey argue
       that it was likely JoAnn: the change was made during Donald’s hospitalization and
       around the same time that, according to Donald’s petition, JoAnn attempted to
       liquidate another brokerage account with an invalid power of attorney. Indeed, it
       does seem improbable that Donald, an attorney, would designate his wife
       beneficiary and then six days later file an injunctive action seeking that she be
       ordered to return certain other funds but not revoke or change that beneficiary
       designation. 1


           1
           We note that this initial designation had no effect anyway; according to section 4.4(a) of the
       Vanguard Traditional and Roth IRA Custodial Account Agreement, “[i]f no beneficiary designation




                                                     -4-
¶ 13      JoAnn argues that paragraph 9 of the injunction prohibits the beneficiary
       change. Paragraph 9 reads:

               “9. Pursuant to the parties’ stipulation, all other bank accounts, credit union
           accounts, investment accounts (including the Scottrade account), and any other
           accounts holding funds or investments of the parties shall be closed to any
           transactions and no trades, transfers, transactions, buy orders or sell orders,
           withdrawals or deposits shall be made from any accounts without the written
           agreement of both Petitioner and Respondent or further Court order.”

¶ 14        In discerning Donald and JoAnn’s intent, we note that, by way of the inclusive
       list of accounts, both intended that the injunction include all financial accounts
       owned by either or both spouses. The Vanguard IRA falls within that inclusive list.

¶ 15      During oral argument, both parties argued that our decision turns on whether
       we define the term “transaction” to include a beneficiary change. Yet they devote
       very little of their briefs to defining a “transaction” or advocating for this court to
       adopt a particular definition. JoAnn, the appellant, spent but three lines of her brief
       quoting Black’s Law Dictionary in part.

¶ 16       The spouses use the word “transaction” twice in paragraph 9. They state that
       their accounts “shall be closed to any transactions” and that “no trades, transfers,
       transactions, buy orders or sell orders, withdrawals or deposits shall be made from
       any accounts.” The listed actions from which the spouses were prohibited all have
       an immediate effect on the respective account composition or balances. Paragraphs
       3 and 4, ordering JoAnn to restore certain withdrawn funds to certain accounts,
       further demonstrate the type of actions the spouses contemplated in drafting their
       stipulation. The purpose of the injunction was to keep the spouses’ funds intact and
       in the accounts within which they had been prior to Donald’s hospitalization. Thus,
       the spouses intended to prohibit only actions that immediately affected the
       accounts. A beneficiary change does not immediately affect an account, especially
       an account such as an IRA, for which a beneficiary designation is merely a
       contingency in case the individual fails to outlive the funds in the account.


       is in effect *** at the time of Investor’s death, the beneficiary shall be the Investor’s surviving
       spouse, if any.”




                                                     -5-
¶ 17       Based on the spouses’ stipulation to the return of funds previously withdrawn,
       the limitation on funds spent in the future, and their use of language prohibiting
       only actions that immediately affect the respective accounts, we find that the
       spouses were concerned only with the immediate restoration and maintenance of
       the accounts. They did not intend to prohibit a change in beneficiary.

¶ 18       JoAnn cites New York Life Insurance Co. v. Sogol, 311 Ill. App. 3d 156 (1999),
       In re Marriage of Ignatius, 338 Ill. App. 3d 652 (2003), and Southern Illinois
       Medical Business Associates v. Camillo, 208 Ill. App. 3d 354 (1991), for the
       proposition that injunctions issued by a court properly exercising jurisdiction must
       be obeyed. We agree. See Koplin, 386 Ill. at 384 (reaffirmed today). Beyond that,
       however, the cases are distinguishable.

¶ 19        In Sogol, the court granted a stipulated injunction prohibiting the husband from
       “ ‘transferring, encumbering, concealing, damaging or otherwise disposing of the
       property of Linda Muslin or any other property of the parties.’ ” 311 Ill. App. 3d at
       157. Thereafter, the husband changed the beneficiary designation of two life
       insurance policies and an annuity from the wife and children to his girlfriend. Id. at
       158. He died two months later, while the dissolution action was ongoing and the
       injunction still in effect. Id. That court noted that the case was one of first
       impression in Illinois and held that the husband was prohibited from changing the
       beneficiary designation. Id. at 158-59.

¶ 20       Ignatius did not deal with a beneficiary change but rather a modified injunction
       permitting an ailing wife to transfer all jointly held assets into tenancy in common
       for estate planning purposes. 338 Ill. App. 3d at 654. The wife passed away before
       the transfer occurred and before a final judgment (id.), and that court held that,
       while the injunctive order terminated with the dissolution action’s dismissal, the
       alleged violation of the injunction might still be “viable for resolution in a probate
       action” (id. at 661).

¶ 21       In Camillo, the appellate court upheld a damage award for violation of an
       injunction that prohibited a former employee from competing with the employer,
       despite the subsequent termination of that injunction. 208 Ill. App. 3d at 366. The
       dissent below cited Camillo in support of the proposition that termination of an
       injunction does not retroactively defeat the injunction. 2018 IL App (5th)
       160024-U, ¶ 23 (Chapman, J., dissenting). Camillo, however, does not deal with a



                                               -6-
       comparable situation and is thus inapt to the current dispute. The majority of the
       appellate court below distinguished Sogol and Ignatius on the fact that one of the
       parties involved died while the injunction was still in effect. Id. ¶¶ 15-16. The
       majority below thus held that, because the ownership change in this case did not
       occur during the life of the injunction, as in Sogol and Ignatius, Donald did not
       violate the injunction. Id. ¶ 16. We agree.

¶ 22       Donald sought the injunction because he was concerned that JoAnn was
       converting his assets. Thus, once he filed his actions, the current status of the
       spouses’ assets and account balances was an issue before the court. Neither Donald
       nor JoAnn could dissipate the assets. That said, Donald did not do so by merely
       changing the contingent beneficiary of his IRA.

¶ 23      The purpose of the injunction was to preserve the current state of the spouses’
       funds and accounts pending a final judgment. The cases never proceeded to a final
       judgment but were instead dismissed. The court never adjudicated what amount, if
       any, of the Vanguard IRA was Donald’s, JoAnn’s, or marital property. Had Donald
       passed away during the life of the injunction, this matter would be on point with
       Sogol. Because Donald outlived the injunction and the underlying actions,
       however, ownership of the funds in the account did not change until after they were
       dismissed. This fact distinguishes Sogol.

¶ 24       Ignatius is similarly distinguishable. That court held that a probate action might
       have been appropriate to enforce the injunction. 338 Ill. App. 3d at 661. In that
       case, the wife died before the court-ordered property transfer could take place and
       while the dissolution action was still pending. Id. at 654. Thus, in both Sogol and
       Ignatius, the parties’ property and accounts were before the court pending
       adjudication at the time ownership changed hands. In this case, a change in
       beneficiary was not prohibited under the limited terms of the spouses’ stipulated
       injunction. A change of ownership was prohibited, but since ownership did not
       transfer during the time the spouses’ accounts were before the court, the
       designation was valid.

¶ 25      Although not cited by either party, we find support for our opinion today from
       another decision of our appellate court, In re Marriage of Centioli, 335 Ill. App. 3d
       650 (2002). In that case, the wife sought to have the husband restrained from
       changing the beneficiary designation of his revocable trust, into which his estate



                                               -7-
       would pour over at his death. Id. at 652. The Centioli court held that although the
       term “property” is broadly defined, it does not include an expectancy interest such
       as a beneficiary designation and that such a designation thus cannot be protected by
       an injunction under the Illinois Marriage and Dissolution of Marriage Act (750
       ILCS 5/101 et seq. (West 2000)). Centioli, 335 Ill. App. 3d at 656.

¶ 26       We agree. The circuit court could have distributed whatever amount of the
       Vanguard IRA that it found equitable had the dissolution action proceeded to a final
       judgment. An individual does not, however, have the same interest in her spouse’s
       property at probate that she does at dissolution. See Centioli, 335 Ill. App. 3d at 657
       (describing a spouse’s potential property rights under probate law if the other
       spouse dies while a dissolution action is pending). We thus find that Donald’s
       change of beneficiary, because it did not vest during the pendency of the injunction
       or the combined underlying actions, was not prohibited by the injunction.


¶ 27                                      CONCLUSION

¶ 28       We hold that, because the change of ownership did not occur until after the
       injunction had been dismissed, Donald did not violate the injunction when he
       changed the beneficiary designation of the Vanguard IRA to Scott and Jeffrey.


¶ 29      Affirmed.




                                                -8-
