                        Docket No. 100232.

                        IN THE
                   SUPREME COURT
                          OF
                 THE STATE OF ILLINOIS




In re ESTATE OF FLOYD W. FUNK (United States of America,
        Appellant, v. Patsy Printy, Ex=r, et al., Appellees).

                   Opinion filed April 20, 2006.



    JUSTICE KARMEIER delivered the judgment of the court, with
opinion.
    Chief Justice Thomas and Justices McMorrow, Fitzgerald, and
Kilbride concurred in the judgment and opinion.
    Justice Freeman concurred in part and dissented in part, with
opinion.
    Justice Garman took no part in the decision.



                            OPINION

     Floyd W. Funk was a truck driver. He died January 7, 1983,
leaving a will; a widow; four children, including a minor son; a
modest life insurance policy, and interests in farmland, crops and
equipment heavily encumbered by loans from the Farmers Home
Administration (FmHA), an agency of the United States government.
Funk=s will named his widow, Patsy Printy, as executor. Shortly after
Funk=s death, Printy filed a petition in the circuit court of Scott
County for admission of the will to probate and issuance of letters
testamentary. See 755 ILCS 5/6B2 (West 2004). The petition was
granted, Printy=s oath and bond were approved, and letters of office
were issued to her on February 14, 1983.
     With the assistance of David R. Cherry, an attorney she retained
to assist her, Printy commenced the work of disposing of her
husband=s estate. That work lasted more than two decades. It did not
end until December 2, 2003, when the circuit court entered its final
order in the case. That order, which was not entered until after
Cherry=s election as State=s Attorney required him to withdraw from
the case, was one that Printy could not have foreseen when she
agreed to assume her responsibilities on behalf of the estate. It held
her personally liable to the United States government for $90,092.66
in payments she had authorized as executor, plus interest. Included in
that sum was $38,830.73 which Printy had paid to Cherry for the
legal work he performed on the estate=s behalf.
     The United States appealed, contending that the circuit court=s
judgment was inadequate because it did not also include a provision
requiring Cherry himself to personally surrender to the government
the $38,830.73 in disputed attorney fees. The government conceded
that Cherry had earned the fees and that they were reasonable. Its
contention was simply that it had a superior claim to the money used
to pay the fees and that the money should have gone to it rather than
Cherry.
     The government=s claim was rejected by the appellate court,
which affirmed the circuit court=s judgment over the dissent of one
justice. The appellate court subsequently modified its opinion on
denial of rehearing, but continued to affirm. 355 Ill. App. 3d 466. The
United States then petitioned our court for leave to appeal. 177 Ill. 2d
R. 315. We granted the government=s petition, and the matter is now
before us for review. For the reasons that follow, we affirm in part
and reverse in part.
     In order to properly evaluate the government=s arguments,
careful review of the facts is necessary. The pages which follow will
therefore relate in considerable detail the specifics of what led to the
present appeal. As our discussion will reflect, the executor and her
attorney were extremely thorough in undertaking their
responsibilities. They withheld nothing from the court. They
misrepresented nothing to anyone with an interest in the estate.

                                  -2-
     The exhaustive records maintained by the executor and her
attorney have been critical in guiding our understanding of this case.
Those records show precisely what monies flowed in and out of the
estate, when financial transactions occurred, the identity of the parties
involved, and the purposes for which funds were received or
expended. Neither the authenticity nor the accuracy of the
documentary record is in question.
     The issues presented by this appeal turn on the documentary
evidence and on questions of law. With respect to such matters, we
are not bound by the views or conclusions of either the circuit or
appellate court. Our review is de novo. See Eden Retirement Center,
Inc. v. Department of Revenue, 213 Ill. 2d 273, 284 (2004);
Rosenthal-Collins Group, L.P. v. Reiff, 321 Ill. App. 3d 683, 687
(2001).
     Floyd Funk came from a farming background but became a truck
driver to earn a living. He died suddenly of an apparent heart failure
while traveling through Wisconsin in 1983. He had just turned 61
years old. Surviving him were Patsy Printy, who was his second wife,
and four children. Three of the children, Erle, Joyce and Jana, were
issue of Funk=s first marriage and had attained their majority. The
fourth, Michael, was the issue of Funk=s marriage to Printy. He was
only 12 and still resided with Printy in the family home.
     Funk and Printy were married in 1968. After their marriage,
Funk executed a will naming Printy executor of his estate. When
Funk died, Printy, acting in her capacity as executor, retained
attorney David Cherry to assist her in performing the responsibilities
imposed on her by the Probate Act of 1975 (755 ILCS 5/1B1 et seq.
(West 2004)). One of those responsibilities was to prepare and
present to the circuit court verified accounts of her administration of
the estate. 755 ILCS 5/24B1 (West 2004). Printy filed the first such
account on October 11, 1983. That report, which covered the period
from February 15, 1983, to October 7, 1983, disclosed that as of the
date of Funk=s death, the estate=s assets consisted of real estate
located in Scott County, 250 bales of straw, 150 bales of hay, and
various pieces of equipment associated with the operation of a farm,
including tractors, plows, augers, wagons, a combine, and a
cultivator. Printy subsequently discovered and reported to the circuit
court that at the time of his death, Funk was also entitled to a tenant=s


                                  -3-
share of certain harvested grain and a landlord=s share of other
harvested grain. In addition, Funk held a life insurance policy from
Country Life Insurance Company which paid a benefit to his estate of
$28,879.46.
     The real estate owned by Funk when he died was the family
farm. It consisted of three parcels. The first, referred to as Tract I,
consisted of approximately 62 acres and was owned by Funk in fee
simple. No other party, including Printy, held an interest in it. The
second, designated as Tract II, contained 37.5 acres, while the third,
known as Tract III, covered 56 acres. Funk owned an undivided
three-fourths interest in Tracts II and III. 1 With respect to the
remaining one-fourth interest, he held only a life estate with the
remainder in fee simple to his minor son, Michael.
     In May of 1980, less than three years before his death, Funk
borrowed $205,000 from the FmHA pursuant to the Emergency
Agricultural Credit Act of 1978 (7 U.S.C. '1961 et seq.) That loan,
issued under the government=s Economic Emergency loan program,
was secured by a 40-year mortgage on all three tracts of his farm,
excluding Michael=s interest. The mortgage bore only his signature as
did the corresponding promissory note.
     Pursuant to the terms of the promissory note, Funk was to make
41 annual payments to the FmHA. The first, for $10,000, was due
January 1, 1981. The second, for $15,000, was due January 1, 1982.
Beginning January 1, 1983, annual installments were to increase to
$19,507.




   1
    Tracts II and III came to be known as such when they were sold at
auction. Prior to that time, they were treated as a single parcel known
collectively as Tract II. We shall refer to them by their latter designation for
purposes of clarity and consistency.




                                     -4-
     According to the documentary evidence filed with the circuit
court, Funk made payments on the promissory note which reduced
the principal balance due at the time of his death to $185,000. An
additional $23,252.06 in accrued and unpaid interest was also due. 2
Following Funk=s death, interest continued to accrue on the loan at
the rate of approximately $50.68 per day.
     A month after taking out the $205,000 loan secured by the
mortgage on his farm, Funk obtained an additional loan from the
FmHA pursuant to the Emergency Agricultural Credit Act of 1978 (7
U.S.C. '1961 et seq.). The amount of the second loan was $31,000. It
was subject to an interest rate of 14% and was to be paid in annual
installments over a three-year period. To secure payment of the loan,
Funk executed a security agreement and financing statement. The
security agreement granted the government, acting through the
FmHA, a security interest in crops grown on Funk=s farm, in crops
grown by Funk on land owned by two other individuals, and in
tractors and other farm equipment owned by Funk, subject to
purchase money interests held by others on some items of that
equipment. At the time of Funk=s death, he owed the FmHA
$3,322.52 in principal and $495.74 in interest on this loan.
     In February of 1981, Funk obtained a third loan from the FmHA
pursuant to the Emergency Agricultural Credit Act of 1978 (7 U.S.C.
'1961 et seq.). The amount of the new loan was $39,290. It had a
lower interest rate than the second loan, 13%, and a longer term. It
was to be paid in annual installments over a five-year period, with the
final payment due on the fifth anniversary of the loan. As with the
second loan, Funk executed a security agreement and financing
statement. Similar to the previous agreement, the new security
agreement granted the government, acting through the FmHA, a

   2
    Given the interest rate on the note (10%) and the timing of Funk=s death,
which took place the same week he was to have made his first $19,507
payment, we assume that the bulk of this interest was associated with his
failure to make that payment.




                                    -5-
security interest in crops grown on Funk=s farm, in crops grown by
Funk on land owned by other individuals, and in tractors and other
farm equipment owned by Funk, subject to purchase money interests
held by others on some items of that equipment. Funk made payments
on this loan, but still owed $1,782.34 in principal and $262.81 in
interest when he passed away.
     Funk applied for and obtained a fourth and final loan from the
FmHA on April 1, 1982, approximately nine months prior to his
death. It was an operating loan issued pursuant to the Consolidated
Farm and Rural Development Act (7 U.S.C. '1921 et seq.). The loan
amount, $44,000, was larger than the second and third loans. It
carried a higher interest rate, 143%, and a shorter term, just one
year.
     Unlike the earlier loans, the papers for this transaction were
signed by Printy as well as by Funk. As with the previous two loans,
a security agreement was executed granting the government, acting
through the FmHA, a security interest in crops grown on Funk=s farm,
in crops grown by Funk on land owned by other individuals, and in
tractors and other farm equipment owned by Funk, subject to
purchase money interests held by others on some items of that
equipment.
     The first payment on the fourth and final loan was due the week
Funk died and was never made. Funk and Printy therefore still owed
the full $44,000 principal amount of the loan plus accrued and unpaid
interest of $4,067.65 when he died. Accordingly, of the $114,290 in
total loan proceeds Funk received from the second, third and fourth
loans between 1980 and 1982, $49,104.86 in principal and $4,826.20
in interest remained unpaid. Under the terms of the respective
promissory notes, interest continued to accrue on the unpaid amounts
at a combined rate of approximately $19.09 per day.
     Pursuant to section 18B1 of the Probate Act (755 ILCS 5/18B1
(West 2004)), the state director of the FmHA filed a claim with
Funk=s estate for the $185,000 in principal owed under the first loan,
the $49,104.86 in principal owed on loans two through four, and the
unpaid interest that had accrued and was continuing to accrue under
all of the loans. Numerous additional claims were filed by Funk=s
other creditors. These included unpaid bills for insurance premiums,
electricity, equipment and parts, plumbing repairs, oil products, feed,

                                 -6-
fertilizer and other items; unpaid loans of more than $80,000 owed to
a local bank; money owed the United States for two farm storage
facility loans; the balance due on purchase agreements for farm
machinery; and outstanding labor charges owed to individuals who
helped harvest crops on Funk=s land. A report filed with the court on
October 22, 1984, calculated the foregoing claims against the estate
to be $463,472.76. That sum did not include court costs, taxes,
attorney fees or other costs of administration.
      Early in the administration of Funk=s estate, it became apparent
to the executor and the FmHA that at the time of his death, Funk did
not have sufficient assets to pay his debts. He had become insolvent,
and now his estate was insolvent. One major reason for that was that
Funk=s farmland was worth significantly less than the debt
encumbering it. At the time of Funk=s death, the land in Tract I was
estimated to be worth only $500 per acre, while Tracts II and III were
thought to be worth $1,750 per acre. Using those estimates, the value
of Tract I was only $31,000, while the value of Funk=s three-fourths
interest in Tracts II and III amounted to $122,718.75, for a total value
of $153,718.75. An immediate sale of the land would therefore not
have yielded sufficient proceeds to cover even the principal balance
still due on the mortgage, much less the accrued but unpaid interest.
       To help guard against just such a situation, the FmHA had
required Funk to assign to Athe United States of America, acting
through the Farmers Home Administration, United States Department
of Agriculture, all of his right, title and interest in and to@ certain
specified life insurance policies. Unfortunately for the estate and the
government, Funk failed to maintain the requisite policies. As a
result, no proceeds from the policies were available to help pay off
the mortgage when he died.
      Given the dire condition in which Funk had left his finances, the
FmHA invoked the Federal Insolvency Statute when it submitted its
claims against Funk=s estate. Cited by the FmHA as A31 U.S.C. 191,@
the statute was actually amended in 1982, prior to Funk=s death, to
update its language. Now codified as 31 U.S.C. '3713, the statute has
been in force since 1797 without significant modifications. United
States v. Emory, 314 U.S. 423, 428, 86 L. Ed. 315, 322, 62 S. Ct. 317,
320 (1941). It provides, in pertinent part, that A[a] claim of the United
States Government shall be paid first when *** the estate of a


                                  -7-
deceased debtor, in the custody of the executor or administrator, is
not enough to pay all debts of the debtor.@ 31 U.S.C. '3713(a) (2000).
     Under '3713(a), the United States is entitled to priority with
respect to the payment of Adebts of the debtor,@ not debts incurred by
the estate. The priority of the federal government is limited to the net
proceeds from the property of the deceased after the debts of the
estate are paid. Statutory amounts due a widow and a decedent=s
minor child, funeral and burial expenses, and expenses of
administration of the estate are debts of the estate, not debts of the
deceased. As a result, the claims of the United States do not take
priority over payment for those items. See In re Estate of Igoe, 717
S.W.2d 524, 527 (Mo. 1986); Martin v. Dennett, 626 P.2d 473, 475
(Utah 1981); In re Estate of Gleason, 68B1 U.S. Tax Cas. (CCH)
P9416; 21 A.F.T.R.2d (RIA) 1364 (D. Ks. 1968); United States v.
Weisburn, 48 F. Supp. 393, 397 (E.D. Pa. 1943); United States v.
Hunter, 5 Mason 229, 26 F. Cas. 439 (Cir. Ct. D. R.I. 1828); 31 Am.
Jur. 2d Executors & Administrators ' 663 (2002). 3
     Priority for payment of claims against the estate is determined by
the classification scheme set forth in section 18B10 of the Probate Act
of 1975 (755 ILCS 5/18B10 (West 2004)). Under that system, funeral
and burial expenses and expenses of administration are included in
the first class of claims against the estate. The surviving spouse=s or
child=s award is ranked second. Debts due the United States come
third. Four additional categories of claims follow those. Section

   3
    The reason costs of administration come before claims of the United
States and other creditors is a pragmatic one. Administration of the estate is
essential for ensuring that all available assets and liabilities are accounted
for and that the proper parties receive what they are due. Unless costs of
administration are provided for, there can be no assurance that the estate can
be administered at all. See In re Estate of Henke, 39 Misc. 2d 705, 708, 241
N.Y.S.2d 788, 792 (N.Y. Sur. Ct. 1963).




                                    -8-
18B13 of the Probate Act (755 ILCS 5/18B13 (West 2004)) provides
that with one exception not relevant here, the representative of the
estate is required to pay claims against the estate in order of their
classification under this system. See In re Estate of Brooks, 134 Ill.
App. 3d 993, 994-95 (1985).
     The primacy of funeral expenses, expenses of administration,
and what the government referred to as the Awidow=s dower or
allowance@ was acknowledged by the FmHA at the outset of these
proceedings, when it submitted its claim for payment of the balance
due on the four loans it had made to Funk before he died. In a letter
signed by the FmHA=s county supervisor explaining the government=s
intention to invoke its statutory priority under what is now 31 U.S.C.
'3713(a), the government specifically advised Printy that
         A[i]t has been held that debts due the United States and
         entitled to priority under [the statute] are not payable until
         after payment of the costs of administration of the estate,
         widow=s dower or allowance, funeral expenses, and state
         taxes levied on the estate as such ***.@
     It was against this background that Printy, in her capacity as
executor, and Cherry, acting as her attorney, proceeded with the
management and disposition of the estate=s assets. Because Funk had
fallen behind in his mortgage payments for the farm, the government
could have initiated foreclosure proceedings. It elected not to do so.
Instead, the FmHA considered it more prudent to have the estate
continue to operate the farm until Michael, the minor child, attained
his majority. Two reasons were given for this decision: (1) the
government had instituted a temporary national moratorium against
farm foreclosures, and (2) once Michael attained his majority, he
could convey his one-fourth interest in Tracts II and III, allowing the
property to be sold unencumbered, thereby enhancing its
marketability.
     With the government=s approval, Printy, as executor, assumed
control of the farm=s operations. Lacking access to cash or loans to
finance cultivation and harvesting and not wishing to expose the
estate to the risks associated with growing crops, Printy rented the
farm to a tenant on a net one-third basis. Under this arrangement, the
tenant was to pay all crop expenses and receive two-thirds of the
crop. The remaining one-third would be paid to the estate.

                                 -9-
     At this time, crops harvested from the farm prior to Funk=s death
remained in storage. Printy arranged for the stored crops to be sold.
The sale, which was completed in July of 1983, yielded $64,441.51 in
net proceeds for the estate. An additional $35.70 was added to that
sum later for additional interest that had accrued before the sale
proceeds were distributed. In addition, Printy identified and
liquidated two smaller amounts of grain for $1,238.78 and $1,392.83.
These sums totaled $67,108.82 and were deposited into the estate=s
checking account.
     With respect to the vehicles and various pieces of farm
equipment and machinery owned by Funk at the time of his death,
Printy retained Leroy Moss Auction Company to sell them at auction.
The auction netted $54,756.25 for the estate, after sales commissions,
advertising and labor costs incurred by the auctioneer. That sum was
also deposited in the estate=s checking account.
     The sale of the stored grain was completed in July of 1983. The
proceeds from the auction were received in June of 1983. Proceeds
from Funk=s remaining life insurance policy, noted earlier in this
opinion, were deposited in the estate=s checking account in March of
1983. Additional moneys were received and deposited at various
other times during the year. These included a small refund from FS
Credit Corporation on March 5, 2003; an additional payment of
$62.79 from the life insurance company on June 8, 1983; $1700.53
from GLH Grain Company on July 22, 1983, for the estate=s share of
grain harvested on the Funk Farm following Funk=s death; and a
refund of $87.85 deposited on July 29, 1983, relating to overpayment
of advertising charges for the auction.
     In addition to receiving and depositing the foregoing sums,
Printy made various cash disbursements during the first 10 months
the estate was open. Among these were a $10,000 payment to her as a
surviving spouse=s award and a $2,000 payment to Michael as his
surviving child=s award pursuant to section 15B1 of the Probate Act
(755 ILCS 5/15B1 (West 2004)) on March 9, 1983; payments totaling
$108.30 to the Scott County Farm Bureau on May 19, 1983, for
membership fees and other charges; $940.49 on June 8, 1983, for real
estate taxes; and periodic disbursements to David Cherry for the legal
services he performed on behalf of the estate. Cherry=s attorney fees
totaled $4,239 and were paid as follows: $1,047.50 on March 9,


                                -10-
1983; $1,551 on May 5, 1983; $1,285.50 on July 1, 1983; $169.50 on
August 3, 1983; and $186 on September 8, 1983.
      The receipts and disbursements just described were detailed in
the first report and account filed by Printy, in her capacity as
executor, on October 11, 1983. The circuit court approved that
account, without objection, in an order filed October 31, 1983.
      In the months that followed, discussions took place between
Cherry and an assistant United States Attorney assigned to the case to
explore the possibility of disposing of the farm before Michael
attained his majority. Among the proposals considered by the parties
was for the FmHA to foreclose on Funk=s interests in the property; to
allow the FmHA to take possession of the farm and operate it until
Michael turned 18, then sell it; to continue having the executor
operate the farm in the context of the probate proceedings and then
sell it following Michael=s eighteenth birthday; or to bring an action
to partition the 93 acres in which Funk had held a three-fourths
interest and sell that.
      A hearing on various outstanding claims against the estate,
including those asserted by the FmHA, was set for late fall of 1984.
That hearing was conducted on October 22, 1984, after the requisite
notice was given. To assist the court in resolving the outstanding
claims, Printy, through Cherry, filed a report on October 22, 1984,
detailing the estate=s assets and liabilities and listing the outstanding
claims against the estate according to their priority under section
18B10 of the Probate Act of 1975 (755 ILCS 5/18B10 (West 2004)).
Based on the materials presented at the hearing, the court entered an
order denying one claim outright, continuing until another time the
hearing on a $6,488.20 claim related to some litigation in which Funk
had been involved, and delaying the hearing on the FmHA=s claims
for repayment of its four loans until a time set by agreement of the
parties. Finally, the court considered and allowed a total of
$102,857.59 in seventh class claims. Included among these claims
was the $80,000 bank loan and the unpaid bills for insurance,
electricity, oil products, plumbing repairs and various other items
noted earlier in this opinion.
      Although the court allowed the seventh class claims, it did not
order them to be paid and Printy did not pay them. Because those
claims were of a lower priority than other claims which had not yet

                                 -11-
been paid, most notably the claims for the expense of administering
the estate and those asserted by the United States government, they
could not be paid by the executor unless and until there were
sufficient funds to first pay off the higher priority claims. See 755
ILCS 5/18B13 (West 2004). That condition was not met at the time
Printy filed her report with the court prior to the October hearing.
According to that report, the amount of outstanding claims exceeded
the value of the estate=s assets by an estimated $174,368.84, not
including costs of administration, court costs and state and federal tax
obligations. As interest on outstanding loans continued to accrue and
administration expenses mounted, so too did this deficit.
     In November of 1984, Printy filed her second verified report and
account under section 24B1 of the Probate Act of 1975 (755 ILCS
5/24B1 (West 2004)) covering the period from the end of the first
report until October 25, 1984. That account disclosed that the estate
had received $828.76 on July 24, 1984, and $5,435.38 on October 20,
1983, as its share of the proceeds from the sale of new crops grown
on Funk=s farm, plus an additional $35.70 on February 27, 1984,
representing additional interest that had accrued in connection with
prior grain sales. The account also reported the following
disbursements: $3,055.21 to Carlinville Ford to pay off its secured
claim on one of the items that had been sold at the auction in 1983;
$324 for crop insurance premiums; $2,415.06 in real estate taxes;
$808.67 in federal taxes; $126 for tax preparation; $1,566.03 to
Michael Funk for his share of the proceeds from the sale of the new
crops grown on the farm; a small check charge to the bank; and a
total of $2,269.75 in attorney fees to Cherry, paid in 11 increments
between November 7, 1983, and October 5, 1984. In addition, the
report and account showed that in June of 1984, Printy, as executor,
had placed $130,000 of the cash held by the estate in an interest-
bearing certificate of deposit (CD) and that the CD had generated
$3,208.68 in interest during that reporting period.
     The cash used to purchase the certificate of deposit was derived
from the sale of grain following Funk=s death and the auction of the
farm equipment and machinery the previous year. The decision to
place the money in a CD followed numerous letters, calls and
meetings in which Cherry, the FmHA, and counsel for the United
States Justice Department, representing the FmHA, attempted to
work out how the government=s claims against the estate could best

                                 -12-
be resolved. At each step of the process, the estate kept the court and
the government fully advised as to how it was proceeding. The
government acknowledged the difficulty posed by the administration
of Funk=s estate and made no objection to the manner in which
matters were being handled by Printy. Indeed, by letter dated April
25, 1984, the government expressly authorized the estate to place the
$130,000 in sale and auction proceeds into an interest-bearing
account.
      A hearing on Printy=s second verified report and account was
held on November 16, 1984, after requisite notice was given to all
claimants, including the FmHA. No objection to that report and
account was made, and it was approved by the court. The court also
considered a request by the estate to authorize an additional $20,000
payment to Printy for her surviving spouse award and an additional
$4,000 payment to Michael for his surviving child award. Finding
that proper notice of that request had been given and that no objection
had been made, the court approved those amounts.
      In accordance with the court=s order approving the surviving
spouse and child awards, Printy transferred $24,000 from the account
in which the sale and auction proceeds had been deposited and made
the specified payments. That transfer, which occurred on December
28, 1984, reduced the balance of the CD to $106,000. When the CD
subsequently matured on June 28, 1985, the government requested
that the proceeds be remitted to the FmHA, through its county
supervisor. Printy complied, issuing a check to the FmHA for the full
amount of the remaining principal, $106,000, plus an additional
$4,000 in accrued interest, for a total of $110,000. The check was
transmitted to the FmHA with a cover letter from Cherry dated July
17, 1985.
      Upon receipt of the $110,000 payment, the government applied
$68,789.48 to pay off the three FmHA loans secured by crops and
farm machinery and equipment which Funk had taken out in 1980
(for $31,000), in 1981 (for $39,290) and in 1982 (for $44,000). The
FmHA returned the corresponding promissory notes to Printy, as
executor, on September 13, 1985. Each note was marked Apaid in
full.@
      After the three loans were paid off, the FmHA took the
$41,210.52 remaining balance from the estate=s $110,000 payment

                                -13-
and applied it to the fourth and final loan, which was secured by the
mortgage on Funk=s farm. With the additional interest that had
accrued on that loan in the years following Funk=s death, the balance
still due was calculated to be $205,000, exactly the same as the
original loan amount.
      The $110,000 payment to the FmHA left only a small amount in
the estate=s checking account. At the time, Cherry estimated the
remaining amount to be approximately $9,000, and so advised the
FmHA. 4 The government did not object to the estate=s retention of
that sum. It advised Cherry, however, that it expected the estate to
either turn the money over to the FmHA Aat some point in time@ or
else provide the government with an accounting of how the funds
were spent.
      At the same time the three smaller FmHA loans were paid off,
further attention was given by the estate and the government to
repayment of the loan secured by the mortgage on the farm. The
FmHA ultimately rejected the idea of exercising its right under the
mortgage to foreclose and decided against taking over operation of
the farm until Michael turned 18. Rather, it chose to maintain the
status quo. By agreement with the executor, the estate was to remain
open and the executor was to continue operation of the farm until
Michael attained his majority, at which time the parties would decide
whether the entire farm should be sold or whether the real estate
should be partitioned and only the estate=s share sold. The agreement
further provided that, during the interim, the FmHA was to receive a

   4
    When the executor received the bank statement for the account, it
showed a remaining balance closer to $10,000. There is nothing in the
record to suggest that the discrepancy was anything other than inadvertent,
and the government does not claim otherwise.




                                  -14-
share of the proceeds from the sale of any grain grown on the
property. 5
     Following these developments, the estate went on with the
business of operating the farm. Printy filed her third verified report
and account with the circuit court on March 20, 1986. That document
covered the period between October 25, 1984, and the date on which
the document was filed. It listed all of the financial transactions that
had taken place since the previous report, including the transfer of
funds to pay the surviving spouse=s and child=s awards and the
$110,000 payment to the FmHA. The report itemized receipts from
the sale of crops, two modest dividends, and interest paid on the
certificate of deposit before it matured. It also listed all cash
disbursements, including payment to Michael for his share of the crop
proceeds and payments to Cherry for the legal services he performed
on behalf of the estate. As with past attorney fees, these were
disbursed every month or so during the reporting period. Over the
course of this reporting period, which was slightly longer than
previous ones, 14 attorney fee payments were made ranging in size
from $7.50 to $1,220. The total amount of fees was $3,915. The total
amount left in the estate=s checking account, following all the receipts
and disbursements, was $14,406.57. Aside from that checking
account, the estate held no other assets except for Funk=s farm.
     Neither the government nor any other creditor objected to the
March 20, 1986, report and account. The FmHA merely sent a letter
to Cherry, in his capacity as Printy=s attorney, acknowledging the
amount of cash on hand listed in the report and requesting that the
estate remit to it some of the proceeds from crop sales to be applied
to the remaining loan on the farm. Based on the reports and accounts
filed by Printy, the FmHA correctly computed that the estate had

   5
     A proposal to rent the farm to a tenant for cash rather than a share of the
harvest was also considered. It offered the prospect of reduced
administrative expense and simplified accounting. For reasons not apparent
in the record, it was never implemented.




                                     -15-
received a total of $7,941.02 from the sale of crops during 1985. The
FmHA regarded that as an appropriate minimum payment. The
government indicated a desire to receive more than that, but
acknowledged that the estate needed to retain Asome reserve for
payment of taxes, etc.@ Printy signed a check for $7,941.02 payable to
the FmHA, on October 8, 1986, and it was forwarded to the agency
by Cherry that same day.
     With that payment and the $41,210.52 applied to the farm loan
the year before, the estate had paid a total of $49,151.54 toward the
mortgage since Funk=s death. As indicated earlier in this opinion,
Funk was $23,252.06 in arrears when he died. Under the terms of the
promissory note secured by the mortgage, three additional payments
of $19,507 each should have been made between 1984 and 1986. The
arrearage plus the three additional installments due totaled
$81,773.06. Even with the payments tendered by the estate, a
deficiency of $32,621.52 therefore remained under the loan. It
continued to grow each day as additional interest accrued.
     Where a loan issued by the Department of Agriculture and
administered by the FmHA falls into arrears, Congress has given the
Secretary of Agriculture authority to permit the deferral of principal
and interest payments upon a showing by the borrower that due to
circumstances beyond the borrower=s control, the borrower is
temporarily unable to continue making payments when due without
unduly impairing the borrower=s standard of living. 7 U.S.C. '1981a
(2000). The government is required to give notice to borrowers that
such deferral opportunities are available (Curry v. Block, 738 F.2d
1556, 1560-61 (11th Cir. 1984)), and such notice was given in this
case by letter dated February 18, 1986. By the time that letter was
received, the estate was operating under what amounted to a deferral
from the FmHA already. As a result, no further action was taken by
the estate in response to the notice, and none was required by the
FmHA or the Department of Agriculture. The FmHA continued to
forebear from foreclosure, and the estate was left with responsibility
for operating the farm until Michael turned 18.
     During the remainder of 1986 and throughout 1987, little of
consequence occurred. Printy=s administration of the estate and the
estate=s operation of the farm were routine. The estate received
$6,001.40 in payment for its share of crops harvested from the farm


                                -16-
in 1986 and gave Michael his one-fourth share of that, $1,500.35.
With the knowledge and prior approval of the FmHA, it used $700 to
pay part of the expense of repairing a division fence, transferred
$2,700 to the FmHA to be applied toward the mortgage, and retained
the remainder, $1,101.05, for expenses in administration of the estate.
      In November of 1986, the FmHA noticed that the real estate
taxes on the property had not been paid and asked Printy to take care
of it. Records show that the estate made two payments of $748.64 to
the county treasurer. The estate also paid a crop insurance premium
and continued making periodic payments to Cherry for the estate
work he was doing on Printy=s behalf. The total amount of the fees
for this period was $3,616.23.
      Printy=s fourth verified report and account, filed with the court
on November 12, 1987, covered the period from the end of the
previous report through October 26, 1987, and detailed each of the
foregoing transactions. To the $14,406.57 in cash on hand at the
conclusion of the previous reporting period, the estate added a total of
$9,451.41 in additional cash receipts and made $19,827.25 in
disbursements, leaving a cash balance of $4,030.73. According to the
report and account, that sum, and the estate=s interest in the farmland,
remained the estate=s sole assets.
      As with the three prior verified reports and accounts filed by
Printy, no objection was filed by the government or any other
creditor. Administration of the estate continued without controversy.
When 1988 arrived and Michael turned 18, Printy filed a verified
petition for leave to sell the farm as previously agreed with the
FmHA. A hearing on that petition was held September 19, 1988.
There being no objection, the petition was approved by the court in a
written order filed October 7, 1988. In accordance with the order,
notices were published and a public auction was conducted the
following month.
      The estate retained Moss Real Estate & Auction Company to
handle the auction. As indicated earlier in this opinion, the farm
consisted of three tracts. The FmHA submitted the highest and best
bid, for $31,000, for Tract I. The highest and best bid for the 37.5
acres in Tract II was the $54,375 offered by Frank and Sandra Grubb.




                                 -17-
Clarence and Ruth Baird were the highest and best bidders, at
$91,000, for the 56 acres comprising Tract III. 6
      Printy promptly filed reports with the court asking that each of
the three sales be approved. She also petitioned the court to award her
the sum of $25,000 for her fees as executor of the estate. A hearing
on those matters was conducted on January 20, 1989. All required
notices having been given and no objections having been made, the
court approved each of the sales, authorized Printy to close the sales,
and granted her request for an award of $25,000 in executor fees.
      At Cherry=s request, the FmHA agreed to release its mortgage
with respect to Tracts II and III in order to permit the sales to be
closed and the property to be conveyed to the new owners. When he
submitted the mortgage release to the FmHA, Cherry advised the
agency in writing that the proceeds of the sale would be placed in an
account for the purpose of paying expenses and making a distribution
of the proceeds. Cherry confirmed that, consistent with the provisions
of 31 U.S.C. '3713, invoked by the FmHA when it filed its claim
against the estate, the government=s claim would have priority over
all other outstanding claims with the exception of those for expenses
of administration. In response, the FmHA executed documents
releasing the property from the liens held by the government. The
release specified that it did not affect or modify the loan obligation
which the mortgage had secured, a point on which the parties were in
agreement. There was no dispute that release of the liens did not
excuse the estate from its responsibilities to repay the promissory
note.
      There was no need for the estate to seek release of the mortgage
as to Tract I because, as we have just indicated, that parcel was
purchased by the FmHA itself. Subsequent to that purchase, and its
approval by the court, the FmHA asked the estate to put Tract I up for
auction again. The estate agreed to do so provided that the sale

   6
    We have used the numerical designations assigned to the parcels by the
estate in the probate proceeding. Different numerical designations were
used by the auction company in advertising the sale.




                                  -18-
expenses would be deducted from the proceeds. The FmHA gave
written assent to that arrangement. A new sale was conducted, and
Tract I was sold to Thelma Keehner for $24,000.
     By the time the farmland was sold in 1989, the estate had been
open for more than six years. As our discussion has suggested, the
relationship between Printy and the FmHA throughout this period
was marked by cooperation. Both sides recognized the challenges
posed by the insolvency of the estate, and both sides strove to ensure
that the estate=s financial problems were handled in a rational and
appropriate manner.
     Although Printy was eventually able to recover a fee for her
work as executor and although her son Michael received a share of
the proceeds from crop sales over the course of the years, the
arrangement enured principally to the benefit of the United States. As
a result of Printy=s efforts and the substantial assistance she received
from Cherry, the estate was able to pay in full three of the four
government loans still outstanding at the time of Funk=s death and
make substantial payments toward the fourth. The government was
spared the expense of foreclosure, did not have to seek partition of
the property, and was able to share in the revenue produced by the
farm without assuming any risk or responsibility for the farm=s
operations. The land was kept productive and its value was preserved,
if not increased, until Michael turned 18 and the property could be
sold. In addition, when the property was sold, the government was
freed from having to make any of the arrangements. The sales were
organized by Printy and the closings were handled by Printy.
     Printy drafted a proposed final report and account in the spring
of 1989 and submitted a copy of it to the government. Despite the
extent of the work Printy had done and the advantages the
government received as a result of her labors, the FmHA and the
assistant United States Attorney with whom it was then consulting
about the case were displeased by the final attorney fees which the
proposed final account and report showed that Printy had paid
Cherry. Although the government did not object to them at the time
they were approved by the court, the FmHA and the assistant United
States Attorney also had concerns over the executor fees Printy was
paid. In September of 1989, the government therefore requested Aa
breakdown of the hours and expenses for the administrative and


                                 -19-
attorney costs in handling [the] estate.@ It also asked for information
regarding how the surviving spouse award had been determined even
though, as with the executor fee, it had not objected to either
installment of that award at the time the installments were approved
by the court and paid.
     Cherry discovered problems with the proposed final report
unrelated to the foregoing issues and refrained from filing it with the
court. Although that draft was never filed, the government
nevertheless filed an objection to it. That objection was limited to the
amount of executor fees Printy had received and the size of the
payments she had made to Cherry for attorney fees after October 26,
1987. The government did not challenge the estate=s authority to
make the payments. Its contention was simply that the payments were
excessive given the size of the estate.
     The government=s objection lay dormant in the court file.
Hearings were scheduled at various times and rescheduled, without
objection. On October 20, 1989, the cause was Acontinued generally
to be reset at request of parties.@ The reason given for this
continuance was that the final tax returns, necessary to determine the
amount available for distribution, had not been completed.
     Although nothing further was filed with the court during the
ensuing months, the United States Attorney=s office sent Cherry a
letter in late June of 1990 claiming that the balance due on the
mortgage as of June 25, 1990, had risen to $294,485.17.7 The letter

   7
     The reason this sum was so much higher than the original amount
claimed by the FmHA was that the United States Attorney=s office believed
that interest should continue to accrue on the mortgage until it was paid in
full. We note, however, that the status of the estate=s obligation to pay such
interest was unclear once it acceded to the FmHA=s request for it to continue
operation of the farm until Michael turned 18. Interest was not addressed in
the relevant correspondence. Instead, as we have described elsewhere in this
opinion, the arrangement simply called for the estate to pay the FmHA its
share of the crop proceeds until Michael attained his majority, then apply
net proceeds from the sale of the property to satisfy the mortgage. Given the
size of the balance due on the mortgage at the time of Funk=s death, the
estimated value of the property, and the land=s productivity, there was no
possibility that the estate would ever be able to cover additional interest,
which accrued at the rate of $50.68 per day, for the period the estate was
asked to operate the farm prior to its sale. Had Printy realized that the

                                    -20-
stated that Alegitimate itemized expenses relating to the sale of the
property can be deducted from the sale proceeds,@ but demanded full
payment within 30 days.
     Cherry filed a prompt response to that letter which provided
documentation about the sales and advising that a current report
would be forthcoming. Cherry=s response elicited another letter from
the United States Attorney=s office, dated August 17, 1990, advising
that based on the information Cherry had provided, the estate should
distribute $126,161.57 of the sale proceeds to the FmHA, consisting
of $131,477.90 in proceeds less $5,316.33 in sale expenses.
Inexplicably, the letter then concluded by stating that the United
States Attorney=s office would be Amaking formal demand for full
payment of $131,477.90 to FMHA within 30 days.@
     One week later, on August 24, 1990, the estate filed its fifth
report and account with the court. This report covered the period
between October 26, 1987, when the fourth report ended, and August
10, 1990. That report showed that the estate began with a cash
balance of $4,030.73 at the start of the period and collected an
additional $189,431.24, consisting of $14,415.40 in proceeds from
the sale of crops harvested from the farm prior to its sale,
$167,235.96 from sale of the farm itself, monthly interest on the
estate=s bank account, and a few minor items, including refund of an
overpayment from the Internal Revenue Service. Offsetting the
receipts were $108,946.45 in disbursements, including $39,361.88 to
Michael for his share of the crop sales and his interest in the real
estate, $4,023.50 to the company which conducted the real estate
auction, charges for advertising the auction, real estate taxes, federal
taxes, tax preparation fees, expenses for fence repair, the $25,000
executor fee approved by the court and paid to Printy, and Cherry=s


government might eventually seek to collect all that additional interest, she
would have had no reason to agree to assist the FmHA. The best interests of
the estate would have dictated that the agency be left to seek foreclosure
and whatever other legal remedies it might have.




                                   -21-
attorney fees. According to the report, the attorney fees consisted of
$7,994.50 paid to Cherry as they were incurred in installments
ranging from $37.50 to $1,830.00 plus a final lump-sum payment of
$25,000 in April of 1989.
     Following these disbursements, the cash balance left in the estate
to pay creditors was $84,515.52. All but $141.38 of this amount was
transferred to an interest-bearing trust account to protect Printy from
any temptation she might have to use the funds for nonestate
purposes and to ensure that they remained available to meet the
estate=s obligations. The existence, size and purpose of the trust
account were known to the court and documented in the record.
     Shortly after the fifth report and account was filed, the
government filed a new objection. As with the government=s 1989
objection, this version claimed that the executor fees and attorney
fees were excessive. In addition, it complained that although the
FmHA had agreed to release its liens on the farmland to facilitate the
property=s sale and the sale had gone forward, it had not yet received
any of the proceeds. No other aspect of the report or the
administration of the estate was questioned. The objection simply
asked for an order (1) requiring Printy and Cherry to document the
basis for the $25,000 payments each of them had received in the
latest reporting period and (2) directing the estate to immediately
disburse the amounts still owed to the FmHA.
     In demanding payment of the amounts still owed to the FmHA,
the government=s objection asserted that the estate had made no
payments Ato FmHA on the farming property.@ This claim was false.
As we have noted, Printy made several payments to the FmHA which
were credited against the balance due on the mortgage. In July of
1985, Printy had issued a check to the FmHA for $110,000, of which
$41,210.52 was applied to the mortgage and the balance was used to
pay off the other three loans in full. In addition, Printy paid $7,941.02
to the FmHA in 1985 and $2,700 to the FmHA in 1986 as its share of
the proceeds from the sale of crops. Both sums were applied to the
mortgage, the only debt the estate still owed to the FmHA after the
other three loans were paid off. 8


   8
   The government=s objection, which failed to acknowledge the estate=s
payments, claimed that the total amount due under the mortgage had risen

                                 -22-
     Following submission of the government=s objection, the cause
went dormant again. The next filing occurred on February 10, 1992,
when Printy filed her sixth verified report and account. This account
covered the period between her previous report and account and
January 7, 1992. According to this report, the estate=s sole income
consisted of $6,991.63 in interest earned on the account in which the
proceeds of the land sale were being held. Disbursements, totalling
$2,699.56, consisted of bank service charges, state and federal taxes
and $200 paid to a tax preparer. Although Cherry continued to
perform significant services on behalf of the estate, he received no
fees from the estate for those services and submitted no claim to the
court for compensation. At the end of the reporting period, the estate
reported having a total of $88,807.59 in the bank. All other assets had
been distributed. It owned nothing else.
     Printy=s sixth report and account triggered a brief objection from
the government. The objection did not dispute the veracity of Printy=s
report or the accuracy of her accounts. It merely renewed the
government=s complaint that it had not yet Abeen paid the amounts
that are owed to it from the sale of the decedent=s property.@ In
addition, it asserted, as it had in its initial objection, that the $25,000


to $298,228.59 as of September 7, 1990. As it happened, the FmHA
generated a letter to the estate just 12 days later indicating that the amount
actually delinquent on the promissory note secured by the mortgage was
only $104,216.09. In raising only the delinquency, the FmHA assumed the
terms of the promissory note and mortgage continued to apply normally
notwithstanding Funk=s death. In claiming the full amount due, including all
accrued interest, the United States Attorney was following the view implicit
in the original claim submitted to the probate court by the FmHA that the
loan accelerated and became due and payable in full on Funk=s death.




                                    -23-
paid to Printy and approved by the court for her executor fee and the
final $25,000 in attorney fees paid to Cherry for his work on behalf of
the estate were Aexcessive and unreasonable.@
     Nothing further took place until the following year. In April of
1993, Printy filed her seventh verified report and account. Once
again, the sole income received by the estate was interest from the
bank account containing the proceeds from the sale of the farm. This
time, the interest totaled $4,094.89. Disbursements, amounting to
$886.77, were made for bank service charges, a tax preparation fee
and state and federal taxes. The result was a net increase in the
estate=s accounts to $92,015.71. No other assets remained and none
were reported. As with the previous report, no additional attorney
fees were paid or requested even though Cherry continued to perform
work on the estate=s behalf.
     Following submission of the seventh report, the government
elected not to file any new objections. Another year passed. Although
nothing further was filed with the court during the interim, the record
shows that Cherry was in ongoing communication with the FmHA
and the United States Attorney=s office in an effort to resolve any
remaining issues, settle the FmHA=s claims, and finally close the
estate. The sticking point had nothing to do with the FmHA=s priority
over the other creditors whose claims had been allowed but remained
unpaid. It was assumed that whatever money remained in the estate=s
accounts would be paid to the FmHA in satisfaction of the
promissory note secured by the mortgage. The difficulty was with
Printy=s $25,000 executor=s fee and the final $25,000.00 in attorney
fees paid to Cherry in April of 1989, four years earlier. The FmHA
did not question that Printy was entitled to an executor=s fee or that
Cherry should be paid for the legal work he performed on behalf of
the estate. As we have already noted, giving priority to such expenses
of administration was permitted by the Federal Insolvency Statute (31
U.S.C. '3713) and specifically acknowledged by the FmHA when it
asserted its original claim in the probate action. The only problem the
FmHA had with the fees, so far as we can tell, was the one it asserted
in the objections it filed to Printy=s fifth and sixth verified reports and
accounts and to the proposed final account circulated but never filed
in 1989: it believed that the disputed $50,000 in fees were simply
excessive and unreasonable.


                                  -24-
      The government=s view was that if the executor and attorney fees
were scaled back, the money could be added to the funds obtained
from the sale of the farm, thereby increasing the amount the
government would receive in satisfaction of the promissory note
secured by the mortgage. Without that adjustment, the amount the
government stood to recover from the estate was the $92,015.71
identified in Printy=s seventh report and account, plus any interest
accruing since the report was filed. In a letter transmitted to Cherry in
August of 1993, the government advised that it believed $124,500 to
be a fair settlement amount, taking into account the costs of the sale,
including publication costs and Cherry=s attorney fees.
      The government=s settlement offer exceeded the funds left in the
estate by $32,484.29. It would therefore have necessitated return by
Printy of some, if not all, of the executor=s fees approved by the court,
leaving her with no compensation for a decade=s worth of work on
behalf of the estate and for the benefit of the government. It would
also have required Cherry to further discount his fee, notwithstanding
that he been paid nothing for his work since 1989, and made no
provision for further payment, despite the fact that the estate could
still not be closed and significant work for the estate still lay ahead.
      Although records filed with the circuit court showed that Cherry
prepared a proposed stipulation and judgment in April of 1994, the
terms of that stipulation have not been disclosed. All we know is that
no settlement was reached. Failing settlement, Cherry returned to
court to obtain a hearing on the government=s objections to Printy=s
$25,000 executor=s fee and the $25,000 final payment he received for
his attorney fees and for resolution of the government=s claim for
repayment of the promissory note secured by the mortgage on Funk=s
farm. The circuit court granted Cherry=s request and set the matter for
hearing on June 17, 1994.
      Cherry=s efforts to enlist the aid of the court had an unexpected
effect. Rather than hasten the long overdue termination of Funk=s
estate, it triggered a succession of legal maneuvers by the United
States Attorney=s office that would ultimately keep the estate open for
another full decade and more. The government=s immediate response
was to file an objection to the estate=s Acurrent report and account.@
That objection, filed less than a week before the scheduled June 17
hearing, was not addressed to the seventh and most recent current


                                 -25-
report and account filed in April of 1993. It was not even addressed
to report and account filed before that, in February of 1992. Instead,
it reached back to the fifth account and report filed nearly four years
earlier on August 24, 1990.
      As we have detailed, the government already had an objection to
that report and account on file. Submitted on September 10, 1990,
that objection claimed simply that the $25,000 executor fee received
by Printy and the $25,000 final attorney fee payment made to Cherry
were excessive and unreasonable. As relief, the objection requested
an order requiring Printy and Cherry to document the basis for the
foregoing payments and directing the estate to immediately disburse
the amounts still owed to the FmHA.
      The new objection submitted by the government purported to be
a memorandum in support of the September 10, 1990, objection. In
one limited respect it was. It did address the assertion made in the
September 10, 1990, objection that the $25,000 payments to Printy
and Cherry reported in the August 24, 1990, report and account could
not be justified absent additional documentation. Aside from that,
however, the 1994 memorandum represented a quantum shift in the
government=s position. In direct contrast to the position it had taken
since the inception of these proceedings, the government asserted that
none of the expenses of administration, including attorney fees, could
be paid out of the proceeds of the sale of the farmland secured by the
FmHA mortgage. It further asserted, for the first time, that the estate
had failed to properly distribute to the government the estate=s share
of the proceeds from the sale of crops for the years 1987 and 1988,
and suggested that the conduct of Printy and Cherry in handling the
estate=s affairs in the years that followed had been wrongful.
      With respect to its claim that Printy and Cherry had acted
improperly in administering the estate, the government anticipated,
quite rightly, that Printy and Cherry would adduce evidence that their
actions were sanctioned by the FmHA officials with whom they had
dealt regarding the government=s claims. To forestall this defense, the
United States Attorney=s office filed a motion in limine prior to the
scheduled hearing to bar the introduction into evidence of any
representations by the FmHA officials Aconcerning use of proceeds of
sale of real estate mortgaged to [FmHA] for payment of any costs of
administration, attorney=s fees incurred in probating this estate,


                                -26-
executor=s fees or any other fees or expenses except for costs of sale
of the mortgaged real estate.@
      The June 17 hearing was postponed to provide Cherry time to
file a response to the government=s latest objection. On July 15, the
hearing was continued again at the request of the United States
Attorney=s office. Ironically, the reason given by the government for
seeking the request was that one of the principle FmHA officials with
whom Printy and Cherry had dealt was unavailable to testify at that
time.
      In due course, Cherry, on behalf of the estate, filed an objection
to the government=s motion in limine and a response to the new
objection to the August 24, 1990, report and account. Following
various developments, including a decision by the government in
September of 1994 to submit a belated objection to Printy=s fourth
verified report and account dated November 12, 1987, the court
conducted a hearing on the motion in limine in December of 1994.
The motion was denied. The court then continued the hearing on the
government=s objections and set a discovery schedule.
      With the failure of its motion in limine and the circuit court=s
decision to permit additional discovery before reaching the merits of
the government=s latest objections, the United States Attorney=s office
decided to seek relief in a different forum under another new theory.
It brought a civil action against Cherry and Printy in the United States
District Court for the Central District of Illinois alleging that the two
of them had converted the proceeds from the sale of the mortgaged
farmland. The federal court, however, refused to allow the United
States to use that forum to supplant the ongoing state court
proceedings. It abstained from hearing the government=s claim under
the authority of Colorado River Water Conservation District v.
United States, 424 U.S. 800, 817-18, 47 L. Ed. 2d 483, 498, 96 S. Ct.
1236, 1246 (1976), which permits a federal court to stay or dismiss a
suit, in exceptional circumstances, when a concurrent state
proceeding is pending and the stay or dismissal of the federal action
would promote wise judicial administration.
      Colorado River abstention is discretionary. In determining
whether the doctrine should be invoked, a court must consider a
number of factors. One of those factors is the vexatious or contrived
nature of the federal claim. See Clark v. Lacey, 376 F.3d 682, 685

                                 -27-
(7th Cir. 2004). In applying that factor to the government=s federal
action here, the federal district judge cited contentions raised by
Printy and Cherry that the United States had looked to the federal
forum because of the failure of its motion in limine in the state court
action and that it had joined Cherry as a party only because it
believed Printy to be indigent and unlikely to have the resources to
satisfy a judgment, while Cherry was perceived to be wealthy.
     The federal judge specifically stated that he agreed with this
characterization of what had taken place. He wrote that the United
States had litigated the same issue asserted in the federal action
         Ain the probate proceeding beginning in 1989 when it first
         [Printy and Cherry]. After such time, it allowed [Printy and
         Cherry] to continue the sale of the last piece of property. In
         1994, as the issue regarding the use of the proceeds of the
         mortgage to pay the attorney and executor fees came close to
         the hearing, [the United States] filed a motion in limine to
         prevent FmHA agent Jeffrey Koch from testifying. On
         March 31, 1995, [the United States] filed the action in
         federal court. The Court has no doubt that such action was in
         response to the adverse ruling from the state court regarding
         its motion in limine. It appears that [the United States]
         thought it would lose its claim and sought another forum.@
         United States of America v. Cherry, No. 95B3101, slip op. at
         14 (C.D. Ill. October 28, 1996).
Based on this and other factors, the court stayed the federal action
pending termination of the probate proceeding in state court and
denied a pending motion for summary judgment filed by the United
States. United States of America v. Cherry, slip op. at 14-15.
     While the federal action was pending, Printy filed exhaustive
documentation with the circuit court in response to interrogatories
previously propounded by the government. The probate action was
subsequently stayed pending the federal court=s determination as to
whether it would proceed with the government=s federal claim. The
decision by the federal court to abstain from hearing the
government=s federal claim was filed at the end of October 1996.
Following that ruling, the probate proceedings went forward again.
     In June of 1997, a hearing was held in the circuit court at which
the parties agreed to complete discovery by September 9, 1997, a

                                -28-
pretrial hearing was scheduled for October 16, 1997, and a hearing on
the government=s objections to Printy=s fifth verified report and
account was set for November 1997. Immediately after the June 1997
hearing, the government served Printy with a voluminous request for
admission of facts. When Printy balked at responding to the request
to admit, the government moved for an order deeming the facts set
forth in the request to have been admitted unless Printy could show
cause why those facts Ashould not be confessed against her.@
Following a written objection by the estate and a hearing on October
16, 1997, at which both parties were represented, the government=s
motion was denied.
      Approximately two weeks later, on October 29, 1997, the
government filed an objection to the estate=s seventh report and
account, which had been filed by Printy in April of 1993. That
objection took issue with $844.95 in disbursements made by Printy
on the estate=s behalf to pay federal and state taxes and to cover the
fee charged by the tax preparer. The basis for the objection was that
the payments had been made from Acollateral pledged to the United
States@ and were unauthorized. The government asserted this claim
notwithstanding the fact that the estate no longer held any collateral
pledged to the United States in 1993. The last collateral held by the
estate was the farm, which had been auctioned off in the late 1980=s
with the agreement of the government and the approval of the court.
The government had released its security interest in the farmland so
that the sales could close, and the net proceeds were deposited in the
estate=s account.
      Language at the conclusion of the objection indicates that what
the government actually meant to say was that disbursement of the
proceeds from the sale to pay the challenged expenses should not
have been made by the estate without the government=s permission,
notwithstanding the fact that the government had voluntarily released
its liens on the land prior to the completion of the sale and receipt of
the purchase price from the buyers. The government did not
elaborate, however, and offered no legal authority for such a view. In
addition, it proffered no explanation for why it was raising its
objection for the first time approximately 42 after the expenses were
paid and the report and account detailing their payment was filed
with the court.


                                 -29-
     No action was taken on the foregoing objections. The sole matter
before the court was the government=s objections to the fifth verified
report and account filed by the executor on August 24, 1990. The
specific date set for that hearing was November 18, 1997. Less than a
week before that hearing, the government filed approximately 60
pages of notices, motions and memoranda. Included were a notice
that it intended to call Cherry, attorney for the estate, as an adverse
witness for the government; a renewed motion in limine with
supporting memorandum to bar FmHA officials from testifying
regarding approval they had given the estate to pay various expenses;
a petition to order Printy to pay the government $102,875.02 in
interest based on the fact that she had still not disbursed to the United
States its share of the proceeds from the sale of the farm; and a
memorandum asking the court to consider all of the objections it had




                                 -30-
ever filed in the case, not just the objections to the August 24, 1990,
report that were presently set for a hearing. 9

   9
     The government=s pleadings also suggested that Cherry=s dealings with
FmHA officials violated his ethical responsibilities. The ethics charge is
premised on the government=s belief that beginning in 1984, Cherry should
not have had any direct contact with the FmHA in representing the estate. In
its view, he was obligated to deal solely with representatives of the United
States Attorney=s office. The record before us, however, contains nothing to
suggest that Cherry=s communications with the government were improper
or were thought to be improper by the United States Attorney=s office
during the 14 years leading to the November 1997 hearing. Cherry was
meticulous in providing the United States Attorney=s office with notice of
everything he did in the case and attempted to maintain ongoing and open
communication with that office. To the extent he communicated with the
FmHA rather than someone from the United States Attorney=s office, such
communication occurred with either express or implicit prior authorization
of the government=s lawyers. At all times, he dealt with the representatives




                                   -31-
he believed the government wished him to deal with. Sometimes that was a
deputy United States Attorney. Sometimes it was an official from the
FmHA. On at least one occasion, a deputy United States Attorney actually
expressed confusion as to why Cherry had contacted his office about
something rather than simply going to the FmHA. Given the history of the
case and the relationship between the various parties and entities, no
legitimate claim can be made that Cherry ever attempted to circumvent the
United States Attorney=s office or engage in communications which the
United States Attorney=s office opposed.


                                 -32-
       When the government filed the foregoing motions, interest
earned on the estate=s trust account over the years had increased the
account=s balance to $104,382.20. That sum represented all that was
left in the estate, and there was no disputeBthere had never been any
disputeBthat the FmHA had priority over all other creditors whose
claims for repayment of debts of the decedent which remained
unsatisfied. Accordingly, Cherry sought and obtained an order
authorizing him to release the funds to Printy, as executor of the
estate, for payment to the FmHA. The circuit court granted that order.
Neither Printy nor Cherry sought any further payment for their work
on the estate=s behalf, and no deductions were made for costs of
administration. The entire sum was paid to the FmHA. Accordingly,
as of November 1997, the estate was exhausted.
      Once the FmHA received from the estate all it had left to give,
one might have anticipated that the estate could, at last, have been
closed. That was not to be. Although 14 years had passed since the
estate was first opened, it would be another six years before the
circuit court was able to enter its final order in the case.
      On November 18, 1997, the court proceeded with its hearing on
the August 24, 1990, report and account and the government=s
objections to that report. The deputy United States Attorney=s motion
in limine was denied. In response to the government=s notice that
Cherry would be called as an adverse witness, he moved to withdraw
as Printy=s attorney. After discussion between counsel and the court,
consideration of the position Printy would be left in if she were left
without counsel, and the receipt of testimony from Printy that she
understood the conflict and still wanted Cherry to serve as her
lawyer, the motion to withdraw was itself withdrawn, and the hearing
went forward.
      Printy was the only witness called to testify. Despite the breadth
of the issues raised in the prehearing motions and memoranda filed
by the government, the focus of the hearing was limited. It centered
on the specifics of how the proceeds of the farmland sales were
handled. At the conclusion of the hearing, the court indicated that it
would not revisit reports and accounts that had previously been
approved, but that it would not approve the August 24, 1990, report
and account because of uncertainties it had regarding how and when
proceeds from the sale of the farm were distributed, and why the


                                 -33-
FmHA had not received its share earlier. The estate was given until
March 2, 1998, to file a new report Ashowing the receipt of funds
from the sale of all property secured by [FmHA] and the
disbursement of all those funds or their present location,@ and the
government was given six days beyond that to file any objection.
      Cherry, still acting on behalf of the estate, promptly complied
with the court=s order. On March 2, 1998, he filed a new report
itemizing and describing everything that had been done in the
administration of the estate from the date of Funk=s death in 1983 to
the date on which the new report was filed. The report was supported
by extensive documentation, including copies of every notice, claim,
bill, and cancelled check generated during the course of the estate=s
administration; copies of all correspondence from and to the FmHA
and the United States Attorney=s office; contemporaneous notes kept
by Cherry of his discussions with Printy and the government
representatives regarding estate matters; and Cherry=s itemized billing
records showing what work he did, when he did it, how long it took,
and how much he charged.
      The United States Attorney=s office responded to this new report
by moving to strike it, to obtain an expedited hearing on its motion to
strike and an extension of the deadline to file an objection to the new
report and to reopen discovery. The motion to strike was denied by
order entered April 20, 1998. At the same time, the court gave the
government additional time, to June 12, 1998, to file its objection and
reserved the issue of whether discovery should be reopened.
      Immediately before the scheduled hearing, the United States
filed an objection to the amended report and to the documentation
submitted by the estate in support of that report. Once again it filed a
motion in limine to bar FmHA officials from testifying about
authorizations they had given to the estate with respect to the use of
proceeds from the sale of property in which the FmHA held a
security interest or interest accrued on those proceeds. In addition, it
filed an updated version of its prior petition asking that Printy be
ordered to pay the government $102,875.02 in interest based on her
allegedly Awrongful@ failure to timely disburse to the United States its
share of the proceeds from the sale of the farm. Unlike the prior
petition, the updated version was not limited to interest attributable to
delay in transmitting the proceeds from the farm auction. It also


                                 -34-
asked for interest based on alleged delays in paying the FmHA its
share of proceeds from the sale of machinery and grain in which the
government had held security interests. The government made this
claim notwithstanding the fact, noted earlier, that the loans for which
the grain and machinery were pledged as collateral had been repaid
and the corresponding promissory notes returned marked Apaid in
full@ 13 years earlier in 1985.
     On June 18, 1998, the impending hearing was rescheduled for
July 20, 1998. Prior to the new hearing date, the government filed yet
another motion in limine to bar testimony from the FmHA officials
with whom Printy and Cherry had dealt. It also submitted a 47-page
supplemental response to Printy=s amended report. At the hearing, the
court questioned counsel for the United States regarding the truth and
accuracy of the records submitted by the estate in support of its
amended report. Counsel conceded that the government had no
reason to believe that any of the financial records were incorrect.
There was no dispute that the court had before it every pertinent
document Cherry and the estate possessed. The question which had
motivated the government=s initial concern in the case, namely,
whether the basis for $25,000 executor fee and the final $25,000
attorney fee payment could be substantiated, dissolved. The
government no longer contended that Cherry=s fees were
unreasonable and excessive. The detailed records he provided
foreclosed any such claim. So too fell the argument raised by the
government in its objection to the August 24, 1990, report that the
estate had failed to pay the FmHA any of the proceeds from the sale
of the farm. As we have noted, the estate paid the FmHA all of the
net proceeds from the farm sale, plus accrued interest, a year earlier.
Ultimately, the matter left for the court to resolve was whether, under
the law, the estate was administered properly and the government had
been paid everything it was due. Finding that it had sufficient
evidence to make that determination, the court denied the
government=s motion in limine, rejected a challenge by the
government to the admissibility of the estate=s report and objections,
and took the case under advisement without hearing additional
testimony.
     Believing that it should have been given a more complete
opportunity to present its case, the government filed what it
denominated as a Amotion to reconsider denial of evidentiary hearing

                                -35-
and offer of proof on executor=s amended current report, objection
and response to same and motions in limine.@ No response was filed
on behalf of the estate. Shortly thereafter, the court entered a detailed
order regarding the administration of the estate and the validity of the
government=s objections. That order, dated July 23, 1998, found: (1)
that the government had agreed with the estate to delay the sale of the
farm until Michael reached his majority, (2) that the government=s
sole objection following the sale was to the amount of the fees paid to
the executor and attorney, (3) that the government had withdrawn its
objection to the amount of the fees and now objected to the executor=s
report on the grounds that under controlling law, the executor should
have paid the United States a greater share of the proceeds of the sale,
(4) that no objection was made to the truth or accuracy of the content
of the current report, (5) that the current report contained a full and
accurate accounting of the receipts and disbursements of estate
property, (6) that at the outset of these proceedings, the FmHA
claimed that a total of $234,106.86 plus interest remained due on the
four loans it had issued to Funk prior to his death, (7) that the FmHA
eventually received a total of $225,023.33 from the estate, (8) that the
executor and her attorney Aexperienced considerable risk and
responsibility in handling an insolvent estate which contained
farmland owned in part by a minor and secured by a federal agency,@
and (9) that the court=s examination of the evidence revealed no
expenditures that were not reasonable and necessary for the
preservation of the estate property Awhich was the real estate upon
which the U.S. had a security interest.@ Based upon the foregoing, the
court concluded that the actions of Printy and Cherry were
Areasonable and necessary under the circumstances of a complex and
insolvent estate.@ Accordingly, it approved the amended report
submitted by Printy on March 2, 1998.
      The government appealed. The appellate court reversed and
remanded, holding that the circuit court=s ruling was tantamount to
entry of judgment on the pleadings and that genuine issues of
material fact remained which should have precluded such a
disposition. In the appellate court=s view, an evidentiary hearing
should have been conducted. In re Estate of Funk, No. 4B98B0640
(1999) (unpublished order under Supreme Court Rule 23).
      Following remand, the circuit judge who had presided over the
case recused himself. The case was reassigned. The United States

                                 -36-
then submitted a lengthy bench memo summarizing its view of the
case and restating its arguments as to why the amended report
submitted by Printy on March 2, 1998, should not be approved. In
addition, and for the first time, the government asked the circuit court
to enter a Asurcharge monetary judgement against [Printy]
individually and in her capacity as executor in the amount of
$90,092.66 plus interest@ to recoup the additional sums it believed the
estate should have paid to the FmHA over the years. Although no
hearing was then scheduled, the government also filed a renewed
motion in limine to bar testimony from the FmHA officials with
whom Printy and Cherry had dealt in handling the estate.
     The judge to whom the case had been reassigned also recused
himself. The case was then assigned to a new judge who conducted a
thorough evidentiary hearing. At that hearing, conducted November
2, 1999, testimony was received from Printy, officials of the FmHA,
and two deputy United States Attorneys who had been involved with
the case earlier in its history. Numerous documents were admitted
into evidence. Argument was heard, counsel were given the
opportunity to file posttrial memoranda, and the case was taken under
advisement.
     On February 10, 2000, the court issued a lengthy written order
setting forth the history of the case and the arguments of the parties.
Following its detailed review, the court concluded:
            AHaving considered the evidence presented at [the
         hearing], the Court record, the voluminous material
         submitted by the United States and the arguments of the
         parties, the Court is of the opinion and finds that the position
         of the executor is the more reasonable and legally
         supportable position. From the beginning of the
         administration of this estate it was clear to all parties that the
         estate was insolvent. As early as October of 1984, all parties
         recognized that upon his death in January of 1983, Floyd
         Funk owed more than he owned in property. Knowing this
         information, the United States, through its agent the Farmers
         Home Administration allowed the executor and her attorney
         to operate the estate. While this was not a settlement of the
         claim, it was acquiescence in a course of action that has
         certain consequences. The executor and the attorney who


                                  -37-
         operated the farm and administered the estate during this
         time period are entitled to compensation for their activities.
         The wisdom of this decision [to have the estate continued to
         operate the farm] is not at issue. In point of fact by this
         decision by the FmHA mitigated [its] damages in this case.
         [It has] received substantial sums of money that [it] might
         not have otherwise received had [it] commenced legal action
         earlier in this proceeding.
             The United States by their various agents in this
         protracted litigation established a procedure for the land in
         question to continue to operate as a viable farm and income
         producing property. Having allowed the operation to
         continue, the government now says all of its secured claims
         should take first priority. Under the Probate Act, reasonable
         expenses of the executor and attorneys fees take priority
         over the claims of the United States government. Those are
         the only fees being paid in the present case. They are
         reasonable and appropriate under the circumstances.
             The executor and her attorney acted reasonably under the
         particular facts of this case. Their expenses were reasonable
         and there is no evidence to suggest that those expenses were
         the result of mismanagement, fraud or other misconduct. The
         amended current report is approved by the Court. The estate
         shall be closed and the executor discharged.@
     The government appealed again. This time it argued that the
circuit court=s opinion was erroneous as a matter of law. The basis for
that argument was that the security interests it held in Funk=s property
trumped any entitlement the executor and her attorney may otherwise
have had under the Probate Act to recovery of the expenses of
administration. A divided appellate court agreed. It therefore reversed
and remanded for yet more proceedings. In re Estate of Funk, No.
4B00B0178 (2000) (unpublished order under Supreme Court Rule
23). In so doing, the appellate court made no mention of the Federal
Insolvency Statute (31 U.S.C. '3713) invoked by the government at
the outset of these proceedings as the basis for the priority it claimed.
     Shortly before the appellate court rendered the foregoing
decision, Cherry was elected State=s Attorney of Scott County. That
position precluded him from continuing to engage in the private

                                 -38-
practice of law. 55 ILCS 5/4B2001(b) (West 2004). He was therefore
compelled to seek leave of court to withdraw as Printy=s attorney. In
response, the United States stated that while it had no objection to
Cherry=s withdrawal, it believed that the circuit court should order
Cherry to Areturn to the United States its secured moneys paid to him
without prior court approval.@
      A hearing on Cherry=s motion to withdraw was conducted in
March of 2001. At the conclusion of the hearing, the circuit court
allowed Cherry to withdraw but ordered that he remain in the case as
an interested party; continued the case for 21 days to allow Printy an
opportunity to obtain new counsel; and ordered the United States to
file, within 30 days following the above-mentioned 21-day period, a
final account of Printy=s actions as executor.
      We do not know why the circuit court authorized the
government to file a final account. Pragmatic considerations are one
possibility. Printy testified at the hearing that she had no money to
retain replacement counsel, and the court may have believed that
unless the government was given responsibility for preparing a final
accounting, no accounting would be filed. We note, however, that the
Probate Act of 1975 does not authorize this procedure. Under the Act,
responsibility for submitting accounts of the administration of the
estate rests with the representative of the estate authorized by the
court to carry out that administration. 755 ILCS 5/24B1 (West 2004).
The United States was not the estate=s representative. Printy was.
      The Probate Act does contain procedures for ensuring that
required accounts are prepared and submitted if the duly authorized
representative dies or falls under a legal disability (755 ILCS 5/24B13
(West 2004)) or the letters issued to a representative are revoked and
the representative fails or refuses to file an account within the time
fixed by the court (755 ILCS 5/24B14 (West 2004)). None of those
circumstances were present here. Printy was not dead or disabled, the
letters issued to her were not revoked and she had not failed or
refused to file accounts within the time set by the court.
      We note, moreover, that even if Printy had died, resigned or had
her letters of administration revoked, it is by no means clear that the
United States would have been an appropriate successor. The Probate
Act sets forth a preference list from which successor representatives
may be selected. See 755 ILCS 5/9B2, 9B3 (West 2004). Creditors of

                                -39-
the estate, which is all the United States is here, are at the very
bottom of the list. 755 ILCS 5/9B3(b), (j) (West 2004). Funk had
numerous surviving relatives who would have been eligible for
consideration first. 10
     No longer represented by counsel, Printy filed no objection to
the circuit court=s decision to transfer responsibility for the
accounting to the government. In accordance with the judge=s order,
the United States prepared its proposed final account and filed it on
April 11, 2001. Although the probate act requires accounts to be
verified (755 ILCS 5/24B1 (West 2004)), this one was not. It was not
even signed by someone with direct knowledge of how the estate=s
assets had been managed. The signatory was an assistant United
States Attorney who had not entered the case until after the estate had
been open for more than a decade and all the real and personal
property had long-since been sold.
     Although the record shows that a copy of the account was mailed
to Printy, she still lacked counsel, as she would throughout the
remainder of these proceedings, and did not take issue with either the

   10
       There is also the question of whether the United States would be
legally eligible to serve as a representative of the estate. The Probate Act
requires that the administrator be a Aperson.@ 755 ILCS 5/9B1 (West 2004).
It is true that under Illinois law, a body politic may sometimes qualify as a
person. See 5 ILCS 70/1.05 (West 2004). With respect to who may serve as
an administrator, however, the Probate Act appears to contemplate that he
or she must be a natural person. See 755 ILCS 5/9B3 (West 2004). An
exception exists for corporations qualified to accept and execute trusts in
our state (755 ILCS 5/1B3 (West 2004)), but the law confers no similar
authorization on the United States.




                                   -40-
technical sufficiency or the substance of the document. Thus freed
from meaningful adversarial challenge, the government=s account
implemented its view that the court should undertake a
comprehensive reexamination of the receipts and expenditures
handled by the estate since its inception two decades earlier, even
those that had previously been approved by the court without
objection by the United States, and that it should do so without any
reference to the estate=s lengthy cooperation with the FmHA. In the
account, the estate=s dealings with the FmHA are ignored.
     When the cause was before the circuit court in 1999, the
government had argued that the amended report submitted by Printy
on March 2, 1998, should not be approved and a money judgment
should be entered against Printy individually because the government
failed to receive $90,092.66 in proceeds and accrued interest to which
it was entitled from the sale of the farm, crops, and machinery. In the
final account it prepared, the government argued that during the
course of administering the estate, Printy had wrongfully distributed
to third parties the sum of $89,666.49.
     The largest single component of this sum was attorney fees paid
to Cherry. Cherry was paid a total of $45,814.48 for his work on the
estate=s behalf. Those payments were fully documented, and we have
mentioned them all in this opinion. They were paid as follows:
$4,239 in 1983, $2,269.75 in 1984, $2,695 in 1985-86, $3,616.23 in
1986-87, and $32,994.50 in 1987-89. The last amount included the
$25,000 lump sum payment Cherry received after the government
released its security interest in the farmland, the farm sales were
closed, and the proceeds were paid to the estate. The government
received notice of all these payments. The payments for 1983 and
1984, totaling $6,508.75, were specifically approved by the circuit
court. With the exception of the final $25,000 for which it sought
supporting documentation, the government filed no objection to the
accounts in which the fees were reported until many years later.
     In its proposed final report, the government stated that
$38,830.73 of Cherry=s fees should not have been paid. It does not
explain how it arrived at this particular amount. That Cherry did the
work and that the fees were reasonable is not disputed. As it had
begun doing in 1994, five years after the last of the fees had been



                                -41-
paid, the government contended simply that the money used to pay
the fees should have gone to it and not Cherry.
     After the $38,830.73 in attorney fees, the next largest sum
challenged in the government=s report is the $25,000 executor=s fee
approved by the court and paid to Printy in 1989. Inexplicably, the
government next took issue with $11,111.25 of the $30,000 surviving
spouse award which had been approved by the court and paid to
Printy in two installments, the first in 1983 and the second in 1984,
both prior to the sale of the farm. The government also challenged
$4,000 of the $6,000 surviving child award, which, like the surviving
spouse award, had been approved by the court and paid in two
installments in 1983 and 1984. Although the government once
inquired as to the basis for the surviving spouse award, this document
marked the first time the surviving child award had been directly
contested.
     The remaining sums challenged in the government=s account
consisted of state and federal income tax paid by the estate on money
earned from the sale of property in which the government held
security interests, tax preparation fees, miscellaneous bank fees
pertaining to the account in which the estate held its funds, final court
costs incurred in connection with the real estate sale, and $920.16
which the government contends should have been deducted from
Michael=s share of the proceeds from the sale of the farm to cover his
share of the sale expenses.
     With respect to all of the foregoing payments, the government=s
position was not that they were unreasonable or excessive. As in the
case of the attorney fees, its argument was that it had a superior claim
to the money used to pay them. Although it filed no contemporaneous
objections to any of the payments, it believed that the executor=s
decision to pay the expenses rather than apply the funds to the loan
balance due the United States was wrongful.
     Printy filed no objection to the final account proposed by the
government. After hearing nothing from her, the court, sua sponte,
issued a rule to show cause why she should not be removed as
representative of the estate. The court was reluctant to act on the
government=s proposed final account without insuring that the parties=
various interest were properly represented and believed that given the
conflict of interest that existed between Printy, Cherry and the

                                 -42-
government, a different executor was needed, someone who could, at
last, wind the matter down.
      The court convened a hearing on the matter in August of 2001.
Printy appeared and made her position clear. She testified:
             AThis has gone on 19 years this February. And I have got
         to a point with the diabetes that I can=t remember. I am
         having seizures now and it=s just gotten so bad that I don=t
         want to be executor because I asked 3 or 4 times before why
         can=t I withdraw from this? Because Mr. Cherry has done all
         the work. I haven=t done anything except go back and forth
         to court and ask the same questions over and over. And I
         don=t want no more of it. I can=t handle it.@
Following discussion on the record with counsel, and the realization
that it would be difficult to get anyone to replace Printy, particularly
since there was no money left in the estate, the court elected to
maintain the status quo and refrained from removing Printy as
executor. The court further indicated that it would adopt the final
account submitted by the United States. When the government
submitted the appropriate order to the court, the court signed it
without any further evidentiary hearing.
      The order which the government prepared and the trial court
signed found that Printy had wrongfully distributed A$89,666.49 of
the United States= secured collateral and accrued interest thereon@ as
set forth in the government=s final account. Because of the source of
the funds used to make the challenged payments, the trial court
disallowed them. The court=s order further provided that Printy was
not yet discharged as executor and that further hearings would be
scheduled on the following pending matters: (a) the government=s
petition for entry of a monetary judgment against Printy, (b) its
request for relief requiring Aattorney Cherry to return to the United
States $38,830.73 of its secured collateral,@ and (c) the petitions it
had previously filed seeking the assessment of penalty interest
against Printy.
      Notwithstanding the language in the order regarding Printy=s
continued status as executor and the court=s intention to schedule
additional hearings, the court directed the circuit clerk to enter the
following order: AFinal [r]eport of the Executor entered this date.
Estate closed. Cause stricken.@ In accordance with the judge=s

                                 -43-
command, the clerk made a docket entry showing that order. When
the government complained that the order conflicted with the order it
had prepared for the judge=s signature, the trial court advised that the
government was free to take an appeal, which it did. On that appeal,
the government argued that the docket entry closing the estate and
striking the cause should be vacated because it was Afatally
inconsistent@ with the trial court=s September 2001 written order
approving the final account. The United States further argued that
instead of remanding the cause for further proceedings, the appellate
court should order Cherry to return to the United States $38,830.73 in
disallowed attorney fees, and enter judgment against Printy for
$89,666.49, to be offset by a credit totaling whatever amount Cherry
might actually repay the government.
      Cherry conceded that the docket entry should be vacated. The
appellate court accepted Cherry=s concession and vacated the docket
entry. It declined the government=s request for entry of judgment
against Printy and Cherry, holding that the trial court had not ruled
upon the issues and the parties had not had an opportunity to present
all of their evidence on those issues. In accordance with that view, it
remanded for further proceedings. In re Estate of Funk, No.
4B01B0902 (2002) (unpublished order under Supreme Court Rule
23).
      Following remand, the government filed a motion for summary
judgment requesting that the circuit court order Cherry to pay to the
government the $38,830.73 in attorney fees the court had previously
disallowed. Simultaneously, the government requested entry of
summary judgment in its favor and against Printy in the amount of
$89,666.49, a sum which included the same $38,830.73 sought from
Cherry. Both Cherry and Printy responded. Cherry argued, inter alia,
that the government=s motion was premature because a genuine issue
of material fact existed as to whether the attorney fees were
Aunreasonable, excessive[,] or unearned.@ What Printy had to say was
this:
             AI have no idea what all of this is about. I=ve been
          tormented and harassed and pushed aside since 1983. You
          people have taken 20 years of my life and throwed [sic] it
          out the window. Because I sit here in fear wondering what=s
          coming up next. *** I have nothing left. I have to borrow


                                 -44-
         money to the end of the month sometimes to get by. I think
         you should go after the right people. I=m just an inocent [sic]
         bystander.@
Printy=s note was one page long. The government responded with a
four-page reply reasserting its entitlement to summary judgment. It
also filed a reply to Cherry=s response.
      A hearing on the government=s motions for summary judgment
was held February 21, 2003. Following argument by counsel, the
court entered judgment in favor of the government and against Printy
in the amount of $90,092.66, a sum actually higher than the amount
requested by the government in its motion. At the same time, it
denied the government=s request for summary judgment against
Cherry. Noting again that the government no longer challenged the
reasonableness of the fees, the court held that the appropriate course
was for the government to seek recovery from Printy and for Printy to
then seek recovery of the fees from Cherry. In the court=s view,
allowing the government to proceed directly against Cherry would be
inappropriate under the law.
      The government filed yet a fourth appeal. Because the estate was
still open and issues remained pending, e.g., the government=s claim
for penalty interest, the appellate court, on its own motion, dismissed
the appeal for lack of a final appealable order. The government
subsequently moved for dismissal of its request for penalty interest
and entry of final judgment. Following one final hearing, that motion
was granted. On December 5, 2003, the court entered an order
finding Printy liable individually and in her capacity as executor for
$90,092.66, plus postjudgment interest, reaffirming its denial of the
government=s request for an order requiring Cherry to surrender
$38,830.73 of the attorney fees he had been paid for his work on the
estate, dismissing the government=s claims for penalty interest with
prejudice, and discharging Printy as executor of the estate.
      Once final judgment was entered, the government promptly
appealed again. The sole basis for its appeal was that the circuit court
erred in refusing to order Cherry to return to the government the
$38,830.73 in fees. The appellate court rejected that contention in a
published opinion. 355 Ill. App. 3d 466. The appellate court=s
opinion, as modified on denial of rehearing, held that Cherry=s failure
to object to the government=s accounting precluded him from

                                 -45-
challenging the determination that the fees should not have been
allowed. In its view, however, the disallowance of the fees did not
mean that Cherry was not entitled to be paid for his work. It meant
simply that Printy should not have paid the fees using funds which, in
the appellate court=s view, should have gone to the United States. The
appellate court further concluded that Cherry=s status in the case was
that of a creditor, not a party. In its view, the courts never acquired
personal jurisdiction over him and therefore lacked the authority to
compel him to pay the money to the government. One member of the
appellate court dissented, asserting that the trial court Aerred by
denying the United States= request that the court order Cherry to
return the disallowed attorney fees to [Printy] as executrix.@ 11
     Shortly after the appellate court filed its opinion, as modified on
denial of rehearing, Printy filed a petition for relief under the United
States Bankruptcy Code. Pursuant to the Code, the petition
automatically stayed continuation of the proceedings against Printy in
this case. 11 U.S.C. '362 (2000). On the government=s motion, the
stay was subsequently lifted, and the appellate court=s mandate
issued. The United States then petitioned our court for leave to
appeal. 177 Ill. 2d R. 315. We granted that petition, and the matter is
now before us for a decision. Printy is unrepresented in these
proceedings, as she was in the appellate court, and has filed no brief.
Cherry appears pro se.
      As grounds for its appeal, the United States contends that its
motion for summary judgment against Cherry was improperly denied.
In its view, Cherry should have been required, as matter of law, to

   11
     In reaching this conclusion, the dissenting judge apparently failed to
realize that the government had made no such request. Its motion for
summary judgment did not ask that the money be returned to Printy. What
the government sought was an order compelling Cherry to Arepay to the
United States its secured moneys totalling $38,830.73 wrongfully received
by him in disallowed attorney=s fees.@




                                  -46-
surrender to the United States $38,830.73 of the attorney fees he had
been paid for his work on behalf of the estate, and the appellate court
erred in concluding that the court lacked authority to order him to do
so.
     Ordinarily, the denial of summary judgment is not appealable.
That is because orders denying summary judgment are interlocutory
in nature. An exception to this rule has been recognized where cross-
motions for summary judgment have been filed on the same claim
and one party=s motion is granted while the opposing motion is
denied, thereby disposing of all issues in the case. Arangold Corp. v.
Zehnder, 187 Ill. 2d 341, 357 (1999). That situation is not present
here. In the matter before us, there were no cross-motions for
summary judgment. When it denied the government=s motion for
summary judgment against Cherry, the circuit court proceeded to
finally resolve the case based on all the evidence which had been
presented. Any error thereupon merged into the final judgment
rendered by the court. Belleville Toyota, Inc. v. Toyota Motor Sales,
U.S.A., Inc., 199 Ill. 2d 325, 355 (2002). It is that judgment, not the
denial of the government=s summary judgment motion, that we must
consider.
     As we have just discussed, the government=s challenge to the
appellate court=s judgment centers on that court=s conclusion that the
circuit court never acquired personal jurisdiction over Cherry and
therefore lacked authority to order him to surrender the disputed
portion of his attorney fees to the United States. The question of the
circuit court=s jurisdiction was not asserted by Cherry himself and he
does not dispute that the circuit court could have exercised
jurisdiction over him. His position is that notwithstanding the
existence of jurisdiction, the lower courts acted properly in rejecting
the government=s claim that it was entitled to judgment against him.
We agree.
     Whether the appellate court misapplied principles of personal
jurisdiction is not dispositive of this appeal. The reasons given for a
judgment or order are not material if the judgment or order itself is
correct, for it is the judgment and not what else may have been said
by the lower court that is on appeal to a court of review. A reviewing
court may sustain the decision of a lower court on any grounds which
are called for by the record regardless of whether the lower court


                                -47-
relied on the grounds and regardless of whether that court=s reasoning
was correct. See Rodriguez v. Sheriff=s Merit Comm=n, No. 100165,
slip op. at 11 (January 20, 2006); Material Service Corp. v.
Department of Revenue, 98 Ill. 2d 382, 387 (1983).
     In this case, there are numerous reasons, wholly unrelated to the
question of jurisdiction, supporting the appellate court=s rejection of
the government=s claim that the circuit court erred in refusing to order
Cherry to surrender a portion of his attorney fees. The first is federal
law. The Federal Insolvency Statute (31 U.S.C. '3713), on which the
government=s claim to priority is based, specifically identifies the
party who will be held accountable if a debt is paid before a claim of
the United States in violation of the statute. It is the representative of
the person or estate who paid the money, not the person who received
payment. If the representative Apays any part of a debt of the person
or estate before paying a claim of the Government@ in violation of the
law, as the government contends Printy did here, the representative is
liable for the government=s unpaid claims to the extent of the
improper payment. 31 U.S.C. '3713(b) (2000). In accordance with
this statute, the circuit court entered judgment against Printy for the
sums the government contends were paid out in violation of its
statutory priority. Under the circuit court=s judgment, and consistent
with the federal statute, Printy was held personally liable. The
government thus received precisely the remedy to which it was
entitled under federal law.
     Under a previous version of the Federal Insolvency Statute,
personal liability extended beyond representatives of the person or
estate indebted to the government. It included executors,
administrators, assignees or Aany other person[s]@ who paid a debt
owed by the person or estate before paying debts due the United
States. See King v. United States, 379 U.S. 329, 333, 13 L. Ed. 2d
315, 318, 85 S. Ct. 427, 429-30 (1964). The statute, as presently
enacted, is limited by its terms to the representative of the estate or
person, a status that Cherry did not possess. Cherry is merely the
representative=s attorney. Moreover, even under the prior version of
the law, the imposition of personal liability required that the person
involved have control and possession of the debtor=s assets. King v.
United States, 379 U.S. at 337-38, 13 L. Ed. 2d at 320-21, 85 S. Ct. at
431-32 . Cherry occupied no such position. While assets of the estate
were held in his client trust account for a time, with the approval of

                                  -48-
the court, to insure that Printy was not tempted to dispose of them
improperly, Cherry was never given and never attempted to exercise
independent authority with regard to disposition of any of the assets
of Funk=s estate. That authority was vested exclusively in Printy.
     In addition, the federal courts have long held that a person can be
held personally liable under the statute only if he or she has notice of
the government=s claim and, despite such notice, makes a distribution
of the estate without making provision for that claim. See Want v.
Commissioner of Internal Revenue, 280 F.2d 777, 783 (2d Cir. 1960).
That situation was not present here. Cherry did not disregard or
ignore a debt of the United States. Assuming, arguendo, that his
acceptance of payment from Printy for his attorney fees could
somehow be deemed to constitute a distribution by him of the estate=s
assets, it is clear that he had no knowledge, actual or constructive,
that the distribution might conflict with any claims asserted by the
government. To the contrary, the record plainly shows that when the
government asserted its claim under the Federal Insolvency Statute, it
expected the costs of administration, including attorney fees, to be
paid first. The government so indicated in writing at the outset of the
probate proceedings in 1983. Cherry=s conduct was fully consistent
with the government=s notice, and the government=s subsequent
actions gave no hint that his understanding of its claim was
erroneous. Attorney fees and other administration expenses were
incurred and paid at regular intervals in the years that followed with
no objection by the government. Cherry received his last attorney fee
from Printy in 1989. It was not until 1994, five years later, that the
government first asserted that costs of administration, including
attorney fees, were subordinate to its claims. Under these
circumstances, Cherry could not be charged with acting in derogation
of the government=s position unless he possessed the ability to foretell
the future. The Federal Insolvency Statute may require many things,
but it does not demand that debtors or their representatives be
clairvoyant.
     The government=s claim against Cherry is also incompatible with
fundamental substantive principles governing the Federal Insolvency
Statute. Consistent with the statute=s broad purpose of securing
adequate revenue for the United States Treasury, courts have
interpreted it liberally. United States v. Coppola, 85 F.3d 1015, 1020
(2d Cir. 1996). The law is clear, however, that the Federal Insolvency

                                 -49-
Statute does not create a lien in the government. It merely entitles the
government to priority in the payment of its claim when the
conditions of the statute have been brought about. United States v.
Gotwals, 156 F.2d 692, 694 (10th Cir. 1946).
     As discussed earlier in this disposition, the statutory priority of
the United States extends only to the net proceeds of the estate after
the expenses of administration have been paid. Under the statute as it
has been consistently interpreted and applied for more than 200
years, expenses of administration take precedence over claims by the
federal government. In other words, such expenses are paramount and
prior to any claim which the United States may have against the
proceeds of the estate as creditor of the deceased. They must
therefore be deducted from the funds under the control of the
representative of the estate before the claims of the United States are
paid. See, e.g., United States v. Eggleston, 25 F. Cas. 979, 981 (Cir.
Ct. D. Or. 1877).
     That does not mean the expenses of administration are beyond
challenge. As in every case, such expenses must reasonable and
appropriate. In this case, however, there is no dispute that the
attorney fees paid to Cherry for his work on behalf of the estate were
earned and reasonable in amount. In the face of the documentation
adduced in the circuit court by Cherry, the government has long since
abandoned any argument to the contrary. Under the Federal
Insolvency Statute, Cherry was therefore entitled to all of the attorney
fees he was paid for his work on behalf of the estate, including the
$38,830.73 challenged by the government in this appeal.
     In addition to the general principle that expenses of
administration take precedence over the claims of the federal
government, the Federal Insolvency Statute is also subject to the
equitable principle A >that he who shares in a benefit should contribute
a like share to the expenses incurred in realizing the benefit.= @
Abrams v. United States, 274 F.2d 8, 13 (8th Cir. 1960), quoting In re
Kennedy, 14 Fed. Cas. 309, 309 (W.D. Pa. 1873). In accordance with
this equitable principle, creditors, including the United States
government, must bear the expenses of proceedings taken in their
favor, including payment of an attorney retained by the debtor for
services performed in furtherance of the insolvency remedy. The test
is not by whom the attorney has been employed but for whose benefit


                                 -50-
he has acted. It has therefore been held that where an the attorney=s
work in connection with the proceedings inures to the benefit of the
United States, no construction of the Federal Insolvency Statute is
tenable which would allow the government=s claim to take
precedence over the amounts due the attorney. Abrams v. United
States, 274 F.2d at 13.
     The matter before us falls squarely within this rule. After Cherry
completed the preliminary work on behalf of the estate, work for
which his payment is not challenged, his efforts centered on assisting
Printy in keeping the estate open and the farm operating until
Michael attained his majority and the land could be sold. Although it
was Printy who retained Cherry, the arrangement was patently not for
Printy=s benefit. She clearly had no interest in undertaking, much less
extending, her responsibilities as executor and would unquestionably
have been better off had the government simply foreclosed. As
discussed earlier in this opinion, the work was done as an
accommodation to the United States, it significantly enhanced the
ability of the government to recoup monies it was owed, and it freed
the government from any risk or responsibility in maintaining and
ultimately disposing of the farmland. It was Cherry who made this
possible. Having thus reaped the fruits of Cherry=s labors, the United
States cannot fairly argue that its claims take precedence over his
right to be paid for his services.
     The refusal of the circuit and appellate courts to order Cherry to
surrender a portion of his fees to the federal government was not only
correct under federal law, it was also correct under the law of the
State of Illinois. Under Illinois law, priority for payment of claims
against a decedent=s estate is determined by the classification scheme
set forth in section 18B10 of the Probate Act of 1975 (755 ILCS
5/18B10 (West 2004)). As discussed earlier in this opinion, funeral
and burial expenses and expenses of administration, including
attorney fees, are included in the first class of claims against the
estate. The surviving spouse=s or child=s award is ranked second.
Debts due the United States come third. With one exception not
relevant here, the representative of the estate is required to pay claims
against the estate in order of their classification under this system.
755 ILCS 5/18B13 (West 2004).



                                 -51-
      In accordance with the foregoing provisions, Printy had no
choice but to pay the costs of administration, including Cherry=s
attorney fees, before the debts due the United States under the four
promissory notes executed by her husband prior to his death. That is
precisely what she did. Because her actions conformed to the statute,
the government cannot contend that the attorney fees Printy paid to
Cherry, which it now admits were earned and reasonable, should
have been subordinated to the sums it claims it was still owed. It held
only a third-class claim. Cherry=s attorney fees were a first-class
claim. For the government=s claim to take precedence over Cherry=s
would therefore have required that the hierarchy established by the
Probate Act be reversed. That is a result the courts cannot sanction.
Where a statute is clear and unambiguous, as the relevant provisions
of the Probate Act are, a court must give it effect as written without
reading into it exceptions, limitations, or conditions that the
legislature did not express. Land v. Board of Education of the City of
Chicago, 202 Ill. 2d 414, 426 (2002).
      The government sought to avoid its subordinate position under
the Probate Act by arguing that the security interests it obtained when
it issued the loans to Funk barred Printy from using the proceeds
from the sale of the collateral for any purpose other than repayment
of the debt due the United States. Although the appellate court found
the government=s argument persuasive when, in a divided decision, it
reversed the circuit court=s order of February 10, 2000, and remanded
for another round of proceedings (see In re Estate of Funk, No.
4B00B0178 (2000) (unpublished order under Supreme Court Rule
23)), its analysis is untenable given the facts of this case.
      The government=s argument is premised on a number of Illinois
cases which have held that where property left by a decedent is
subject to a lien, the property does not become an asset of the estate
until the creditor=s lien is discharged. See Furness v. Union National
Bank of Chicago, 147 Ill. 570, 573-74 (1893); King v. Goodwin, 130
Ill. 102, 109-10 (1889); In re Estate of Philp, 114 Ill. App. 3d 107,
111 (1983); In re Estate of Yealick, 69 Ill. App. 3d 353, 355 (1979).
Wholly aside from the fact that none of those decisions involved a
situation subject to the Federal Insolvency Statute, we note that none
directly addressed the situation presented by this case, namely,
whether a creditor=s security interest in property entitles it to jump
ahead of claims for expenses of administration that would otherwise

                                -52-
fall within a higher classification under the Probate Act. The
distinction is critical. A valid security interest unquestionably gives a
creditor preference over unsecured creditors within the same or lower
statutory class under the Probate Act. That does not necessarily mean,
however, that the secured creditor is entitled to trump those whose
claims fall within a higher class. To the contrary, it has been held that
the fact that a claim is secured by a lien upon real or personal
property gives the claimant no superior rights in the matter of
classifying claims. 6 Ill. Jur., Probate, Estates & Trusts '29:20
(2001), citing Lillard v. Noble, 159 Ill. 311, 320 (1896).
      Such a rule works no genuine hardship on secured creditors in
cases such as this, where the competing superior claims consist of the
expenses of administration. Although expenditures for the expenses
of administration mean that secured creditors stand to receive less
than they might otherwise, the administration of the estate benefits
them by preserving the property until it can be disposed of,
facilitating the property=s sale and ensuring that the proceeds are
properly collected and disbursed. Without proper administration of
the estate, creditors= ability to satisfy their claims would, in fact, be
seriously compromised. If a secured creditor does not wish to avail
itself of those benefits, it retains the option of undertaking foreclosure
proceedings on its own. Nothing in the Probate Act forecloses that
remedy. It was available to the United States in this case. Having
elected to forgo that remedy and permit the estate to manage and
dispose of the subject property, the government cannot now contend
that its third-class claim should have eclipsed the first-class claim for
administration expenses of which Cherry=s attorney fees were an
integral part.
      The government=s reliance on cases such as Furness v. Union
National Bank of Chicago, 147 Ill. 570, 573-74 (1893), is misplaced
for another reason as well. As we have just suggested, the
government cites those decisions for the proposition that where
property left by a decedent is subject to a creditor=s lien, the property
does not become an asset of the estate and should therefore not be
used to pay claims against the estate until the lien is discharged.
Assuming the validity of that proposition, it does not aid the
government=s position in this case. The government=s security
interests pertained to four loans. Through Printy=s efforts as executor
of the estate, loans two through four were completely paid off. The

                                  -53-
promissory notes were returned by the government in 1985 marked
Apaid in full.@ The government=s security interest in the subject
collateral was extinguished and its liens were discharged. As a result,
any claim the government might have pertaining to loans two through
four ended. The government therefore has no basis for asserting that
monies paid to Cherry for attorney fees should have been applied to
those loans instead.
     To be sure, the remaining loan, which involved the mortgage on
the farm, was not paid in full. Nevertheless, the record clearly shows
that before proceeds from the sale were paid over to Printy, as
executor, and used to pay expenses of administration, including
Cherry=s final charge for attorney fees, the government expressly
released its security interest in the subject property. The release did
not extinguish any part of the debt. The government retained its right
to claim proceeds from the sale and demand payment in full when the
proceeds proved inadequate to satisfy the balance due on the
promissory note. Without the lien, however, the predicate for treating
the proceeds as anything other than assets of the estate was gone.
Accordingly, while the government=s claim remained superior to
claims of all other creditors, it was subordinate to the expenses of
administration, including attorney fees. The government=s contention
that $38,830.73 of the fees paid to Cherry constituted an improper
application of secured proceeds must therefore fail.
     In its order of July 23, 1998, and its subsequent order of
February 10, 2000, following remand from the appellate court, the
circuit court carefully considered the record and applied the
applicable law to conclude, correctly, that the costs of administration
claimed by Printy, including the attorney fees paid to Cherry, were
proper and should be approved. Although the court subsequently
changed its position and deemed the fees to be disallowed, that
characterization was wholly unrelated to the validity of the fees
themselves. As we have noted at various points in this opinion, the
government concedes that the fees were earned and were reasonable.
     The sole basis for the circuit court=s decision to disallow the fees
was the belief that the government had first claim to the funds used to
pay the fees and that without those funds, the estate lacked sufficient
resources to pay the fees. For the reasons just discussed, that belief



                                 -54-
was erroneous. The claims of the United States did not take priority
over Cherry=s rights to be paid for his services on behalf of the estate.
      We feel constrained to point out, moreover, that the circuit
court=s decision presupposes that a claim against the estate cannot be
allowed unless a showing is first made that the estate has the
resources to pay it. The government has not cited and we have not
found any provision of the Probate Act or any case law to support
that view. Whether a claim should be allowed turns on its validity,
not on whether there is money to satisfy it. Whether resources exist to
pay the claim is a separate inquiry to be made by the executor, in the
first instance, subject to challenge by interested persons, based on the
priorities established under the Probate Act. See 755 ILCS 5/18B11,
18B13 (West 2004).
      These principles were recognized by the executor and by the
circuit judge who presided over this case in its early stages. That is
why, in the fall of 1984, the court considered and allowed a total of
$102,857.59 in seventh-class claims notwithstanding the fact that the
insolvency of the estate was already apparent and it was why Printy
did not pay those claims even though they had been allowed. That
Printy and the circuit court acted properly with respect to those
claims has never been questioned. Why the circuit court took a
different view with respect to Cherry=s attorney fees is unknown. In
any case, those fees were properly allowed by the circuit court in the
first instance and should not have been subsequently disallowed.
      By the time the circuit court changed its position and declared
Cherry=s fees to be disallowed, Cherry had withdrawn from the case
based on his election as State=s Attorney of Scott County and Printy
was left without legal representation or the resources to retain any. As
a result, no objection to the court=s determination was filed. Based on
the absence of a timely objection, the government asserts that the
circuit court=s determination that fees were disallowed is no longer
subject to challenge. We note, however, that what is before us on
review is the appellate court=s judgment affirming that aspect of the
circuit court=s judgment which refused to order Cherry to surrender
any of his attorney fees. As set forth at the outset of our analysis in
this case, we are not bound the reasons given by the lower courts for
their judgments and may affirm on any grounds which are called for
by the record. See Rodriguez v. Sheriff=s Merit Comm=n, slip op. at


                                 -55-
11; Material Service Corp. v. Department of Revenue, 98 Ill. 2d 382,
387 (1983).
      The same $38,830.73 in attorney fees which the government
sought to recover from Cherry is a component of the $90,092.66
judgment the government ultimately succeeded in obtaining against
Printy based on expenditures she made in her capacity as executor of
Funk=s estate. In view of our conclusion that the expenses of
administration were properly given priority over the debts of the
United States under the facts of this case, allowing the judgment
against Printy to stand would therefore place that judgment in an
irreconcilable conflict with the judgment in favor of Cherry. If Printy
acted properly in paying the fees to Cherry, as we have held she did,
she cannot be held personally liable to the United States for making
that payment.
      Because Printy did not challenge the portion of the judgment
imposing liability on her, we would normally deem her rights on
appeal to be waived. The rule of waiver, however, is an admonition to
the parties, not a limitation on the jurisdiction of this court. See
People v. Normand, 215 Ill. 2d 539, 544 (2005). We may look
beyond considerations of waiver in order to maintain a sound and
uniform body of precedent or where the interests of justice so require.
Carpetland U.S.A., Inc. v. Illinois Department of Employment
Security, 201 Ill. 2d 351, 397 (2002). This is such a case.
      In addition to the need to avoid an inconsistent and legally infirm
result, other factors militate in favor of scrutinizing that aspect of the
judgment involving Printy. The earlier rulings of the circuit court
approving her accounting, closing the estate and discharging her as
executor were entered following evidentiary hearings based on
pleadings submitted in accordance with the Probate Act, and tested
by the adversarial process. By contrast, the judgment ultimately
levied against her was premised on an accounting that was submitted
by an entity not authorized by the Probate Act to act for the estate,
not verified as the Probate Act requires, and prepared by an attorney
who had no personal knowledge of any of the salient events and who
had not entered the case until years after the estate=s assets were
finally disposed and the disputed claims had been paid. Moreover, by
the time the new accounting was presented, Printy had lost her legal
representation and lacked the means for securing replacement


                                  -56-
counsel, leaving the account to be considered free of meaningful
challenge. In proceeding to consider the judgment against Printy, we
are also mindful of the power conferred on this court by article VI,
section 16 of the Illinois Consitution of 1970 (Ill. Const. 1970, art.
VI, '16). Article VI, section 16, invests our court with general
administrative and supervisory authority over Illinois= judicial
system. Our court=s supervisory authority is unlimited in extent and
hampered by no specific rules or means for its exercise. It is bounded
only by the exigencies which call for its exercise. Pursuant to our
supervisory authority, we have jurisdiction to evaluate judgments of
the lower courts even where the litigants themselves may have raised
no challenge. McDunn v. Williams, 156 Ill. 2d 288, 301-04 (1993).
      When one views the judgment against Printy on the merits, it is
clear that it must be rejected in its entirety. As we have indicated, the
judgment, which amounted to $90.092.66, is based on various
payments made by Printy in her capacity as executor and opposed by
the government, including payments to Cherry for legal services he
performed on behalf of the estate. As with Cherry=s attorney fees, the
government does not dispute the reasonableness of those payments.
Its contention is simply that it had a superior claim to the money used
to make the payments and that Printy should have paid it first.
      The particular sums at issue are detailed earlier in this opinion.
The majority consist of expenses attendant to administering the
estate, including the challenged attorney fees paid to Cherry, the fees
Printy received for her services as executor, taxes, bank fees, and
costs pertaining to sale of the real estate. As with Cherry=s attorney
fees, all of these expenses were a necessary and unavoidable
consequence of keeping the estate open and continuing operation of
the farm, an arrangement which benefitted only the government, not
Printy. Had the government wished to avoid such expenses, it could
have foreclosed on the property and taken over the farm operations
itself. It was unwilling to do so. For the same reasons set forth in
connection with Cherry=s attorney fees, these expenses of
administration had priority over the government=s claims under both
federal and state law.
      The remaining sums consisted of a portion of Printy=s surviving
spouse award and a portion of the surviving child=s award made to
Michael, Printy and Funk=s then minor child. No legitimate claim can


                                 -57-
be made that those payments, which were made in 1983 and 1984,
were in derogation any of the federal governments security interests.
As previously discussed, loans two through four were paid off in full,
and the security interests attendant to those loans were extinguished
and released. Moreover, Printy could not be accused of using
Asecured proceeds@ from the farm to pay those amounts because the
farm had not yet been sold, and when it was sold, the government
released its liens before any proceeds reached Printy.
     Awards to surviving spouses and minor children take priority
over debts of the United States under the Federal Insolvency Statute.
Where, as here, no security interests are involved, there can be no
question that they are also entitled to a higher classification than
debts due the United States under section 18B10 of the Probate Act of
1975 (755 ILCS 5/18B10 (West 2004)). In addition, the particular
awards at issue here were reported by Printy in prior accounts which
were presented to the court, with notice to the United States, and
approved without objection following a hearing. Absent fraud,
accident or mistake the approval of an account makes it binding on
all persons who had notice. See In re Estate of Winston, 99 Ill. App.
3d 278, 286 (1981). No fraud, accident or mistake was claimed in this
case. The approval of those sums was therefore binding on the
government, which should not have been permitted to challenge the
approval for the first time more than a decade after the fact. See 755
ILCS 5/24B2 (West 2004); In re Estate of Aschauer, 188 Ill. App. 3d
63, 68 (1989).
     For the foregoing reasons, the circuit court=s judgment against
Printy and in favor of the United States for $90,092.66 is reversed.
That portion of the appellate court=s judgment which affirmed the
judgment against Printy is likewise reversed. The judgments of the
circuit and appellate courts are affirmed to the extent that they
rejected the claim of the United States that Cherry should be
compelled to surrender $38,830.73 of the attorney fees he was paid
for his legal services in assisting Printy to administer the estate. The
estate is hereby closed. Printy is discharged as executor.

                                     Appellate court affirmed in part
                                                and reversed in part;
                                       circuit court affirmed in part

                                 -58-
                                                  and reversed in part.

      JUSTICE GARMAN took no part in the consideration or
decision of this case.
      JUSTICE FREEMAN, concurring in part and dissenting in part:
      I agree with my colleagues in the majority that the circuit court
did not err in denying the United State=s request to hold the attorney
personally liable for the $38,830.73. The court today holds that such
a ruling was correct because the United States did not have first claim
to the funds used to pay the fees. Slip op. at 51. I concur in that
holding.
      In my view, the holding I describe above is the only one that can
be made in this case because the sole issue before this court is limited
to whether it was error to deny the United States= request to hold the
attorney personally liable. Since the entry of the judgment in the
circuit court, no party but the United States has questioned the
propriety of the circuit court=s final order. 12 Thus, while I agree with
my colleagues that today=s rationale is in Airreconcilable conflict@
with the remainder of the circuit court=s order as it pertains to other
aspects of this estate (slip op. at 52), I believe that they act well
beyond the scope of this appeal when they insist upon reaching
portions of the judgment which are not before us, in particular the
judgment entered against the executrix. As the court acknowledges,
the executrix did not appear in the proceedings leading up to the entry
of the judgment or challenge the judgment on appeal. The court
justifies its actions by pointing out that it can look beyond
considerations of waiver in order to maintain a sound and uniform
body of precedent or whether the interests of justice so desire. Slip
op. at 53. The court also says that it must act in this manner because
of several improprieties that occurred during the probate proceedings
below, as if to suggest that such irregularities render the heretofore
unchallenged aspects of the circuit court=s judgment subject to
plenary review in this court. Slip op. at 53. Finally, the court invokes
its supervisory authority, a power described as being Abounded only

   1
     It is unclear from the court=s opinion under which supreme court rule
this appeal was taken.


                                  -59-
by the exigencies which call for its exercise@ (slip op. at 53) as further
justification for its action. The court therefore appears to employ
three different rationales as support for its decision to address the
unchallenged aspects of the circuit court=s order, none of which I find
particularly persuasive after carefully considering the record in this
case.
      I believe a remand would better solve the problem caused by the
Airreconcilable conflict@ between our holding and the circuit court=s
final order. Today=s opinion would serve to provide the circuit court
and the parties with the correct legal analysis that is to be used when
considering the final account of this estate. Moreover, the procedural
irregularities evinced by the record and pointed out by the court sua
sponte in its opinion lead me to believe that it is unwise for this court
to attempt to take matters into its own hands, however laudable its
intentions are for a final resolution of this lengthy and protracted
litigation. While the situation in this case is highly unusual, I do not
believe it warrants the extraordinary use of our supervisory authority
to reach those aspects of the court=s order which deal with the
executrix. Slip op. at 53. The more prudent and judicious course of
action is to remand the matter to the circuit court with specific
instructions to reconsider its entire final account of the estate and
judgment in light of this opinion, particularly in light of the conflicts
between accounts. I therefore would order the circuit court to (i)
reopen the estate, (ii) appoint the public administrator to protect the
interests of the estate and the widow/executrix, (iii) order the public
administrator to review the final account prepared in this case in light
of today=s opinion, and (iv) enter a final order, consistent with today=s
opinion and closing the estate, upon receipt of the public
administrator=s review within 90 days of the issuance of this court=s
mandate.




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