Preparatory or Preliminary Acts Alone Are Insufficient to Invoke Transactional Venue

In Williams v. Illinois State Scholarship Comm'n, 139 Ill. 2d 24, 52-53, 150 Ill. Dec. 578, 563 N.E.2d 465 (1990), the supreme court was faced with a challenge to the Illinois State Scholarship Commission's (ISSC) practice of filing student loan default actions only in Cook County, irrespective of the county in which the borrower resided or the county in which the loan agreement was signed. ISSC argued that under transactional venue Cook County was a proper venue because preparatory work and approval of the loan documents were performed in ISSC's Cook County office. According to ISSC, these acts were critical to each loan because in their absence the loans would never have been made. Hence, ISSC asserted that, in the context of transactional venue, the preparatory work and approvals were sufficient parts of the loan transaction out of which the default actions arose. The Williams court disagreed with ISSC. The court found that no direct adversarial dealing between the borrowers and ISSC occurred in Cook County and that ISSC's preparatory acts did not alter the legal relationship of the parties. The court stated: "It was the signatures on the approved loan agreements which actually altered the positions of the parties--plaintiffs would have no obligations to pay back the loans, and ISSC would not be obligated to guarantee the loans if each class member had not signed the agreements. Thus, not even the mere act of approving the loan alters the positions of the parties involved, or obligates either party in any way." Williams, 139 Ill. 2d at 69-70. Thus, the Williams court held that preparatory or preliminary acts, without more, are insufficient to invoke transactional venue. Williams, 139 Ill. 2d at 69-70.