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shares and the arbitrator’s award of interest at 10-percent per
annum on $15,030,000 commencing January 31, 1991. Indeck further
cites Mr. Polsky’s attorneys’ representations to the Lake County
Circuit Court--which occurred after the parties reached agreement
on the final language of the Settlement Agreement--to the effect
that the settlement included the arbitrator’s award of interest
at 10 percent from January 31, 1991, on $15,030,000. Indeck
contends that in the Settlement Agreement, the parties in
substance agreed that Mr. Polsky should receive the arbitrator’s
$15,030,000 valuation for the shares, that he should have
received this amount on January 31, 1991, and that consequently
he should receive the arbitrator’s award of 10-percent interest
from that date as compensation for the delay in payment.9
Indeck’s contentions regarding the substance of the parties’
agreement cannot be reconciled with the Settlement Agreement.
Contrary to Indeck’s contentions, the written terms of the
Settlement Agreement allocate the entire $19,886,922 payment to
the “purchase price” of the shares. As a party to the Settlement
Agreement, Indeck may not offer an interpretation of the written
9 As Indeck puts it on brief, under the settlement Mr.
Polsky “was being paid for his stock, $501,000 per share [i.e.,
$15,030,000], plus interest from the date it was agreed * * *
that such payment for his stock should have been made to him
[i.e., Jan. 31, 1991].” Thus, Indeck argues, the portion of the
settlement payment exceeding $15,030,000 was paid to Mr. Polsky
“as compensation for Indeck[’s] * * * use of the money due Polsky
from January 31, 1991 through May 9, 1994 [i.e., the closing date
of the Settlement Agreement]” and is therefore interest.
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