CourtListener opinion 10489419

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2020 IL App (2d) 200068-U
 No. 2-20-0068
 Order filed December 29, 2020

 NOTICE: This order was filed under Supreme Court Rule 23 and may not be cited as
 precedent by any party except in the limited circumstances allowed under Rule 23(e)(1).
______________________________________________________________________________
 IN THE

 APPELLATE COURT OF ILLINOIS

 SECOND DISTRICT
____________________________________________________________________________

In re Marriage of JENNIFER JOHNSON ) Appeal from the Circuit Court
MORRISON, ) of Du Page County.
 )
 Petitioner-Appellee, )
 )
and ) No. 12-D-2312
 )
JAMES P. MORRISON, ) Honorable
 ) Linda Davenport,
 Respondent-Appellant. ) Judge, Presiding.
_____________________________________________________________________________
 JUSTICE HUDSON delivered the judgment of the court.
 Justices McLaren and Brennan concurred in the judgment.

 ORDER
¶1 Held: Trial court did not err in finding respondent in indirect civil contempt for failing to
 make reasonable attempts to comply with marital settlement agreement; finding of
 indirect civil contempt was proper on the issue of whether or not respondent had
 produced all documents required by marital settlement agreement; but finding of
 indirect civil contempt for failing to produce documents pertaining to certain stock
 was error where order contained no purge provision pertaining to said documents.

¶2 I. INTRODUCTION

¶3 Respondent, James P. Morrison, appeals an order of the circuit court of Du Page County

finding him in indirect civil contempt stemming from his alleged noncompliance with a marital-

settlement agreement (MSA). The order required respondent to transfer shares of stock of Best In
 2020 IL App (2d) 200068-U

Class Care, Inc., (BICC), to petitioner, Jennifer Johnson Morrison, or, alternatively to pay her

$175,000. It also required respondent to turn over certain documents to petitioner. For the reasons

that follow, we affirm in part, reverse in part, and remand.

¶4 II. BACKGROUND

¶5 The parties were married in June 1996, and divorce proceedings were commenced by

petitioner in November 2012. One child was born of the marriage in 2003. The parties exercise

joint custody over the minor. A dissolution judgment was entered on May 5, 2016. The judgment

incorporated the parties' MSA.

¶6 Pertinent here, the judgment provided:

 "8. Business Interest—POLARIS SOLUTIONS, LLC

 a) The parties acknowledge that during the course of their marriage, JAMES

 established POLARIS SOLUTIONS, LLC, an Illinois Limited Liability Company

 (‘Polaris'), and acquired a fifty percent (50%) ownership interest in Polaris. JAMES

 shall retain his fifty percent (50%) interest in Polaris free of any claim of

 JENNIFER.

 b) JENNIFER assigns and transfers all right, title and interest in and to Polaris to

 JAMES.

 c) JAMES shall identify and hold harmless JENNIFER from any liability related to

 Polaris.

 9. Best In Class Care, Inc. Stock

 a) Polaris presently owns 157,184.875 shares of stock (hereinafter referred to as

 ‘stock rights') in Best In Class Care, Inc., a Delaware Corporation (‘BICC'). Per

 JAMES' 50% interest in Polaris, he has ownership of 50% of the Polaris holdings

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 in BICC. Due to restrictions on the BICC stock rights and the nature of the

 agreement between Polaris and BICC, there are only limited periods where BICC

 stock may be liquidated. JAMES' interest in Polaris' stock rights (78,574.4375

 shares) shall be divided in kind, subject to the restrictions, on a 50/50 basis when

 they become exercisable, subject to the following paragraphs:

 i) If possible, JAMES shall transfer to JENNIFER her share of the stock rights

 within thirty (30) days from entry of this Agreement. If the stock rights are not

 transferable, then JENNIFER shall have the right to require JAMES to exercise the

 stock rights in a quantity and amount up to the portion to which she is entitled as

 set forth herein if, as, and when a stock right becomes exercisable. Upon written

 request by JENNIFER or upon the occurrence of an event which requires the sale

 of the rights, JAMES shall exercise JENNIFER's stock rights in a quantity and

 amount as directed by her or the corporation, provided JAMES is not restricted

 from exercising a stock right at that particular time period. In the event that JAMES

 is restricted from exercising a stock right at the time of the request, JAMES shall

 exercise the stock right immediately upon the restriction being removed.

 ii) If the stock is not transferred to JENNIFER then the net proceeds of the exercise

 and sale of JENNIFER's stock rights shall be immediately turned over to

 JENNIFER upon JAMES's receipt. For purposes of this subparagraph, ‘net

 proceeds' shall be defined as the difference between the sales price and basis, less

 costs/commissions of sale and JAMES's appropriately calculated income taxes, if

 any."

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Pursuant to the MSA, respondent was to pay petitioner $3,000 per month for child support. The

MSA further established how additional child support should be calculated should respondent earn

in excess of $270,000.

¶7 On October 31, 2016, petitioner filed a motion to compel respondent to transfer to her or

sell the shares of BICC stock that were due her in accordance with the MSA. The motion alleged

that on July 8, 2016, respondent sent petitioner an email stating that he was unable to transfer the

BICC shares prior to a public offering. It further alleged that the email did not address whether

respondent could sell the stock or set forth what efforts he made to comply with the MSA. On

September 15, 2016, petitioner requested that respondent explain what efforts he had made to

transfer the stock; respondent did not reply. Moreover, petitioner alleged, respondent had provided

her with no records or documents concerning the stock since entry of the judgment of dissolution

of marriage.

¶8 Replying to the motion, respondent stated that the stock could not currently be transferred

and that this fact was known to petitioner and her attorney at the time the parties entered into the

MSA. It further alleged that respondent is a "non-controlling" member of Polaris and that Polaris

owns restricted stock in BICC. The BICC shareholder agreement restricts the ability to transfer

stock prior to a public offering. A stockholder could request to transfer the stock; however, other

shareholders would have a right of first refusal to acquire the shares on the terms they were being

transferred. Because a transfer from respondent to petitioner would involve no consideration, other

shareholders could exercise their right of first refusal and essentially acquire the shares for free.

Respondent further alleged that respondent and her counsel have been in possession of the BICC

shareholder agreement since before the entry of the judgment of dissolution. The response also

alleges that the Polaris operating agreement provides that all members must consent to the transfer

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of Polaris's assets to a third party. Polaris is owned by respondent and Christopher Kadel. Thus,

even if the stock were transferable in accordance with the BICC shareholder agreement, it would

still be necessary for Kadel to consent to the transfer. The response alleges that "for many clearly

legitimate reasons, Mr. Kadel will not agree to the transfer or sale of Polaris'[s] Best In Class

stock." Kadel authored a letter stating that it would be unduly complicated to equitably share any

potential gains and tax liabilities. Further, a transfer would weaken Polaris's balance sheet, which

needed to be improved, and impair the company's ability to acquire future debt.

¶9 On December 3, 2018, the trial court ordered respondent to provide petitioner with updated

documents. Respondent complied on January 3, 2019. On January 7, 2019, petitioner filed a three-

count petition for a rule to show cause. The first count was based on respondent's alleged failure

to provide documents related to BICC within three days in accordance with the judgment for

dissolution. The second alleged that respondent had failed to transfer shares of BICC to petitioner

despite having contemplated transferring such stock to a new company. Additionally, petitioner

alleged that her attorney had communicated with BICC's president, who stated that it was possible

to transfer BICC stock to petitioner. The final count asserted that respondent failed to provide

petitioner with documentation concerning income he received for selling four percent of his

membership interest in Polaris.

¶ 10 Respondent's response to the petition alleged that he and Kadel contemplated creating an

affiliated entity to hold BICC stock, while the sale of four percent of respondent's membership

interest in Polaris was taking place in order to segregate the BICC stock from the transfer. In fact,

according to respondent, this transfer never actually took place. Further, respondent asserted that

he could not transfer shares to petitioner as she was not a "related party," by which he meant a

current shareholder of BICC stock. He also denied that he was required to pay additional child

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support based on the sale of a portion of his membership interest in Polaris, as that was a capital

asset he had been awarded by the dissolution judgment and his conversion of it to cash did not

constitute income.

¶ 11 Respondent pointed out that the Polaris operating agreement defines him and Kadel as

managers. Unanimous consent is required for any expenditure exceeding $20,000, and no member

of Polaris has a right to demand "any distribution in a form other than cash." The BICC shareholder

agreement limits how shares may be transferred. Section 3.3 of the shareholder agreement allows

the transfer of shares to a "permitted transferee." Section 3.5 restricts public transfers. Section 4

establishes the right of first refusal, and section 4.10 renders noncomplying transfers void ab initio.

¶ 12 Respondent also points to the "Membership Interest Purchase Agreement" entered into by

him and Kadel on September 30, 2017. In it, they agreed to transfer a four percent membership

interest from respondent to Kadel for $166,000. They amended the operating agreement so that

respondent's entitlements to salary, bonus, and benefits remained the same as Kadel's interest.

Also, section 4.4 of the agreement states:

 "The Company, through its services, has acquired 171,298.75 shares of stock in Best in

 Class Care, Inc, a Delaware corporation, and a warrant to purchase a membership interest

 in Alpine Energy Systems, LLC, an Illinois limited liability company. Effective as of the

 Closing Date of this Agreement, the Best in Class Care, Inc stock and the Alpine Energy

 Systems, LLC warrant will be transferred to a new Illinois company structured with

 Purchaser and Seller each owning 50% of the new LLC."

¶ 13 A trial was held on petitioner's petition for rule to show cause and motion to compel the

transfer of BICC stock beginning on February 27, 2019. The trial court bifurcated the testimony,

first addressing the rule to show cause for failing to transfer the BICC stock, next addressing

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petitioner's motion to compel transfer of the stock, then addressing respondent's alleged failure to

tender documents pertaining to BICC in a timely manner, and finally addressing his failure to

disclose the money he received from selling four percent of Polaris to Kadel.

¶ 14 Respondent was first called by petitioner. Respondent acknowledged that he never made a

request in writing to transfer any BICC stock. Respondent identified the "Membership Interest

Purchase Agreement," which he signed on September 30, 2017. Respondent testified that he

"believe[d]" that he provided this document to petitioner "a few months ago" and agreed that the

document was stamped January 3, 2019. Respondent received $166,000 for selling a portion of his

share of Polaris to Kadel. Respondent did not pay child support on this money because he felt this

was the sale of a capital asset rather than income. Respondent acknowledged that at about the same

time as this sale was executed, his salary had been reduced substantially. However, his income and

Kadel's were "exactly the same."

¶ 15 Respondent read section 4.4 of the Membership Interest Purchase Agreement, which

concerned transferring BICC stock to a new company. Respondent agreed that he and Kadel had

decided that they could transfer BICC stock out of Polaris. Prior to January 3, 2019, respondent

never provided petitioner with a copy of the agreement.

¶ 16 Based on this testimony, the trial court found that a rule should issue based on respondent's

failure to use his best efforts to effectuate a transfer of stock to petitioner. Accordingly, the burden

shifted to respondent to show why he should not be held in indirect civil contempt.

¶ 17 Respondent then testified in his own behalf. He acknowledged that the MSA required him

to transfer to petitioner her share of the BICC stock. On the date of the judgment of dissolution of

marriage, the BICC stock was actually owned by Polaris. Polaris was owned by respondent and

Kadel. Respondent owns no BICC shares personally. Respondent does not have the ability to

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transfer shares he does not own. To be able to transfer shares from Polaris, a majority vote of

owners was required. This effectively meant he could not transfer the BICC stock without Kadel's

permission.

¶ 18 Moreover, the agreement between Polaris and BICC limited periods in which Polaris could

liquidate stock. BICC stock could only be transferred among affiliated members, and petitioner

was not an affiliated member but Kadel was. This document was tendered to petitioner during the

course of the earlier litigation. The document remained in effect at the time of the trial. Respondent

also noted that the document provides a right of first refusal for the company and other

shareholders in the event a shareholder attempted to transfer stock.

¶ 19 In May 2016, respondent approached Kadel about transferring BICC stock to petitioner.

On July 8, 2016, respondent testified, he informed petitioner via email that he lacked the ability to

transfer the BICC stock. Respondent estimated he made four requests of Kadel to be able to

transfer the BICC stock; however, none of them were in writing.

¶ 20 Though they contemplated transferring the BICC stock to a new company, they never

actually did so. He explained that since both he and Kadel were affiliates, they could have

transferred the stock to another company equally owned by both of them. The purpose of the

transfer was to allow respondent to maintain a 50% interest in the BICC stock when he transferred

a portion of his interest in Polaris to Kadel. Outside of warrants to purchase stock in another

company, BICC is the only company in which Polaris owns an interest.

¶ 21 On cross-examination, by petitioner's counsel, respondent testified that as affiliates, he and

Kadel could transfer shares between themselves. Respondent stated he was not familiar with a

provision in BICC's "Equity Incentive Plan" that allowed for the transfer of shares in connection

with a domestic relations order (DRO). Respondent objected to admission of the Equity Incentive

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Plan, citing relevance, because it did not pertain to BICC stock and concerned an employee stock

incentive plan.

¶ 22 Respondent agreed that the email he sent petitioner on July 8, 2016, informing petitioner

that he could not transfer the BICC stock to her includes a reference to a conversation he had with

the attorneys that represented him at the time of the entry of the MSA. However, he denied that at

the time he signed the MSA, he had no intention of transferring the stock. When asked what he

did to attempt to effectuate a transfer, respondent stated that he reviewed the relevant documents

and spoke with Kadel. Respondent added, "Those two items seemed clear and straightforward that

it was—it was not possible."

¶ 23 Polaris acquired the BICC stock as compensation for performing IT services for BICC.

Respondent identified the agreement between Polaris and BICC establishing that relationship.

Under the agreement, Polaris is defined as a "key holder" of BICC stock. Polaris did not pay BICC

anything when it received the shares.

¶ 24 On redirect-examination, respondent stated that he had communicated to petitioner that the

BICC stock was not transferrable to her, he never told her that it could not be transferred to anyone

under any circumstances. Documents regarding BICC stock were tendered to petitioner prior to

the entry of the dissolution judgment. During examination by the trial court, respondent testified

that he never made a request in writing to Polaris regarding taking the steps necessary to transfer

the BICC stock to petitioner. He stated that he did so orally, and Kadel did reply in writing stating

his opposition to doing so. Respondent added that without Kadel's consent, respondent did not

have the legal right to make a request in writing on behalf of Polaris to BICC. If Kadel had agreed

to the transfer of BICC stock to petitioner, the next step would have been to approach BICC and

comply with the procedures in BICC's operating agreement.

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¶ 25 Respondent next called Christopher Kadel. Kadel testified that he is the CEO of Polaris,

and respondent is his partner. Polaris owns stock in BICC. There are restrictions in how this stock

may be transferred to non-affiliated persons. Kadel and respondent do not own any BICC stock

individually. Respondent could request a distribution of shares of BICC stock owned by Polaris.

However, Kadel would be required to take a pro rata distribution if respondent's request were

granted. In November 2016, Kadel sent a letter to respondent expressing his disapproval of

transferring BICC shares from Polaris to a third party. He stated that this was in response to an

inquiry sent by respondent via email. He had previously expressed his disapproval informally.

Kadel disapproved because of the harm such a transfer would cause to Polaris, its employees, and

Kadel personally. Polaris has 31 employees. Since November 2016, respondent has approached

Kadel repeatedly about transferring shares of BICC stock. These were typically oral conversations.

¶ 26 Kadel agreed that he purchased a four-percent interest in Polaris from respondent. Polaris

has never transferred any BICC stock to any other entity. Polaris continues to own all of the BICC

stock it had previously owned.

¶ 27 On cross-examination, Kadel stated that he did not have with him a copy of the email that

he referred to in his testimony on direct examination. Kadel acknowledged that despite his

concerns about the harm it might do to the company, employees, and him, he agreed to transfer

BICC stock to a new company in connection with the sale of the four-percent interest of Polaris.

However, he explained that it had not yet been determined whether the new company would be a

subsidiary of Polaris. Kadel denied knowing what the cost would have been for the services Polaris

performed for BICC. Kadel agreed that the BICC shareholder agreement included "family

member" in the definition of "affiliate" and "former spouse" in the definition of "family member."

Further, based on legal advice, Kadel and respondent abandoned their plan to transfer shares of

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BICC to a new company. After consulting "legal and accounting and tax," Kadel concluded that

there was no way to easily transfer the shares. He never formally approached BICC about the

transfer as "it didn't make business sense to do it."

¶ 28 On redirect-examination, Kadel testified that the membership purchase agreement between

him and respondent did not allow for the transfer of BICC stock directly to either of them. It

allowed for transfer to a new entity; however, ultimately, that entity was never created.

¶ 29 On recross-examination, Kadel stated that he had informal conversations with Jeff

Bohnson (BICC's CEO), regarding transferring the shares in 2017 or 2018. He believed that his

conversations with Bohnson occurred prior to the time Bohnson sent an email to petitioner's

attorney stating he did not believe transferring shares to petitioner would be a problem. Even if it

were possible to transfer the BICC shares to petitioner in accordance with BICC's policies and

rules, Kadel would not consent to the transfer due to the effect it would have on Polaris. Kadel

answered "I don't know" when asked whether he would continue to "buy out [respondent's]

interest in Polaris." When asked whether this would extinguish respondent's interest in the BICC

stock, Kadel stated that respondent had no interest in the BICC stock, but it would extinguish

respondent's interest in Polaris.

¶ 30 Respondent next called Bohnson. Bohnson testified that respondent owned no shares of

BICC. When asked, "Is it possible for a person who doesn't own any shares in BICC to transfer

shares in BICC," he replied, "I wouldn't know how that would happen, but I doubt it." Polaris

owns shares of BICC, and respondent has an ownership interest in Polaris. It was Bohnson's

understanding that no share of BICC could be offered to someone besides an initial shareholder

without first offering those shares to existing shareholders.

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¶ 31 On cross-examination, Bohnson identified an email he sent to petitioner's attorney in

January 2019, about a month before the trial. In it, he states that he did not believe that transferring

BICC stock to petitioner would be "much of a problem." However, the email also states that

Bohnson needed to consult with his attorney about the transfer. Bohnson stated that the stock was,

in fact, not transferable without amending BICC's operating agreement. He added that he "spoke

too soon" in his email. The only holders of common stock are Bohnson and Polaris. Polaris does

not "have a vote on anything with their shares of stock."

¶ 32 Bohnson estimated the services Polaris performed for BICC were worth $700,000.

However, Polaris received the shares of BICC stock it now owns instead of a cash payment. The

shares Polaris owns today are the shares it received for completing this contract (Polaris

subsequently had a second contract with BICC for which it was paid cash). Bohnson did not recall

ever getting anything in writing or otherwise from respondent, Polaris, or Kadel concerning

transferring shares of BICC stock.

¶ 33 Respondent then attempted to call petitioner's attorney. The trial court denied the request.

It explained that there had been an agreed motion to exclude witnesses and respondent never

sought to have petitioner's attorney excluded as a witness. Respondent had no further witness

pertaining to the issue concerning the transfer of stock.

¶ 34 Petitioner then called respondent. Respondent acknowledged signing the MSA on May 5,

2016. On that day, respondent stated he would attempt to transfer shares of BICC stock to

petitioner. Respondent acknowledged that he had been doing work for another client, Alpine

Energy, prior to the entry of the dissolution judgment. He stated that he would not have entered

into the MSA if he had not believed he could transfer the BICC stock. Pursuant to the MSA, he

had 30 days to transfer the stock, if a transfer was possible. After the dissolution judgment was

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entered, he reviewed the stockholder's agreement to see if the transfer could be effectuated. He

agreed that a transfer to an affiliate was not subject to the right-of-first refusal provision. However,

he added that petitioner was not an affiliate.

¶ 35 After the sale of the four-percent interest in Polaris to Kadel, Polaris's operating agreement

was amended to require a supermajority of two-thirds of all percentage interests for certain

decisions, while there were decisions that Kadel could make unilaterally. Respondent

acknowledged that he and Kadel could agree to anything they wished to as it related to Polaris.

Petitioner's counsel asked, "What is to keep you and Mr. Kadel from entering into an agreement

not to pay out that money" represented by the BICC stock owned by Polaris. Respondent replied

that his interpretation of the MSA would require him to make a payment to petitioner if the BICC

stock could be transferred or if it could be sold. He added that if it could be sold, under the MSA,

it must be sold.

¶ 36 Respondent acknowledged that, in accordance with the MSA, he was required to provide

petitioner with all documents pertaining to BICC within 3 days. However, he did not tender the

amendment to Polaris operating agreement until January 2019 despite it being generated in

September 2017 or the amendment to the purchase agreement between him and Kadel, which was

generated in November 2017. Respondent acknowledged that this was true of several other

documents.

¶ 37 On cross-examination by his own counsel, respondent testified that the amended

stockholders agreement was tendered prior to the entry of the dissolution judgment. Polaris never

transferred any shares of BICC to anyone, and no new company was ever formed to hold BICC

shares. Alpine Energy was not a client of Polaris at the time of the dissolution judgment; it was

"spun off" a client, Nordic Energy. Nordic compensated them by a fee arrangement.

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¶ 38 Respondent testified that he first approached Kadel about transferring the BICC stock to

petitioner shortly after the entry of the dissolution judgment. He made this request orally, as he

and Kadel spoke several times per day. He asked Kadel again before he sent the email on July 8,

2016, informing petitioner that he could not transfer the stock.

¶ 39 He never informed petitioner about any capital calls being made on the BICC stock because

none, in fact, were ever made. Respondent testified that he does not have the ability to sell the

BICC stock. Respondent admitted that he never attempted to sell his interest in the BICC stock

(which he holds by virtue of his interest in Polaris) to Kadel. Respondent added that the MSA

states that the stock must be transferred if it can be transferred and "if it can't, then this is what

happens." He regarded the MSA as clear on this point.

¶ 40 Before proceeding further, the trial court found that the rule should issue regarding the first

count of the petition for a rule to show cause—that respondent failed to provide documents related

to BICC within three days in accordance with the judgment for dissolution.

¶ 41 Respondent then testified regarding the first count. He acknowledged that the dissolution

judgment required that he tender documents pertaining to BICC stock to petitioner. He identified

an email he sent on November 28, 2016, with a link to where petitioner could download certain

such documents. He sent it within three days of receiving the documents. These documents were

a profit-and-loss statement, balance sheet, and cash-flow statement for BICC. He also tendered

documents to petitioner on February 9, 2017, April 19, 2018, and September 30, 2018. Respondent

testified that he was aware of no other documents that he should have tendered to petitioner.

¶ 42 On cross-examination, respondent agreed that an order had been entered on December 3,

2018, requiring him to produce a list of documents by December 31, 2018. He produced them on

January 3, 2019. One document was a letter dated July 26, 2016, authored by Kadel, stating he

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was resigning from BICC (Kadel had been a board member). Another, also dated July 26, 2016,

was a partial termination letter between Polaris and BICC. Respondent noted that trying to get all

the documents together was "overwhelming." In fact, all of the documents tendered on January 3,

2019 were from 2016 and concerned BICC.

¶ 43 Finally, the trial court heard evidence on the third count of the petition for a rule to show

cause. Respondent again took the stand. He acknowledged that in September 2017, he sold a

percentage of his ownership interest in Polaris to Kadel. Under the terms of the dissolution

judgment, he was required to pay petitioner a percentage of his income. The dissolution judgment

states that additional child support would be based on wages, bonuses, commissions, Code D

distributions from Form K-1, Box 16, and other distributions respondent received by virtue of his

ownership interest in an S-Corporation or other similar monies from different corporate entities.

Respondent admitted that he did not tender the document concerning this sale to petitioner until

January 3, 2019. He received $166,000 for this sale, and he did not pay child support on this sum.

Based on this testimony, the trial court found that the rule should issue and that the burden shifted

to respondent to show that his behavior was not contumacious.

¶ 44 On examination by his counsel, respondent testified that the $166,000 he received from the

sale was neither wages, a bonus, a distribution a commission, nor did it have anything to do with

Form K-1. Rather, this was the sale of a capital asset. The dissolution judgment does not require

him to pay child support based on such a sale.

¶ 45 On examination by the trial court, respondent explained that a Code D distribution from

Form K-1, Box 16 distribution was a distribution from a limited liability company. Polaris is such

a company.

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¶ 46 On examination by petitioner's counsel, respondent was asked whether he received this

money by virtue of his ownership interest in an S-Corporation. Respondent replied that it was the

result of his selling such an interest. Respondent later explained this money did not represent a

distribution he received from Polaris.

¶ 47 The trial court issued a written ruling. It found that at the time of the entry of the dissolution

judgment, both parties agreed that BICC stock was to be divided within 30 days. It found

respondent's "testimony regarding the transfer of stock not credible." It noted that respondent

made "no efforts which were in compliance with the exhibits entered into evidence." Moreover,

"He knowingly reduced his interest in Polaris to give his partner a majority shareholder position

to further reduce the possibility of any compliance with the transfer." The trial court then turned

to the three counts of the petition for rule to show cause.

¶ 48 Regarding the first, the failure to tender documents in a timely fashion, the trial court first

observed that respondent admitted that he never tendered certain BICC documents to petitioner.

Many documents generated in 2016 were not tendered until January 2019.

¶ 49 Regarding the second, the failure to transfer the BICC stock, the trial court noted that at

the time of the dissolution judgment, respondent owned 50% of Polaris. Respondent testified that

he reviewed the Polaris stockholders' agreement shorty after entry of the judgment and then

requested permission from Kadel to transfer the stock. The trial court found that this testimony

was undermined by Kadel's testimony that he did not recall respondent making such a request

prior to November 2016. Respondent stated that he made oral requests of Kadel to transfer the

stock, but did not make a written request. Respondent claimed he could not transfer the stock

because Kadel did not agree.

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¶ 50 The trial court noted Kadel's testimony that he did not agree to transfer the stock due to

the effect it would have on Polaris. It observed that in connection with the sale of four percent of

respondent's interest in Polaris to Kadel, the BICC stock was to be transferred to a new company.

The trial court stated, "It appears that Mr. Kadel and [respondent] were willing to transfer the shares

to an unknown company, just not to [petitioner]."

¶ 51 Further, the trial court noted that respondent testified that he believed the stock was not

transferrable in accordance with BICC's operating agreement, but the document does allow transfers

that "are made in compliance with the agreement." Compliance includes a written request to BICC,

which the trial court observed was never made.

¶ 52 The trial court further found the respondent reduced his position in Polaris, thereby

becoming a minority shareholder and allowing Kadel to make some decisions unilaterally.

¶ 53 Bohnson testified that the value of the work performed by Polaris for BICC was

$700,000. He also testified that he never received a written request from respondent to transfer the

stock to petitioner. Finally, the trial court found that Bohnson was impeached in that, though he

claimed the stock was not transferrable on the stand, he stated in an email to petitioner's counsel

that it was.

¶ 54 Regarding the third count, the failure to provide documentation regarding his income, the

trial court found that respondent failed to tender documents concerning his sale of his interest of

Polaris in a timely manner.

¶ 55 The trial court then concluded:

 "The Court finds James Morrison engaged in a course designed to frustrate the clear

 intent of the Marital Settlement Agreement, and that his conduct was and continues to be

 willful, contumacious and without legal justification. He had the ability to transfer the

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 stocks and his willful refusal to accomplish same, as well as his refusal to tender

 documentation to Jennifer which would have shown his lack of efforts and direct efforts to

 avoid his obligations, prolonged this litigation and incurred unnecessary and extraordinary

 attorney's fees and costs.

 The Court finds James Morrison had the ability to transfer the stock and willfully

 failed to do those acts necessary to accomplish the transfer. The Court finds this conduct

 to will [sic] and contemptuous and he is found to be in Indirect Civil Contempt of Court.

 The Order of the Court is attached."

Accordingly, the trial court held respondent in indirect civil contempt for failing to provide

documents relating to BICC per the judgment, transfer the BICC stock, and provide documentation

regarding his sale of four percent of his interest in Polaris to Kadel. It ordered respondent to transfer

the stock or pay petitioner $175,000 and provide documentation regarding the sale of a portion of

his interest in Polaris.

¶ 56 Respondent moved the trial court to reconsider. In denying this motion, the trial court

explained that its primary basis for doing so was respondent's failure to make a reasonable attempt

to transfer the shares as required by the dissolution judgment. This appeal followed.

¶ 57 III. ANALYSIS

¶ 58 On appeal, respondent first argues that he is presently unable to transfer the BICC shares

to petitioner. He next argues that the trial court erred in holding him in indirect civil contempt for

failing to effect that transfer. Finally, he challenges the trial court's finding that he was in contempt

for failing to turn over various documents.

¶ 59 Before proceeding to the merits, we note that the following standards of review apply in

this appeal. Factual determinations, as always, are reviewed using the manifest-weight standard.

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Corral v. Mervis Industries, Inc., 217 Ill. 2d 144, 154 (2005). Further, a contempt finding presents

a question of fact. In re Marriage of McCormick, 2013 IL 120100, ¶ 17. A finding is contrary to

the manifest weight of the evidence only if an opposite conclusion is clearly apparent. Svenson v.

Miller Builders, Inc., 74 Ill. App. 3d 75, 83 (1979). Construing a document such as a contract or

MSA presents a question of law, subject to de novo review. Eychaner v. Gross, 202 Ill. 2d 208,

252 (2002). Finally, "It is well settled that on appeal all reasonable presumptions are in favor of

the action of the trial court and that the burden is on the appellant[, here

respondent,] to show affirmatively the errors assigned on review." In re Estate of Elson, 120 Ill.

App. 3d 649, 656 (1983).

¶ 60 A. Transferring the BICC Shares

¶ 61 Respondent first argues that he lacks the ability to transfer the BICC shares. This presents

a question of fact. See Lease Resolution Corp. v. Larney, 308 Ill. App. 3d 80, 91 (1999). Factual

determinations are reviewed using the manifest-weight standard. Corral, 217 Ill. 2d at 154.

¶ 62 Respondent first contends that the BICC shares are owned by Polaris rather than by him.

He notes that the Polaris operating agreement explicitly prohibited Polaris from making a noncash

distribution, so he could not demand that the shares be transferred to him. Moreover, any transfer,

even if the shares were to be treated as a cash asset, required Kadel's consent, and Kadel refused

to give it.

¶ 63 However, as the trial court noted, respondent and Kadel did contemplate transferring shares

to a newly formed company, so a transfer was not per se impossible. This finding is supported by

the record. Moreover, respondent repeatedly points to Kadel's testimony that he would not approve

a transfer to petitioner. Of course, the trial court, as trier of fact, is free to disregard the testimony

of any witness, even where it is unrebutted. Kraft Foods, Inc. v. Illinois Property Tax Appeal

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Board, 2013 IL App (2d) 121031, ¶ 58; Franciscan Communities v. Hamer, 2012 IL App (2d)

110431, ¶ 47. Further, Kadel's testimony was impeached by his willingness to transfer these assets

to a new company.

¶ 64 The trial court then focused on respondent's efforts to effectuate a transfer and found them

lacking. Indeed, the MSA stated, "If possible, JAMES shall transfer to JENNIFER her share of the

stock rights within thirty (30) days from entry of this Agreement." The trial court observed that

respondent's testimony that he made oral requests to effectuate a transfer shortly after entry of the

dissolution judgment was contradicted by Kadel's testimony that that he did not recall respondent

making such a request prior to November 2016.

¶ 65 Indeed, a contract requires a party vested with discretion to exercise it reasonably and in

good faith. Reserve at Woodstock, LLC v. City of Woodstock, 2011 IL App (2d) 100676, ¶ 42. An

MSA is a contract. In re Marriage of Mulry, 314 Ill. App. 3d 756, 758 (2000). The trial court could

infer that by requiring respondent to transfer them "if possible," the MSA contemplated that

respondent would make a reasonable effort to effect a transfer so it could be determined if one

were actually possible. In turn, the trial court could reasonably find that by failing to make such

an effort, respondent violated the MSA.

¶ 66 Respondent also points to the right of first refusal in the BICC operating agreement. He

suggests that if Polaris were to attempt to transfer the shares to petitioner without consideration,

any BICC shareholder could exercise that right essentially for free. We note that the only holders

of the BICC stock are Polaris and Bohnson. There is no indication the respondent ever approached

Bohnson to see whether he would exercise that right if possible or if there were some way to ensure

that the stock could be transferred to petitioner. In fact, when first approached by plaintiff's

counsel, Bohnson qualifiedly believed that the stock could be transferred to petitioner. Later, he

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stated that the stock could not be transferred "without making an amendment to the existing

operating agreement." He did not, however, state that such an amendment was impossible, and

there is no indication that respondent approached Bohnson about effectuating a transfer in this

manner. We also note that respondent made no attempt to sell any shares to another shareholder,

as would be permitted by the agreement. Moreover, the trial court questioned Bohnson's

credibility.

¶ 67 As noted, the burden on appeal is on the appellant to establish error before the trial court.

Elson, 120 Ill. App. 3d at 656. Here, we cannot say that an opposite conclusion to the trial court's

that respondent failed to make reasonable efforts to transfer the stock, as contemplated by the

MSA, is clearly apparent. Quite simply, while there may have been obstacles to such a transfer,

respondent has neither established that it would have been impossible nor that he made a

reasonable effort to do so.

¶ 68 B. CONTEMPT

¶ 69 Respondent makes several subarguments as to why the trial court erred in holding him in

indirect civil contempt. We will address them in the order they are presented in respondent's brief.

¶ 70 1. Prima Facie Case

¶ 71 Generally, a party seeking a contempt order must first establish a prima facie case of

contempt. In re Marriage of Ray, 2014 IL App (4th) 130326, ¶ 15. If the party is successful, the

burden shifts to the other party to justify his or her actions. Id. Respondent argues that petitioner

failed to make out a prima facie case that he violated the MSA.

¶ 72 Respondent asserts that petitioner never showed he had the ability to transfer the shares so

he cannot be held in contempt for not transferring them. However, the trial court found that the

MSA required respondent to make a reasonable effort to do so, and we read of the MSA in the

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same manner. That is, it cannot be known whether the transfer was possible unless respondent

attempted to transfer them, as required by the MSA, within 30 days of the dissolution judgment.

Generally, a respondent who makes a reasonable effort to comply with a court order will not be

held in contempt. Rather, "A party who understands the court's order but chooses to ignore the

mandate is guilty of contempt of court." Killion v. City of Centralia, 381 Ill. App. 3d 711, 715

(2008). Petitioner established a prima facie case by showing the respondent did not make

reasonable efforts to transfer the BICC stock. See Citronelle-Mobile Gathering, Inc. v. Watkins,

943 F.2d 1297, 1301-02 (11th Cir. 1991).

¶ 73 2. The Keys to Respondent's Cell

¶ 74 Respondent next complains that he does not hold the "keys to his jail cell," as is required

when a party is held in indirect civil contempt. A characteristic of civil contempt is that the

contemnor has the ability to purge the contempt by complying with the order, thereby terminating

the sanction at issue. In re Marriage of Betts, 200 Ill. App. 3d 26, 44 (1990). Because the sanction

is often imprisonment, this is known as possessing the keys to one's cell. Id. Respondent reiterates

his argument that he lacks the ability to transfer the BICC stock here and therefore, he asserts, he

lacks the ability to purge the contempt. We rejected this argument previously and find it no more

persuasive here.

¶ 75 We also reject this argument for another reason. Quite simply, defendant does not have to

transfer the BICC stock to comply with the trial court's order. The trial court set an alternate purge.

Respondent may purge this contempt sanction by paying petitioner $175,000. In other words,

respondent holds the key to his cell.

¶ 76 3. The Alternate Purge

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¶ 77 Defendant further contends that it was improper for the trial court to set an alternate purge

of paying petitioner $175,000, as this constituted a de facto modification of the division of marital

property. Indeed, section 502(f) of the Illinois Marriage and Dissolution of Marriage Act flatly

states, "Property provisions of an agreement are never modifiable." 750 ILCS 5/502(f) (West

2016). Initially, we note that there has been no modification of respondent's obligations

whatsoever. Trial court found that respondent has the ability to transfer the shares, and this finding

is not contrary to the manifest weight of the evidence. Hence, respondent can still comply with the

original order as contemplated. The trial court has merely provided respondent with an alternate

means of complying with the original agreement by allowing him to buy out petitioner's interest

in the shares.

¶ 78 The cases respondent relies on here are easily distinguishable. Respondent first cites In re

Marriage of Hubbard, 215 Ill. App. 3d 113, 117-18 (1991). In Hubbard, the trial court ordered the

respondent to pay for a portion of the costs of preparing the marital residence for sale (repairing a

furnace). This court reversed, finding that despite having the power to enforce its own judgments,

a trial court lacks the jurisdiction to engraft new obligations onto the judgment." Hubbard, 215 Ill.

App. 3d at 117. In this case, there is no new obligation; petitioner is entitled to a portion of the

BICC stock under the original MSA. Moreover, as noted, the trial court's order simply offers

respondent a permissive alternative to transferring the stock. Waggoner v. Waggoner, 78 Ill. 2d 50

(1979) is similarly distinguishable. There, the supreme court explained:

 "The plaintiff by her motion seeks to compel the defendant to remove the judgment lien

 and the second-mortgage lien from the chain of title. The decree did not provide that the

 defendant was to perform these acts. Thus, the plaintiff does not seek to enforce the terms

 of the decree, but instead to engraft new obligations onto the decree." Id. at 53-54.

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Unlike Waggoner, the trial court's order in this case involves no new obligation. Thus, respondent

provides us with no authority analogous to the facts of this case.

¶ 79 In sum, we find this argument unpersuasive.

¶ 80 4. Valuation

¶ 81 Respondent next contends that there was no competent evidence that the value of

petitioner's portion of the BICC stock was $175,000. Respondent points out that the only evidence

of the value of the BICC stock was Bohnson's testimony that the BICC stock was transferred to

Polaris in exchange for $700,000 worth of work that Polaris performed for BICC. An asset's value

is a question of fact, and the trial court's valuation will not be disturbed unless it is against the

manifest weight of the evidence. In re Marriage of Grunsten, 304 Ill. App. 3d 12, 17 (1999).

¶ 82 Respondent points out that the value of assets is determined by assessing their fair market

value. 750 ILCS 5/503(k) (West 2016). "Fair market value" means "what a willing buyer would

pay a willing seller in a voluntary transaction." Grunsten, 304 Ill. App. 3d at 17. Respondent asserts

that the valuation of a corporation must "begin with [Internal Revenue Service] Revenue Ruling

59-60, and the principles contained therein." See In re Marriage of Puls, 268 Ill. App. 3d 882, 886

(1994). However, in proceedings such as these, we are not bound by the technicalities of federal

tax law. Cf. In re Marriage of Ackerley, 333 Ill. App. 3d 382, 392 (2002) ("Moreover, in

determining appropriate child support, we are not bound by the technicalities of federal income

tax law.").

¶ 83 More to the point, respondent provides us no reason to suppose that the barter arrangement

between BICC and Polaris was anything but an arm's length transaction whereby a quantity of

stock was exchanged for services of equal value. Bohnson testified that the value of those services

was $700,000, and no other evidence of their value exists in the record. Pursuant to the MSA,

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petitioner is entitled to a fourth of the shares of BICC stock, making her share worth $175,000

(i.e., $700,000 divided by 4 equals $175,000). Where the only evidence in the record supports the

trial court's conclusion, it is impossible to say that the conclusion is contrary to the manifest weight

of the evidence. Hence, we find no error in the trial court's valuation of petitioner's share of the

BICC stock.

¶ 84 Finally, we note that respondent claims that there is no evidence in the record of his ability

to pay petitioner $175,000. However, respondent's child-support obligation is based on a $270,000

salary—with provisions for earning in excess of that amount—and, since the dissolution judgment,

respondent has sold a small portion of Polaris and raised $166,000. Thus, there is evidence in the

record from which the trial court could infer that respondent has considerable means and that he

either has or could raise this sum.

¶ 85 5. The Documents

¶ 86 Respondent next challenges the trial court's contempt findings pertaining to his failure to

turn over documents related to BICC and documents related to his sale of four percent of Polaris

to Kadel.

¶ 87 a. The BICC Documents

¶ 88 Respondent contends that the trial court erred in finding him in indirect civil contempt for

his failure to turnover certain documents pertaining to the BICC stock in a timely manner.

Respondent asserts that as of January 2019, all documents have been produced. Respondent further

asserts, correctly, that a civil contempt order that does not provide the contemnor with an

opportunity to purge his or her contempt must be reversed. Continental Illinois National Bank v.

Brach, 71 Ill. App. 3d 789, 793 (1979). The trial court's order does not include a purge relating to

the BICC documents. It provides:

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 "A mittimus is issued directing that the said Respondent be taken into custody by

 the Sheriff of DuPage County and held until further order of Court, unless he shall purge

 himself of the said contempt by the following acts:

 a. Transfer the BICC stock to Jennifer or pay Jennifer the sum of $175,000.00;

 and ( emphasis added)

 b. Provide documentation of the receipt of the $166,000.00 proceeds from his sale

 of 4% of Polaris, including documentation of the deposit of same and all bank

 statements from said account from the date of deposit through the date of this

 order."

The BICC documents are not mentioned. This is improper as there is no purge related to this

contempt finding. Id. Therefore, we must reverse the trial court's finding of contempt as it pertains

to respondent's failure to turn over the BICC documents.

¶ 89 b. The Sale Documents

¶ 90 Initially, respondent states that this portion of the contempt order should be reversed for

the same reason as the portion pertaining to the BICC documents. However, he later admits that

more documents exist but represents that they are outside the scope of his disclosure requirements.

We will not make a blanket ruling on whether whatever such documents that may or may not exist

fall within the scope of respondent's obligations. Such matters are best addressed by the trial court

on remand if it is necessary to determine whether respondent has purged the contempt.

¶ 91 Similarly, it would be premature for us to address the question of whether the proceeds

from the sale of four percent of Polaris to Kadel requires respondent to pay additional child

support. Presumably, additional disclosures might reveal additional evidence relevant to this

question.

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¶ 92 Accordingly, we will not disturb the trial court's finding on this point. On remand,

respondent remains free to make whatever additional disclosures, if any, he deems appropriate,

and the trial court may address the question of whether respondent has purged his contempt.

Petitioner may then take any appropriate actions based on those possible disclosures.

¶ 93 IV. CONCLUSION

¶ 94 In light of the foregoing, we reverse the trial court's contempt finding pertaining to

respondent's untimely disclosure of the BICC documents, and we otherwise affirm its ruling. This

cause is remanded for further proceedings consistent with this order.

¶ 95 Affirmed in part and reversed in part; cause remanded.

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