Devco v. T10 Meltel, LLC

237 F. Supp. 3d 804, 2017 U.S. Dist. LEXIS 26573, 2017 WL 750603
CourtDistrict Court, N.D. Illinois
DecidedFebruary 27, 2017
DocketNo. 15 C 3558
StatusPublished
Cited by1 cases

This text of 237 F. Supp. 3d 804 (Devco v. T10 Meltel, LLC) is published on Counsel Stack Legal Research, covering District Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Devco v. T10 Meltel, LLC, 237 F. Supp. 3d 804, 2017 U.S. Dist. LEXIS 26573, 2017 WL 750603 (N.D. Ill. 2017).

Opinion

MEMORANDUM OPINION AND ORDER

JEFFREY COLE, UNITED STATES MAGISTRATE JUDGE

In June 2011, the plaintiff purchased a building, which was formerly a hotel, in Arlington Heights, Illinois. Its plan was to transform the hotel into an apartment building. At the time of the. purchase, there were a number of cellular carrier “tenants”—T Mobile, US Cellular, and Nextel are specified—operating their cellular equipment on the building’s roof pursuant to leases. [Dkt. # 1-1, Page 10-79/116], After its purchase of the property, the plaintiff entered into negotiations to sell the cellular leases and roof easement [806]*806to the defendant. The plaintiff had plans for reconstructing the roof and adding a number of amenities. Because the cellular equipment, was scattered all over the roof, the parties’ negotiations included the plaintiff moving the equipment to a single location, and removing any outdated and abandoned equipment. The parties set up an incentive for the work to be done by the plaintiff by a certain date, with the defen- ' dant holding back $300,000 of the purchase price of the easement, which would then go to the plaintiff if its relocation work was completed on time.

The plaintiff didn’t meet the deadline or even the agreed upon three-month extension of that deadline. Nonetheless, the plaintiff continued the relocation work, ultimately completing it a year late. The defendant retained the $300,000 being held in escrow. The plaintiff then sued the defendant, claiming breach of contract regarding another holdback and unjust enrichment regarding the relocation of the equipment. Both sides have moved for summary judgment on the plaintiffs unjust enrichment claim. As the plaintiff sees it, even though it failed to meet the agreed-upon contractual deadline and complete its work within that time or in the three additional months the defendant granted it, the defendant still received the benefit of the plaintiffs work and thus, the theory goes, the plaintiff has been unjustly enriched by $300,000.1

As the defendant sees it, plaintiff contractually agreed to a deadline for moving the equipment and receiving the $300,000 payment. (The plaintiff had already been paid $1 million by the defendant for the leases). Plaintiff missed the deadline for moving the towers and can’t skirt the contract and still be awarded the $300,000 through an unjust enrichment claim.2.

[807]*807Overlooked by the parties is the Supreme Court’s decision in US Airways, Inc. v. McCutchen, 569 U.S. 88, 133 S.Ct. 1537, 1546-47, 185 L.Ed.2d 654 (2013). Quoting the Restatement (Third) of Restitution and Unjust Enrichment (2011), the Court said: “ ‘A valid contract defines the obligations of the parties as to matters within its scope, displacing to that extent any inquiry into unjust enrichment.’ ” As we discuss below, in those circumstances, adhering to the parties’ arrangement yields “appropriate” as well as “equitable” relief.

ANALYSIS

Summary judgment is appropriate “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a); see also Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986)(emphasis supplied); Bordelon v. Bd. of Educ. of the City of Chicago, 811 F.3d 984, 989 (7th Cir. 2016). This requires that “there be no genuine issue of material fact,” and “the mere existence of some alleged factual dispute” will not defeat summary judgment. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986); Bordelon, 811 F.3d at 989. The moving party bears the initial burden of production,' and must inform the district court why a trial is not necessary. Celotex Corp., 477 U.S. at 325, 106 S.Ct. 2548; Sterk v. Redbox Automated Retail, LLC, 770 F.3d 618, 627 (7th Cir. 2014). The party opposing summary judgment must go beyond the pleadings to show that there is a genuine issue of fact that must be resolved with a trial. Hassebrock v. Bernhoft, 815 F.3d 334, 342 (7th Cir. 2016). “When, as here, cross-motions for summary, judgment are filed, we look to the burden of proof that each party would bear on an issue' of trial; we then require that party to go beyond the pleadings and affirmatively to establish a genuine issue of material fact.” Diaz v. Prudential Ins. Co. of Am., 499 F.3d 640, 643 (7th Cir. 2007).3

The party claiming unjust enrichment has the burden of establishing the elements of its unjust enrichment claim. Under Illinois law, in order to sustain, a claim of unjust enrichment, the complaining party has to show that-the other party has “unjustly retained a benefit” “to [its] detriment, and that [the],. .retention of the benefit violates the fundamental principles of justice, equity, and good conscience.” Empress Casino Joliet Corp. v. Balmoral Racing Club, Inc., 831 F.3d 815, 832 (7th Cir. 2016). Indeed, “[i]t is now universally recognized that the principle central to all restitution awards is the prin[808]*808ciple against unjust enrichment,-..." Dan B. Dobbs, Remedies, 222—229 (West Publishing Co. 1973). The American Law Institute notes in Restatement Third, Restitution and Unjust Enrichment § 1(b) (2011): states: “[ujnjust enrichment” is a term of art. The, substantive part ,of the law of restitution is concerned with identifying those forms of enrichment that the law treats as ‘unjust’ for the purposes of imposing liability.... Unjust [ ] enrichment is enrichment that lácks an adequate legal basis. Unjust enrichment is a necessary element or precondition of the larger claim of restitution. The restitutionary claim affirmatively seeks the return of the benefit for which it would be unconscionable for the defendant to retain.” Roy L; Brooks, Postconflict Justice in the Aftermath of Modern Slavery, 46 Geo. Wash. Int’l L. Rev. 243 (2014).

After reviewing the record the parties have complied,' and the arguments they have advanced, it is clear that the plaintiff has not met its burden of proof, and that the defendant is entitled to summary judgment on Count II of the Complaint.

A.

As has been said, as part of their agreement for the sale of an easement to the roof of the building the plaintiff purchased, and given the plaintiffs plans for the roof, the parties’ contract provided for the relocation of the cellular equipment. The parties staggered their negotiations into three agreements. They began with a “Terms of Agreement” dated May 8, 2012, which the parties' acknowledged were “the business ferns upon which this transaction will be completed ... However, the terms are subject to due diligence and final Underwriting by [defendant], and receipt by [defendant] of all required documentation.” [Dkt. # 1-1, at 80], Although it purportedly covered payments four, years in the future, the contract was nevertheless set to expire in 6 months—November 2012-r— unless extended by mutual consent. [Dkt. # 1-1, at 80]. Under the “Terms of Agreement,” the purchase price the • defendant would pay for the 50-year easement was about $1.3 million. [Dkt. #1—1, at 80],

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237 F. Supp. 3d 804, 2017 U.S. Dist. LEXIS 26573, 2017 WL 750603, Counsel Stack Legal Research, https://law.counselstack.com/opinion/devco-v-t10-meltel-llc-ilnd-2017.