2024 IL App (1st) 231034-U No. 1-23-1034 Order filed January 26, 2024 Fifth Division
NOTICE: This order was filed under Supreme Court Rule 23 and is not precedent except in the limited circumstances allowed under Rule 23(e)(1). ______________________________________________________________________________ IN THE APPELLATE COURT OF ILLINOIS FIRST DISTRICT __________________________________________________________________________ NIRMAL SEENU, ) Appeal from the ) Circuit Court of Plaintiff-Appellant, ) Cook County ) v. ) ) No. 21 L 4665 RADIX TRADING, LLC, an Illinois Limited Liability ) Company; BENJAMIN BLANDER, an Individual; and ) MICHAEL RAUCHMAN, an Individual, ) Honorable ) Daniel J. Kubasiak, Defendants-Appellees. ) Judge presiding.
JUSTICE NAVARRO delivered the judgment of the court. Presiding Justice Mitchell and Justice Mikva concurred in the judgment.
ORDER
¶1 Held: We affirm the circuit court’s grant of summary judgment to defendants on plaintiff’s claims of violations of the Illinois Wage Payment and Collection Act (820 ILCS 115/1 et seq. (West 2020)), breach of contract, unjust enrichment and promissory estoppel.
¶2 After Radix Trading, LLC (Radix) terminated the employment of Nirmal Seenu, the
company did not award him performance bonuses for his work during the first and second quarters No. 1-23-1034
of 2020. Believing he was entitled to those bonuses, Seenu sued Radix and its managing members,
Benjamin Blander and Michael Rauchman (collectively, defendants), for violating the Illinois
Wage Payment and Collection Act (Wage Payment Act) (820 ILCS 115/1 et seq. (West 2020)),
breach of contract, unjust enrichment and promissory estoppel. On defendants’ motion, the circuit
court granted summary judgment in their favor on all counts. Seenu now appeals the judgment of
the circuit court, contending that the court erred by granting summary judgment to defendants on
all counts. For the reasons that follow, we affirm the circuit court’s grant of summary judgment in
favor of defendants.
¶3 I. BACKGROUND
¶4 A. Seenu’s Employment with Radix
¶5 Radix is a proprietary trading firm based in Chicago. Blander and Rauchman own 99% of
the company and manage its day-to-day operations. Every quarter, Radix distributed bonuses to
employees based on their performance the previous quarter. Although Radix distributed bonuses
regularly, it did not have a written or formal bonus program, and the company did not use an
objective formula to determine bonuses. Rather, Blander and Rauchman made a subjective
determination taking into consideration a variety of factors, but most notably the performance of
Radix and how each employee contributed to, or detracted from, that performance in their
subjective opinion. Radix only distributed bonuses to employees who had been employed for the
entire quarter and still remained employed on the bonus distribution date.
¶6 Seenu is an experienced quantitative technologist in the field of high-performance
computing and supercomputing. In August 2015, Radix hired Seenu to help build out its computing
infrastructure. Pursuant to an offer letter, which Seenu signed, his base salary was $175,000 per
year and his employment was terminable at-will. In addition, Seenu’s offer letter stated that he
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“shall also be eligible for performance bonuses. Further, [his] total compensation during [his] first
full year of employment, which shall include the sum of all base salary and performance bonuses
earned during that first full year, shall be no less than $200,000.” At Radix, Seenu was responsible
for, in part, building, monitoring and optimizing its trading and research infrastructure.
¶7 While employed by Radix, Seenu received a bonus for every quarter through 2019.
Although his base salary remained essentially the same at all times, the amount of his bonus
generally increased. In 2016, he received bonuses totaling approximately $60,000, and by 2019,
his cumulative bonuses had increased to approximately $280,000. According to Seenu’s
deposition, the amount of his bonus “always depended on how fast [he] was able to get the new
resources online and available to the [company’s] researchers,” though he was unaware of a
specific formula to calculate his bonus. According to an affidavit from Seenu, he and Radix
“agreed that while the base salary would remain constant, [he] would receive quarterly
performance bonuses to complement [his] base salary.” During his deposition, Seenu
acknowledged that no one from Radix ever told him he would get a fixed percentage of the bonus
pool as a bonus or the same percentage relative to what other employees received. Despite Seenu
receiving a bonus every quarter through 2019, in a declaration from Rauchman submitted in
connection with the case, he asserted that he “never told Seenu that Radix bonuses [were]
guaranteed, nor did [he] ever guarantee [Seenu] a bonus amount or identify any formula to be used
for bonus calculations.”
¶8 In late 2019, Seenu spearheaded a multi-month effort to build a new data center for Radix,
which was integral to the company’s future growth plans. In February 2020, as the new data center
became functional, Seenu had a conversation with Rauchman about his compensation. According
to Seenu’s deposition, he requested additional guaranteed compensation, even at the expense of
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his potential bonus. In response, Rauchman told him that it would be “foolish” to take himself “out
of the bonus pool,” and when Radix became more profitable, Seenu would be “signing off a lot of
[his] bonus.” Seenu agreed with Rauchman, so he dropped his request for additional compensation.
In his deposition, Seenu acknowledged that he was never given a guarantee about total
compensation following this conversation with Rauchman. But, according to Seenu’s affidavit,
Rauchman:
“repeatedly assured and promised [him] that [he] would be compensated for [his]
services to Radix and paid a [first quarter of 2020] bonus as part of [his] annual
compensation. In particular, Rauchman stated that [he] would receive a large bonus
based upon Radix’[s] profitability stemming from [his] successful build-out of the
new data center in early 2020 and the high volatility of the markets.”
Conversely, in Rauchman’s declaration, he stated that he never “promise[d] or represent[ed] to
[Seenu] that [Seenu] would receive any additional compensation or bonus award for his work on
the data center build[-]out.”
¶9 Following the build-out of the data center, Seenu took an approved trip out of the country.
However, according to Rauchman’s declaration, the data center was “unstable” and “needed
significant adjustments.” On May 8, 2020, while Seenu was still out of the country, Radix
terminated his employment. According to Rauchman’s declaration, Radix terminated Seenu’s
employment due to, among other reasons, his “ongoing interpersonal friction with co-coworkers
and the resulting costs to Radix.” As part of his termination, Radix offered Seenu a severance
payment of $100,000 in exchange for a release of claims against Radix and an acknowledgement
that he had been paid all bonuses due to him, among other acknowledgements. In response to the
severance offer, Seenu texted a former Radix employee to discuss his options and stated: “I didn’t
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have [a] guaranteed bonus or compensation number. I assumed that [Radix] would compensate
new [sic] appropriately…so much for that.” Seenu ultimately rejected Radix’s severance offer.
¶ 10 Two weeks after Radix terminated Seenu’s employment, it distributed bonuses based on
employees’ performances during the first quarter of 2020. Seenu did not receive a bonus. Seenu
also did not receive a bonus based on his partial employment during the second quarter of 2020.
¶ 11 B. The Litigation
¶ 12 The following year, Seenu sued Radix, Blander and Rauchman for violations of the Wage
Payment Act (820 ILCS 115/1 et seq. (West 2020)), breach of contract, unjust enrichment and
promissory estoppel, all based on Seenu’s alleged entitlement to performance bonuses in 2020.
¶ 13 The next month, Seenu amended his complaint. In the amended complaint, which is the
operative pleading in this case, Seenu asserted that he received a quarterly bonus every quarter
during his approximately five-year employment with Radix. Seenu claimed that, due to his
contributions to Radix, Blander and Rauchman repeatedly assured and promised him that he would
receive a large bonus directly tied to Radix’s increased profitability, which stemmed from his
successful build-out of the company’s new data center. However, according to Seenu, when he
requested performance bonuses from Blander and Rauchman, they dismissed and ignored his
request. Seenu asserted he was entitled to bonuses far in excess of the amount offered to him as
part of Radix’s severance agreement. Due to Radix’s failure to pay him the performance bonuses,
Seenu alleged a violation of the Wage Payment Act (id.) against each of Radix, Blander and
Rauchman (Counts I through III, respectively) and a breach of contract against Radix (Count IV)
based on his employment agreement. Additionally, in the alternative to his breach of contract
count, Seenu brought a claim for unjust enrichment against Radix (Count V). Lastly, Seenu raised
a claim of promissory estoppel (Count VI) against Radix.
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¶ 14 During discovery, including through a motion to compel, Seenu sought information from
defendants about Radix’s bonus system, including the amount of bonuses distributed to Radix’s
other employees throughout the years. The court allowed Seenu to obtain such discovery for the
first, second and third quarters of 2020, but denied his attempt to discover the amount of bonuses
paid to Radix employees prior to 2020. Seenu subsequently filed a motion to reconsider. The court
denied the motion finding any information about the bonuses of Radix’s employees prior to 2020
was irrelevant to the issues in the case.
¶ 15 Thereafter, defendants filed a joint motion for summary judgment on all counts of Seenu’s
amended complaint. Defendants contended that his Wage Payment Act, breach of contract and
promissory estoppel claims all required Seenu to prove that they promised to pay him bonuses that
they withheld. Defendants highlighted that Seenu’s employment agreement only guaranteed him
a base salary and eligibility for bonuses, but the agreement did not provide a contractual obligation
to pay him the bonuses sought and they made no promises to pay him the same. And thus,
according to defendants, Seenu’s Wage Payment Act, breach of contract and promissory estoppel
causes of action failed. Lastly, defendants asserted that Seenu’s unjust enrichment claim failed
because it was based on an allegation of an express contract, which, by law, precluded a successful
claim. In response, Seenu contended that his employment agreement unequivocally obligated
Radix to compensate him with performance bonuses. Notwithstanding his employment agreement,
Seenu argued that there was sufficient evidence of defendants’ unequivocal promise and mutual
assent to entitle him to performance bonuses in 2020.
¶ 16 Following briefing, the circuit court found that Seenu’s claims for a violation of the Wage
Payment Act, breach of contract and promissory estoppel failed because he could not establish that
Radix made an unequivocal guarantee to pay him any bonus, either through his employment
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agreement or an oral promise during the course of his employment. In addition, the court found
these claims failed because Seenu never met the conditions for bonuses in 2020 and he failed to
allege an amount he was purportedly owed. As to Seenu’s unjust enrichment claim, the court
highlighted there was an express contract governing the parties’ relationship, including Seenu’s
compensation, and therefore, the claim failed. Consequently, the court granted defendants’ motion
for summary judgment.
¶ 17 Seenu timely appealed.
¶ 18 II. ANALYSIS
¶ 19 Seenu contends that the circuit court erred in granting defendants’ motion for summary
judgment on all counts.1 Summary judgment is proper where the pleadings, depositions, affidavits,
and admissions on file demonstrate that there is no genuine issue of material fact and the moving
party is entitled to judgment as a matter of law. Carney v. Union Pacific R.R. Co., 2016 IL 118984,
¶ 25. “A genuine issue of material fact precluding summary judgment exists where the material
facts are disputed or, if the material facts are undisputed, reasonable persons might draw different
inferences from the undisputed facts.” Mashal v. City of Chicago, 2012 IL 112341, ¶ 49. When
determining whether a genuine issue of material fact exists, we construe “the evidence in the light
most favorable to the nonmoving party and strictly against the moving party.” Johnson v.
1 In making this contention, Seenu asserts that the circuit court erred in granting summary judgment on Count I, which he states was a claim for a violation of the Wage Payment Act, Count II, which he states was a claim for breach of contract, Count III, which he states was a claim for unjust enrichment, and Count IV, which he states was a claim for promissory estoppel. However, Seenu’s amended complaint raised three counts of a violation of the Wage Payment Act (Counts I, II and III against Radix, Blander and Rauchman, respectively), one count for breach of contract (Count IV), one count for unjust enrichment (Count V) and one count for promissory estoppel (Count VI). Indeed, in the circuit court’s order granting defendants’ motion for summary judgment, the court noted that Seenu’s amended complaint contained six counts. However, later in its order, the court apparently combined all three Wage Payment Act claims into one count, that being Count I, resulting in the remaining counts being misnumbered.
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Armstrong, 2022 IL 127942, ¶ 31. The disposition of litigation on “[s]ummary judgment is a
drastic measure,” and such a motion “should only be granted if the movant’s right to judgment is
clear and free from doubt.” Seymour v. Collins, 2015 IL 118432, ¶ 42. We review the circuit court’s
grant of summary judgment de novo. Id. Additionally, to the extent this appeal requires us to
interpret Seenu’s employment contract, that is a question of law that we also review de novo. In re
Marriage of Dynako, 2021 IL 126835, ¶ 15.
¶ 20 A. Wage Payment Act Claims (Counts I, II and III)
¶ 21 We turn to Seenu’s argument that the circuit court erred in granting summary judgment to
defendants on his Wage Payment Act claims. The Wage Payment Act applies to nearly every
employee and employer in Illinois with limited exceptions not relevant here. 820 ILCS 115/1
(West 2020). The law requires, among other obligations, that employers timely “pay the final
compensation of separated employees in full.” Id. § 115/5. Under the law, “final compensation”
represents various forms of compensation including any “earned bonuses” and “any other
compensation owed the employee by the employer pursuant to an employment contract or
agreement between the 2 parties.” Id. § 115/2. The term “earned bonuses” is not defined by the
Wage Payment Act (see Camillo v. Wal-Mart Stores, Inc., 221 Ill. App. 3d 614, 619 (1991)),
though the statute charges the Illinois Department of Labor with promulgating regulations to
administer it. See 820 ILCS 115/12 (West 2020). As such, we afford “substantial weight and
deference” to these regulations. McLaughlin v. Sternberg Lanterns, Inc., 395 Ill. App. 3d 536, 544
(2009).
¶ 22 In turn, the Illinois Administrative Code defines the term “bonus” as “compensation given
in addition to the required compensation for services performed.” 56 Ill. Adm. Code 300.500
(2014). To come under the purview of the Wage Payment Act, “the bonus must be earned.” Id.
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“An employee has a right to an earned bonus when there is an unequivocal promise by the
employer and the employee has performed the requirements set forth in the bonus agreement
between the parties and all of the required conditions for receiving the bonus set forth in the bonus
agreement have been met.” 56 Ill. Adm. Code 300.500(a) (2014). Unlike an earned bonus, “[a]
discretionary bonus is when the terms associated with the earning of the bonus are indefinite or
uncertain, such as bonus being upon a positive evaluation of the ‘employee’s performance’ and
not when the earning of a bonus is based on objective factors such as length of service, attendance
or sign-on or relocation incentives.” 56 Ill. Adm. Code 300.500(d) (2014).
¶ 23 As to “final compensation” under the Wage Payment Act including “any other
compensation owed the employee by the employer pursuant to an employment contract or
agreement between the 2 parties” (820 ILCS 115/2 (West 2020)), the statute’s use of the word
“agreement” in addition to the term “employment contract” indicates that an employee’s right to
“any other compensation” need not be in writing. Zabinsky v. Gelber Group, Inc., 347 Ill. App. 3d
243, 249 (2004). To this end, an employee’s right to “any other compensation” can occur through
the “manifestation of mutual assent on the part of two or more persons *** without the formalities
and accompanying legal protections of a contract.” Id.
¶ 24 In the instant case, the undisputed evidence demonstrates that, after Seenu’s first year of
employment with Radix, the only bonus he could obtain was a discretionary bonus, not an earned
bonus. In Blander’s deposition, he testified that Rauchman was principally in charge of awarding
company bonuses. And in the deposition and declaration from Rauchman, he asserted that Radix
did not award bonuses using objective metrics, but rather subjectively by taking into consideration
a variety of factors, but most notably the performance of Radix and how each employee contributed
to, or detracted from, that performance. Nothing in the record contradicts these assertions. In fact,
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during Seenu’s deposition, he acknowledged that, when discussing bonuses, Rauchman told him
these were principal factors. In other words, Radix awarded bonuses based on indefinite and
uncertain terms, namely the positive evaluation of the employee’s performance, and not upon
objective factors. Therefore, Radix’s employee bonuses were discretionary, not earned. See 56 Ill.
Adm. Code 300.500(d) (2014).
¶ 25 Nevertheless, Seenu points to his employment agreement, i.e., the signed offer letter, and
conversations he had with Rauchman to establish that Radix made an unequivocal promise of
bonuses to him. However, Seenu’s employment agreement only stated that he was “eligible for
performance bonuses.” Being “eligible” for a bonus is not an unequivocal promise for a bonus.
See Hess v. Bresney, 784 F.3d 1154, 1160-62 (7th Cir. 2015) (analyzing the Wage Payment Act
and finding that contract language making a former employee “ ‘eligible to receive’ ” a bonus was
not “the kind of unequivocal promise that is required under [the Wage Payment Act],” as
“[e]ligibility, of course, is no guarantee”). Notably, during Seenu’s first year of employment with
Radix, his employment agreement guaranteed him at least $200,000 in total compensation, which
included his base salary of $175,000. Stated otherwise, Radix guaranteed him a performance bonus
of at least $25,000 that year. But Radix provided no similar guarantee for any years of employment
beyond his first year. This omission buttresses the conclusion that, while Seenu was eligible for
performance bonuses during his second year of employment and beyond, Radix did not
unequivocally promise him such bonuses. Seenu even acknowledged this reality in a text with a
former Radix employee when discussing his severance options. In that text, which Seenu
acknowledged sending during his deposition, he stated: “I didn’t have [a] guaranteed bonus or
compensation number. I assumed that [Radix] would compensate new [sic] appropriately…so
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much for that.” This, too, supports the conclusion that Seenu never had an unequivocal promise of
a bonus beyond his first year of employment based on his employment agreement.
¶ 26 As to Seenu’s conversations with Rauchman, Seenu described them in his deposition and
a later-filed affidavit. In his deposition, he described asking Rauchman for more guaranteed
compensation, even at the expense of his potential bonus. In response, Rauchman dissuaded him
from taking himself out of the bonus pool and told Seenu that when Radix became more profitable,
Seenu would just be “signing off a lot of [his] bonus.” While Seenu highlights this deposition
testimony, additional deposition testimony about this conversation provides the full context for
Rauchman’s statements to Seenu. Later in Seenu’s deposition, he acknowledged agreeing with
Rauchman that it would be foolish to take himself out of the bonus pool. As a result, Seenu testified
that he “dropped [his] request for more guaranteed compensation” and “settled back to the
compensation the way it was.” When asked if he asked for a guaranteed yearly total compensation
amount, Seenu stated that he tried, but Rauchman talked him out of such an ask. Seenu ultimately
conceded during his deposition that he was not given a compensation guarantee by Rauchman. In
his deposition, Seenu also asserted that, when he asked for more guaranteed compensation:
“[T]hey wouldn’t give it to me, and they gave me the runaround saying I’ll be compensated
appropriately when they make huge profits, and as it turns out, they just cut me before—well, they
cut me after making a huge profit and not compensating [me] properly.” Viewing Seenu’s
deposition testimony in the light most favorable to him, Rauchman never made an unequivocal
promise to him for a bonus. Black’s Law Dictionary defines “unequivocal” as “[u]nambiguous;
clear; free from uncertainty.” Black’s Law Dictionary (11th ed. 2019). Nowhere in Rauchman’s
conversation with Seenu did he unambiguously inform Seenu that he would receive a performance
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bonus. Rather, as defendants argue, Rauchman obstructed and obfuscated Seenu’s attempts to
guarantee more compensation.
¶ 27 Turning to Seenu’s affidavit, he averred that, in February 2020, Rauchman “repeatedly
assured and promised” him a large bonus in the first quarter of 2020 based on the successful build-
out of the new data center. Taking Seenu’s affidavit in isolation, such averments would seemingly
raise a triable issue of fact as to whether Rauchman made an unequivocal promise to award bonuses
to him. See Carney, 2016 IL 118984, ¶ 25; Mashal, 2012 IL 112341, ¶ 49. However, in Seenu’s
deposition, which he gave before signing his affidavit, he discussed his February 2020
conversation with Rauchman. Therein, Seenu testified that he mentioned the data center build-out
and how it would make Radix more profitable. Based on this increase in profitability, Seenu asked
Rauchman: “What is going to be my guaranteed compensation going forward? [Rauchman] said,
we will have that discussion as part of the next quarterly review.” When Seenu was further asked
if he had any other conversations with Rauchman or anyone else at Radix “regarding a guaranteed
compensation amount,” Seenu responded that he had not.
¶ 28 It is well established that “a party’s later submission of an affidavit inconsistent with that
party’s deposition testimony will not raise a disputed issue of fact to prevent the entry of summary
judgment.” Morris v. Margulis, 197 Ill. 2d 28, 37 (2001). Although “a witness’ affidavit may
expand and clarify opinions, estimates, inferences, and uncertain summary statements made in a
prior deposition,” the affidavit cannot “contradict deliberate testimony relating to concrete facts.”
Wehde v. Regional Transportation Authority, 237 Ill. App. 3d 664, 683 (1992). In Seenu’s
deposition, he unmistakenly asserted that, when he tried to ask Rauchman about an increase in
compensation as a result of the data center build-out, Rauchman never provided him any
assurances about additional compensation and that this was the only conversation he had with
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Rauchman on the subject. Seenu’s contradictory averments in his affidavit cannot overcome his
deposition testimony. See Morris, 197 Ill. 2d at 37. Consequently, the record fails to demonstrate
there is a genuine issue of material fact as to whether Rauchman or Blander made an unequivocal
promise to Seenu to entitle him to an earned bonus in the first quarter and second quarter of 2020.
See McLaughlin, 395 Ill. App. 3d at 544 (“If no such unequivocal promise was made, then the
employee is not entitled to” an earned bonus under the Wage Payment Act).
¶ 29 Still, citing to Schultze v. ABN AMRO, Inc., 2017 IL App (1st) 162140, Seenu argues that
Radix’s uninterrupted past practice of awarding him quarterly bonuses was the manifestation of
mutual assent to continue awarding him bonuses in the first quarter and second quarter of 2020. In
Schultze, an executive at a bank, whose employment agreements were solely oral, had a more than
20-year history of receiving a performance bonus based on objective factors and subjective factors.
Id. ¶¶ 3-17. Upon the bank terminating his employment, the executive sued under the Wage
Payment Act for an earned, but unpaid, bonus of more than $2 million for the year 2008. Id. ¶ 19.
Following a bench trial, the trial court awarded him the bonus. Id.
¶ 30 The bank appealed, and this court rejected the bank’s argument that the executive was not
entitled to a bonus because there was no formal contract detailing such compensation. Id. ¶ 23.
The court noted that an employee’s entitlement to such compensation could manifest through
“mutual assent by conduct alone, including past practice.” Id. The court observed that, for more
than 20 years, the executive received a performance bonus, and thus, the bank’s “past conduct of
awarding [him] an annual bonus for more than two decades manifested an agreement to award a
bonus as a component of [his] total compensation.” Id. ¶ 24. Additionally, the court noted that the
bank sent the executive “a letter notifying him that he was entitled to a bonus for performance year
2008,” which only could indicate “an unequivocal promise to pay a bonus.” Id. Consequently, this
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court found “there was an ‘agreement’ and ‘unequivocal promise’ that [the executive’s]
compensation included a [non-discretionary] bonus.”
¶ 31 However, there are striking differences between the facts of Schultze and the instant case.
First, in Schultze, the bank executive had to rely on past practice to demonstrate his entitlement to
a yearly performance bonus because he operated under oral contracts alone. This is in stark contrast
to the instant case, where Seenu had a written employment agreement with Radix, which made
him only eligible for a bonus following his first year of employment. See Hess, 784 F.3d at 1162
(“[e]ligibility, of course, is no guarantee”). Second, in Schultze, the executive received a letter
from the bank notifying him that he was entitled to a bonus, which constituted an unequivocal
promise for a bonus. Here, in contrast, as discussed above, Seenu never received an unequivocal
promise from Radix, Rauchman or Blander for bonuses in 2020. And third, in Schultze, the bank
had a robust methodology for calculating performance bonuses that included objective metrics
whereas, in the instant case, Radix’s performance bonuses were purely based on subjective factors,
and thus, wholly discretionary. See 56 Ill. Adm. Code 300.500(d) (2014). Given these critical
differences, Schultze is inapposite, and Seenu’s past history of bonuses does not entitle him to
them in 2020.
¶ 32 In light of the foregoing, even when viewing the evidence in the light most favorable to
Seenu and strictly against defendants, Seenu has not created a triable issue of fact that he was
entitled to bonuses in 2020 under the Wage Payment Act. As a result, the circuit court properly
granted summary judgment to Radix on Count I of Seenu’s amended complaint. See McLaughlin,
395 Ill. App. 3d at 544, 546 (where an employer did not owe a former employee a bonus, the circuit
court properly granted the employer’s motion for summary judgment on the former employee’s
Wage Payment Act claim).
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¶ 33 Counts II and III of Seenu’s amended complaint were Wage Payment Act violation claims
against Blander and Rauchman, respectively, based on them being managing members of Radix.
See 820 ILCS 115/13 (West 2020) (providing liability to agents of an employer who “knowingly
permit such employer to violate the provisions of [the Wage Payment Act]”). As liability on Counts
II and III are predicated upon the same facts as liability on Count I, and we have just concluded
that the circuit court properly granted summary judgment to Radix on Count I, the court also
properly granted summary judgment to Blander and Rauchman, respectively, on Counts II and III
of Seenu’s amended complaint.
¶ 34 B. Breach of Contract Claim (Count IV)
¶ 35 We now turn to Seenu’s argument that the circuit court erred in granting summary
judgment to Radix on his breach of contract claim. In order to prove a breach of contract, the
plaintiff must prove that: (1) there was an enforceable contract; (2) he substantially performed his
obligations; (3) the defendant breached its obligations; and (4) he suffered damages due to the
defendant’s breach. Ivey v. Transunion Rental Screening Solutions, Inc., 2022 IL 127903, ¶ 28. If
there is a genuine issue of material fact as to whether the defendant breached an agreement with
the plaintiff, summary judgment is improper. See Finch v. Illinois Community College Board, 315
Ill. App. 3d 831, 837 (2000).
¶ 36 As we have discussed previously, the only instance in which Seenu’s employment
agreement guaranteed him a bonus was his first year of employment, where he was assured a bonus
of at least $25,000. Beyond that, his employment agreement provided no assurances of a bonus
and only made him eligible for a bonus. See Hess, 784 F.3d at 1162 (7th Cir. 2015) (asserting that
“[e]ligibility, of course, is no guarantee” and the plaintiff “might very well be eligible for a bonus,
but due to a host of factors, not receive one”). Because the undisputed facts show that Radix’s
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employment agreement never guaranteed Seenu a bonus beyond his first year of employment,
there is no genuine issue of material fact as to whether Radix breached its agreement with Seenu.
Therefore, the circuit court properly granted summary judgment to Radix on Count IV of Seenu’s
amended complaint.
¶ 37 C. Unjust Enrichment Claim (Count V)
¶ 38 We next turn to Seenu’s argument that the circuit court erred in granting summary
judgment to Radix on his unjust enrichment claim. Seenu posits that, although an express
agreement initially governed his relationship with Radix, they later entered into an oral agreement
through Seenu’s conversations with Rauchman in February 2020 to pay Seenu a bonus in lieu of
increasing his base salary. According to Seenu, based on this promise, he continued to work for
Radix to his detriment and allowing Radix to retain the benefits of his continued services
constituted unjust enrichment.
¶ 39 “Unjust enrichment is an equitable remedy based upon a contract implied in law, available
only when no express contract governs the parties’ relationship and there is no adequate remedy
at law.” Keystone Montessori School v. Village of River Forest, 2021 IL App (1st) 191992, ¶ 98.
In order to prevail on a claim of unjust enrichment, the plaintiff must demonstrate “that the
defendant retained a benefit to the plaintiff’s detriment and that the retention violates fundamental
principles of justice, equity, and good conscience.” Id. The theory of unjust enrichment does not
apply when “an express contract, oral or written, governs the parties’ relationship.” Gagnon v.
Schickel, 2012 IL App (1st) 120645, ¶ 25.
¶ 40 Initially, we note that, by arguing his February 2020 conversations with Rauchman
established an oral agreement to provide him bonuses, Seenu sinks his own unjust enrichment
claim because the theory does not apply when “an express contract, oral or written, governs the
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parties’ relationship.” Id. Regardless, when arguing that Radix’s alleged retention of Seenu’s
continued services violated fundamental principles of justice, equity, and good conscience, Seenu
does so in a conclusory fashion and makes no attempt to explain how Radix’s alleged retention of
Seenu’s continued services (while still paying him a salary) violated fundamental principles of
justice, equity, and good conscience. “It is not enough that a defendant has received a benefit;
rather, circumstances must exist such that the defendant’s retention of the benefit would violate
the fundamental principles of justice, equity, and good conscience.” C. Szabo Contracting, Inc. v.
Lorig Construction Co., 2014 IL App (2d) 131328, ¶ 24. By failing to develop this argument
beyond a conclusory assertion, he has forfeited this contention on appeal. See A.L. Dougherty Real
Estate Management Co., LLC v. Su Chin Tsai, 2017 IL App (1st) 161949, ¶ 52 (asserting that a
party’s failure “to meaningfully develop an argument” results in the party forfeiting that issue on
appeal).
¶ 41 D. Promissory Estoppel Claim (Count VI)
¶ 42 We next turn to Seenu’s argument that the circuit court erred in granting summary
judgment to Radix on his promissory estoppel claim. “Promissory estoppel is a common-law
doctrine adopted to permit the enforcement of promises that are unsupported by consideration,
such as gratuitous promises, charitable subscriptions, and certain intrafamily promises.” Matthews
v. Chicago Transit Authority, 2016 IL 117638, ¶ 91. “The doctrine operates to impute contractual
stature based upon a promise that is not supported by consideration and to provide a remedy to the
party who detrimentally relies on that promise.” Id. ¶ 93. In other words, “the doctrine is
recognized as creating a contract implied in fact, which imposes a contractual duty based on a
promissory expression by the promissor that shows an intention to be bound.” Id. In order to
establish a claim for promissory estoppel, the plaintiff must show: “(1) [the] defendant made an
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unambiguous promise to [him], (2) [he] relied on such promise, (3) [his] reliance was expected
and foreseeable by [the] defendant, and (4) he relied on the promise to [his] detriment.” Id. ¶ 95.
¶ 43 As we have already concluded in our discussion of Seenu’s Wage Payment Act claims that
Radix never made an unequivocal promise of a bonus to him, Seenu likewise cannot show that
Radix made an unambiguous promise to him for a bonus, as both terms, in essence, have the same
meaning. See Black’s Law Dictionary (11th ed. 2019) (defining “unequivocal” as
“[u]nambiguous”). Because the undisputed facts show that Radix never made an unambiguous
promise to him for a bonus, Seenu’s promissory estoppel claim fails. Therefore, the circuit court
properly granted summary judgment to Radix on Count VI of Seenu’s amended complaint.
¶ 44 E. Additional Arguments
¶ 45 We additionally note that Seenu contends that the circuit court erred in granting defendants’
motion for summary judgment on his Wage Payment Act, breach of contract and promissory
estoppel claims when it found that he did not meet the conditions to receive performance bonuses
in 2020 and on the basis that he could not quantify his damages. However, as we have concluded
that Seenu’s Wage Payment Act, breach of contract and promissory estoppel claims all failed for
independent and sufficient reasons, we need not discuss these other bases relied upon by the court
in granting defendants’ motion for summary judgment.
¶ 46 F. The Motion to Compel
¶ 47 Related to Seenu’s argument that the circuit court erred by granting defendants summary
judgment because he could not quantify his damages, Seenu also posits that the court erred when
it denied his motion to compel and subsequent motion to reconsider. In that motion, Seenu sought
to obtain information about the amounts of bonuses paid to Radix employees prior to 2020, which
he claimed would have allowed him to calculate with precision the amount of bonuses owed to
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him in 2020. Assuming arguendo that the court erred by failing to compel that discovery, any error
was harmless because the court’s failure to compel had no impact on Seenu’s ability to withstand
summary judgment based on the reasons we have stated. See In re K.I., 2016 IL App (3d) 160010,
¶ 56 (“Any error in failing to compel discovery is harmless where it does not affect the outcome
in the trial court.”). Consequently, we need not address whether the court erred by failing to compel
discovery about the amounts of bonuses paid to Radix employees prior to 2020, as any such error
would have been harmless.
¶ 48 III. CONCLUSION
¶ 49 For the foregoing reasons, we affirm the judgment of the circuit court of Cook County.
¶ 50 Affirmed.
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