The Potomac Group, Inc. v. Sanchez

2026 IL App (1st) 242102-U

• Court: Appellate Court of Illinois
• Decided: March 30, 2026
• Docket: 1-24-2102
• Status: Unpublished

Opinion

2026 IL App (1st) 242102-U

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).

FIRST DIVISION March 30, 2026 No. 1-24-2102 ______________________________________________________________________________

IN THE APPELLATE COURT OF ILLINOIS FIRST DISTRICT ______________________________________________________________________________

THE POTOMAC GROUP, INC., ) Appeal from the ) Circuit Court of Plaintiff-Appellant, ) Cook County ) v. ) No. 19 CH 5328 ) OTONIEL SANCHEZ, ) The Honorable ) Caroline Kate Moreland, Defendant-Appellee. ) Judge Presiding.

PRESIDING JUSTICE FITZGERALD SMITH delivered the judgment of the court. Justices Howse and Cobbs concurred in the judgment.

ORDER

¶1 Held: The appellate court affirms the trial court’s order granting defendant’s motion for summary judgment on plaintiff’s claims for breach of contract and specific performance and denying plaintiff’s motion for partial summary judgment on its claim for specific performance.

¶2 The plaintiff, The Potomac Group, Inc., appeals from the trial court’s order granting a cross-

motion for summary judgment in favor of the defendant, Otoniel Sanchez, on the plaintiff’s two-

count first amended complaint for breach of contract and specific performance. By that same order,

the trial court denied the plaintiff’s motion for partial summary judgment on the count for specific

performance, which the plaintiff also appeals. We affirm the judgment of the trial court. No. 1-24-2102

¶3 BACKGROUND

¶4 The present cause of action concerns a contract dispute between the plaintiff and the

defendant arising from a contract for the sale and purchase of real estate. The summary judgment

record discloses the following facts pertinent to this appeal.

¶5 The subject property at issue in this case involves approximately 34 lots within a subdivision

called the Reserve at Maynegaite, on South Nottingham Court in Olympia Fields. A townhome

had been constructed on one of the lots, and 33 others were vacant. 1 The defendant had taken

possession of the subject property in December 2018 after successfully bidding at a judicial sale

in mortgage foreclosure proceedings involving this same property. The defendant recorded a

sheriff’s deed on January 10, 2019.

¶6 The defendant’s intent for the subject property was to immediately sell it to the plaintiff. To

this end, the plaintiff and the defendant entered into the subject contract on January 23, 2019. The

contract included a legal description of the subject property, with the lot improved by the

townhome being described as “Lot 1” and the vacant lots being described as “Lots 3 to 35.” The

contract contained the following provisions pertinent to this appeal, with the plaintiff being

referred to as “Buyer” or “Purchaser” and the defendant referred to as “Seller.”

“3. Purchase Price. The total purchase price for the Property and lots is $255,000 (Net

Proceeds). Buyer will pay $100.00 (the ‘Earnest Money’) upon the execution of this

Agreement and then pay the remaining of the purchase price at closing.

4. Taxes. If the Seller must redeem the sold real estate taxes prior to closing, Buyer

agrees to add the amount of the redemption plus 10% to the net proceeds to be paid to the

1 The plaintiff’s briefing states that the sale at issue involved 33 vacant lots, while the defendant’s briefing states that only 32 vacant lots were sold. Neither party argues this discrepancy is relevant to the outcome of this appeal.

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Seller. Net Proceeds shall not be reduced by the Seller’s pre-payment of the sold property

taxes.

5. Seller Credit. Seller shall credit Buyer 20% of the Purchase Price plus the proceeds

from the sale of Lot 1 or Lots 3-35 if sold prior to the closing of this Purchase Agreement

including seller’s customary closing costs. The proceeds from any pre closing sale will

reduce the amount Purchaser needs to close this transaction by the total of those proceeds.

Seller shall not pay any settlement/closing costs/transfer taxes. All closing costs, settlement

charges, transfer taxes, etc. shall be paid by the Buyer.

***

7. Closing

i. Closing Date. Closing will occur on March 25, 2019 (the ‘Closing Date’), at

which point Seller will transfer title to the Property to Buyer. However, either Party

may unilaterally delay closing for any reason. If closing is delayed or extended as

permitted by this Agreement, the Closing Date for purposes of this Agreement will be

the date on which closing actually occurs. If buyer fails to close by March 25, 2019,

Seller will extend the contract for an additional 30 days in exchange for an increase in

the net proceeds to $285,000.00.

14. Cancellation of Agreement. This agreement can not be cancelled prior to the

expiration of the 90 days following its execution.”

¶7 It is undisputed that the closing contemplated for March 25, 2019, did not occur on that date.

Instead, verified pleadings from a separate lawsuit filed by the plaintiff and made part of the

summary judgment record in this case indicate that on March 18, 2019, the plaintiff had entered

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into a separate agreement to sell 25 of the vacant lots it was buying from the defendant to buyers

named David Pezzola and Brian Sak for $750,000. The closing on this separate sale between the

plaintiff and Pezzola/Sak was scheduled for March 21, 2019, but it was extended into April while

Pezzola and Sak sought financing. The separate agreement between the plaintiff and Pezzola/Sak

was terminated on April 11, 2019, after close of business.

¶8 Meanwhile, on Monday, April 8, 2019, the attorneys representing the plaintiff and the

defendant in the transaction at issue agreed to schedule the closing for later that week. In an e-mail

dated April 8, 2019, defendant’s attorney Stanley Czaja sent plaintiff’s attorney Keith Spence a

closing statement setting forth a total purchase price of $319,064.54. This sum reflected an increase

in the net proceeds to $285,000 due to the closing being extended past March 25, 2019, as

contemplated by paragraph 7(i) of the contract above. It also reflected $34,064.54 to reimburse the

defendant for redeemed taxes, pursuant to paragraph 4 of the contract above.

¶9 On April 9, 2019, plaintiff’s attorney Spence sent an e-mail to defendant’s attorney Czaja

that stated, “Pursuant to paragraph 5 of the Purchase Agreement, Seller shall credit Buyer 20% of

the purchase price. Based on the purchase price of $255,000, the credit is $51,000. Please amend

Seller’s closing statement to reflect the credit.” Czaja responded to Spence on April 10, 2019, in

an e-mail that stated:

“I have discussed your email with the Seller. Paragraph 5 is only operative in the event

that the Seller sold either Lot 1 or Lots 3-35 prior to this closing, as the value of the combines

[sic] parcels would be diminished because all of them wouldn’t be tendered to the Purchaser.

In this case, Seller has not tendered any of the parcels to a third party or to your client. As

such, Paragraph 5 is inoperative and the total purchase price of $319,064.54 still applies.”

¶ 10 No further communication between the attorneys is reflected in the record until April 29,

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2019, when defendant’s attorney Czaja sent plaintiff’s attorney Spence an e-mail stating: “To date,

we have not closed the subject transaction. Seller has been ready, willing and able to close this

transaction. At this time, I have no choice but to declare the contract null and void based on

Purchaser’s inability to close the transaction.” On May 1, 2019, Spence responded to Czaja by an

e-mail stating, “The buyer has been ready, willing and able to close based on the terms set forth in

the agreement. The seller’s inability to produce an acceptable payoff caused the delay.” The

following day, Spence sent an e-mail to Czaja forwarding a copy of the complaint for breach of

contract and specific performance that the plaintiff had filed in this case on April 25, 2019.

¶ 11 Count I of the complaint alleged that the defendant had breached the parties’ contract by

failing and refusing to convey the subject property pursuant to the terms of the agreement and by

refusing to give the plaintiff the 20% credit that was anticipated and negotiated. In count I, the

plaintiff sought money damages “including expectation damages in an amount in excess of

$700,000.” In count II for specific performance, the plaintiff sought an order decreeing that the

defendant shall convey the subject property to it and that the plaintiff was “to pay the purchase

price of $285,000 less a 20% credit to Plaintiff as set forth in the agreement.” On October 29,

2019, the plaintiff filed a first amended complaint, which made no changes to the material

allegations against the defendant.

¶ 12 On February 8, 2023, the plaintiff filed a motion for partial summary judgment on count II

for specific performance. The plaintiff argued in summary that there was no genuine issue of

material fact that the parties had a binding agreement for the purchase of real estate; that the

plaintiff was ready, willing, and able to perform its part of the agreement; and that the defendant

refused and continued to refuse to close on the sale. The plaintiff’s motion was substantiated by

the affidavit of its manager, Frederick Billings.

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¶ 13 Thereafter, the defendant filed a response to the plaintiff’s motion for partial summary

judgment and also filed a cross-motion for summary judgment on both counts of the first amended

complaint. In both, the defendant’s essential argument was that he had acted within his contractual

rights by cancelling the contract after the parties had not closed within 90 days of contracting. He

argued that the plaintiff’s demanding of a 20% credit of the purchase price to which it was not

entitled under paragraph 5 or any other contractual provision, together with its filing of this lawsuit

seeking enforcement of this credit, constituted anticipatory repudiation by the plaintiff that excused

the defendant’s performance. The defendant further argued that genuine issues of material fact

existed as to whether the plaintiff was ready, willing, and able to perform at the time due to Pezzola

and Sak terminating their separate agreement to purchase the 25 lots on April 11, 2019, and the

loss to the plaintiff of the anticipated funding from that sale. The defendant’s response and cross-

motion were substantiated by the affidavit of Czaja.

¶ 14 On December 11, 2023, the trial court entered an order granting the defendant’s cross-motion

for summary judgment as to both counts and denying the plaintiff’s motion for partial summary

judgment on the count for specific performance. The trial court’s first consideration was whether

paragraph 5 of the contract entitled the plaintiff to a 20% credit of the purchase price regardless of

whether the townhome or any vacant lots were sold prior to closing. The trial court found that the

plain meaning of paragraph 5 was that the plaintiff was only entitled to a 20% credit if the

defendant sold Lot 1 or Lots 3-35 prior to the closing. As no such sale occurred, the trial court

further found that the plaintiff’s demand for a 20% credit and its rejection of the closing statement

omitting such credit was improper. As a result, the plaintiff could not show that it complied with

the terms of the contract or that was willing to perform the contract according to its terms.

¶ 15 The trial court’s second consideration was that, read together, paragraphs 7(i) and 14 of the

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contract allowed either party to cancel it if closing had not occurred within 90 of the contract’s

execution. As it was undisputed that closing had not occurred by April 29, 2019, and that this was

more than 90 days after the date of contracting, the trial court found the defendant’s cancellation

of the contract had been proper. Accordingly, the court found that there was no evidence

supporting a cause of action for breach of contract or specific performance and that the defendant

was therefore entitled to summary judgment on both counts I and II of the first amended complaint.

¶ 16 Following additional motion practice not pertinent to this appeal, the plaintiff filed a timely

notice of appeal challenging the trial court’s rulings on summary judgment.

¶ 17 ANALYSIS

¶ 18 On appeal, the plaintiff’s argument is that the trial court misinterpreted paragraph 5 of the

parties’ contract by concluding that it did not entitle the plaintiff to receive a 20% credit of the

purchase price if neither the townhome nor any of the vacant lots comprising the subject property

were sold prior to the closing date. The plaintiff’s position is that the contractual intent of

paragraph 5 was to allow the plaintiff a 20% credit regardless of whether any lots were sold. The

plaintiff argues that paragraph 5 is at least ambiguous on this point and that the ambiguity should

be resolved in its favor. The plaintiff contends that, as a result of this misinterpretation, the trial

court erred by ruling that the defendant was entitled to summary judgment on its counts for breach

of contract and specific performance and that the trial court instead should have entered partial

summary judgment in the plaintiff’s favor on the count for specific performance.

¶ 19 Summary judgment is appropriate in those cases where the pleadings, depositions,

admissions, and affidavits on file show that there is no genuine issue as to any material fact and

that the moving party is entitled to judgment as a matter of law. 735 ILCS 5/2-1005(c) (West

2024). The record must be construed strictly against the party moving for summary judgment and

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liberally in favor of the party opposing it, and summary judgment should only be entered where

the moving party’s right to judgment is clear and free from doubt. Givens v. City of Chicago, 2023

IL 127837, ¶ 46. We undertake de novo review of a trial court’s summary judgment rulings. Id.

¶ 20 As stated, the plaintiff’s causes of action in this case are for breach of contract and specific

performance. To recover for breach of contract, the plaintiff must prove that (1) a contract exists

between it and the defendant, (2) the plaintiff performed its obligations under the contract, (3) the

defendant did not perform his obligations under the contract, and (4) damages resulted from the

breach. Archon Construction Co. v. U.S. Shelter, L.L.C., 2017 IL App (1st) 153409, ¶ 55. A claim

for specific performance requires the plaintiff to prove (1) the existence of a valid, binding, and

enforceable contract, (2) that the plaintiff complied with the terms of that contract or was ready,

willing, and able to perform the terms of the contract, and (3) that the defendant failed or refused

to perform his part of the contract. Lobo IV, LLC v. V Land Chicago Canal, LLC, 2019 IL App

(1st) 170955, ¶ 64.

¶ 21 Our threshold consideration is whether the plaintiff could prove that the defendant failed or

refused to perform his contractual obligations by demanding the plaintiff close for a purchase price

higher than what the parties had agreed to by contract. This requires us to interpret whether

paragraph 5 obligated the defendant, as of the anticipated closing date during the week of April 8,

2019, to allow the plaintiff a 20% credit off the purchase price, even though it is undisputed that

no lots had been sold prior to that anticipated closing date. As with any issue of contract

interpretation, our objective is to ascertain and give effect to the intent of the parties at the time

they formed the contract. Matthews v. Chicago Transit Authority, 2016 IL 117638, ¶ 77. In doing

this, we first look to the language of the contract itself to determine the parties’ intent. Thompson

v. Gordon, 241 Ill. 2d 428, 441 (2011). We construe the contract as a whole, viewing each

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provision in light of the other provisions. Id. We may not determine intent by viewing a clause or

provision in isolation or by looking to detached portions of the contract. Id. If the words of the

contract are clear and unambiguous, then they must be given their plain, ordinary, and popular

meaning. Id. However, if the language of the contract is reasonably susceptible to more than one

meaning, it is ambiguous. Id. If the contract language is ambiguous, a court can consider extrinsic

evidence to determine the parties’ intent. Id. Mere disagreement by the parties about the meaning

of contractual language does not mean that it is ambiguous. Lease Management Equipment Corp.

v. DFO Partnership, 392 Ill. App. 3d 678, 686 (2009). We will consider only reasonable

interpretations of contract language, and we will not strain to find an ambiguity where one does

not exist. Id.

¶ 22 To reiterate what is set forth in greater detail in the background above, paragraphs 3 and 5 of

the parties’ contract state:

“3. Purchase Price. The total purchase price for the Property and lots is $255,000 (Net

Proceeds). Buyer will pay $100.00 (the ‘Earnest Money’) upon the execution of this

Agreement and then pay the remaining of the purchase price at closing.

5. Seller Credit. Seller shall credit Buyer 20% of the Purchase Price plus the proceeds

from the sale of Lot 1 or Lots 3-35 if sold prior to the closing of this Purchase Agreement

including seller’s customary closing costs. The proceeds from any pre closing sale will

reduce the amount Purchaser needs to close this transaction by the total of those proceeds.

Seller shall not pay any settlement/closing costs/transfer taxes. All closing costs, settlement

charges, transfer taxes, etc. shall be paid by the Buyer.”

¶ 23 The plaintiff argues that paragraph 5 entitled it to a 20% credit of the purchase price

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regardless of whether any of the lots were sold prior to the closing. The plaintiff emphasizes the

mandatory word “shall” in the first sentence. It then argues that “plus” is defined as “ ‘with the

addition of,’ ” and it contends that this “means that the 20% credit was going to be provided, with

the addition of the proceeds from the lots if the lots were sold.” It also argues that “plus” acts to

separate two distinct components: “a fixed 20% credit and an additive, conditional element of

proceeds from sales.” It contends that the word “if” modifies only “the proceeds from the sale of

Lot 1 or Lots 3-35,” which is what the contract contemplated could be sold, and that it does not

modify the entire credit.

¶ 24 The plaintiff further argues that the phrase “including seller’s customary closing costs” in the

first sentence supports its interpretation by implying that the 20% credit encompasses those costs

as a fixed concession, incentivizing the buyer in a transaction where the price could increase for

delays, as occurred here. It argues that the second sentence also supports its interpretation by

explicitly reiterating the conditional treatment of sale proceeds but omitting any mention that the

20% credit is conditional. The plaintiff argues that interpreting the 20% credit as conditional would

render it surplusage unless lots were sold, and it contends that interpreting it this way would violate

the rule that a contract must be interpreted so as not to render any of its terms meaningless or

surplusage. See Kerton v. Lutheran Church Extension Fund, 262 Ill. App. 3d 74, 77 (1994).

¶ 25 Finally, the plaintiff argues that the trial court placed undue emphasis on the absence of a

comma in the first sentence of paragraph 5. It then engages in a lengthy discussion of comma usage

and dependent and independent clauses, which we need not articulate in detail. We recognize that

the plaintiff’s position is that under rules of grammar and punctuation, the fact that there is not a

comma in the first sentence of paragraph 5 does not mean that it is prevented from receiving a

credit at closing regardless of whether any lots were sold.

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¶ 26 Having fully considered the plaintiff’s arguments, we reject them and instead concur with the

trial court that the plain meaning of paragraph 5 is that the plaintiff was entitled to a 20% credit

only if the defendant sold Lot 1 or Lots 3-35 prior to the closing. Although paragraph 5 is not a

model of contract draftsmanship, we find that its meaning is sufficiently clear and that it is not

reasonably susceptible to the interpretation that the plaintiff seeks to ascribe to it. Reasonably

interpreted, paragraph 5 contemplates that the defendant had some right prior to closing to sell the

townhome or one or more of the vacant lots, presumably to a buyer other than the plaintiff; if that

happened, the plaintiff agreed to complete the purchase of those lots not sold but would receive a

credit off the total purchase price due to the prior sale. Paragraph 5 contemplates the allowance of

one credit if such sale occurred, the precise value of which would depend on how many lots were

sold in the prior sale. Paragraph 5 thus provides how the value of that credit would be calculated:

“20% of the Purchase Price plus the proceeds from the sale of Lot 1 or Lots 3-35 *** including

seller’s customary closing costs.” (Emphasis added.) The word “plus” strongly indicates that the

parties contemplated a single credit, the value of which was to be calculated by adding those two

components. We find it unlikely that the parties would have used the word “plus” in this way if

they intended that the 20% credit component was to apply regardless of whether any sale occurred

but that the sale-proceeds credit component was contingent on a sale occurring.

¶ 27 We further find the plaintiff’s interpretation of paragraph 5 as entitling it to a 20% credit off

the purchase price in all cases to be unreasonable in light of the other provisions of the parties’

contract. Specifically, paragraph 3 is titled “Purchase Price” and states that the total purchase price

for the property and lots is $255,000. We agree with the defendant’s argument that, if the parties

had intended that the plaintiff be allowed a 20% credit off that price in all instances regardless of

any contingency, it would have made far more sense for them to have simply lowered the original

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purchase price by 20% in paragraph 3. The fact that they instead referred to the 20% credit in

paragraph 5 within a sentence that contained a contingency supports our interpretation that they

intended the allowance of a 20% credit to be contingent on a sale of lots occurring prior to closing.

¶ 28 In light of this interpretation of paragraph 5, we hold that the plaintiff has failed to raise any

genuine issue of material fact about whether the defendant failed or refused to perform his

contractual obligations when he refused to allow a 20% credit off the total purchase price in

anticipation of a closing during the week of April 8, 2019. As the plaintiff raises no other argument

on appeal regarding the defendant’s alleged failure to comply with his contractual obligations,

including whether he rightfully cancelled the contract under sections 7(i) and 14 on April 29, 2019,

we have no basis to address any further issues. The trial court’s granting of summary judgment in

favor of the defendant on both counts of the plaintiff’s first amended complaint, along with its

denial of partial summary judgment in favor of the plaintiff, was proper and is affirmed.

¶ 29 CONCLUSION

¶ 30 For the foregoing reasons, the judgment of the trial court is affirmed.

¶ 31 Affirmed.

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