In 1801 W. Irving, LLC v. Splitt Architects, Ltd., 2013 IL App (1st) 121357-U (September 12, 2013) a plaintiff developer sued an architect for breach of an oral contract and for implied indemnity in connection with the construction of a condominium building.
The trial court struck all counts of the developer’s amended complaint and the developer appealed.
Held: Affirmed in part; reversed in part.
Breach of Oral Contract Claim
The court found the claimed oral contract was too indefinite to be enforced.
Illinois requires that a contract’s material terms be sufficiently definite and certain so that the court can determine what the parties agreed to. ¶¶ 30-31.
While certain nonessential terms can be missing, the parties’ failure to agree upon an essential term signals that mutual assent is lacking.
The court found several key terms were missing from oral contract including basic compensation terms. For support, the court cited the developer’s deposition admission that the contract terms were in constant flux. ¶ 31.
Motion to Reconsider
The Court sustained the trial court’s denial of the developer’s motion to reconsider summary judgment for the architect. A motion to reconsider’s purpose is to bring to the court’s attention (1) newly discovered evidence, (2) changes in the law, or (3) errors in the court’s prior application of law. ¶ 33;
“Newly discovered evidence” means evidence that was not in existence at the hearing which generated the order being attacked.
Since the developer supported its motion to reconsider with its agent’s affidavit – an affidavit that wasn’t filed with its summary judgment response – the developer didn’t meet the newly discovered evidence test and the Court correctly refused to consider the affidavit. ¶¶ 28, 33-34.
The Court did find there was an implied-in-fact contract between the developer and architect.
An implied-in-fact contract, unlike an express contract, results from the parties’ acts and conduct.
A contract implied-in-fact is one where a contractual obligation is imposed by the court due to some “expression or promise that can be inferred from the facts and circumstances.” ¶ 40
The Court found the developer adequately pled an implied-in-fact contract. The allegations that the architect and developer worked together on the project for several years without incident reflected a tacit services-for-compensation arrangement. ¶ 22.
Take-aways: A valid breach of contract claim requires that material terms be sufficiently definite and that there is a meeting of the minds on them;
A motion to reconsider based on newly discovered evidence means that the evidence didn’t exist at the time the challenged order entered;
An implied-in fact contract can present a fallback theory to breach of an express contract (if no formal contract exists) where the parties’ conduct indicates a mutual relationship with reciprocal performance and compensation.