Ceres, 500 N.E.2d at 7 (citation omitted).
As in Michaels, we believe the allegations here are more than sufficient to fall within the Ceres definition of equitable estoppel. Genin alleges that it reach oral agreement with Integra for an exclusive license, but that executing the final draft of the contract was delayed at Integra's request while Integra tried to resolve litigation with a former licensee. On January 7, 1992, Integra's Pantaleo wrote to Genin, saying that Integra would like to delay signing the contract because of those concerns, but making it plain that "our intention is to move forward with [Genin]." (Am. Compl. P 13 (a) & Ex. A.) Integra told Genin to fill orders from Disney immediately, (Am. Compl. P 13(a)), announced to buyers that Genin was its new representative, (Am. Compl. P 13(b)), and asked Genin to incorporated certain information on the product labels. (Am. Compl. P 13(d)). Further, in a letter dated January 5, 1992 Integra recommended that Genin issue a press release concerning the license, (Am. Compl. P 13(c)), which said: "I think your best 'release' should simply acknowledge that you are now 'the newly assigned exclusive distributor of the original Splashies . . . ." (Am. Compl. Ex. C).
Apparently, as this was going on, Integra was negotiating with Defendant Zak Designs for the very same license on the Splashies.
Given our consideration of "all the circumstances of the case," as alleged, Ceres, 500 N.E.2d at 7, it is clear that "conscience and [the] duty of honest dealing," id., should deny Integra the right to repudiate the consequences of the its representations. Ceres, 500 N.E.2d at 7. The Amended Complaint sufficiently states allegations that fall with the Ceres definition of estoppel, and the motion to dismiss Count III is denied.
B. Partial Performance
Count I of the Amended Complaint seeks specific performance of the agreement and Count II seeks damage for "breach of agreement." While the Defendants have moved to dismiss these Counts under the Statute of Frauds, Genin argues that the doctrine of partial performance voids the statute here.
As a general rule in Illinois, the Statute of Frauds will not bar the enforcement of a contract where there has been sufficient partial performance of a contract in reliance upon the other party's promises or conduct and where it is impossible to restore the parties to the status quo. Dresser Indus. v. Pyrrhus, 936 F.2d 921, 929 (7th Cir. 1991) (citations omitted); Vail v. Bd. of Educ. of Paris Union Sch. Dist. No. 95, 706 F.2d 1435, 1440 (7th Cir. 1983); Cohn v. Checker Mtrs., 233 Ill. App. 3d 839, 599 N.E.2d 1112, 1116-17, 175 Ill. Dec. 98 (Ill. App. Ct. 1992) (citations omitted); Dickens, 245 Ill. App. 3d 1055, 615 N.E.2d 381, 385, 185 Ill. Dec. 822. (citations omitted). For specific performance of an oral contract that would normally be unenforceable under the Statute of Frauds, the court must find clear and unambiguous terms, partial performance by the party seeking to enforce the contract, and that the acts alleged as partial performance were attributable exclusively to the contract. Leekha, 224 Ill. App. 3d 342, 586 N.E.2d 557, 562, 166 Ill. Dec. 599 (citations omitted).
However, '"only where the parties do not have equal knowledge, or access thereto, or where there are other peculiar circumstances inducing the injured party to rely solely on the representation of the other will a person be found to have justifiably relied upon the other's representations."' Dresser, 936 F.2d at 929 (quoting Runnemede Owners v. Crest Mortgage Corp., 861 F.2d 1053, 1058 (7th Cir. 1988) (quoting Luciani v. Bestor, 106 Ill. App. 3d 878, 436 N.E.2d 251, 256, 62 Ill. Dec. 501 (Ill. App. Ct. 1982))). Further, mere acts of preparation to perform are not partial performance of a contract. Leekha, 586 N.E.2d at 563.
Several questions arise here. At this stage of the proceedingr we cannot possibly address whether "peculiar circumstances'" Dresser, id., justified Genin's reliance on Integra's assurances.
Further, it is not clear that money damages cannot return Genin to the status quo. If that is the case, a claim for specific performance on a partial performance theory is inappropriate. Dickens, 245 Ill. App. 3d 1055, 615 N.E.2d 381 at 385, 185 Ill. Dec. 822 (quoting Culbertson v. Carruthers, 66 Ill. App. 3d 47, 383 N.E.2d 618, 623, 22 Ill. Dec. 810 (Ill. App. Ct. 1978)).
Finally, and perhaps most importantly, it is unclear whether Genin's acts in reliance were actually partial performance of the contract or merely preparatory acts. A review of the allegations of the Amended Complaint indicates that Genin merely undertook preparation to perform but did not begin to perform. Paragraph 27 alleges, inter alia, the following acts of partial performance undertaken by the Plaintiff:
a. solicited and accepted orders for the Products