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Trade Center Inc. v. Dominick's Finer Foods Inc.

April 20, 1999

TRADE CENTER, INC., AN ILLINOIS CORPORATION, PLAINTIFF-APPELLANT,
v.
DOMINICK'S FINER FOODS, INC., A DELAWARE CORPORATION, DEFENDANT-APPELLEE.



The opinion of the court was delivered by: Justice Cousins

Appeal from the Circuit Court of Cook County

No. 97 L 14596

The Honorable David Lichtenstein, Judge Presiding.

This case arises from a contract dispute concerning the amount of compensation to be paid to the plaintiff for running a promotional program at certain of the defendant's stores. The parties stipulated to most of the relevant facts, so all that remained for the trial court was a narrow contract interpretation issue. The parties filed cross-motions for summary judgment, and the trial court ruled in favor of the defendant. The plaintiff now asks this court to reverse the order granting summary judgment to the defendant and to remand with directions to enter summary judgment for the plaintiff.

We affirm.

BACKGROUND

Dominick's Finer Foods, Inc. (Dominick's), the defendant in this action, operates a chain of grocery stores in the Chicago metropolitan area. The Trade Center, Inc. (Trade Center), the plaintiff, designs and assists in the implementation of marketing promotions. This case arises from a contract dispute concerning the amount of compensation to be paid to the Trade Center for running a promotional program at certain Dominick's stores for a trial period.

Dominick's, like its main competitor, Jewel, offered a discount card to customers who signed up for it. Certain discounts were available exclusively to customers presenting this card when they purchased their groceries. Dominick's called this the "Fresh Values Card" (Fresh Card). Patrons who used the Fresh Card tended to be loyal customers. The Fresh Card could not be used at all Dominick's stores.

Dominick's wished to make its discount card program more attractive than Jewel's. In order to do so, it contracted with the Trade Center to provide an extra benefit for its Fresh Card customers. The Trade Center's marketing plan was known as "Smart Money," or "Mega Money."

Customers displaying the Fresh Card at the time of purchase would receive certificates made out in dollar amounts equaling one fourth of the money spent. For example, if a customer with a Fresh Card spent $100, he or she would be given $25 in Smart Money certificates. The customer could then use these certificates as cash to pay a certain percentage the price of goods or services at any of about 20 other stores, referred to by the parties as "participating retail partners." For example, if the allowable percentage were 50%, a customer could buy a $50 item at such a store for $25 cash and $25 in Smart Money certificates.

Dominick's and the Trade Center agreed to conduct a 12-week trial run of the Smart Money plan at four grocery stores before implementing it throughout the Dominick's chain. In order to evaluate the impact of the Smart Money plan more accurately, sales figures at the test stores were compared with sales figures at a control group of stores that did not participate in the test. None of the control stores used the Fresh Card. Under the agreement, the Trade Center was to receive compensation based on the increase in sales that the four test stores experienced over the trial period. Unfortunately, the contract did not specify whether the relevant sales figure was the increase in total sales or the increase in sales to Fresh Card customers. Dominick's advocates the former interpretation, while the Trade Center advocates the latter.

As it happens, Dominick's total sales in the test stores did not increase by a statistically significant amount during the trial period. However, the proportion of those sales made to Fresh Card customers did rise significantly. In short, total sales remained steady while Fresh Card sales increased. As a result, if Dominick's interpretation is correct, the Trade Center is not entitled to any compensation. Conversely, if the Trade Center's interpretation is correct, it is entitled to approximately $225,000. The Trade Center filed suit for breach of contract requesting damages in this amount.

The parties stipulated to most of the relevant facts. All that was left for the trial court was the narrow contract interpretation issue. The parties filed cross-motions for summary judgment, and the trial court ruled in favor of Dominick's. The Trade Center now asks this court to reverse the order granting summary judgment to Dominick's and to remand with directions to enter summary judgment for the Trade Center.

ANALYSIS

I.

Courts attempt to give effect to the intent of the parties in construing a contract. Omnitrus Merging Corp. v. Illinois Tool Works, Inc., 256 Ill. App. 3d 31, 34, 628 N.E.2d 1165, 1168 (1993). We consider the contract as a whole in order to ascertain the intent of the parties. Wilson v. Wilson, 217 Ill. App. 3d 844, 850, 577 N.E.2d 1323, 1327 (1991).The contract provided that the Trade Center's compensation was to be calculated in accord with a table in "Attachment B," and a formula in "Attachment C."

"Immediately following expiration and evaluation of the test of the Program at Dominick's, Dominick's will, within thirty (30) days after receipt of the evaluation results, pay the Trade Center, as consideration for the Trade Center's above-mentioned program responsibilities as per Attachment B, in accordance with the available results. The evaluation of the Smart Money Program will be designed and ...


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