Appeal from the Circuit Court of Winnebago County. No. 97--L--0409 Honorable Ronald L. Pirrello, Judge, Presiding.
The opinion of the court was delivered by: Justice Callum
Plaintiffs, Action Construction & Restoration, Inc., and James Pickens, sued defendant, West Bend Mutual Insurance Company, for breach of oral contract, common-law fraud, equitable estoppel, and promissory estoppel. The breach of oral contract and common-law fraud counts were tried before a jury, and the jury found in Action's favor on both counts. On appeal, West Bend argues that (1) the jury's verdict on the contract and fraud counts was not supported by the evidence, (2) the trial court erred in denying West Bend's motion for a new trial based on newly discovered evidence, and (3) the trial court erred in denying West Bend's request for remittitur. In its cross-appeal, Action argues that the trial court erred in (1) denying Action's request for punitive damages, attorney fees, and statutory interest and (2) reducing the jury's verdict from $479,732.39 to $450,615. Because we conclude that the jury's verdict on the oral contract count is legally inconsistent with its verdict on the common-law fraud count, we reverse and remand for a new trial.
On March 29, 1997, a fire destroyed most of the factory owned by Burmac Metal Finishing Co. Burmac's factory was insured by West Bend. An adjuster for West Bend hired Action to secure the building and perform some preliminary board-up work. According to Action's president, James Pickens, the West Bend adjuster then directly hired Action to perform whatever work was necessary to "get Burmac back in operation." In the end, Action performed restoration work totaling more than $450,000.
West Bend vehemently denies directly hiring Action for anything other than the preliminary board-up work. According to West Bend, Action was hired by Burmac, which expected to pay Action with the proceeds of its West Bend insurance coverage. As it turns out, West Bend denied Burmac's fire loss claim and refused to pay Action directly for any of the work performed.
Action then sued West Bend for (1) breach of oral contract, (2) common-law fraud, (3) equitable estoppel, and (4) promissory estoppel. The jury found in Action's favor on the contract and fraud counts and entered a $479,732.39 verdict. After entering judgment on the jury's verdict (which the trial court reduced to $450,615), the trial court also found in Action's favor on both estoppel counts and entered an $18,897.28 judgment. This timely appeal followed.
To prove breach of contract, Action had to prove (1) the existence of a valid and enforceable contract, (2) substantial performance by Action, (3) a breach by West Bend, and (4) resulting damages. See Klem v. Mann, 279 Ill. App. 3d 735, 740-41 (1996). For an oral contract to be valid and enforceable, its terms must be definite and consistent. Trittipo v. O'Brien, 204 Ill. App. 3d 662, 672 (1990). When it appears that the language used or the terms proposed are understood differently by the parties, there is no meeting of the minds and no contract exists. Trittipo, 204 Ill. App. 3d at 672.
Here, the jury was instructed not only on breach of contract but also on West Bend's affirmative defenses. One of West Bend's affirmative defenses was that "no oral contract was created because as a condition precedent to an enforceable contract Burmac had to have insurance coverage." The jury not only returned a verdict in plaintiff's favor but also answered the following special interrogatory in the negative:
"Did Plaintiff know or should it have known that Defendant's obligation to pay Plaintiff for restoration and construction services was contingent upon an obligation on the part of Defendant to pay insurance benefits under its policy with Burmac?"
Thus, by finding in Action's favor on the breach of contract claim, the jury necessarily found that Action and West Bend had a meeting of the minds and that West Bend's obligation to pay was in no way contingent upon the availability of Burmac's insurance coverage.
On the common-law fraud count, the jury was instructed that Action had the burden of proving, among other things, that "the defendant, through its agent, made "[a] false statement of fact and knowingly concealed or withheld from the plaintiff material facts with the intent to deceive the plaintiff and induce the plaintiff to perform certain restoration and construction work." The jury was further instructed:
"Plaintiff *** claims that the defendant, through its agent, knowingly concealed or withheld from [it] the following facts:
(a) That defendant's willingness to pay plaintiff for the restoration and construction work was contingent upon the terms of the defendant's ...