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OCEAN ATLANTIC DEVELOPMENT CORP. v. WILLOW TREE FARM

March 17, 2004.

OCEAN ATLANTIC DEVELOPMENT CORPORATION, a Virginia Corporation, Plaintiff,
v.
WILLOW TREE FARM, L.L.C., DRH CAMBRIDGE HOMES, INC., a California Corporation, ELDA ARNHOLD, and BYZANTIO, L.L.C., Defendants



The opinion of the court was delivered by: JOAN H. LEFKOW, District Judge

MEMORANDUM OPINION AND ORDER

Plaintiff, Ocean Atlantic Development Corporation ("Ocean Atlantic"), has filed a three-count first amended complaint against defendants, Willow Tree Farm, L.L.C. ("Willow Tree"), DRH Cambridge Homes, Inc. ("DRH Cambridge"), Elda Arnhold ("Arnhold") and Byzantio, L.L.C. ("Byzantio"). In Count I, Ocean Atlantic seeks specific performance of a contract it entered with Willow Tree. In Count II, Ocean Atlantic, in the alternative, seeks damages for breach of contract against Willow Tree. In Count III, Ocean Atlantic alleges that DRH Cambridge, Arnhold and Byzantio tortiously interfered with the contract between Ocean Atlantic and Willow Tree. Ocean Atlantic is a Virginia corporation with its principal place of business in Alexandria, Virginia. Willow Tree is an Illinois limited liability company with its members being citizens of either Illinois or Florida. DRH Cambridge is a California corporation with its principal place of business in Libertyville, Illinois. Arnhold is a citizen of Illinois. Byzantio is Page 2 an Illinois limited liability company with all of its members being citizens of the State of Illinois. The amount in controversy exceeds $75,000 exclusive of interests and costs. Thus, this court's jurisdiction is invoked under 28 U.S.C. § 1332(a)(1) (diversity). Before the court are the parties' cross-motions for summary judgment. For the reasons stated below, Ocean Atlantic's motion is denied while defendants' motion is granted.

SUMMARY JUDGMENT STANDARDS

  Summary judgment obviates the need for a trial where there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law. Fed.R.Civ.P. 56(c). To determine whether any genuine fact exists, the court must pierce the pleadings and assess the proof as presented in depositions, answers to interrogatories, admissions, and affidavits that are part of the record. Fed R. Civ. P. 56(c) Advisory Committee's notes. The party seeking summary judgment bears the initial burden of proving there is no genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). In response, the non-moving party cannot rest on bare pleadings alone but must use the evidentiary tools listed above to designate specific material facts showing that there is a genuine issue for trial. Id. at 324; Insolia v. Philip Morris Inc., 216 F.3d 596, 598 (7th Cir. 2000). A material fact must be outcome determinative under the governing law. Insolia, 216 F.3d at 598-99. Although a bare contention that an issue of fact exists is insufficient to create a factual dispute, Bellaver v. Quanex Corp., 200 F.3d 485, 492 (7th Cir. 2000), the court must construe all facts in a light most favorable to the non-moving party as well as view all reasonable inferences in that party's favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986). On cross-motions for summary judgment, the court must consider the merits of each motion and assess the burden of proof that Page 3 each party would bear on an issue at trial. Santaella v. Metro. Life Ins. Co., 123 F.3d 456, 461 (7th Cir. 1997).

  FACTS*fn1

  Before addressing the facts in this case, the court pauses to note the egregious violations of the local rules this case presents. Rather than admit or deny the facts in their statements of fact, the parties instead chose to quarrel over whether certain facts were more important in light of other facts. That is improper in the statement of material facts. Moreover, there is a disturbing amount of inadmissible evidence (pointed out by no one) littered throughout each of the parties' statements, with the most prevalent problem being hearsay. The court contemplated striking both motions for summary judgment because of the above noted failures but ultimately spared the parties themselves, who would have then been forced to foot the bill for their lawyers' rather remarkable disregard for the local rules. Regrettably, this court has borne the unnecessary labor entailed, at the expense of other litigants whose matters were necessarily deferred.

  This case centers around a contract between Ocean Atlantic and Willow Tree under which Ocean Atlantic was granted an easement on the Willow Tree farm (hereinafter the "Easement Agreement").*fn2 But the relationship of all the parties goes far beyond this contract and must be examined with some level of detail to fully understand this action. For purposes of this opinion the court assumes familiarity with two previous decisions rendered in a separate case Page 4 filed in this court between many of these same parties. See Arnhold v. Ocean Atlantic Woodland Corp., 132 F. Supp.2d 662 (N.D. Ill. 2001) affd284 F.3d 693 (7th Cir. 2002).

  Arnhold and Byzantio are former owners of farmland located in Plainfield, Illinois. (Def. L.R. 56.1 ¶¶ 6, 8.) A company called Ocean Atlantic Woodland Corp. previously had a contract to purchase the Arnhold and Byzantio farmland with an eye toward building a residential housing development. (Def. L.R. 56.1 ¶ 9.) Ocean Atlantic and Ocean Atlantic Woodland Corp. are separate legal entities but share officers and directors. (Pl. Resp. to Def. L.R. 56.1 ¶ 2; Ex. B. to Pl. L.R. 56.1 p. 18-19, 25-26.) As is detailed in the above listed action before Magistrate Judge Arlander Keys and in the Seventh Circuit's affirmance of his ruling, Ocean Atlantic Woodland Corp. failed to close on the property within the specified "drop dead" date and lost any right to purchase the farmland. (Def. L.R. 56.1 ¶ 9.)

  Prior to those events, however, and during the time that Ocean Atlantic Woodland Corp. had a contract to purchase the Arnhold and Byzantio farms, Ocean Atlantic approached Willow Tree about obtaining an easement. (Def. L.R. 56.1 ¶ 10.) The Willow Tree farm adjoins both the Arnhold and Byzantio farms. (Def. L.R. 56.11ffl 6, 8.) The easement was to provide drainage for any residential development on the Arnhold and Byzantio farms through the installation of a storm pipeline and drain. (Def. L.R. 56.1 ¶¶ 12-13.)

  On July 15, 1998, Willow Tree and Ocean Atlantic executed the Easement Agreement. (Pl. L.R. 56.1 ¶ 11.) The Easement Agreement provided that construction of the proposed storm drain was to be fully completed by December 31, 2000 (which was to be two years from the date of the closing on the Easement Agreement). (Def. L.R. 56.1 ¶ 15.) Under the terms of the Page 5 Easement Agreement, Ocean Atlantic paid $100,000 to Willow Tree in exchange for the right to construct and maintain the storm drain on Willow Tree's property.

  Two portions of the Easement Agreement are particularly relevant to the parties' arguments presented here. Paragraph 9 of the Easement Agreement stated:
9. BOND OR LETTER OF CREDIT: As security to Grantor and to assure Grantee's timely and proper performance of its obligations under the Agreement, Grantee shall, before commencing any tests, studies, or construction and before having access to the Easement Property, obtain at its sole expense a $50,000.00 performance bond or written letter of credit issued by an insurance company or reputable financial institution acceptable to Grantor. Said bo[nd] or letter of credit shall be issued to and for the sole benefit of Grantor and shall be independent of any bond or letter of credit given to the Village of Plainfield, Illinois, or any other governmental authority.
(Def. L.R. 56.1 ¶ 16.) Exhibit "E" to the Easement Agreement also provides in part:
Prior to any construction upon the right-of-way, [Ocean Atlantic] shall prepare or cause its engineer to prepare complete drawings, plans, and specifications of the proposed Pipeline to be installed on the easement. Said drawings, plans and specifications shall be submitted to [Willow Tree] for review by [Willow Tree] and [Willow Tree's] engineer, No construction shall commence unless and until [Willow Tree's] engineer has approved [Ocean Atlantic's] drawings, plans and specifications as the same may be modified and amended from time to time in accordance with the advice and direction of [Willow Tree's] engineer. . . .
(Pl. L.R. 56.1 ¶ 16.)

  In addition to the two paragraphs noted above, other portions of the Easement Agreement provide some further background to this action. For example, paragraph 10 entitled "EASEMENT NON-EXCLUSIVE" states, "It is agreed and understood that the Easement to be granted to Grantee shall be non-exclusive. . . ." (Def. L.R. 56.1 ¶ 41.) Also, Section 1 of the related Pipeline Easement Agreement states that Willow Tree is granting "for the benefit of Page 6 Ocean Atlantic Property [defined as the Arnhold and Byzantio properties], a non-exclusive, perpetual easement. . . ." (Def. L.R. 56.1 ¶ 42.) Finally, Section 6(a)(1) of the Easement Agreement provided that the "Grantor will not encumber the Easement Property in any manner which precludes or unreasonably limits the performance of this Agreement and will obtain the written consent of its current lender, if any, on the easement document." (Pl. Add'l Facts ¶ 51.)

  Apparently the first deadline that appeared in the Easement Agreement was October 12, 1998. Until that point, Ocean Atlantic was allowed access to the Willow Tree farm and was to prepare plans, specifications and descriptions of all tests and studies to be performed on the Willow Tree Farm. (Def. L.R. 56.1 ¶ 47.) These plans, specifications and descriptions of tests were to be submitted to Willow Tree by the October 12 deadline in the Easement Agreement. (Id.) Based on the record before the court, however, any such drafts of engineering plans and drawings were not forwarded to Willow Tree until October 3, 2000. (Def. L.R. 56,1 ¶ 48.)*fn3 At that time, Ocean Atlantic's engineer, Roake and Associates, Inc. ("Roake Inc."), sent a transmittal letter including what Roake Inc. referred to as "two (2) copies of the final engineering plans and specifications for the portion of the storm sewer to be constructed on the [Willow Tree farm] pursuant to the easement agreements." (PI. L.R. 56.1 ¶ 18.) On October 13, 2000, Ocean Atlantic advised Willow Tree that the plans for the storm drain had been reviewed by the Village of Plainfield's engineers, the Department of Public Works and the Illinois Department of Transportation ("IDOT"). (Pl. L.R. 56.1 ¶ 21.) By October 18, 2000, Willow Tree approached Larson Engineering of Illinois ("Larson") to begin the process of reviewing Ocean Atlantic's Page 7 plans for the storm drain in accordance with the Easement Agreement. (Pl. L.R. 56.1 ¶ 21.) Willow Tree provided Robert Schmude ("Schmude"), the Larson engineer overseeing the review, with a set of plans that Roake Inc. had submitted to Willow Tree. (PI. L.R. 56.1 ¶ 23.) On October 27, 2000, Schmude requested that Roake provide him with a full set of plans that had been provided to Will County. (Def. L.R. 56.1 ¶ 25.) On October 31, 2000, Roake Inc. provided Schmude with the full set that had been provided to Will County. (Def. L.R. 56.1 ¶ 26.)

  Willow Tree never did approve these plans per the Easement Agreement, although the parties disputes whether these particular plans were the final plans that required approval. Stephen Roake ("Roake") testified that these Ocean Atlantic plans submitted in the fall of 2000 were final and complete. (Pl. L.R. 56.1 ¶ 27.) In response to this point, Willow Tree points to the testimony of Schmude (it is unclear why they say this testimony is from Roake) in which Schmude stated that any plans which had not received final governmental approval are not "final" and are still subject to change. (PL Ex. J, Schmude dep. at 27-28.)*fn4 John Rowley, one of the members of Willow Tree, testified that as far as he knew the plans were "complete" as of this time. (Pl. Ex. C, Rowley dep. at 214-15.) Rowley did state, however, that he did not consider Page 8 those plans to be "final" as they still needed to be approved "by all the government bodies that had jurisdiction over this." (Pl, Ex. C, Rowley dep. at 90.) Finally, there is testimony from an engineer at Larson that by November 2, 2000, Roake Inc. had submitted a "complete set of its final ...


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