Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

ITQ LATA, LLC. v. MB FINANCIAL BANK

May 6, 2004.

ITQ LATA, LLC, Plaintiff,
v.
MB FINANCIAL BANK, N.A., Defendant



The opinion of the court was delivered by: MORTON DENLOW, Magistrate Judge

MEMORANDUM OPINION AND ORDER

This case involves a $110,156.57 claim for breach of contract, account stated, and unjust enrichment brought by Plaintiff ITQ Lata, LLC ("Plaintiff or "ITQ"), against Defendant MB Financial Bank, N A. ("Defendant" or "MB"), arising out of public relations services performed during the year 2002. The Court conducted a bench trial on March 8-9, 2004. The Court has considered carefully the testimony of the five witnesses who testified at the trial, the parties' trial exhibits, the parties `written submissions, and the excellent closing arguments.

  The following constitute the Court's findings of fact and conclusions of law pursuant to Rule 52(a) of the Federal Rules of Civil Procedure. To the extent certain findings may be deemed conclusions of law, they shall also be considered conclusions of law. Similarly, to the extent matters contained in the conclusions of law may be deemed findings of fact, they shall also be considered findings of fact, I. ISSUES PRESENTED

  1. Was the monthly advance a cap on the fees that could be charged for base media services? ANSWER: No,

  2. How much is still owed by MB to ITQ for public relations services in 2002? ANSWER: 578, 517.86, including interest.

  3. Is MB liable to ITQ for services performed in connection with MB's 2001 annual report? ANSWER: No.

  II. FINDINGS OF FACT

 A. THE PARTIES

  1. ITQ is a limited liability corporation organized under the laws of the State of New Mexico, with its principal place of business in Albuquerque, New Mexico. and offices in Denver, Colorado and Chicago, Illinois. ITQ is duly authorized to do business in the State of Illinois, and it specializes in information technology. It is wholly owned by Los Alamos Technical Associates, Inc. ("LATA"), a New Mexico. corporation with its principal place of business in Alburquerque, New Mexico. Robert Kingsbury currently is the sole officer of ITQ and is one of the three managers of that company. He is also President of LATA. During 2002, ITQ had a public relations and marketing division, known as ITQ Minkus & Dunne, operating in Chicago. ITQ Minkus & Dunne provided public relations and marketing services for MB, which are at the center of this dispute. 2. MB is a nationally chartered bank with its principal place of business in Chicago, Illinois. At all times pertinent to this case, Karen Perlman was Vice President and Director of Marketing for MB.

 B. THE RELATIONSHIPS AMONG THE KEY ACTORS

  3. Raymond Minkus co-founded an independent firm known as Minkus & Dunne, which specialized in providing public relations and marketing services. On or about December 1, 1999, Raymond Minkus, on behalf of Minkus & Dunne, and Karen Perlman, on behalf of MB, entered into a written contract (the "Agreement") calling for Minkus & Dunne to provide certain public relations and marketing services to MB. Px 13, Within weeks of entering into the Agreement with MB, Minkus & Dunne became the public relations and marketing services division of ITQ, Raymond Minkus became the head of the Chicago office of the newly formed division, ITQ Minkus & Dunne.

  4. After the creation of ITQ Minkus & Dunne, the Agreement remained intact. For their respective companies, Raymond Minkus and Karen Perlman supervised the public relations and marketing activities under the Agreement. Karen Perlman was the sole authority at MB to approve or reject invoices from ITQ. Raymond Minkus was responsible for the preparation and approval of all of the invoices sent to MB.

  5. In order to prepare for important announcements, Perlman trusted Minkus with confidential information regarding mergers and acquisitions. Raymond Minkus performed work for Karen Perlman with respect to those confidential mergers and acquisitions. 6. Under the direction of Raymond Minkus, ITQ Minkus & Dunne maintained an excellent relationship with MB during the years 2000 and 2001. During those years, Perlman remained within her marketing budget, and there were no disputes over charges for services provided by ITQ to MB in 2000 and 2001, except for services in December, 2001, Dx 19. Between early 2001 and mid-2002, MB publicly announced the following mergers and acquisitions:

  • On February 9, 2001, MB made public its acquisition of First Savings & Loan of South Holland.

  • On April 20, 2001, MB made public its merger with Mid City Bank.

  • On December 3, 2001, MB made public its renaming after the Mid City Bank merger.

  • On December 27, 2001, MB made public its merger with Lincolnwood Bank.

  • On July 22, 2002, MB made public its merger with LaSalle Leasing.

  7. By mid-2002, Perlman's budget became constrained and Minkus's relationship with ITQ simultaneously began to sour. Beginning in mid-to-Iate 2002, business relationships between Minkus, ITQ, and MB began to unravel. Perlman began to refuse to pay the full amount of invoices from ITQ as her budget became strained. Minkus attempted to reconcile the invoices and to obtain payment. Px. 25. He was only partially successful. Px 27. Minkus ultimately resigned from ITQ, communicating his decision by a letter dated December 5, 2002, He subsequently filed a complaint in the Northern District of Illinois against ITQ and individual current and former employees, officers, and directors of ITQ and its parent company. Dx 4. ITQ then filed a counterclaim against Minkus. That litigation was still pending at the time of trial.

  8. Shortly after Raymond Minkus resigned from ITQ, Karen Perlman terminated the Agreement between MB and 1TQ by letter dated December 18, 2002, Px 43. On January 31, 2003, Raymond Minkus, on behalf of the newly-formed Minkus & Pearlman Public Relations, Inc., contracted with Karen Perlman, on behalf of MB, to provide the same services that Minkus & Dunne had provided to MB when it was a division of 1TQ. Px 44.

 C. THE AGREEMENT

  9. The December 1, 1999 Agreement called for certain public relations and marketing services to be provided to MB. Px 13. The parties continued to operate under the terms of the Agreement, with one material oral modification, until the termination of MB's relationship with ITQ in December 2002. The Agreement stated that ITQ Minkus & Dunne would be:
responsible for providing media relations and other communications services. When projects are initiated, all parameters will be discussed, budgeted and agreed upon before any services are performed, with the exception of "as needed" consulting services as long as it pre-disclosed that those services are in addition to the monthly advance invoice or other pre-approved projects. Professional time is based upon the personal effort required to perform on [MB's] behalf and includes client and internal meetings, all forms of written and oral communications, media and supplier contact.
Px 13, at 6.
  10. The Agreement also provided, in relevant part entitled "IIS VOICING STRUCTURE," that, beginning January 1, 2000, MB would:
make a monthly commitment of a $5,000 advance towards funding the base media relations program during the next twelve months. Core public and media relations activities will be accounted for monthly with the balance fees beyond the advance to be invoiced at the end of each month. Advance payments are due the 1st of the month in which services are rendered.
Out of pocket charges and expenses are additional. . . .
Any project work in excess of the above monthly fee will be performed only upon approval. Fees for all additional assignments and expenses will be budgeted and invoiced separately and arc due upon receipt. Questions regarding any invoices must be brought to our [ITQ's] attention within seven days of receipt.
Px 13, at 7 (italicized emphasis added; underlining in original). Pursuant to a material oral modification by Minkus and Perlman, this section was amended to increase the amount of the monthly advance paid to ITQ by MB from $5,000.00 per month to $7,000.00 per month effective in the Spring of 2002.

  11. The services referred to as the base media relations program and core public and media relations activities that were provided by ITQ included services described in ITQ's invoices as "General Media Relations," "Communications Planning," "Media List Development," "Media Monitoring," "Strategic Planning," and "Press Releases." See, e.g., Pl. Ex, 10. MB paid for these services out of its marketing budget.

  12. The services referred to as project work in this case include those services related to MB's mergers and acquisitions, MB had special project funds, separate and apart from its marketing budget, from which fees for project work were paid.

  13. The invoicing provisions of the Agreement were not strictly followed by the parties. Invoices were not always sent at the end of each month. MB did not always object to invoices within seven days of receipt. At times, the parties chose not to invoice base work and project work separately. The parties' failure to strictly adhere to the Agreement is the genesis of the disputes arising in this case and arises out of the excellent working relationship that existed between Minkus and Perlman in 2000 and 2001,

  14. In 2001, fees for both "project work" and for base or core media or public relations services appear on the face of the invoices. See e.g., Px 16, The advance of $5,000,00 was invoiced separately and was applied against the monthly invoice. There is no indication, however, as to what extent the advance was being applied to "project work" or to base or core media or public relations services. Px 16,

  15. The disputes arising in this case in 2002 caused Karen Perlman ultimately to object to several invoices because she believed they included fees for unauthorized base media service work as well as fees for an incomplete media kit, excessive work on a one-day project involving Ralph Bloch, and work on MB's 2001 annual report that MB had contracted Grady Campbell, Inc., to perform.

  16. In September 2002, Raymond Minkus attempted to reconcile the disputes, sending memoranda dated September 11, 2002, to Karen Perlman to explain that "with the volume of activity relating to special projects, there may have been several instances where charges were miscoded on [ITQ's] end," resulting in outstanding invoices from as far back as December 2001. Px 25. Minkus subsequently corrected several invoices, allocating ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.