The opinion of the court was delivered by: Matthew F. Kennelly, District Judge
MEMORANDUM OPINION AND ORDER
Plaintiffs Greenbrier Leasing Company LLC and its parent, the Greenbrier Companies Inc., have sued James B. Carroll, along with an apparently unregistered business entity in whose name Carroll has sometimes done business, for what they allege is Carroll's wrongful failure to pay in full for railcars Greenbrier Leasing sent to an Indiana scrapyard on Carroll's account in 2004. Greenbrier Leasing Company LLC, which the Court calls "Greenbrier" except when otherwise noted, has moved for summary judgment on the issues of liability and damages. For the reasons set forth below, the Court grants summary judgment in favor of Carroll on Greenbrier's breach of contract claim (Count 1) but grants summary judgment in favor of Greenbrier with regard to liability on its claim of unjust enrichment (Count 2). The Court declines to grant summary judgment in Greenbrier's favor on the issue of damages.
This is a diversity suit. Greenbrier Leasing Company LLC is a limited liability company whose sole member is the Greenbrier Companies, Inc., an Oregon corporation that has its principal place of business in that state. Thus, Greenbrier Leasing Company, LLC is a citizen of Oregon. See Mutual Assignment & Indemnification Co. v. Lind-Waldock & Co., LLC, 364 F.3d 858, 861 (7th Cir. 2004); Cosgrove v. Bartolotta, 150 F.3d 729, 731 (7th Cir. 1998). Carroll is a citizen of Illinois.
Greenbrier's business is leasing and selling railcars. It sometimes sells railcars as scrap-that is, to buyers interested not in using them as railcars but rather in dismantling them and using or selling the steel and other basic materials from which the cars are built. Carroll's business involves selling railcar components and buying and selling railcars for scrap.
The events that gave rise to this lawsuit began with a phone call that Carroll placed to Robert Rea, an employee of a Greenbrier affiliate who was then Greenbrier's agent for scrap sales, in early 2004. Another Greenbrier employee, named Kendig, had referred Carroll to Rea. Carroll, who had never before done business with Greenbrier, asked Rea whether Greenbrier had any railcars for sale as scrap in the Midwest. A short discussion ensued. At a minimum, this discussion covered certain details of how Carroll and Greenbrier might do business, including that Greenbrier would send railcars on Carroll's account to a scrapping facility operated by Brandenburg Industrial Service Co. in Gary, Indiana. Beyond this, the record contains conflicting testimony over whether the discussion also involved a price term. Rea testified at his deposition that Carroll said he would pay Greenbrier $210 per gross ton. Carroll testified that the two men "talked about current pricing at the time [but] never came up with a number." Def. Statement of Facts, Ex. 10 at 14. The parties agree that the conversation ended with Rea telling Carroll to send him a written proposal.
On April 5, 2004, Carroll sent Rea a letter in which he proposed to purchase railcars for scrap from Greenbrier in accordance with a set of ten conditions spelled out in the letter. Among these are a requirement that a purchase order number issued by Carroll appear on any invoice submitted by Greenbrier for Greenbrier to receive payment on that invoice and a provision that "[p]rices will be based on the Iron Age first issue Chicago Market. 5 foot P&S high side less $45.00 F.O.B. EJ&E Gary Works." Pl. Statement of Facts, Ex. F at 2. Iron Age is a periodic price bulletin that publishes prevailing scrap prices in various markets, including Chicago's.
Carroll did not speak with Rea or anyone else at Greenbrier after he sent his April 5 letter. It is not clear why, but Rea testified in his deposition that Carroll did not return multiple phone messages. According to Rea, the purpose of these calls was to discuss the relationship of the price formula in Carroll's April 5 letter to the $210 price Rea recalls discussing with Carroll.
Between May 4 and June 9, Greenbrier sent forty railcars to Brandenburg on Carroll's account. The parties disagree about whether Carroll knew in advance of this delivery. Carroll maintains it came as a surprise to him, while Greenbrier offers the testimony of a Brandenburg employee, Rita Fields, to the effect that Carroll called Brandenburg before the railcars had arrived with the instruction that Brandenburg should expect the delivery on his account. One way or the other, Brandenburg offered and Carroll accepted a price of $150 per gross ton for the rail cars, minus their more valuable wheel sets. It is undisputed that Brandenburg paid Carroll a total of $180,397.85 for the railcars.
At Carroll's request, Brandenburg removed the wheel sets from all but one of the forty railcars. The one wheel set that was not removed was scrapped along with the railcar to which it was attached. Carroll sold thirty-eight of these wheel sets to another entity, Progress Rail Services. As the Court discusses below, the parties dispute how much Carroll received from Progress Rail for wheels from Greenbrier railcars.
Carroll paid Greenbrier $60,000 for the railcars in three separate transfers during 2004 and early 2005. He has made no further payments to date. In November 2005, Greenbrier filed suit against Carroll in federal court in Oregon seeking full payment. In June 2006, the Oregon district court determined that it lacked personal jurisdiction over Carroll and dismissed Greenbrier's suit. Greenbrier filed suit in this district in May 2007. It has now moved for summary judgment on the issues of liability and damages on its alternative claims of breach of contract (Count 1) and unjust enrichment (Count 2).
Summary judgment is appropriate if "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(c). For purposes of the motion, the Court reads the evidentiary record in the light most favorable to the non-movant and draws all reasonable inferences in the non-movant's favor. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986); Lesch v. Crown Cork & Seal Co., 282 F.3d 467, 471 (7th Cir. 2002).
Greenbrier asserts that "Carroll must be ordered to compensate Greenbrier for the 40 rail cars . . . because the material facts regarding liability are undisputed," Pl. Mem. at 1-2, and that "[t]he only true issue to be decided here is the amount due to Greenbrier." Pl. Reply at 6. This is not, however, a concession that the amount of recovery is a disputed issue. Rather, Greenbrier contends that the Court need only choose between awarding contractual damages and restitution for Carroll's unjust enrichment, and it offers calculations for each.
The Court declines to adopt Greenbrier's approach, which emphasizes recovery over the logically antecedent question of the basis for liability. Instead, the Court turns first to the two alternative theories of liability presented in this case to assess whether genuine issues of material fact exist with regard to one or both. Because recovery under an unjust enrichment theory is an equitable remedy available only if a party has no adequate remedy at law, see Shaw v. Hyatt Int'l Corp., 461 F.3d 899, 902 (7th Cir. 2006) (citing Guinn v. Hoskins Chevrolet, 361 Ill. App. 3d 575, 604, 836 ...