United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Jeffrey Cole Magistrate Judge.
2011, the plaintiff purchased a building, which was formerly
a hotel, in Arlington Heights, Illinois. Its plan was to
transform the hotel into an apartment building. At the time
of the purchase, there were a number of cellular carrier
“tenants” - T Mobile, U.S. Cellular, and Nextel
are specified - operating their cellular equipment on the
building's roof pursuant to leases. [Dkt. # 1-1, Page
10-79/116]. After its purchase of the property, the plaintiff
entered into negotiations to sell the cellular leases and
roof easement to the defendant. The plaintiff had plans for
reconstructing the roof and adding a number of amenities.
Because the cellular equipment was scattered all over the
roof, the parties' negotiations included the plaintiff
moving the equipment to a single location, and removing any
outdated and abandoned equipment. The parties set up an
incentive for the work to be done by the plaintiff by a
certain date, with the defendant holding back $300, 000 of
the purchase price of the easement, which would then go to
the plaintiff if its relocation work was completed on time.
plaintiff didn't meet the deadline or even the agreed
upon three-month extension of that deadline. Nonetheless, the
plaintiff continued the relocation work, ultimately
completing it a year late. The defendant retained the $300,
000 being held in escrow. The plaintiff then sued the
defendant, claiming breach of contract regarding another
holdback and unjust enrichment regarding the relocation of
the equipment. Both sides have moved for summary judgment on
the plaintiff's unjust enrichment claim. As the plaintiff
sees it, even though it failed to meet the agreed-upon
contractual deadline and complete its work within that time
or in the three additional months the defendant granted it,
the defendant still received the benefit of the
plaintiff's work and thus, the theory goes, the plaintiff
has been unjustly enriched by $300, 000.
defendant sees it, plaintiff contractually agreed to a
deadline for moving the equipment and receiving the $300, 000
payment. (The plaintiff had already been paid $1 million by
the defendant for the leases). Plaintiff missed the deadline
for moving the towers and can't skirt the contract and
still be awarded the $300, 000 through an unjust enrichment
by the parties is the Supreme Court's decision in US
Airways, Inc. v. McCutchen, ___U.S.___, 133 S.Ct. 1537,
1546-47 (2013). Quoting the Restatement (Third) of
Restitution and Unjust Enrichment (2011), the Court said:
“‘A valid contract defines the obligations of the
parties as to matters within its scope, displacing to that
extent any inquiry into unjust enrichment.'” As we
discuss below, in those circumstances, adhering to the
parties' arrangement yields “appropriate” as
well as “equitable” relief.
judgment is appropriate “if the movant shows that there
is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a); see also Celotex Corp. v.
Catrett, 477 U.S. 317, 322 (1986)(emphasis supplied);
Bordelon v. Bd. of Educ. of the City of Chicago, 811
F.3d 984, 989 (7th Cir. 2016). This requires that
“there be no genuine issue of
material fact, ” and “the mere existence
of some alleged factual dispute” will not
defeat summary judgment. Anderson v. Liberty Lobby,
Inc., 477 U.S. 242, 247-48 (1986); Bordelon,
811 F.3d at 989. The moving party bears the initial burden of
production, and must inform the district court why a trial is
not necessary. Celotex Corp., 477 U.S. at 325;
Sterk v. Redbox Automated Retail, LLC, 770 F.3d 618,
627 (7th Cir. 2014). The party opposing summary judgment must
go beyond the pleadings to show that there is a genuine issue
of fact that must be resolved with a trial. Hassebrock v.
Bernhoft, 815 F.3d 334, 342 (7th Cir. 2016).
“When, as here, cross-motions for summary judgment are
filed, we look to the burden of proof that each party would
bear on an issue of trial; we then require that party to go
beyond the pleadings and affirmatively to establish a genuine
issue of material fact.” Diaz v. Prudential Ins.
Co. of Am., 499 F.3d 640, 643 (7th Cir.
party claiming unjust enrichment has the burden of
establishing the elements of its unjust enrichment claim.
Under Illinois law, in order to sustain a claim of unjust
enrichment, the complaining party has to show that the other
party has “unjustly retained a benefit” “to
[its] detriment, and that [the]...retention of the benefit
violates the fundamental principles of justice, equity, and
good conscience.” Empress Casino Joliet Corp. v.
Balmoral Racing Club, Inc., 831 F.3d 815, 832 (7th Cir.
2016). Indeed, “[i]t is now universally recognized that
the principle central to all restitution awards is the
principle against unjust enrichment....” Dan B. Dobbs,
Remedies, 222-229 (West Publishing Co. 1973). The American
Law Institute notes in Restatement Third, Restitution and
Unjust Enrichment § 1(b) (2011): states: “[u]njust
enrichment” is a term of art. The substantive part of
the law of restitution is concerned with identifying those
forms of enrichment that the law treats as ‘unjust'
for the purposes of imposing liability.... Unjust [ ]
enrichment is enrichment that lacks an adequate legal basis.
Unjust enrichment is a necessary element or precondition of
the larger claim of restitution. The restitutionary claim
affirmatively seeks the return of the benefit for which it
would be unconscionable for the defendant to retain.”
Roy L. Brooks, Postconflict Justice in the Aftermath of
Modern Slavery, 46 Geo. Wash. Int'l L. Rev. 243
reviewing the record the parties have complied, and the
arguments they have advanced, it is clear that the plaintiff
has not met its burden of proof, and that the defendant is
entitled to summary judgment on Count II of the Complaint.
been said, as part of their agreement for the sale of an
easement to the roof of the building the plaintiff purchased,
and given the plaintiff's plans for the roof, the
parties' contract provided for the relocation of the
cellular equipment. The parties staggered their negotiations
into three agreements. They began with a “Terms of
Agreement” dated May 8, 2012, which the parties
acknowledged were “the business terms upon which this
transaction will be completed . . . However, the terms are
subject to due diligence and final Underwriting by
[defendant], and receipt by [defendant] of all required
documentation.” [Dkt. #1-1, at 80]. Although it
purportedly covered payments four years in the future, the
contract was nevertheless set to expire in 6 months -
November 2012 - unless extended by mutual consent. [Dkt.
#1-1, at 80]. Under the “Terms of Agreement, ”
the purchase price the defendant would pay for the 50-year
easement was about $1.3 million. [Dkt. #1-1, at 80].
payment was subject to deductions, holdbacks, and other
closing conditions, [Dkt. #1-1, at 80], including a
In the event any one the [sic] Tenants agree to relocate but
does not agree to pay for the move, Site Owner will pay for
the relocation of each applicable Tenant, at a cost not to
exceed $150, 000.00/Tenant (noting Clearwire and Nextel for
purposes of this provision are deemed one tenant) (the
"Holdback Amount”). Since the Closing shall take
place in advance of the proposed relocation, the Holdback
Amount shall be withheld from the Purchase Price for all
Tenants at closing and shall be remitted to the Site Owner
upon the completion of the relocation for each Tenant. A
Holdback letter agreement shall be signed at closing
confirming the conditions for remittance of up to $150, 000
per each cellular company that agreed to relocate their
equipment but did not pay for the move.
[Dkt. #1-1, at 81].
months later, in July 2012, the defendant wrote to plaintiff
[Dkt. #39, ¶ 17], saying its letter would “serve
as a record of [the parties'] mutual agreement”
that defendant would fund escrow accounts to cover two
holdbacks: a $362, 822.40 Nextel Holdback and a $300, 000
Relocation Holdback. The terms of the holdback at issue here,
the Relocation Holdback, were as follows:
2. Relocation Holdback Amount. For a period not to exceed 12
months from the Closing Date, $300, 000.00 ($130, 000.00 for
U.S. Cellular, and $85, 000.00 each for T-Mobile and Nextel
(US Cellular, T-Mobile and Nextel, singularly, the
“Tenant, ” collectively, the
“Tenants”) to be credited toward relocation costs
in the event any one of the Tenants agree to relocate but do
not agree to pay for the move.” [Dkt. #1-1, Page
92/116]. Plaintiff's representative signed the letter
agreement on July 19, 2012.
[Dkt. #1-1, at Page 97/116]. If the relocation wasn't
timely completed, defendant could close the escrow and retain
the $300, 000 within 48 hours of the deadline. [Dkt. #1-1,
same day, the parties executed a “Wireless
Communication Easement and Assignment Agreement.” [Dkt.
#1-1, Pages 99-116/116]. This Easement Agreement included
details regarding the relocation of the cellular equipment -
to be installed on the roof of the plaintiff's planned
penthouse - and, again, indicated that the work would be done
in twelve months. [Dkt. #1-1, Page 11-112/116]. The agreement
included a provision stating that it “constitute[d] the
entire agreement and understanding of [the parties] with
respect to the ...