United States District Court, N.D. Illinois, Eastern Division
CAPGAIN PROPERTIES INC. and BRIAN KNIGHT, Plaintiffs,
LANDMASTER PARTNERS, LLC, Defendant.
MEMORANDUM OPINION AND ORDER
MATTHEW F. KENNELLY United States District Judge
Properties Inc. and its president and CEO, Brian Knight,
filed suit against Landmaster Partners, LLC, accusing
Landmaster of breach of contract. Landmaster has moved for
summary judgment on the ground that plaintiffs cannot meet
all the elements for a breach of contract claim under
Illinois law. Plaintiffs have also asked the Court to re-open
discovery. For the reasons stated below, the Court denies
plaintiffs' request and grants Landmaster's motion
for summary judgment.
is a Canadian corporation with its principal place of
business in McHenry County, Illinois. Landmaster is a Florida
corporation. According to the complaint, CapGain and
Landmaster began negotiations in November 2014 for a contract
under which CapGain would acquire oil and gas leases owned by
Landmaster. In February 2015, the two companies entered into
a term sheet "to establish definitive terms for a
reverse merger takeover of [CapGain] by Landmaster."
Def.'s Mot. for Summ. J. on Pls.' Compl., Ex. A (Term
Sheet) at 1. The term sheet required CapGain to complete the
following tasks by March 31, 2015: (a) the completion of
CapGain's pending audit; (b) the removal of the current
trading halt on CapGain stock; (c) the completion of a 10 to
1 rollback of CapGain stock; and (d) the closing of
CapGain's current office located in Lake in the Hills,
Illinois. Id. In exchange, Landmaster was to assign
certain interests in its oil and gas leases to CapGain five
days after these tasks were completed. Id.
Landmaster was also to purchase Knight's shares in
CapGain at a price of $380, 000. Id.
to Landmaster, CapGain had difficulty performing its
obligations by March 31. For this reason, the parties
executed a term sheet extension agreement in April 2015.
See Def.'s Mot. for Summ. J. on Pls.'
Compl., Ex. B (Term Sheet Extension). The agreement provides
[sic] understands this is not a perpetual agreement as does
Landmaster Partners, Inc. and both parties will move to
complete the transaction as quickly as possible.
CapGain will be held to the following dates:
A. Completion of the CapGain Audit prior to June 15, 2015.
B. On or before June 15, 2015 reinstatement of trading.
C. Closing of the office in Lake in the Hills (already done).
D. Completion of 10:1 rollback. (Note: that CapGain will
complete all forms to do this but not actually do it until
Landmaster has its N51-101 finished. CapGain only wishes to
take this step in conjunction with the merger, and without
stock support worries as to the price of the shares, so needs
to be assured of its ability to complete the merger before
completing said item).
Landmaster will also be held to the following dates:
A. Accomplish the N51-101 report by June 15, 2015.
B. Provide nominated list of officers and directors.
Including filling out the appropriate PIF forms within
fourteen days ...