United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Jorge Alonso United States District Judge.
disagreement, defendant Family Worship Center Church, Inc.
(“Family”) pulled its programming from a channel
owned by plaintiff Oxford Media Group, Inc.
(“Oxford”). Oxford sued for breach of contract,
and Family countersued for, among other things, unjust
enrichment and fraud in the inducement. Both parties have
moved for partial summary judgment. For the reasons set forth
below, Oxford's motion for summary judgment is granted in
part and denied in part. Family's motion for summary
judgment is also granted in part and denied in part.
following facts are undisputed unless otherwise
Oxford has a license to broadcast television signals in
Chicago under the call letters WJYS. In addition, it operates
a digital subchannel, which it calls Prism network. To sell
airtime on the Prism channel, Oxford contracted with Bea
Sutkus (“Sutkus”), who was paid a 30% commission
on the air time she sold. Sutkus was authorized to enter
contracts on Oxford's behalf, subject to Oxford's
approval. Sutkus was involved in negotiating the contracts
between Oxford and Family that are the subject of this case.
is a non-profit religious corporation founded by its leader,
Jimmy Swaggart. Family is run by a Board of Trustees,
consisting of Swaggart, his wife (Frances Swaggart), his son
and his grandson. Family runs both Jimmy Swaggart Ministries,
which creates programming, and Sonlife Broadcasting
(“Sonlife”), which broadcasts the programming.
Sonlife obtains revenue from donations and the sale of
products, but it does not sell advertising on its broadcasts.
Sonlife's goal is not to make a profit but rather
“to spread the Message of the Cross to the
world.” In seeking to achieve that goal through
broadcasting, Family focused on cost per household.
not clear from the parties' submissions what originally
prompted the parties to begin negotiating a contract by which
Family would broadcast programming on Oxford's Prism
channel. What is clear is that, at some point, Sutkus and
David Hamilton (an Oxford employee) traveled to Louisiana to
meet with Jimmy and Frances Swaggart and Nikki Tracy
(“Tracy”), a Family employee. The meeting was an
introductory meeting at which the parties did not discuss
terms of a potential contract or Prism's coverage.
point after the meeting, the parties began discussing a
potential contract. Sutkus provided Tracy a marketing
document that had been prepared by an Oxford employee. The
marketing document stated, among other things:
Welcome to Prism
The same signal and coverage as a major television network
with the intimacy of a local independent television station A
full power multicultural TV station broadcasting from the
Willis Tower (formerly Sears Tower) carried over the air on
digital and on cable
A rainbow of opportunity with a signal that will make any
business or organization find their pot of gold, reaching
almost 11 million people in Michigan, Illinois, Wisconsin,
A plethora of multicultural, local, national and
international programming specializing in direct response,
inspirational and entertainment segments.
Chicagoland's most significant independent station, that
can spread anyone's message with 30 to 60 minute spots,
with affordable rates that do not discriminate!
Over the Air and Cable Facts
July 2010 Neilsen tracking of Chicago DMA
Prism's signal covers 4.2 million households in
America's largest market. That's almost 11 million
Prism can be found on:
CHANNEL 385 AND 687
[Docket 92 at 79].
16, 2014, Frances Swaggart signed on behalf of Family an
agreement with Oxford for airtime on Oxford's Prism
network. Sutkus signed on behalf of Oxford, with Oxford's
authorization. The contract allowed Sonlife to broadcast its
content on Oxford's Prism channel around the clock for
twelve months. The contract states, among other things:
1. BILLING AND PAYMENT
d. Right to Modify Terms of Payment. If
Agency fails to make timely payment on 29th of the month,
Oxford Media Group, Inc. shall have the right to change the
terms of payment for further broadcasts under this contract.
It is understood by all parties on this contract that
Agency's acceptance of the rate stated herein is based
solely upon the total number of households to which Oxford
Media Group, Inc. will provide distribution, calculated as of
the date identified as the “Start Date” on page
one of this contract and including but not limited to, all
over-the-air households as well as those subscriber
households on Comcast Cable in the Chicago DMA including
Comcast Chicago (Channel 385 and 687), Comcast Illinois,
Comcast Wisconsin, Comcast Northwestern Indiana and Comcast
Michigan. The loss of any and/or all of the cable subscriber
households shall result in a reduction in Agency's rate
by $.42 per household lost.
a. Effect of Termination. If Oxford Media
Group, Inc. or Agency/Advertiser terminates this contract,
Agency shall be obligated to pay only the rate as specified
on the face of the contract up to and including the date of
b. Additional Basis for Termination.
Agency/Advertiser shall have the right to terminate this
Contract at any time without liability to Oxford Media Group,
Inc. if Oxford Media Group, Inc. becomes insolvent, makes an
assignment for the benefit of the creditor or files a
petition under bankruptcy laws or has such a petition filed
against it, if receiver is appointed for Oxford Media Group,
Inc.'s property or business, or if Oxford Media Group,
Inc. is in material breach of this Contract, provided ...