A. Epstein & Sons International, Inc. v. Eppstein Uhen Architects, Inc.
945 N.E.2d 18
Ill. App. Ct.2011Background
- Epstein and EUA entered into a November 2002 proposal and a December 2002 agreement for engineering services, with the December document referencing an unattached AIA arbitration provision.
- The November document stated that EUA would be bound by its terms upon execution and contained no arbitration clause; it described Scope of Services and fees and incorporated terms and conditions.
- The December document stated Epstein would provide civil, structural, and MEP-FP services for a fixed fee and required incorporation of the AIA arbitration provision by reference.
- Epstein attached an AIA arbitration clause to its petition, asserting that arbitration was not contemplated by the November document and seeking stay of arbitration and declaratory relief.
- The circuit court granted EUA summary judgment: December controlled, and it contained an arbitration obligation; Epstein’s motion for partial summary judgment was denied.
- On appeal, Epstein argued ambiguity in the December document and that the November document, not modified, should govern; EUA argued the December document was the controlling modification with a clear arbitration clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the December document is the operative contract. | Epstein argues December is a modification; not controlling. | EUA argues December governs and incorporates arbitration. | Disputed; court found material fact and ambiguity precluding summary judgment. |
| Whether arbitration is compelled by the December document via AIA incorporation. | December lacks express arbitration obligation; ambiguity. | December clearly incorporates AIA arbitration provisions. | Arbitration term found genuine issue; not proper for summary judgment. |
| Whether consideration supports the December modification if it modifies November. | Any consideration in December is illusory since fee is same or not adequately new. | December provides different consideration (flat $275,000) and other protections. | Material fact precludes summary judgment on consideration. |
| Whether extrinsic evidence is needed to interpret the competing documents. | Terms are ambiguous; parole evidence should be admitted. | December is unambiguous and governs; AIA incorporated. | Ambiguity exists; parole evidence necessary; not proper for summary judgment. |
Key Cases Cited
- Loyola Academy v. S&S Roof Maintenance, Inc., 146 Ill.2d 263 (1992) (summary judgment inappropriate when ambiguity and parole evidence required to determine intent)
- Quake Construction, Inc. v. American Airlines, Inc., 141 Ill.2d 281 (1990) (contract ambiguity governs use of extrinsic evidence)
- Steinberg v. Chicago Medical School, 69 Ill.2d 320 (1977) (consideration and contract formation principles)
- Illinois Central R.R. Co. v. Michigan Central R.R. Co., 18 Ill. App. 2d 462 (1958) (contract interpretation focuses on intent, not labels)
- Bonde v. Weber, 6 Ill.2d 365 (1955) (contract formation elements and consideration concepts)
- Williams v. Manchester, 228 Ill.2d 404 (2008) (summary judgment review and standard of de novo review)