Control Solutions LLC v. Oshkosh Corporation, 1:10-cv-00121

CS designs and manufactures powered door systems (PDS); Oshkosh makes armored vehicles and sought a PDS supply arrangement for a DoD M-ATV program.
CS delivered prototypes and a production-representative PDS unit; Oshkosh paid $46,000 for four units for testing.
In 2009, Oshkosh reviewed specifications and requested quotes; CS provided pricing and delivery estimates.
Oshkosh and CS continued development but never reached an enforceable contract; Oshkosh later contracted with Parker Oildyne for PDS production.
Plaintiff moved for partial summary judgment on contract claims; Oshkosh moved for summary judgment and to strike declarations; the court denied in part and granted Oshkosh’s summary judgment on all counts.
The court held that the Statute of Frauds applies and that no express or implied contract existed; counts for unjust enrichment and promissory estoppel fail; overall summary judgment granted to Oshkosh.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was there an express contract formed for all Oshkosh PDS needs?	CS asserts final terms—product, price, delivery—were agreed.	Oshkosh contends terms were not final and exclusivity/minimum quantity missing.	No express contract; lack of exclusivity/quantity prevents formation.
Was there an implied-in-fact contract based on conduct?	CS argues course of dealing supports implied contract to supply PDS for government bid.	Oshkosh argues conduct shows ongoing negotiation, not a binding implied contract.	No implied-in-fact contract; no established course of dealing.
Does the Statute of Frauds bar the contract claims?	CS contends exceptions apply for specially manufactured goods.	Oshkosh argues no writing satisfying 2-201(1) or applicable exception.	Statute of Frauds applies; specially manufactured goods exception not satisfied.
Are unjust enrichment or promissory estoppel viable?	CS relies on breach-related detriment and benefit retention.	Without contract, no unjust enrichment; promissory estoppel requires an unambiguous promise.	Both claims fail; no contract and no unambiguous promise.
What is the effect of the evidence on damages and summary judgment?	CS seeks damages for breach and related losses.	Damages speculative; measures inappropriate under Statute of Frauds.	Damages barred; summary judgment for Oshkosh on all counts.

Brooklyn Bagel Boys, Inc. v. Earthgrains Refrigerated Dough Products, Inc., 212 F.3d 373 (7th Cir. 2000) (essential element of a requirements contract is buyer’s promise to purchase all its requirements)
Jannusch v. Naffziger, 379 Ill. App. 2d 381 (4th Dist. 2008) (oral contract existence supported by defendants’ conduct and actions)
Pritchett v. Asbestos Claims Mgmt. Corp., 332 Ill. App. 3d 890 (5th Dist. 2002) (principles on contract formation in Illinois Appellate context)
Cleary v. Philip Morris, Inc., 656 F.3d 511 (7th Cir. 2011) (unjust enrichment tied to related contract claim; standalone recovery possible but limited)
Henderson-Smith & Associates, Inc. v. Nahamani Family Services Center, Inc., 323 Ill. App. 3d 15 (2d Dist. 2001) (contract elements and recovery framework under Illinois law)
E.C. Styberg Eng’g Co. v. Eaton Corp., 492 F.3d 912 (7th Cir. 2007) (contract formation considerations and conduct-based agreements)