Ivey v. Transunion Rental Screening Solutions Inc.
2022 IL 127903
| Ill. | 2022Background
- In 2009 Helix (founded by Roger Ivey) and TransUnion Rental Screening Solutions (TURSS) entered a five-year marketing agreement: TURSS to host an electronic lease/forms platform and Helix to supply customizable lease products (Helix to receive 65% of revenue).
- TURSS repeatedly delayed building the platform from 2009 through at least 2014; communications indicated commitment but no rollout; TURSS employees later could not locate the agreement or project records.
- Helix sued TURSS in 2015 for breach of contract and other claims; the litigation narrowed to Helix’s breach claim seeking lost profits from sales that would have occurred on TURSS’s platform.
- Helix disclosed expert reports (Cohen and Smith) estimating lost revenues in the tens of millions based on market assumptions; TURSS moved for summary judgment arguing the lost-profit estimates were speculative and barred by the “new business” rule.
- The trial court granted summary judgment for TURSS (finding Helix failed to identify recoverable damages); the appellate court affirmed; the Illinois Supreme Court likewise affirmed, holding Helix did not prove prospective profits with reasonable certainty.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Helix established lost profits with reasonable certainty (or was barred by the "new business" rule) | Helix relied on expert market analyses and Ivey’s industry experience to show a demand for its improved lease product and to quantify lost revenues. | TURSS argued Helix was a new company selling a new, unestablished product; lost-profit projections were speculative and unsupported by prior sales or comparable-market data. | Held for TURSS: Helix failed to show lost profits with reasonable certainty; summary judgment proper. |
| Whether comparison to the NAA lease (and other non-identical data) sufficed to quantify damages | Helix contended its product was an improvement on the NAA lease and experts could extrapolate market share and revenues from that comparison. | TURSS responded the NAA product was materially different and relied on distinct distribution/platform features, making any comparison speculative. | Held for TURSS: differences between Helix’s untested product and existing products made the lost-profit estimates unreliable. |
| Whether courts should adopt Restatement (Second) of Contracts § 352 principles to relax certainty at summary judgment (dissenting view) | Dissent argued modern economic and expert methods (and Restatement § 352 commentary) allow juries to resolve reasonable-certainty disputes and courts should be reluctant to grant summary judgment when breach is willful. | Majority declined to adopt § 352 as a rule changing Illinois law for summary-judgment analysis; held existing precedent requires reasonable certainty, often shown by prior profits or closely comparable data. | Held: Majority rejected adopting § 352; left existing Illinois standards intact. |
Key Cases Cited
- Tri-G, Inc. v. Burke, Bosselman & Weaver, 222 Ill. 2d 218 (Ill. 2006) (lost prospective profits must be proved with reasonable certainty; exceptions fact-specific).
- Milex Products, Inc. v. Alra Laboratories, Inc., 237 Ill. App. 3d 177 (Ill. App. 1992) (new-product lost-profits recovery upheld where evidence showed an established market and reliable comparables).
- Midland Hotel Corp. v. Reuben H. Donnelly Corp., 118 Ill. 2d 306 (Ill. 1987) (profits must be shown with a reasonably sure basis of facts; fact-intensive inquiry).
- SK Hand Tool Corp. v. Dresser Industries, Inc., 284 Ill. App. 3d 417 (Ill. App. 1996) (courts reject speculative or unsupported profit projections for new businesses).
- Malatesta v. Leichter, 186 Ill. App. 3d 602 (Ill. App. 1989) (lost profits allowed where damages were supported by comparable prior profits at the same location).