Kessebohmer Retail Merchandising Inc. v. Pete's Fresh Market 4700 Corporation, 1:24-cv-01172

Kesseböhmer Retail Merchandising USA, Inc. sued Pete’s Fresh Market for breach of contract, alleging nearly $850,000 in shelving was ordered for two Pete’s stores, but Pete’s refused to pay after Kesseböhmer procured and customized the shelves.
The parties communicated extensively, holding meetings where Kesseböhmer claims a deal was sealed orally and by handshake, but Pete’s denies a binding agreement was reached, noting the lack of a formal, written contract.
Both parties moved for summary judgment: Kesseböhmer on contract and certain affirmative defenses, Pete’s arguing no enforceable contract existed and invoking the statute of frauds.
The key factual disputes concern whether the parties demonstrated mutual assent to contract terms through their words and actions, and whether the agreement’s material terms (like price and timing) were sufficiently definite.
The court found genuine factual disputes—particularly as to mutual assent, contract definiteness, and whether Kesseböhmer reasonably mitigated damages—requiring jury resolution.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Existence of Implied-in-Fact Contract	Conduct and meetings showed mutual assent, forming enforceable deal.	Conduct showed no mutual assent; deal required further documentation.	Disputed facts—jury must decide. Summary judgment denied.
Existence of Oral Contract	Testimony shows handshake agreement on price/timing, meeting of minds.	Price and timing were indefinite; agreement not sufficiently definite or final.	Disputed facts—jury must decide. Summary judgment denied.
Statute of Frauds Defense	Exceptions applied (esp. specially manufactured goods).	Writing required for sale over $500; exceptions inapplicable or factually disputable.	Disputed facts—jury must decide if exceptions apply.
Failure to Mitigate Defense	Made sufficient efforts to resell; defendant has no counter-evidence.	Plaintiff’s mitigation efforts were insufficient; disputed outreach to buyers.	Disputed facts—jury must decide. Summary judgment denied.

Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment standard—genuine dispute exists if a reasonable jury could decide for nonmovant)
Gociman v. Loyola Univ. of Chicago, 41 F.4th 873 (elements of breach of contract under Illinois law)
Trapani Constr. Co. v. Elliot Grp., Inc., 64 N.E.3d 132 (existence of implied-in-fact contract depends on facts and must show intent to be bound)
Quake Const., Inc. v. Am. Airlines, Inc., 565 N.E.2d 990 (whether parties intended to create binding contract prior to writing is a factual issue)
Liautaud v. Liautaud, 221 F.3d 981 (existence of contract is a question of law only if facts are undisputed)