Kohl's Indiana, L.P. and Kohl's Dept. Store, Inc. v. Dennis Owens
979 N.E.2d 159
Ind. Ct. App.2012Background
- Plan Commission approved a May 2004 primary plat for Kohl's on the west Evansville site, conditioned on post of letters of credit for public infrastructure.
- In Jan 2005 Owens obtained four letters of credit naming the Plan Commission as beneficiary totaling $538,454.78 for off-site improvements and utilities.
- Feb 2005 Kohl's and Owens signed an Operation and Easement Agreement and a Site Development Agreement authorizing Kohl's to complete Owens’ work and charge Owens’ expenses.
- Sept 2005 Kohl's and the Board of Commissioners executed a road-improvement agreement allowing Rosenberger Avenue work with penalties if Kohl's failed to complete per approved plans.
- The road-improvement agreement provided Kohl's may be sued or funds drawn from letters of credit to recoup costs if Kohl's failed to complete the project.
- Owens did not complete the project; Kohl's finished the improvements, and by 2010 the Plan Commission released the letters of credit after completion and acceptance.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Kohl's contribution claim against Plan Commission is proper. | Kohl's discharged more than its share and the Plan Commission had a duty to complete. | Plan Commission never accepted a common obligation or agreement to complete the project. | Plan Commission entitled to summary judgment on contribution. |
| Whether Kohl's contribution claim against Board is proper. | Board agreed Kohl's would complete and pay for public improvements, justifying contribution. | Road-improvement agreement allocated costs to Kohl's; no duty to others; no contribution. | Board entitled to summary judgment on contribution. |
| Whether Kohl's unjust enrichment claim against Plan Commission fails. | Plan Commission benefited from improvements and should pay under unjust enrichment. | Plan Commission did not receive a direct, express or implied benefit consented to by Kohl's. | Plan Commission entitled to summary judgment on unjust enrichment. |
| Whether Kohl's unjust enrichment claim against Board fails. | Implied contract exists due to Board-Kohl's arrangements for improvements. | Express road-improvement agreement controls; no implied contract; no unjust enrichment. | Board entitled to summary judgment on unjust enrichment. |
Key Cases Cited
- Zoeller v. E. Chi. Second Century, Inc., 904 N.E.2d 213 (Ind. 2009) (unjust enrichment elements; contract precludes when express contract exists)
- Coppolillo v. Cort, 947 N.E.2d 994 (Ind. Ct. App. 2011) (unjust enrichment when express contract partially governs;Chancery remnant exceptions)
- Indianapolis City Market Corp. v. MAV, Inc., 915 N.E.2d 1013 (Ind. Ct. App. 2009) (contract/indemnity context for interplay with assurances and remedies)
- Fifth Third Bank v. Kohl’s Indiana, L.P., 918 N.E.2d 371 (Ind. Ct. App. 2009) (letters of credit; third-party beneficiary status and related issues (relevant precedent in case history))