LINDQUIST FORD, INC. v. Middleton Motors, Inc., 658 F.3d 760

Lindquist Ford sought to assist Middleton Motors by providing Miller as general manager and a potential cash infusion in exchange for an ownership interest; negotiations began in 2002–2003 under confidentiality and with a written non-liability clause absent an executed agreement.
In April 2003 Miller began managing Middleton while Lindquist remained involved; Lindquist proposed a fee structure based on Middleton’s net profit and asserted management control.
A letter of understanding circulated August 2003 proposed a $500,000 capital infusion for 25% ownership and a two-tier fee (percentages of real income) with profits-triggered payments, but no final written agreement was executed.
March 2004 Middleton terminated Miller; Lindquist sued for quantum meruit, unjust enrichment, promissory estoppel, and breach; retrial on equitable claims proceeded after Lindquist I remanded.
Lindquist I instructed the court to focus on equitable balancing and Lindquist’s reasonable expectation of compensation only if Miller turned Middleton profitable; the district court later found profitability and ordered quasi-contractual damages, which this court reversed as clearly erroneous.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Rule 36 reassignment on remand	Rule 36 requires automatic reassignment to a different judge on remand.	No explicit requirement stated; prior judge could hear retrial.	Automatic reassignment required; case remanded to new judge.
Liability under quantum meruit and unjust enrichment	Lindquist reasonably expected compensation for Miller’s services under equitable balancing.	Middleton’s actions negated a fair opportunity and profitability not established.	Reversed; district court’s findings of profitability and fair opportunity were clearly erroneous.
Damages methodology	Damages should reflect market value of Miller’s services and GM compensation for multi-dealerships.	Damages based on regional GM pay and profit-sharing; equity reasons supported entitlement.	Not addressed due to reversal of liability; damages under quasi-contractual theory must be reconsidered on remand.

Lindquist Ford, Inc. v. Middleton Motors, Inc., 557 F.3d 469 (7th Cir. 2009) (remand for proper equitable balancing under quantum meruit and unjust enrichment; elements and equity-based analysis)
Platinum Tech., Inc. v. Fed. Ins. Co., 282 F.3d 927 (7th Cir. 2002) (clear-error standard for vocational, factual findings; defies error when convinced of mistake)
Seegers v. Sprague, 236 N.W.2d 227 (Wis. 1975) (elements of unjust enrichment: benefit, knowledge, acceptance, inequity of retention)
Ramsey v. Ellis, 484 N.W.2d 331 (Wis. 1992) (quantum meruit damages: reasonable value of plaintiff’s services)