Midway Park Saver v. Sarco Putty Co., 976 N.E.2d 1063

Midway leased Sarco’s vacant land west of Midway’s lot in 1993 to expand parking.
The lease required Midway to complete specified improvements by December 31, 1993 and provided ownership of improvements to Lessor at term end.
Midway sought to install an additional fence with razor wire after vandals gained access; Sarco refused.
Lease expired December 31, 2005, but Midway remained on and paid rent; disputes continued.
In 2006 Sarco removed fence clips and 15 feet of guardrail, after which theft and vandalism occurred; Midway sued for breach of lease and related acts.
Trial court dismissed count I (breach) and count II (implied covenant) in various stages; later, Midway amended complaint alleging three counts including breach, quiet enjoyment, and conversion; conversion went to trial with Midway obtaining jury verdicts in 2011.
Appellate court affirmed in part and reversed in part, reinstating count II (breach of quiet enjoyment) and remanding for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did court properly dismiss original count for breach of lease?	Midway contends residual improvements post-1993 breach the date constraint.	Sarco argues contract unambiguous; improvements must be completed by 1993.	Yes, count I properly dismissed (unambiguous deadline).
Did the denial of reconsideration fall within proper scope?	Midway asserts new facts from deposition warrant reversal.	No new legal basis; facts restate prior claims.	Yes, denial affirmed (no abuse of discretion).
Was amended count I (breach) properly dismissed?	Midway claims conduct modified contract; extenuating extrinsic evidence supports modification.	Terms unchanged; extrinsic evidence cannot create new breach claim.	Count I of amended complaint correctly dismissed; no new breach established.
Whether count II (quiet enjoyment) should be reinstated despite earlier dismissal	Midway alleged constructive eviction due to Sarco’s removal of fence components.	Count II mischaracterized; relies on a rejected implied covenant theory.	Count II reinstated; the 1993 Act voided paragraph 7’s exculpatory/indemnity provisions, allowing the claim.
Does paragraph 7 of the lease violate the Lessor’s Liability Act as of 1993 terms?	Paragraph 7 is void under the Act at contract formation; cannot bar liability.	Act evolved; modern version may not apply to 1993 contract.	Paragraph 7 void under 1993 Act; cannot bar liability; however, amended statute later limited reach.

Clarendon American Insurance Co. v. Prime Group Realty Services, Inc., 389 Ill. App. 3d 724 (2009) (contract interpretation governs unambiguous terms; secondary sources for interpretation)
Village of Arlington Heights v. Anderson, 2011 IL App (1st) 110748 (2011) (language not ambiguous merely because of dispute; de novo review on contract interpretation)
Seago v. Roy, 97 Ill. App. 3d 6 (1981) (landlord repair duty analysis; inapplicable to improvement disputes)
Janda v. United States Cellular Corp., 2011 IL App (1st) 103552 (2011) (2-619 motion standard; pleadings and pleadings-based review)
Economy Mechanical Industries, Inc. v. T.J. Higgins Co., 294 Ill. App. 3d 150 (1997) (statutory voidness of exculpatory provisions under Lessor’s Liability Act)
Dubey v. Public Storage, Inc., 395 Ill. App. 3d 342 (2009) (time-of-contract applied to Act; voidness of paragraph 7 under 1993 Act)
Korte & Luitjohan Constructors, Inc. v. Thiems Construction Co., 381 Ill. App. 3d 1110 (2008) (contract terms incorporated by reference; law as of contract date governs)
Price v. State Farm Mutual Automobile Insurance Co., 116 Ill. App. 3d 463 (1983) (time-of-contract governs understanding of the parties)
Blue Cross Ass’n v. 666 North Lake Shore Drive Associates, 100 Ill. App. 3d 647 (1981) (implied covenants and quiet enjoyment principles)