Morningside North Apartment I, LLC v. 1000 N. LaSalle, LLC>
2017 IL App (1st) 162274
Ill. App. Ct.2017Background
- Plaintiff Morningside owns 170 W. Oak St., including a 69-space parking lot; it succeeded Northwest by deed. 1000 N. LaSalle (defendant) owns the adjacent property at 1000 N. LaSalle, successor to Capital.
- In 1998 Northwest and Capital entered a license agreement covering 20 parking spaces (spaces 50–69) on the Morningside property (the License Parcel).
- The 1998 Agreement describes the grant as a “non-exclusive license” but also states “The parking spaces shall be used at the sole and exclusive direction of Licensee.”
- Licensee (Capital, later 1000 N. LaSalle) paid reimbursements for maintenance and rented the 20 spaces to its residents; plaintiff demanded cessation of that renting after acquiring the property in 2013.
- Plaintiff sued for a declaratory judgment arguing the agreement is void for lack of consideration or, alternatively, only grants a nonexclusive license; defendant sought declaration it has an exclusive right to direct use of the 20 spaces.
- Trial court granted plaintiff summary judgment (concluding only a nonexclusive license), denied defendant’s cross-motion; on appeal the appellate court found the agreement ambiguous and remanded for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the 1998 Agreement grants only a nonexclusive license to the 20 parking spaces | The contract’s repeated description as a “nonexclusive license” and the owner’s reservation of rights show nonexclusive use | The clause ‘‘used at the sole and exclusive direction of Licensee’’ shows an exclusive right to direct use of the spaces | Ambiguous — cannot resolve by summary judgment; remand for further proceedings |
| Whether the trial court’s order was final and appealable | Plaintiff characterized its motion under 2-1005(d) but sought full relief (summary judgment) | N/A (defendant appealed the summary judgment) | The order was effectively a final summary judgment disposing of the case and was appealable under Rules 301/303 |
| Whether summary judgment was appropriate where interpretation is disputed | The court below adopted plaintiff’s interpretation and granted summary judgment | Defendant sought summary judgment enforcing exclusive-right interpretation | Where contract language is reasonably susceptible to multiple meanings, interpretation is a question of fact precluding resolution on summary judgment; trial court’s grant reversed, denial of defendant’s motion affirmed |
Key Cases Cited
- Outboard Marine Corp. v. Liberty Mutual Ins. Co., 154 Ill.2d 90 (1992) (standard of de novo review on cross-motions for summary judgment)
- Thompson v. Gordon, 241 Ill.2d 428 (2011) (summary judgment standards and construction of contract provisions)
- Quake Constr., Inc. v. American Airlines, Inc., 141 Ill.2d 281 (1990) (ambiguity in contract terms makes interpretation a question of fact)
- Gallagher v. Lenart, 226 Ill.2d 208 (2007) (primary objective is to give effect to parties’ intent; contract construed as whole)
- Farm Credit Bank of St. Louis v. Whitlock, 144 Ill.2d 440 (1991) (if contract is facially unambiguous, interpretation is a question of law)