Quality Transportation Services, Inc. v. Mark Thompson Trucking, Inc.
2017 Ill. App. LEXIS 662
| Ill. App. Ct. | 2017Background
- QTS (broker) and MTT (carrier) had a 2011 transportation brokerage agreement containing a nonsolicitation clause restricting MTT from soliciting QTS customers for traffic first learned of or first tendered by QTS.
- MTT provided hauling for QTS’s customer U.S. Silica (USS) on specific routes under the agreement. In early 2015 USS employee Janice Casey contacted MTT about hauling; subsequent communications and multiple bids from MTT followed.
- MTT submitted several rate proposals to USS; USS accepted a lowered rate in mid-June 2015 and MTT began hauling directly for USS around June 18, 2015. MTT notified QTS of termination shortly thereafter.
- QTS sued, alleging MTT solicited USS in breach of the nonsolicitation clause; MTT moved for summary judgment arguing USS initiated contact (so business was unsolicited) and alternatively that the covenant was unenforceable.
- The trial court granted summary judgment for MTT; QTS appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether MTT’s communications and bids to USS constituted "solicitation" in breach of the nonsolicitation clause | MTT’s repeated contacts and submitted bids after initial contact by USS show affirmative efforts to obtain USS business and raise a genuine issue of material fact on solicitation | USS (via Casey) initiated the first contact, so MTT’s later acceptance of business was unsolicited and permitted by the contract; alternatively, the clause is unenforceable | Reversed summary judgment and remanded: factual dispute exists whether MTT’s separate contacts/bids amounted to solicitation; triable issue for factfinder |
| Whether the nonsolicitation clause is unenforceable as an unreasonable restraint on trade | QTS: clause is narrowly tailored to protect legitimate broker customer relationships and is reasonable | MTT: clause is an unlawful restraint or otherwise unenforceable | Court held clause is reasonable and enforceable (limited scope: routes at issue, one-year post-termination restriction, allows unsolicited acceptance) |
Key Cases Cited
- Tomei v. Tomei, 235 Ill. App. 3d 166 (Ill. App. Ct.) (direct solicitation involves private communications targeting a client with an immediate or potential need)
- DeSaga v. West Bend Mut. Ins. Co., 391 Ill. App. 3d 1062 (Ill. App. Ct.) (standard of review for summary judgment is de novo)
- Williams v. Manchester, 228 Ill. 2d 404 (Ill. 2008) (triable issue exists where reasonable persons might draw divergent inferences from undisputed facts)