Santorini Cab Corp. v. Banco Popular North America
2013 IL App (1st) 122070
Ill. App. Ct.2013Background
- Santorini and Banco entered into two May and July 2006 contracts for the sale of taxicab medallions (Nos. 2408 and 2361) at $48,000 each.
- Each contract included a 90-day condition and a DCS approval process; if unmet or disapproval, Banco’s only liability was to refund the earnest money and the contract would be void.
- Time was of the essence and notices were to be delivered by hand, courier, or certified mail.
- After the 90-day period, negotiations continued, but Banco’s counsel later stated the deals were “dead.”
- Santorini filed suit in September 2007 for breach of contract; discovery sanctions and later summary judgments affected its claim for lost profits and the damage measurement.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether lost profits were properly precluded | Santorini contends lost profits were provable with reasonable certainty despite discovery gaps. | Banco argues lack of competent proof and the discovery sanctions eliminated evidence of lost profits. | Yes; lost profits precluded due to failure to provide proof with reasonable certainty and sanction-related evidentiary gaps. |
| What measure of damages governs breach | Santorini seeks damages based on market value at trial to capture increased medallion value. | Damages should be the difference between contract price and market price at breach (February 2007). | Damages measured by difference between contract price and market price at breach (Feb. 2007); not at trial. |
Key Cases Cited
- Quad County Distributing Co. v. Burroughs Corp., 68 Ill. App. 3d 163 (1979) (measure of damages for sale of personal property with market availability: contract vs. breach price)
- Loescher v. Deisterberg, 26 Ill. App. 520 (1887) (availability of market price when breach occurs)
- Slueter v. Wallbaum, 45 Ill. 43 (1867) (buyer may recover difference between contract and market price at breach)
- Benj. Harris & Co. v. Western Smelting & Refining Co., 381 Ill. 443 (1942) (market price measure when there is a market and no special circumstances)
- Erickson, 115 Ill. App. 3d 1026 (1983) (damages based on value at judgment when contract provides own measure of damages)
- Mercantile Holdings, Inc., 261 Ill. App. 3d 546 (1993) (damages in lender/stock context; not controlling here)
- Nilsson v. NBD Bank of Illinois, 313 Ill. App. 3d 751 (1999) (damages framework; distinguishable facts)
- Vulcan Metal Products, Inc. v. Schultz, 180 Ill. App. 3d 67 (1989) (lost profits proof must be reasonably certain)
- Girsberger v. Kresz, 261 Ill. App. 3d 398 (1993) (burden to present competent proof of lost profits)
- Walker v. Ridgeview Construction Co., 316 Ill. App. 3d 592 (2000) (damages to place party in as-if position, not windfall)
- Erickson, 115 Ill. App. 3d 1026 (1983) (contract damages language critical to measurement approach)