Santorini Cab Corporation v. Banco Popular North America
2013 IL App (1st) 122070
Ill. App. Ct.2013Background
- Santorini and Banco each sold two taxi medallions to Santorini in May and July 2006 for $48,000 each.
- Contract paragraph 6 limited liability to refund of earnest money if DCS approval was not obtained within 90 days or if DCS indicated non-qualification; contract then void.
- Time was of the essence; notices were required to be delivered by hand, courier, or registered/certified mail.
- After the 90-day period, the parties continued attempts to close; December 15, 2006 letter stayed the transaction due to unresolved borrower-notice issue in foreclosure.
- Santorini paid earnest money and remained able to purchase the medallions; the last communications suggested the sale remained unresolved by early 2007.
- Santorini’s discovery responses were incomplete; Banco sought lost profits; the trial court sanctioned Santorini and later precluded lost profits and limited damage evidence.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Lost profits preclusion proper | Santorini argues it can prove lost profits with reasonable certainty | Banco contends no adequate proof due to discovery sanctions | Affirmed: lost profits precluded due to lack of adequate, timely proof |
| Proper damages measure for breach | Santorini seeks damages based on market value at trial | Banco supports market value at breach (Feb 2007) | Affirmed: damages measured by contract price minus market price at breach (Feb 2007) |
| Breach date determination | N/A | N/A | Affirmed: breach occurred no later than February 2007 as found by the bench trial |
Key Cases Cited
- Vulcan Metal Products, Inc. v. Schultz, 180 Ill. App. 3d 67 (Ill. App. 1989) (lost profits proof must be reasonably certain)
- Girsberger v. Kresz, 261 Ill. App. 3d 398 (Ill. App. 1993) (burden to prove lost profits with reasonable certainty)
- Quad County Distributing Co. v. Burroughs Corp., 68 Ill. App. 3d 163 (Ill. App. 1979) (measure of damages for marketable personal property)
- Loescher v. Deisterberg, 26 Ill. App. 520 (Ill. App. 1887) (market price at time of breach when article is marketable)
- Slueter v. Wallbaum, 45 Ill. 43 (Ill. 1867) (différence between contract and market price at breach)
- Benj. Harris & Co. v. Western Smelting & Refining Co., 381 Ill. 443 (Ill. 1942) (when market exists, measure is contract price minus market price at breach)