Vantage Hospitality Group, Inc. v. Q Ill Development
71 N.E.3d 1
Ill. App. Ct.2016Background
- In 2006 Vantage (franchisor) and Q Ill (franchisee) executed a franchise agreement plus a February 2006 Addendum that limited Vantage from franchising within specified radii of Quincy, IL (Area of Protection) and required Q Ill to send at least one representative annually to Vantage’s training conference (Annual Meeting Provision).
- In 2014 Vantage sued Q Ill for unpaid monthly dues; Q Ill counterclaimed for breach, alleging Vantage violated the Area of Protection by licensing a hotel in Hannibal, MO.
- In October 2015 Vantage moved to dismiss Q Ill’s counterclaim under 735 ILCS 5/2-619(a)(9), attaching the Addendum and an affidavit of Vantage VP Jordan Langlois averring Q Ill never attended the annual meetings (thus breaching the Addendum and voiding the Area of Protection).
- The trial court granted Vantage’s motion to dismiss, finding Langlois’s affidavit established Q Ill’s nonattendance and that Q Ill submitted no counteraffidavit; the court concluded the Area of Protection no longer applied.
- Q Ill moved to reconsider, contending Langlois’s affidavit violated Supreme Court Rule 191(a), the court failed to accept Q Ill’s counterclaim allegations as true, and the Agreement/Addendum were ambiguous; the court struck portions of the affidavit but adhered to dismissal.
- Q Ill appealed; the appellate court affirmed, holding (1) Q Ill forfeited its Rule 191(a) objections by not raising them at the initial 2-619 hearing and (2) the Addendum’s conditions were enforceable and breached by Q Ill, negating the Area of Protection.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Vantage’s 2-619(a)(9) motion established an "affirmative matter" negating Q Ill’s counterclaim by showing Q Ill breached the Addendum (nonattendance), voiding the Area of Protection | Langlois affidavit and Addendum show Q Ill never attended required annual meetings; that breach discharged Vantage’s Area of Protection obligations, defeating Q Ill’s counterclaim | Q Ill argued Vantage’s proof merely contradicted its counterclaim (not an affirmative matter), and the Annual Meeting Provision is a condition subsequent so does not void the Area of Protection; also contested affidavit sufficiency under Rule 191(a) | Court held Vantage met its burden: Langlois’s affidavit (uncontradicted by counteraffidavit) admitted nonattendance, which relieved Vantage of the Area of Protection; dismissal affirmed |
| Whether Q Ill preserved challenge to adequacy of Langlois’s affidavit under Supreme Court Rule 191(a) | Vantage: affidavit sufficed to shift burden; Q Ill had to submit counteraffidavit but did not | Q Ill: affidavit lacked personal knowledge, attachments, admissible facts, and show of competency—challenge raised in motion to reconsider | Court held Q Ill forfeited the Rule 191(a) challenge by failing to raise it at the initial 2-619 hearing; appellate court declined to reach those objections on the merits (but provided alternative reasoning that any deficiencies would not change outcome) |
| Whether the Agreement and Addendum are ambiguous as to which Area of Protection controls or whether Addendum conditions apply | Vantage: Addendum incorporated into Agreement and its conditions control conflicting terms | Q Ill: ambiguity exists between Agreement and Addendum; conditions are subsequent and should not negate Area of Protection | Court held no ambiguity; Addendum expressly incorporated and its conditions applied to the Area of Protection, and Q Ill’s breach of those conditions voided the protection |
| Whether trial court abused discretion by granting motion to reconsider and striking parts of affidavit | Vantage: district court properly resolved issues; striking limited paragraphs did not affect ruling | Q Ill: trial court should have stricken the entire affidavit and vacated dismissal | Appellate court held trial court abused discretion by granting reconsideration (raising Gardner principles) but affirmed dismissal on record evidence present at initial hearing; thus outcome stands |
Key Cases Cited
- Gardner v. Navistar International Transportation Corp., 213 Ill. App. 3d 242 (Ill. App. Ct. 1991) (parties may not hold back arguments/evidence and raise them first on motion to reconsider; trial court may disregard late-tendered material)
- Robidoux v. Oliphant, 201 Ill. 2d 324 (Ill. 2002) (appellate approval of Gardner principle; trial court within discretion to strike supplemental affidavit submitted on reconsideration)
- Evanston Insurance Co. v. Riseborough, 2014 IL 114271 (Ill. 2014) (a new legal theory raised first in a motion to reconsider is forfeited)
- Fayezi v. Illinois Casualty Co., 58 N.E.3d 830 (Ill. App. Ct. 2016) (failure to file a counteraffidavit in response to a supporting affidavit filed with a 2-619 motion admits the facts asserted)