2021 IL App (1st) 210008
Ill. App. Ct.2021Background
- Viper Tradeshow Transportation contracted with AVMA on March 14, 2016 to provide exposition and convention services for AVMA’s 2018–2020 conventions, with specified duties, fee structure, and an integration clause.
- The contract contained a termination clause allowing AVMA, in its sole discretion, to terminate “without further liability” with at least six months’ written notice; AVMA also could retain Viper’s data and materials.
- After Viper performed 2018 work, AVMA terminated the contract as to 2019–2020 on December 10, 2018, citing unsatisfactory performance and requesting return of materials; the six‑month notice requirement was met.
- Viper claimed AVMA then used Viper’s plans/graphics and refused to pay invoices Viper issued for work already done or for discretionary discounts, and sued for breach, quantum meruit, and unjust enrichment (seeking approx. $168,625.80).
- The circuit court dismissed all counts with prejudice under section 2‑615. Viper did not contest the breach count on appeal and challenged only the dismissals of quantum meruit and unjust enrichment; the appellate court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether quantum meruit recovery is available despite an express written contract and AVMA’s discretionary termination | Viper: termination ended the contract as to 2019, so quasi‑contract recovery for services/materials is available | AVMA: an express contract governed the parties’ relationship and expressly allowed termination; quantum meruit is barred when an express contract covers the subject matter | Court: Dismissed quantum meruit; express contract controls and precludes quantum meruit for the same subject matter |
| Whether unjust enrichment claim survives where an express written contract governs | Viper: AVMA unjustly retained benefit of Viper’s work and materials after termination | AVMA: unjust enrichment inapplicable because an express contract governs and provides the parties’ agreed remedies/risks | Court: Dismissed unjust enrichment; remedy unavailable where an express contract covers the dispute |
Key Cases Cited
- Marshall v. Burger King Corp., 222 Ill. 2d 422 (discusses 2‑615 standard and de novo review)
- HPI Health Care Servs., Inc. v. Mt. Vernon Hosp., Inc., 131 Ill. 2d 145 (defines unjust enrichment elements)
- People v. Kinion, 97 Ill. 2d 322 (quasi‑contract precluded by express contract on same subject)
- Walker v. Brown, 28 Ill. 378 (express and implied contracts cannot coexist for same thing)
- Indus. Lift Truck Serv. Corp. v. Mitsubishi Int’l Corp., 104 Ill. App. 3d 357 (quasi‑contract is not a means to shift contractual risk)
- Hayes Mech., Inc. v. First Indus., L.P., 351 Ill. App. 3d 1 (distinguishes damages measure in quantum meruit vs unjust enrichment)