Thе old adage “don’t sign it until you’ve read it” applies to unions just as it does to individuals. In this case, National Production Workers Union Insurance Trust (the *899 “Trust” or “N.P.W.U.”) and Life Insurance Company of North America (“LINA”) executed group accident and group life insurance policies that omitted what the Trust considered to be a critical beneficiary provision. Nonetheless, the Trust’s chairman signed the policy and the Trust paid the policy premiums. This dispute arose after LINA refused to pay the Trust a death benefit to which the Trust assumed it was entitled but for which the actual terms of the policy prohibited. In response, the Trust brought suit against LINA and its parent company, Cigna Corporation. LINA countersued for two months’ unpaid premiums. The district court dismissed Cigna as a party for lack of personal jurisdiction and granted LINA’s motion for summary judgment on all counts. We affirm.
I. Background
In 2003, the Trust sought to implement group accident and group life insurance policies аs a benefit for its union members. 1 The Trust desired a life insurance policy that included a beneficiary provision that paid $50,000 to the Trust as a beneficiary and $50,000 to the decedent’s beneficiaries, for a total death benefit of $100,000. To find such a policy, the Trust turned to Robert Mondo, the Trust’s insurance broker of record from 2001-2005. Based on instructions from Trust officers, Mondo prepared a request for proposal (“RFP”), which he then distributed to various insurance companies, including LINA. Consistent with the Trust’s desired beneficiary provision, Mondo’s RFP specifically sought a life insurance policy where the “Trust is the owner of the policy and also [a] beneficiary.”
Two weeks after receiving the RFP, a LINA employee sent Mondo a proposal for both policies. LINA’s proposal contained only a summary of the proposed policy’s terms, but it expressly cautioned that “[t]his is not a contract,” and “the controlling provisions will be in the group insurance policy.” The proposal omitted any reference to the Trust’s desired beneficiary provision. Evidently impressed, the Trust instructed Mondo to place its group accident and group life insurance coverage with LINA. To finalize the agreement, LINA sent Mondo drafts of the two policies, an application for group insurance, a subscription agreement, and a subscription and joinder agreement. LINA instructed Mondo to obtain Trust approval and signatures on the appropriate documents.
The group policy drafts sent to the Trust contained two provisions relevant to the instant dispute. First, LINA’s group life policy draft did not contain the beneficiary provision the Trust deemed to be critical. Instead, the policy provided:
Death Benefits will be paid to the Insured’s named beneficiary, if any, on file at the time of payment. If there is no named beneficiary or surviving beneficiary, Death Benefits will be paid to the first surviving class of the following living relatives: spouse; child or children; mother or father.... ”
Second, the group insurance application stated, “Payment of the required premium after delivery of the policy(ies) acts as acceptance of the terms and conditions of the policy(ies).” Apparently content with these terms, Louis M. Pissios, the Trust’s chairman, signed the group insurance application and subscription agreements signaling his full acceptance of LINA’s offer. In September 2003, the Trust paid the first policy premium, and shortly thereafter, LINA sent Mondo a copy of the final policies. The beneficiary provision in both the draft and final policies was identical, *900 but still different than the Trust’s desired beneficiary provision.
As time passed, the Trust made timely premium payments. On May 21, 2004, the Trust made its first claim on the group life policy. Mondo emailed LINA notice that union member Charles Knight had passed away. Six days later, Mondo demanded LINA pay 50% of the death benefit to the Trust. On June 8, 2004, LINA responded to Mondo by highlighting the express terms of the life insurance policy that required LINA to pay the full death benefit to the decedent’s beneficiaries. LINA further asserted that unless the decedent named the Trust as a beneficiary, LINA was contractually prohibited from paying any portion of the $100,000 death benefit to the Trust. Pursuant to the terms of the policy, on August 4, 2004, LINA paid Knight’s sоns a total death benefit of $100,974.60 (the death benefit plus accrued interest). Despite the payment to Knight’s sons, Mondo continued to demand that LINA pay the Trust 50% of the death benefit.
The disagreement over the beneficiary provision came to a head in August 2004. At the direction of LINA, Walter Heindl, senior counsel at Cigna, sent a letter to the Trust providing formal notice that LINA was exercising its contractual right to terminate the group life insurance policy, effective September 30, 2004. In the letter, Heindl also suggested that there had been no “meeting of the minds regarding the design of the group life insurance plan....” Even if the contract permitted payment to the Trust as a beneficiary, Heindl concluded that Illinois state law requires insurers to pay only those beneficiaries designated by the decedent. 2 Upon receiving Heindl’s letter, the Trust discontinued paying the monthly premium.
In August 2005, the Trust filed suit in Illinois state court against LINA and Cigna seeking a declaratory judgment and rescission of the contract. In the alternative and relying principally on Heindl’s suggestion that there had been “no meeting of the minds,” the Trust sought damages based on theories of breach of contract, unjust enrichment, and negligence. LINA removed the action to federal court premised on either federal question or diversity of citizenship subject matter jurisdiction. 3 In January 2006, Judge Hibbler dismissed the negligence claim, but reserved judgment on Cigna’s Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction. Following extensive discovery on personal jurisdiction, Magistrate Judge Schenkier dismissed the complaint against Cigna. The case was reassigned to Judge Dow in December 2007.
LINA filed a counterclaim against the Trust for unpaid policy premiums for the months of August and September 2004, and then moved for summary judgment. Judge Dow found an enforceable contract existed as a matter of law, and thus granted LINA’s motion for summary judgment on аll counts. He then entered judgment in favor of LINA on its counterclaim for $95,059.99. The Trust filed this timely appeal.
*901 II. Analysis
On appeal, the Trust presents two arguments for our review. First, it contends that there are at least four genuine issues of material fact that should have prevented the district court from entering summary judgment in favor of LINA. Second, the Trust claims that Magistrate Judge Schenkier erred by finding that Cigna was not subject to the district court’s personal jurisdiction.
A. Summary Judgment
The plaintiff principally argues that the district court erred in granting LINA’s motion for summary judgment. Namely, the Trust identifies what it considers to be four genuine issues of material fact. First, the Trust highlights Heindl’s admission in his August 2004 letter that there had been no “meeting of the minds regarding the design of the group life insurance plan.” This statement, the Trust argues, should be given to the factfinder as objective evidence that the two parties never mutually assented to the policy. Second, the Trust questions the district court’s conclusion as a matter of law that Mondo’s actions as agent bound the Trust to the group policies. In questioning the propriety of Mon-do’s agency, the Trust asserts that Mondo stopped acting as the Trust’s agent following the purported purchase of the group policies, but before he delivered them to the Trust. Alternatively, the Trust claims that LINA knew or should have known that Mondo did not have the authority to bind the Trust to policies that materially deviated from its stated intention. Third, the Trust contеnds that the factual questions surrounding the legitimacy of the contract should have precluded the district court from granting summary judgment on its unjust enrichment claim. Finally, the Trust argues that the district court erred in granting summary judgment on LINA’s breach of contract counterclaim, because there is an open question as to whether LINA actually performed according to the contract’s terms.
We review grants of summary judgment
de novo, Berry v. Chicago Transit Auth.,
1. HeindVs Letter
The Trust’s first two issues of material fact implicate the district court’s finding that the Trust and LINA executed a binding contract. Under Illinois state law, an enforceable contract requires an offer, acceptancе, consideration, and mutual assent.
Voelker v. Porsche Cars N. Am., Inc.,
Here, the Trust argues that Heindl’s August 2004 letter suggesting there had been no meeting of the minds constitutes an admission that mutual assent was absent. This evidence, the Trust asserts, “is an admission of a fact which goes to the heart of the ultimate issue,” and a jury should have an opportunity to evaluate whether Heindl conceded that a contract between the two parties never existed. Without mutual assеnt, the Trust argues, a valid contract was never executed.
The Trust’s argument is without merit. First, it fails to identify the portions of Heindl’s letter that expressly recognized the existence of a contract. For example, Heindl opens the letter by calling attention to the outstanding issues related to the issued group life policy. Additionally, Heindl’s closing remarks give notice to the Trust that LINA is terminating the group policy effective September 30, 2004. LINA’s contractual right to terminatе the policy presupposes that an enforceable policy existed in the first place.
Instead of focusing on the portions of Heindl’s letter that clearly suggest the existence of an enforceable contract, the Trust hangs its hat on Heindl’s characterization that there had never been a “meeting of the minds.” But, the Trust runs head-first into the longstanding principles of contract law that require courts to evaluate the objective conduct of the parties. Heindl’s post-hoc assessment of a contract signed eleven months earlier provides no objective evidence of the parties’ intentions at the time the contract was signed. Admittedly, Heindl’s word choice was unfortunate given how Illinois courts have described mutual assent, but this phrase standing alone does not prove the Trust’s contention that a contract never existed. On a motion for summary judgment, LINA satisfied its burden that the parties mutually assented tо the group life policy by providing objective evidence that: (1) the Trust’s chairman signed copies of the group insurance application and the subscription agreements; (2) the Trust made nine consecutive premium payments without objecting to the policy’s terms; and (3) LINA continued to provide group life coverage until September 30, 2004.
2. Mondo’s Agency
The Trust’s second summary judgment attack builds on its assertion that an enforceable contract was never exeсuted. Here, the Trust argues that the deficiencies in Mondo’s agency relationship with the Trust prevented the parties from mutually assenting to the group policies. The Trust finds two faults with Mondo. First, the Trust asserts that Mondo’s agency terminated immediately following Mondo’s purported purchase of the group policies, but before he delivered the policies to the Trust. Alternatively, the Trust suggests *903 that LINA knew or should have known that Mondo was not authorized to bind the Trust to materially deviating policies.
The Trust’s first argument is perhaps a nod to the strict duty Illinois law imposes on the insured to review the terms of an issued insurance policy.
See Perelman v. Fisher,
In assessing the Trust’s first agency argument, we must address the threshold question of whether Mondo qualifies as the Trust’s agent. Illinois law distinguishes insurance agents from insurance brokers.
See Krause v. Pekin Life Ins. Co.,
Before Mondo procured the group policy, it is undisputed that he served as the Trust’s insurance broker of record. In that position, Mondo prepared RFPs, obtained insurance quotes, gave Trust officers advice, and communicated with insurance providers, all on behalf of and at the direction of the Trust. Importantly, Mon-do remained independent of all insurance companies. Although Mondo received compensation from LINA, Illinois courts give this factor “very little weight.”
Royal Maccabees Life Ins. Co. v. Malachinski,
To bolster its argument that Mondo’s agency terminated following the procurement of the group policies, the Trust misleadingly points to a September 4, 2003, letter from LINA to Mondo. The Trust construes the letter as evidence that LINA employees “were interested in developing a continuing relationship with Mondo.” Such a relationship, the Trust contends, is evidence that Mondo took а position adverse to his principal. Although the letter clearly expresses LINA’s desire to build such a relationship with Mondo, LINA’s desire is always expressed in the context of Mondo’s work for the Trust. In fact, the first full sentence of the letter states, “We are excited about partnering with you to build an effective working relationship on the N.P.W.U. account.” Even when drawing all inferences in the Trust’s favor, this letter and the other two undisputed facts provide enough evidence to conclude at summary judgment that Mondo remained in his position as the Trust’s agent/broker at all relevant times in this dispute. Accordingly, we hold as a matter of law that Mondo’s knowledge of the final policy (imputed to the Trust) constitutes effective delivery to LINA.
The Trust finds a second fault in Mondo’s conduct as agent. Without identifying record facts or favorable precedent, the Trust argues that LINA knew or should have known that Mondo’s authority did not extend to the procurement of materially deviating policies. But crucially, the Trust ignores the signed group insurance application provision that stated, “Payment of the required premium after delivery of policy(ies) acts as acceptance of the terms and conditions of the policy(ies).” The Trust’s chairman signed this application and the Trust made nine consecutive payments without objecting to the terms of the policy. Even if the Trust could show that LINA knew Mondo had exсeeded his authority, the record is undisputed on the point that LINA unequivocally knew the Trust had expressly agreed to the proposed policy.
Finally, even if Mondo’s agency ended or LINA was not entitled to believe Mondo had authority to bind the Trust, the Trust itself still had access to the policies. In Illinois, an “insured is charged with notice of the contents of an insurance policy, despite the fact that he had not received the policy....”
Schoonover v. Am. Family Ins. Co.,
Like the insured in Schoonover, the Trust had actual knowledge that LINA had issued a policy. Here, the Trust paid monthly premiums, the chairman of the Trust signed the group insurance application and subscription agreements, and the Trust submitted a claim against the policy following a qualifying event. Had the Trust requested a copy of the policy, even *905 the quickest of glances would have indicated that “Death Benefits will be paid to the Insured’s named beneficiary,” not necessarily to the Trust. Thus, even if Mondo’s agenсy was deficient, we hold as a matter of law that the Trust is charged with knowledge of the policy, because it knew LINA had issued the policies.
3. Unjust Enrichment
The Trust identifies a third genuine issue of material fact: whether the district court erred in granting LINA’s summary judgment motion on the Trust’s unjust enrichment claim. But we need not spend much time addressing the merits of this claim because we have long recognized that “[w]hen two parties’ relationship is governed by contract, they may not bring a claim of unjust enrichment unless the claim falls outside the contract.”
Util Audit, Inc. v. Horace Mann Serv. Corp.,
L LINA’s Counterclaim
Lastly, the Trust asserts that the district cоurt improperly granted summary judgment on LINA’s breach of contract counterclaim. LINA asserts that the Trust refused to pay the August and September 2004 premiums following the dispute over Knight’s death benefit. The district court granted LINA’s summary judgment motion and ordered the Trust to pay the past-due premiums plus accrued interest.
To succeed on a breach of contract claim in Illinois, the proponent must prove the existence of a contract, performanсe under that contract, breach by the counterparty, and an injury resulting from that breach.
Burrell v. City of Mattoon,
B. Personal Jurisdiction
We need not spend much time discussing the Trust’s second argument. By way of brief background, the Trust claims that Magistrate Judge Schenkier erred in dismissing the complaint against Cigna for lack of personal jurisdiction. The Trust devotes a significant portion of its brief arguing that Cigna, LINA’s parent company, exercises an unusually high degree of control over LINA. This type of control, the trust argues, should have allowed the district court to exercise personal jurisdiction over Cigna. But it is unnecessary for us to address the merits of the Trust’s argument, because the Trust’s substantive claims against Cigna and LINA are identical. Therefore, we summarily dismiss all claims against Cigna for the same reasons we affirm the grant of summary judgment for LINA.
III. Conclusion
We hold that the Trust has not produced any evidence suggesting that the two parties did not execute an enforceable group insurance contract. Because no reasonable jury could find in the Trust’s favor, we Affirm the district court’s grant of summary judgment on all counts.
Notes
. The life insurance policy, however, is the focus of this dispute.
. Under Illinois state law, "any sum becoming due by reason of the death of the рerson insured shall be payable to the beneficiary designated by the person insured.” 215 ILCS § 5/231.1(F).
. In considering LINA’s motion for summary judgment, the district court found that diversity of citizenship provided adequate grounds for subject matter jurisdiction. As such, it expressly declined to resolve LINA’s alternative removal theory premised on a federal question.
Nat’l Prod. Workers Union Ins. Trust v. Life Ins. Co. of N. Am.,
No. 05-cv-5415
. Consistent with its earlier arguments, the Trust also disputed whether the parties executed an enforceable con tract. But for the reasons previously stated, we find that a contract governs this dispute.