VIPER TRADESHOW TRANSPORTATION, INC., d/b/a Viper Tradeshow Services, an Illinois corporation v. AMERICAN VETERINARY MEDICAL ASSOCIATION, an Illinois not-for-profit corporation
No. 1-21-0008
APPELLATE COURT OF ILLINOIS FIRST DISTRICT
August 13, 2021
2021 IL App (1st) 210008-U
PRESIDING JUSTICE DELORT
FIFTH DIVISION; NOTICE: This order was filed under Supreme Court Rule 23 and may not be cited as precedent by any party except in the limited circumstances allowed under Rule 23(e)(1).
No. 19 CH 10841
Honorable Raymond W. Mitchell, Judge, presiding.
PRESIDING JUSTICE DELORT delivered the judgment of the court.
Justices Cunningham and Rochford concurred in the judgment.
ORDER
¶ 1 Held: The circuit court did not err in dismissing the amended complaint pursuant to
¶ 2 The plaintiff-appellant Viper Tradeshow Transportation, Inc. and defendant-appellee American Veterinary Medical Association (AVMA) entered into a written contract under which
BACKGROUND
¶ 3 ¶ 4 The following recitation of facts is taken from the pleadings and exhibits of record. On March 14, 2016, the parties entered into a written agreement under which Viper would provide exposition, trade show, and convention services for AVMA‘s 2018, 2019, and 2020 conventions to be held in Denver, Washington, and San Diego. The agreement provided that: (1) Viper would provide certain listed services for a flat fee of $10,000, including “all preshow planning and equipment“; (2) Viper would store AVMA equipment and graphics between conferences on a complimentary basis; (3) any data generated or collected by Viper while performing its services would be AVMA‘s exclusive property; and (4) Viper would provide graphics and signage according to a set per-item fee schedule. Services included, among other things, floor plan and exhibit design, graphics, furnishings and equipment, set-up, management, removal, and storage of AVMA‘s property between shows. Under the agreement, convention exhibitors would pay Viper directly for their space, and Viper would then pay some of the exhibitors’ fees back to AVMA in the form of a discount to the amount due from AVMA.
¶ 5 The agreement contains a section entitled “Termination” which states in pertinent part:
“AVMA may terminate this Agreement without further liability to Viper with prior, written notice to Viper if: * * * 4. Viper fails to perform the Services for any Event to AVMA‘s reasonable satisfaction in AVMA‘s sole discretion, or AVMA decides in its sole discretion to terminate this Agreement for any reason. If AVMA
terminates this Agreement under this subparagraph 4, AVMA shall provide Viper with no less than six months prior written notice of termination.”
The agreement also contains an integration clause reading: “This agreement contains the entire agreement between the parties regarding the subject matters referred to herein, and shall supersede all prior oral and written agreements between them regarding such matters.”
¶ 6 On December 10, 2018, after Viper completed services for the 2018 convention, AVMA notified Viper that it was terminating the contract as to the 2019 and 2020 conventions. AVMA stated that “Viper failed to perform the [2018 convention services] to the AVMA‘s satisfaction.” AVMA requested that Viper return AVMA‘s data, equipment, graphics, and other inventory stored by Viper. This termination occurred more than six months before the next 2019 convention was set to begin, and Viper does not contend it was untimely.
¶ 7 About a week later, Viper responded to the termination notice. Viper took the position that the termination was without cause. It demanded payment of non-contractual discounts and included an invoice for work already done for the 2019 convention for $23,052.80. Viper later issued two additional invoices for this work, each of which was for more than $150,000. AVMA eventually used some of the materials which Viper had already prepared for the 2019 convention. Viper had already made site visits to the convention venue, created floor plans, and began planning an inventory review for the upcoming convention. At the time of termination, AVMA had Viper‘s floor plans, designs, and graphics, which, according to Viper, “misappropriated without compensation.”
¶ 8 Viper filed a three-count amended complaint against AVMA, which is the operative complaint for the purposes of this appeal. Count I is a claim for breach of contract. The other
¶ 9 AVMA moved to dismiss all three counts pursuant to
¶ 10 The circuit court first found that Viper had not pleaded facts showing that AVMA had breached the contract, because paragraph 4 of the contract‘s termination section allowed AVMA to terminate the contract six months before the 2019 convention date, which it did. The court rejected Viper‘s argument that the term “without further liability” required AVMA to pay Viper for discretionary discounts, for services Viper had already performed for the 2019 convention, and for use of materials which Viper had created. It found that nothing in the plain language of the contract required AVMA to make such payments.
¶ 11 The court also dismissed the quantum meruit claim because such a claim only allows recovery on a quasi-contract, that is, when no actual agreement exists between the parties. Here, because there was an actual written contract between the parties, a quantum meruit claim could not stand. Finally, the court found that Viper did not state a valid claim for relief under the theory of unjust enrichment, also because unjust enrichment does not apply when the parties have an express contract. The court dismissed the amended complaint with prejudice. This appeal followed.
ANALYSIS
¶ 12 ¶ 13 On appeal, Viper does not contest the dismissal of count I (breach of contract), but it argues that the circuit court erred in dismissing count II (quantum meruit) and count III (unjust enrichment).
¶ 14 We first note that Viper‘s brief fails to comply with
¶ 15 Supreme court rules are not mere suggestions; they are rules that must be followed. Roth v. Illinois Farmers Insurance Co., 202 Ill. 2d 490, 494 (2002). “Where an appellant‘s brief fails to comply with supreme court rules, this court has the inherent authority to dismiss the appeal.” Epstein v. Galuska, 362 Ill. App. 3d 36, 42 (2005). This court may strike an appellant‘s brief for noncompliance with
¶ 16 The circuit court dismissed counts II and III of the amended complaint pursuant to
¶ 17 In count II of the amended complaint, Viper seeks relief under the theory of quantum meruit. The term ”quantum meruit,” which means “as much as he deserves,” is an expression used to describe the extent of liability on a “quasi-contract,” i.e., a contract implied in law. (Internal quotation marks omitted.) Archon Construction Co. v. U.S. Shelter, L.L.C., 2017 IL App (1st) 153409, ¶ 30. A quasi-contract, or contract implied in law, is one where there is no actual agreement between the parties, but nonetheless a duty is imposed to prevent injustice. Id. As such, claims sounding in quantum meruit are predicated upon the reasonable value of the services performed. Id. To recover under a quantum meruit theory, a plaintiff must show (1) it performed a service to benefit the defendant, (2) it did not perform the service gratuitously, (3) defendant accepted the service, and (4) no contract existed to prescribe payment for the service. Id. ¶ 31. Under the fourth element, it has been well established that actions in quasi-contract, such as
“As in physics, two solid bodies cannot occupy the same space at the same time, so in law and common sense, there can not be an express and an implied contract for the same thing, existing at the same time. This is an axiomatic truth. It is only when parties do not expressly agree, that the law interposes and raises a promise.” Walker v. Brown, 28 Ill. 378, 383 (1862).
More recently, this court explained:
“When parties enter into a contract they assume certain risks with an expectation of a return. Sometimes, their expectations are not realized, but they discover that under the contract they have assumed the risk of having those expectations defeated. As a result, they have no remedy under the contract for restoring their expectations. In desperation, they turn to quasi-contract for recovery. This the law will not allow. Quasi-contract is not a means for shifting a risk one has assumed under contract.” Industrial Lift Truck Service Corp. v. Mitsubishi International Corp., 104 Ill. App. 3d 357, 361 (1982).
¶ 18 To avoid this result, Viper argues that once AVMA unilaterally terminated the contract, the fourth element of the quantum meruit—the existence of a valid contract—no longer barred its recovery because the contract simply no longer existed. But, as AVMA correctly points out, Viper seeks compensation for services it provided during the contract term, from March 14, 2016 to
¶ 19 We next proceed to consider Viper‘s contention that the court erred in dismissing count III, the unjust enrichment claim. Under the doctrine of unjust enrichment, a plaintiff must show that the defendant has “unjustly retained a benefit to the plaintiff‘s detriment and that defendant‘s retention of the benefit violates the fundamental principles of justice, equity, and good conscience.” HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc., 131 Ill. 2d 145, 160 (1989). Unjust enrichment is not an independent cause of action. Martis v. Grinnell Mutual Reinsurance Co., 388 Ill. App. 3d 1017, 1024 (2009). Rather, it is merely a remedy for “unlawful or improper conduct as defined by law, such as fraud, duress or undue influence” (internal quotation marks omitted) (Alliance Acceptance Co. v. Yale Insurance Agency, Inc., 271 Ill. App. 3d 483, 492 (1995)). Alternatively, it may be based on contracts which are implied in law (Perez v. Citicorp Mortgage, Inc., 301 Ill. App. 3d 413, 425 (1998)). However, unjust enrichment is inapplicable when an express contract, oral or written, governs the parties’ relationship. Id.
¶ 20 Here, Viper‘s unjust enrichment claim alleges facts that are virtually identical to those alleged in count II, which sought relief under the quite similar theory of quantum meruit. A
CONCLUSION
¶ 21 Accordingly, we affirm the judgment of the circuit court dismissing counts II and III of the amended complaint with prejudice. Count I remains dismissed with prejudice pursuant to the circuit court‘s order.
¶ 22 Affirmed.
PRESIDING JUSTICE DELORT