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Heritage Commons Partners, Ellen L. Barnes, William F. Cellini, Sheldon H. Ginsburg and Perry J. Snyderman v. Village of Summit

Citations: 935 F.2d 1489; 1991 U.S. App. LEXIS 12493; 1991 WL 102891Docket: 90-1741

Court: Court of Appeals for the Seventh Circuit; June 17, 1991; Federal Appellate Court

Narrative Opinion Summary

This case involves a legal dispute between a development partnership and the Village of Summit regarding a breach of contract for a mixed-use residential and retail development project. The partnership, formed by local residents and developers, sought to revitalize an abandoned truck terminal site using federal grants, specifically HODAG and UDAG, with the Village's support. The Village passed resolutions indicating its commitment to the project, but later refused the HODAG grant, leading to the partnership's breach of contract claim. The jury awarded the partnership $1,000,000 in damages, finding that the Village's actions constituted a breach of contract by rejecting a grant that was essential to the development. The trial court upheld this verdict, noting that the evidence supported the finding of a binding agreement established by the Village's resolutions and subsequent actions. The Village's appeal argued the absence of mutual assent and contractual obligation, but the appellate court affirmed the judgment, emphasizing the sufficiency of outward expressions of intent and the reasonable basis for the damages awarded. The case underscores the legal principles of contract formation, breach, and damages under Illinois law, particularly in municipal agreements involving federal grant applications.

Legal Issues Addressed

Breach of Contract under Illinois Law

Application: The jury found that the Village breached the contract by refusing the HODAG grant after the resolutions indicated an intent to be bound by the agreement.

Reasoning: The jury determined that the breach of contract occurred when the Village refused to accept the HODAG grant for the residential development, regardless of whether the Partners pursued the UDAG application for the retail component.

Damages for Breach of Contract

Application: The award of $1,000,000 in damages was upheld as reasonable, reflecting the lost profits that would have been realized if the contract had been fulfilled.

Reasoning: Breach of contract damages aim to place the Plaintiffs in the position they would have occupied had the Defendants not breached the contract.

Illinois Law on Acceptance of Contract Terms

Application: The court found that the Village's actions constituted acceptance of the contract terms, as there was no express reservation of rights to refuse the grant.

Reasoning: However, Illinois law states that acceptance of contract terms occurs unless expressly conditioned otherwise.

Meeting of the Minds Requirement

Application: The court held that a contract requires a 'meeting of the minds,' which can be satisfied by outward expressions of intent despite internal reservations.

Reasoning: The judge emphasized that outward expressions of intent to be bound are sufficient, regardless of any internal intentions.

Resolution and Ordinance as Contractual Obligations

Application: The Village's resolutions and actions were interpreted as binding commitments to pursue the development grants, thus forming a contract.

Reasoning: The jury likely concluded there was no credible evidence that the Village intended to reserve the right to refuse the grant, supported by a Summit resolution authorizing the Village president to apply for the grant and execute the Development Program.