MONROE DEVELOPMENT AGENCY v. THE STATE OF ILLINOIS (2002)

OPINION

This $4,380,000 breach of contract claim against the Respondent's Department of Corrections (IDOC) is before the court on the parties cross-motions for summary judgment, and the Respondent's motion for leave to file its response to the Claimant's summary judgment motion. The Claimant has not responded to the Respondent's motions.

We will grant the Respondent's procedural motion and allow its response to be filed, and we take the case on the cross-motions as thus briefed.

Nature of the Claim

Claimant, an Illinois not for profit corporation, entered into a contractual services agreement with IDOC, for the term of February 2, 1997 to June 30, 2001 for Claimant to provide welfare services to IDOC youth wards in Claimant's facilities at a per diem rate of $100 per ward per day. Claimant alleges that on November 21, 1997, IDOC terminated the contract without justification (Compl., f5, f6; Exhibit A), and claims damages for the remainder of the contract term.

The Motions for Summary Judgment

Claimant's motion for summary judgment is supported by its sworn complaint, the executed IDOC contract document, and the IDOC termination letter of November 21, 1997 that purports to terminate the contract immediately and that recites no cause for the termination. Claimant's motion rests substantively on its wrongful termination theory.

Respondent's cross-motion for summary judgment is supported by the IDOC Departmental Report, particularly the numerous documents of record in the IDOC files, which we need not review here. Respondent's response raises a series of legal points and supporting factual allegation: (1) that Claimant fails to state a cause of action for wrongful termination in light of/1.3 of the contract, which allows termination by IDOC without cause upon 30 days notice at any time, and termination without notice upon Claimant's breach; (2) that Claimant's summary judgment motion is not duly supported by non-conclusory underlying facts, (3) that Claimant's damages claims are without factual basis; (4) that Claimant's claims of future damages lack a contractual basis in light of the absence of any contractual entitlement to a minimum payment or to any obligation on IDOC to utilize Claimant's services or facilities; (5) that the contract was terminable for cause due to its failure to maintain valid facility licenses for DCFS (the Department of Children and Family Services); and (6) that the contract was void (or voidable) due to Claimant's inducing misrepresentation to IDOC that its three contracted facilities were then licensed.

The Contract Termination Issue

Both parties have moved for a summary judgment on the issue of the contract termination. We find this issue dispostitive.

Section 1.3 of the IDOC General Terms and Conditions of the parties contract is captioned CANCELLATION / REMEDIES FOR BREACH./1.3 (b) reads as follows:

b. Unless otherwise specified, the Department may terminate this contract in whole or in part, without cause, by giving the contractor thirty days written notice.

This clause unambiguously gives IDOC a 30 day cancellation right at any time, subject only to (1) the 30-day notice requirement, and (2) any contrary or limiting provision elsewhere in the contract (reading otherwise specified broadly to refer to the entirety of the agreement). Claimant has neither suggested or identified any otherwise specified provision of the agreement, and our own review of the entire contract failed to find one; accordingly, we conclude that IDOC had a 30-day termination right under this contract.

IDOC, however, did not provide 30 days notice to this Claimant -- a point that Claimant does not emphasize -- but instead tried to terminate the contract immediately as of the date of its letter. IDOC now seeks, alternatively, to justify the immediate termination on the basis of the Claimant's alleged breach of the contract (i.e., the licensure issue), which is not mentioned in IDOC's termination letter. We need not reach that justification or those licensure/breach issues.

Even if the November 21, 1997 termination could not be effective immediately as a termination-without-cause under/1.3 (b) of the contract, we are aware of no reason that it could not be or was not effective as a termination-without-cause thirty days later, at which point it complied with the/1.3 (b) notice requirement.

That delayed termination, of course, leaves the intervening 30 days as a remaining contract period. However, that is moot in this case.

Claimant's complaint does not allege that Claimant provided services to IDOC after the November 21, 1997 date of the termination letter. Nor does Claimant's complaint allege or seek any close out costs. The sole damages sought by the Claimant in this case are the contract fees to which Claimant claims entitlement for the remainder of the full contract term, on the basis of a wrongful termination. Because we find that there was wrongful termination, and that IDOC had the right to terminate and did terminate the contract before the end of the term, the precise date of the termination is immaterial.

Claimant's contract rights, if any, to compensation for the remaining contract term were terminated. With that termination, there is no basis for any IDOC liability on this contract for any future time. The other issues raised in respondent's cross-motion are moot, and we need not address them further.

Conclusion

For the reasons set forth above, the court finds that on the undisputed facts before us, and on the basis of/1.3 of the General Terms and Conditions of the parties contract, the respondent is entitled to judgment as a matter of law.

Accordingly, it is hereby ORDERED:

1. Respondent's motion for leave to file its response to claimant's motion for summary judgement is granted, and the response shall be filed instanter:

2. Claimant's motion for summary judgment is denied;

3. Respondent's motion for summary judgment is granted; and

4. Claimant's claim herein is denied and forever barred.

EPSTEIN, J.