has landed in the seventh circuit court of appeals the lucan entities have taken advantage of their lawyer at every turn first they refused to pay a bill for legal services that were provided and are cheap and  a successful result then they denied that they even had a contract with their attorney for those services when we sought to enforce the contract the lupin and cities are i'm sorry lupin pharmaceuticals inc said no no sir you sued the wrong person you need to sue our parents said what we did when when we initially sued we've been pharmaceuticals inc under breach of contract and unjust enrichment theories lupin pharmaceuticals filed a motion to dismiss indicating that in fact we could name the wrong entity and we were in error and should have included lupin ltd as the obligated party and so at that time we amended our complaints and we included  be here you heard me speak i'm sorry my client has my client had a written agreement subject to a ten year statute of limitations in illinois and moreover my client was involved in ongoing communications with pelleas sense two thousand and nine well right but i'm going to indications doesn't toll the statute of limitations if so if the claim accrued in two thousand and nine which she clearly did because that's when the services rendered in the bills were not paid  the clock is running and if your argument that this is a written contract case as opposed to an oral contract case or a quasi contractual the erie you know if that argument fails and it's not a written contract case you're taking a big chance that the statutes going to run by waiting beyond five years yes turn around respectfully those ongoing community has ongoing communications could have established a new promise to pay for which a new statute of limitations could have been invoked however because this case was kicked out at the motion to dismiss stage you know these are issues of fact they were raising that would have been appropriately determined at a later stage instead of accepting my client's allegations of when the breach occurred and when the unjust enrichment claim occurred the district corps selected its own version of those states and dismissed the those grounds your honour's respectfully the the state of illinois in our laws recognizes the practical reality that some contracts of not many contracts go unsigned every day but there are fewer forced to within five years there's no question you got a contract but you didn't sue in time right but your honor we believe that illinois law says that when and when a contract is accepted performance that's as good as a signature and that's a signature on a written contract and so the written terms of the contract will control and in a cruel day for either breach of contract or an unjust enrichment was in some of the cases that the court cites to and that we've discussed at length and are really looking at whether to determine whether this is subject to whether it's a written or oral or implied and there's factors like whether the party that we're seeking to enforce against ever rejected the contract whether they provided modifications to the contract whether they made any payments on the contract in this case we have no objection to the written agreement at any time in fact the defendants actually paid pursuant twice they to invoices on that agreements so that establishes as establishes the retainer letter that my client sent to the defendant as the operative written out agreements each of the cases that we've reviewed the contract that becomes operative is the written agreement the cases don't say that well you have you have a contract but when you seek to enforce that it actually becomes an implied contract  letter complete enough to satisfy the illinois doctrine about acceptance by conduct yes your honor that the contract contains all material terms it identifies the parties to the contract  identifies the nature of the services to be provided it identifies obligation or a debt and it discusses the subject matter of the agreements and you've got and you've got your rates set out here as well correct honor and the fact that those rates later were reflected in a separate invoices is that that happens all the time and the invoices i didn't look at them closely as the invoices attached to the complaint the rates charged conform to the engagement letter correct your honor correct your honor and again you know the defendants never objected to the the terms and in fact you know my client they know there's even a provision in the agreement that says if you have any objection to the invoices that you ultimately receive you know please let us know and that never happened and the complaint pleads acceptance by conduct i think right  contract was accepted percent to performance and but that what was accepted was the written terms of that contract not some other implied agreement that developed later or an oral agreement so you know similarly with the unjust enrichment claim this is also dismissed on statute of limitations grounds well again unjust enrichment is an alternative quasi contractual theory and in i llinois as elsewhere is not available if there is a written contract crowd or or another enforceable contract so that's pleaded sort of in the alternative here and you're permitted to plead inconsistently in that regard that doesn't go to the timeliness question but right it's a point that i didn't see in the briefing that it really says brings in to and soon action only if there isn't a written contract right and we we are permitted to plead alternatively of course and you know this is another situation where instead of accepting what we pled as the accrual date in the complaint the district court considered matters outside of the pleading that actually accepted well the judge doesn't have to pl accept a legal conclusion correct or a she and she did you know specifically say she was not considering extensive matter she was staying within the four corners of the complaint and it's attachments but even under those circumstances the permanent defense that must be clear from the pleadings in this case while we certainly pled the later date and the court showed of two thousand and eleven and the court chose the day that the services were completed it's a question of fact really and you know if you look at this case ruben versus norris that or i'm sorry ruben enormous first says and you know which was also an attorney fees case the isn't analogous unjudged just enrichment didn't occur in the patent right now certainly those are there are ft important factual distinctions with that case your honor but i think what is telling is that the claim was permitted to go through so that those those matters could be addressed and in a factual discovery later in the case and not on motion to dismiss the court should have accepted our date as the date  are our allegation is true drawing any inferences in our favor but it didn't do that and at a minimum it should have recognized that this is a factual issue that would require further investigation and discovery and things like that to we filed a request a simple request for clerks default under rule fifty five a which the court never ruled upon for about four months our money our request was pending before the core and  once the judge found that both claims were time barred here obviously if you do you win either or both of your arguments against the statute of limitations time bar here the default judgment will come back into play and the judge will have to rule on it she didn't probably rule one way or the other right right but if i just want to said so you have a chance to renew your motion for default if this case goes back right your honor and below for three reasons the statute of limitations bars the breach of contract claim secondly the statute of limitations bars the unjust enrichment claim third in the ok before i started on the breach of contract claim i just want to briefly address an issue mentioned by counsel and mentioned several times in the briefing and that is the district court did not convert the motion to dismiss to a motion for summary judgment blanchard appears to argue that the core applied wrong standard and in doing so found a five year statute of limitations of p instead of accepting blanchard's burial a geisha and bad it was a written contract subject to a ten year statute limitations the argument that that the court converted the motion to dismiss into a motion for summary judgment ignores the court's decision where the court specifically states at least four times that it is not converting the motion to dismiss into motion for summary j convert the motion to dismiss the motion for summary judgment close quote right it's clearly treated this as a twelve to six motion and did not convert it and considered nothing outside the four corners of the complaint and it exhibits but why isn't the complaint which plates a written contract and the exhibits which attach a written contract and the invoices that were issued pursuant to that written contract contract and also pleats acceptance why isn't that enough at the twenty six stage the judge is required to accept those factual allegations illinois law follows a strict interpretation of the meaning of written agreement a contract is only deemed a written agreement if all of the essential turns are ascertainable from the instrument itself what's missing from this one here and again this is the document attached to the complaint by blanchard as evidence of its contract the the letter that they have had is unsigned it doesn't matter because it's unsigned there's no indication of an intent to pay there the intent to pay was demonstrated by conduct the payment of the other invoices over the course of a substantial period of time that's what's pleaded that's what the judge should have accepted that suffices to make it a written contract without the defendant's signature feeling rates are specified to and there's a reasonable and implication of an intent to repay that's arises by conduct in other words the payment of many other invoices are men i guess it was several other invoices for substantial sums of money pursuant to the terms and that's all pleaded your honor again respectfully the there is no signature on the gun it doesn't matter under illinois law if there's acceptance by conduct there's no requirement of a signature it's a written contract case it's an acceptance by conduct is pleaded here in sums with some specificity respectfully your honor that the document does not show acceptance because there's signature and you've said that three times and i've just told you it doesn't matter under illinois law the landmark case makes that clear and that's just sort of a and understood contract principle that's not peculiar to illinois even if it's unsigned if there's an acceptance by conduct in the parties behave as if they are bound by the written contract then it's a written contract case  respectfully your honor under mirrors we believe that illinois treats a document that does not have all the elements as an oral contract for statue of limitation purposes of ramirez is not which is another one about the complaint pleads that that lupin usa and india are engaged in a joint venture for purposes of this particular patents matter goes to the treatment of the contract as an oral contract for statue of limitations purposes because the the the letter unsigned letter does not indicate the parties to the agreement when when that's pleaded and we're at the twelve the six h if if you have evidence that shows that these two entities were completely separate and were not a joint enterprise for these identifies the parties and taken in conjunction with the other allegations in the complaint are sufficient to plead a written contract claim you may be able to defeat it at summary judgment but not at all the six respectfully for purposes of this pattern patent matter respectfully your honor we think there's nothing missing other than the signature and it doesn't matter if there is acceptance by conduct which is pleaded we respectfully disagree your honor we think the parties are not identified and in the on sign agreement because they don't identify loop unlimited or loop in us say they are dressed to sophia montez at lupin research park and the court is not required to accept the allegations when they are contrary to the exhibit attached the complaint how are they contrary to the engagement letter just refers to that there's no conflict there honor i'd like to move on to to the unjust enrichment claim now the the five year statute limitation also bars the unjust facts and is contradicted by the agreement they attach to the complaint here the parties don't dispute that the five years statue of limitations  attached show that all work was completed by august two thousand and nine and that the invoices were issued on october thirty first two thousand and nine the unsigned agreement states that the in voices are due when issued and that planter expects payments within thirty days so the statue imitations therefore would begin the run on december first so now you want into happen again our alternative theories but you know you can have to ace again the unjust enrichment claim here should be tied to the failure to pay for the work  to not to profits realized from the sale of a drug that is subject to the legal work the blanchard here basically asked the court to accept it's a cruel theory simply because they played it well and a cruel is a legal determination it's not a i mean it depends on underlying facts accrual is legal and legal determination so you can't plead to cruel correct your honor and here again it is contrary to the the agreement that blanchard attaches to the complaint if blanchard were right and it's a cruel theory it might never get paid if if the drug was never launched more significantly the the unsigned agreements states a traditional fear arrangement where fees are charged based on rates times hours worked and states the payment is due within thirty days why would blanchard set rates require payment within thirty days if it wasn't expecting to be paid until the drug was launched the court properly found that the unjust enrichment claim accrued on december first two thousand and nine when payment became overdue and as we know this case wasn't file until august fourth two thousand and sixteen well past five years desh limitations cut off  standard fee for service exactly and when the payment for those fees becomes overdue it is when the alleged breach occurs and your statute of limitations starts running we're conclusion not supported by any factual allegations in the complaint about how or when she held herself out in that manner if the facts do not support lupin usa being a sorry just briefly wanted to address this argument about the conversion to a summary judgment motion initially the a minute complaint that was filed it sounded very much like a summary judgment motion in fact there were no specific allegations of just of moving to dismiss under twelve b six so we filed our responsive motion which of course was followed by a reply and in that reply the defendants raised to the twenty sixth issue we filed a motion for leave to file a server apply simply to either respond to those arguments order alternatively to have the court disregard those in the court so that it would disregard those