2023 IL App (1st) 230101

First District

Third Division

November 29, 2023 

No. 1-23-0101 

CHICAGO WHITE SOX, LTD.; CHISOX )

CORPORATION; CWS MAINTENANCE COMPANY; ) 

AT YOUR SERVICE, LLC; and AXIS INSURANCE ) 

COMPANY, Individually and as Subrogee of Chicago ) 

White Sox, Ltd., CHISOX Corporation, CWS ) 

Maintenance Company, and At Your Service, LLC, ) 

 ) 

Plaintiffs, ) 

 ) 

v. ) 

 ) 

STATE AUTOMOBILE MUTUAL INSURANCE ) 

COMPANY and WE CLEAN MAINTENANCE AND ) 

SUPPLIES, INC., ) 

 ) 

Defendants ) 

 ) 

(AXIS Insurance Company, Plaintiff-Appellant; and ) 

State Automobile Mutual Insurance Company, ) 

Defendant-Appellee). )

Appeal from the Circuit Court 

of Cook County. 

No. 16 CH 6403 

The Honorable 

Anna M. Loftus, 

Judge Presiding. 

 PRESIDING JUSTICE REYES delivered the judgment of the court, with opinion. 

 Justices Lampkin and Navarro concurred in the judgment and opinion.

OPINION

¶ 1 The instant appeal arises from a dispute between plaintiff AXIS Insurance Company 

(AXIS), as subrogee for plaintiffs Chicago White Sox, Ltd., CHISOX Corporation, CWS 

Maintenance Company, and At Your Service, LLC (collectively, the White Sox plaintiffs), and 

defendant State Automobile Mutual Insurance Company (State Auto), the insurer for defendant 

We Clean Maintenance and Supplies, Inc. (We Clean). After a patron was injured at a Chicago 

White Sox game, he filed a lawsuit against the White Sox plaintiffs, and the White Sox 
No. 1-23-0101 

2 

plaintiffs tendered the defense of that suit to State Auto, the insurer for We Clean, a company 

with which the White Sox plaintiffs had contracted to perform cleaning services at the ballpark. 

State Auto, however, rejected the tender and refused to defend the suit, claiming that the White 

Sox plaintiffs were not “additional insureds” under its policy. The White Sox plaintiffs—and 

AXIS, as their insurer—filed suit against State Auto and We Clean, alleging that State Auto 

had wrongfully denied coverage. Both AXIS and State Auto filed motions for summary 

judgment, and the circuit court granted summary judgment in favor of State Auto, finding that 

the White Sox plaintiffs were not “additional insureds.” AXIS now appeals, and for the reasons 

that follow, we affirm.

¶ 2 BACKGROUND

¶ 3 Parties and Underlying Lawsuit

¶ 4 Beginning in 2008 and continuing at least through 2012, the White Sox plaintiffs entered 

into a series of written agreements with We Clean pursuant to which We Clean agreed to 

provide cleaning services for all home games played by the Chicago White Sox during the 

applicable baseball season.

¶ 5 In 2011, while at U.S. Cellular Field,1 Raymond Myles was injured as he was walking 

down a ramp. Myles filed a lawsuit against the White Sox plaintiffs in the circuit court of Cook 

County (the underlying lawsuit), alleging that they were negligent in causing his injuries due 

to, inter alia, failing to inspect the premises to ensure that the ramps were free from excessive 

garbage. The lawsuit was later voluntarily dismissed and subsequently refiled under a different 

case number, and was ultimately settled for an undisclosed amount.

1

While the facility was known as U.S. Cellular Field at the time at issue, it has since been 

renamed as Guaranteed Rate Field.
No. 1-23-0101 

3 

¶ 6 In 2014, the White Sox plaintiffs tendered the defense of the underlying lawsuit to State 

Auto, the insurer for We Clean, as additional insureds under We Clean’s insurance policy. The 

White Sox plaintiffs made a second tender in 2015, but State Auto refused to provide them 

with a defense. A third tender was made in 2016, which State Auto again refused to accept, 

and the White Sox plaintiffs and AXIS, their insurer, ultimately incurred the costs of defending 

and settling the case.

¶ 7 State Auto Policy and We Clean Contract

¶ 8 As noted, We Clean was insured by State Auto under a commercial general liability 

insurance policy. While We Clean was the sole named insured on the policy, the policy 

contained an endorsement adding as an additional insured “[a]ny person or organization for 

whom you are performing operations when you and such person or organization have agreed 

in a written contract or written agreement that such person or organization be added as an 

additional insured on your policy.” 

¶ 9 As relevant to the instant appeal, We Clean entered into several “Contract[s] for Services” 

with the White Sox plaintiffs between 2008 and 2012 (the service contracts). All of the service 

contracts contained the same language: “Vendor will comply with all insurance requirements 

set forth by the Chicago White Sox, and will provide certification of such insurance.”2

 

¶ 10 As to 2008, 2009, and 2012, the record also contains an “Indemnification and Insurance 

Agreement,” which provides that We Clean “shall procure, at its sole cost and expense, the 

insurance coverages set forth below, and shall maintain such coverages in full force and effect

2

The 2011 service contract uses the term “Client” and not “Chicago White Sox,” but the provision 

is otherwise identical. We also note that the 2011 service contract provides that it is effective for the 

2011 baseball season but that extensions were available for the 2012 and 2013 baseball seasons. 

Accordingly, there is no separate service contract for the 2012 baseball season.
No. 1-23-0101 

4 

as specified in this Agreement. The Contractor shall include the Indemnified Parties and such 

other parties as CWS may designate as additional insureds to the insurance policies described 

below ***. The insurance coverage afforded under the policies described herein shall be 

primary and non-contributing with respect to any insurance or self-insurance carried 

independently by the additional insureds.” The agreement further provided that We Clean

“shall promptly furnish CWS with certificates of insurance evidencing the coverages 

hereunder, and shall not commence any services until such insurance is obtained.” The 

“insurance policies described below” in the agreement consisted of four different types of 

insurance, including a commercial general liability insurance policy. No “Indemnification and 

Insurance Agreement” for either 2010 or 2011 is contained in the record on appeal, and an 

affidavit from a White Sox representative indicates that the White Sox plaintiffs were unable 

to locate such a document.3

¶ 11 Finally, the record on appeal contains certificates of insurance for each year, which provide 

that “[t]he following are listed as primary & non-contributory additional insured under general 

liability & primary additional insured under automobile liability” and which list the White Sox 

plaintiffs as additional insureds. The certificates of insurance include disclaimers that “THIS 

CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS 

NO RIGHTS UPON THE CERTIFICATE HOLDER” and that, “[i]f the certificate holder is 

an ADDITIONAL INSURED, the policy(ies) must be endorsed. *** A statement on this 

certificate does not confer rights to the certificate holder in lieu of such endorsement(s).” 

(Emphases in original.) 

3

We also note that, in its motion for summary judgment, AXIS indicates that “We Clean did not 

sign separate Indemnification and Insurance Agreements for years 2010 and 2011.” 
No. 1-23-0101 

5 

¶ 12 Complaint

¶ 13 The White Sox plaintiffs filed a complaint for declaratory judgment in May 2016; the 

complaint was amended twice, and it is the second amended complaint, which added AXIS as 

a plaintiff, which was the operative complaint at the time of the motions for summary judgment 

at issue in the instant appeal. While the second amended complaint raised a total of 11 counts, 

we discuss here only the ones relevant to the issues on appeal. 

¶ 14 Count I of the complaint was against State Auto for breach of contract concerning the 

underlying lawsuit and alleged that State Auto breached its 2010-11 policy by refusing to 

provide a defense to the underlying lawsuit. Count II alleged that, due to State Auto’s 

unreasonable refusal to defend the underlying lawsuit, it should be estopped from raising any 

defenses to coverage. Count III was similar to count I, except it alleged that State Auto had 

breached its duty to indemnify the expenses incurred in the underlying lawsuit. Count IV 

alleged a violation of section 155 of the Illinois Insurance Code (215 ILCS 5/155 (West 2018)) 

based on State Auto’s conduct. Count V sought equitable subrogation, as the complaint alleged 

the AXIS insurance policy was secondary to the State Auto policy, while count VI, in the 

alternative, requested equitable contribution for the amounts expended by AXIS. Finally, count 

VIII4 was for declaratory judgment and sought a declaration that State Auto was responsible 

for paying the amounts owed by We Clean for We Clean’s breach of the contract between We 

Clean and the White Sox plaintiffs, which required We Clean to provide a defense and 

indemnification to the White Sox plaintiffs with respect to the underlying lawsuit. 

4

We note that the second amended complaint contains two counts labeled “count VIII.” Only the 

first is at issue on appeal. We additionally note that count VII was directed at We Clean, but the 

record indicates that the company was dissolved in November 2016, and the circuit court entered an 

order of default against We Clean in October 2020. 
No. 1-23-0101 

6 

¶ 15 Both AXIS and State Auto ultimately filed motions for partial summary judgment with 

respect to counts I, II, III, IV, V, and VIII of the second amended complaint.5 Both motions 

primarily concerned the question of whether the 2011 service contract constituted a written 

agreement that the White Sox plaintiffs be added as additional insureds on the State Auto 

policy such that they would be afforded coverage under We Clean’s policy. AXIS contended 

that the service contract, which required We Clean to comply with the White Sox plaintiffs’ 

“insurance requirements,” sufficed despite the absence of a 2011 indemnification and 

insurance agreement, based on the parties’ course of conduct. State Auto, by contrast, 

maintained that the absence of an indemnification and insurance agreement meant that We 

Clean and the White Sox plaintiffs never expressly agreed to add the White Sox plaintiffs as 

additional insureds under We Clean’s policy, as required by the terms of the policy. 

¶ 16 On December 15, 2022, the circuit court granted State Auto’s motion for summary 

judgment on counts I, II, III, IV, V, and VIII. The circuit court found that the provision in the 

service contract that We Clean “comply with all insurance requirements” was not ambiguous 

and it therefore could not look to parol evidence to determine whether the insurance 

requirements included adding the White Sox plaintiffs as additional insureds to We Clean’s 

insurance policy. The circuit court further found that there was no just reason to delay 

5

The White Sox plaintiffs also filed a motion for partial summary judgment, which incorporated 

the AXIS motion and also sought summary judgment on the second “count VIII” and on count IX, 

both of which concerned a different lawsuit that is not at issue on appeal. State Auto also filed a 

cross-motion for summary judgment on the second “count VIII” and on count IX. At the time of the 

hearing on the motions for summary judgment at issue on appeal, however, the parties informed the 

circuit court that the claims concerning the other lawsuit “ha[ve] been resolved,” and the circuit court 

later entered an order dismissing those counts with prejudice.
No. 1-23-0101 

7 

enforcement or appeal of its order, as judgment had been entered in favor of State Auto and 

against AXIS. AXIS timely filed a notice of appeal, and this appeal follows.6

¶ 17 ANALYSIS

¶ 18 On appeal, AXIS contends that the circuit court erred in granting summary judgment in 

favor of State Auto, as the evidence established that the White Sox plaintiffs were additional 

insureds under We Clean’s insurance policy. A circuit court is permitted to grant summary 

judgment only if the pleadings, depositions, and admissions on file, together with the affidavits, 

if any, show that there is no genuine issue as to any material fact and that the moving party is 

entitled to a judgment as a matter of law. 735 ILCS 5/2-1005(c) (West 2020). The circuit court 

must view these documents and exhibits in the light most favorable to the nonmoving party. 

Home Insurance Co. v. Cincinnati Insurance Co., 213 Ill. 2d 307, 315 (2004). We review a 

circuit court’s decision to grant a motion for summary judgment de novo. Outboard Marine 

Corp. v. Liberty Mutual Insurance Co., 154 Ill. 2d 90, 102 (1992). 

¶ 19 Summary judgment is a drastic measure and should only be granted if the movant’s right 

to judgment is clear and free from doubt. XL Specialty Insurance Co. v. Performance Aircraft 

Leasing, Inc., 2019 IL App (1st) 181031, ¶ 63. However, mere speculation, conjecture, or 

guess is insufficient to withstand summary judgment. Sorce v. Naperville Jeep Eagle, Inc., 309 

Ill. App. 3d 313, 328 (1999). The party moving for summary judgment bears the initial burden 

of proof. Nedzvekas v. Fung, 374 Ill. App. 3d 618, 624 (2007). The movant may meet his 

burden of proof either by affirmatively demonstrating that some element of the case must be 

resolved in his favor or by establishing that there is an absence of evidence to support the 

6

We note that, after the filing of the notice of appeal, the circuit court entered an order which

“nunc pro tunc” granted summary judgment in State Auto’s favor on count VI of the second amended 

complaint, which had been pleaded in the alternative. 
No. 1-23-0101 

8 

nonmoving party’s case. Id. (citing Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986)). The 

purpose of summary judgment is not to try an issue of fact but to determine whether a triable 

issue of fact exists. Schrager v. North Community Bank, 328 Ill. App. 3d 696, 708 (2002) 

(citing Luu v. Kim, 323 Ill. App. 3d 946, 952 (2001)). 

¶ 20 Where, as here, the parties have filed cross-motions for summary judgment, “they agree 

that only a question of law is involved and invite the court to decide the issues based on the 

record.” Pielet v. Pielet, 2012 IL 112064, ¶ 28. The mere filing of such cross-motions, 

however, does not establish that there is no genuine issue of material fact, nor does it obligate 

a court to render summary judgment. Id. We also note that we may affirm on any basis 

appearing in the record, whether or not the circuit court relied on that basis or its reasoning 

was correct. Ray Dancer, Inc. v. DMC Corp., 230 Ill. App. 3d 40, 50 (1992). 

¶ 21 In this case, the sole issue is whether the White Sox plaintiffs qualified as additional 

insureds under We Clean’s insurance policy. Under the terms of the policy, State Auto agreed 

to cover “[a]ny person or organization for whom you are performing operations when you and 

such person or organization have agreed in a written contract or written agreement that such 

person or organization be added as an additional insured on your policy.” The 2011 service 

contract, which was the contract in operation at the time of Myles’s injury, provided that 

“Vendor will comply with all insurance requirements set forth by Client, and will provide 

certification of such insurance.” Unlike other years, however, there was no accompanying 

“Indemnification and Insurance Agreement” in which such insurance requirements were 

detailed. State Auto therefore maintains—and the circuit court agreed—that the service 

contract was insufficient to constitute a “written contract or written agreement” in which We 

Clean agreed to add the White Sox plaintiffs as additional insureds under its policy. AXIS, by 
No. 1-23-0101 

9 

contrast, claims that the circuit court should have looked to extrinsic evidence to conclude that 

the “insurance requirements” of the 2011 service contract included the requirement that the 

White Sox plaintiffs be added as additional insureds. 

¶ 22 In construing a contract, the primary objective is to give effect to the intention of the parties. 

Thompson v. Gordon, 241 Ill. 2d 428, 441 (2011). A court will first look to the language of the 

contract itself, and if the words in the contract are clear and unambiguous, they must be given 

their plain, ordinary, and popular meaning. Id. If, however, the language is ambiguous, the 

court may consider extrinsic evidence to determine the parties’ intent. Id. A contract is not 

rendered ambiguous simply due to the parties’ disagreement as to its meaning. Clanton v. 

Oakbrook Healthcare Centre, Ltd., 2023 IL 129067, ¶ 33. Instead, it is considered ambiguous 

“when the contract language ‘is susceptible to more than one meaning or is obscure in 

meaning.’ ” Id. (quoting Wolff v. Bethany North Suburban Group, 2021 IL App (1st) 191858, 

¶ 37). 

¶ 23 In this case, there is no dispute that the language of the insurance policy is clear and 

unambiguous—it clearly provides coverage for “[a]ny person or organization for whom you 

are performing operations when you and such person or organization have agreed in a written 

contract or written agreement that such person or organization be added as an additional 

insured on your policy.” See Westfield Insurance Co. v. FCL Builders, Inc., 407 Ill. App. 3d 

730, 733-34 (2011) (construing identical language). The only question is whether the terms of 

the 2011 service contract satisfy the conditions of the insurance policy. We agree with State 

Auto and the circuit court that they do not. 

¶ 24 First, the language of the service contract merely requires We Clean to “comply with all 

insurance requirements set forth” by the White Sox plaintiffs and does not expressly require 
No. 1-23-0101 

10 

We Clean to name the White Sox plaintiffs as additional insureds under its insurance policy.

Several courts have found that the lack of such express language is fatal to a claim that a party 

is an additional insured. See, e.g., id. at 734 (finding general contractor not to be an additional 

insured where there was no direct agreement between the general contractor and the subsubcontractor requiring it to name the general contractor as an additional insured); West Bend 

Mutual Insurance Co. v. Athens Construction Co., 2015 IL App (1st) 140006, ¶ 28 (finding 

general contractor not to be an additional insured where agreement between general contractor 

and subcontractor merely required subcontractor to state that the general contractor was an 

additional insured on a certificate of insurance). 

¶ 25 Additionally, we cannot agree with AXIS that the term “insurance requirements” in the 

service contract is ambiguous such that we may look to extrinsic evidence to determine

whether such “insurance requirements” included a requirement that the White Sox plaintiffs 

be added as additional insureds. AXIS contends that a court may use extrinsic evidence to 

determine the terms of a contract where those terms are missing from the contract itself. See 

Academy Chicago Publishers v. Cheever, 144 Ill. 2d 24, 30 (1991) (a contract may be enforced 

even though some of the terms may be missing); Rose v. Mavrakis, 343 Ill. App. 3d 1086, 1091 

(2003) (same). In this case, however, there are no missing terms or unclear terms—the service 

contract specifically states that We Clean is to comply with the White Sox plaintiffs’ 

“insurance requirements.” The problem is that there apparently were no insurance 

requirements in 2011, at least none that were reduced to writing. Thus, without a written 

agreement that the White Sox plaintiffs were to be named as additional insureds under We 

Clean’s policy, there is no basis for finding that they were, in fact, additional insureds, and the 

circuit court properly granted summary judgment in favor of State Auto. 
No. 1-23-0101 

11 

¶ 26 We do not find persuasive AXIS’s reliance on Old Republic Insurance Co. v. Kenny 

Construction Co., No. 15-CV-03524, 2017 WL 4921970 (N.D. Ill. Oct. 31, 2017). First, this 

case is an unpublished federal district court case, and it is well established that such cases are 

not binding on this court. See, e.g., Kerbes v. Raceway Associates, LLC, 2011 IL App (1st) 

110318, ¶ 34; King’s Health Spa, Inc. v. Village of Downers Grove, 2014 IL App (2d) 130825, 

¶ 63; FHP Tectonics Corp. v. American Home Assurance Co., 2016 IL App (1st) 130291, ¶ 45 

n.4; People v. Chatman, 2016 IL App (1st) 152395, ¶ 63 n.27. Moreover, the facts in Kenny 

Construction differ significantly from those in the case at bar. There, the subcontract at issue 

provided that “ ‘[s]ubmittal of the subcontractor’s evidence of insurances shall include the 

contractor, the owner and any other additional insureds as required per the Insurance 

Requirement Sheet attached hereto.’ ” (Emphasis added.) Kenny Construction, 2017 WL 

4921970, at *1. The district court was therefore required to determine if the reference to “other 

additional insureds” meant that the prior listed entities—the contractor and the owner—were 

also additional insureds. Id. at *4. Since the term was susceptible to two different meanings, 

the district court looked to parol evidence to resolve the ambiguity. Id. at *5. Here, by contrast, 

there are no competing inferences, such that parol evidence is necessary to resolve any 

ambiguity, and accordingly, we find Kenny Construction to be inapposite. 

¶ 27 CONCLUSION

¶ 28 For the reasons set forth above, we affirm the circuit court’s grant of summary judgment 

in favor of State Auto. Since there was no written agreement between We Clean and the White 

Sox plaintiffs requiring the White Sox plaintiffs to be named as additional insureds under We 

Clean’s policy, the White Sox plaintiffs were not entitled to coverage by State Auto. 

¶ 29 Affirmed.
No. 1-23-0101 

12 

Chicago White Sox, Ltd. v. State Automobile Mutual Insurance Co., 

2023 IL App (1st) 230101 

Decision Under Review: Appeal from the Circuit Court of Cook County, No. 16-CH6403; the Hon. Anna M. Loftus, Judge, presiding. 

Attorneys

for

Appellant:

Brian C. Bassett and Danielle K. Kegley, of Traub Lieberman 

Straus & Shrewsberry LLP, of Chicago, for appellant. 

Attorneys

for

Appellee:

Robert Marc Chemers and David N. Larson, of Pretzel & 

Stouffer, Chtrd., of Chicago, for appellee.