## I L L I N O I S 

## O F F I C I A L 

## RE P O R T S Appellate Court

Urban Sites of Chicago, LLC v. Crown Castle USA , 2012 IL App (1st) 111880

Appellate Court Caption URBAN SI TES OF CHI CAGO, L L C, Plaintiff-Appellant, v. C R OW N CASTL E USA, a For eig n Corporation, and T-MOB I L E US A, I NC., a For eig n Corporation, Def endants-A

ppellees (T -Mobile USA, Inc., a For eig n Corporation, Cross-Plaintiff-Appellee and Third-Party PlaintiffAppellee ; Crown Castle USA, a For eig n Corporation, Cross-DefendantAppellee ; Glob al Signal Acquisitions I I
, L L C, Third-Party DefendantAppellee ).

District & N o. First District, F irst Division
Docke t No. 1-11-1880

Filed October 9, 2012

Held (Note : This syl lab us

con st it ute s n o par t of the opi nio n of the cour t but has bee n pre

par ed by the Repo rt er o

f D e c i s i o n s f

o r t h e

c o n v e n i e n c e o

f t h e

rea der

. ) Summary judgme nt was properly enter ed ag ainst plai n t i ff lessor in an action challeng ing the dimensions of the proper ty that plaintiff lease d to defe ndants’ pre dece ssors in inter est and that was subsequently assig ned
to defe ndants, since plaintiff failed to raise a g enuine issue of m at er i al fac t sufficient to survive summar y judgme nt.

Dec ision Under Review Appea l from the Circuit Court of Cook County
, No. 09-CH-19588; the Hon. L eroy

K. Martin, Jr., J udg e, pre siding.

J udg ment Affir med.Counsel on

Appea l Robert Habib a nd J ason Knuc key , both of Chicag o, for a ppellant.

Michae l Be st & Fr i edrich, L L P, of Chicag o (Michae l A. Stiege l and Christopher R. Parker
, of counsel), for appellee s Crown Castle USA and Global Signa l Acquisitions I I , L L C.

Momkus McCluskey
, L L C, of L isle (James S. Har kness, of counsel), for appellee T-Mobile USA, Inc.

Panel J USTI CE CUNNI NGHAM delivere d the judgme nt of the court, with opinion. Presiding J ustice Hoffma n and J ustice Rochford concur red in the judgme nt and opinion.

OP INION

¶ 1 This appe al ar i s es from the M arc h 25, 2011 order enter ed by the circuit court of Cook County
, which enter ed summary judgme nt in fav o r o f d e f e n dants Crown Castle USA (Crown Castle), Global Signal Acquisitions I I
, L L C (GSA), and T-Mob il e USA, Inc. (T-Mobile)
, and
ag ainst plaintiff Urba

n Sites of Chicag o, L L C (Urba n Sites). This appea l also arises from the ci rcuit court’s J une 3, 2011 order denying Urba n Sites’ motion to rec onsider th e co u rt ’s Marc h 25, 2011 ruling

. On appea l, Urba n Sites argues that the circ uit court err oneously
g rante d summary judgme nt ag ainst it. For the following rea sons, we aff irm the judgme nt of the circ uit court of Cook County

.

¶ 2 BA CKGROUND ¶ 3 Plaintiff Urban Sites owns commerc ial proper ty at 7010 South S tony

I sland Avenue in Chicag o, I llinois (the proper ty). In October 1999, Urba n Sites enter ed into a lease agree ment with SprintCom
, Inc. (Sprint), wher eby Urba n Sites lease d a portion of the proper ty to Sprint 1 for the purpose of constructing equipment and an ante nna structur e on the leased area (the S print lease ). Under the terms of the Sprint lease
, Sprint agree d to pay $9,600 annually i n rent to Urban Sites for the lease d are a, with a n incre ase of 15% in the annual rent rate afte r

eac h five-year rene wal term

. The orig inal site plan of the lease d are a agree d to under the Sprint lease consisted of an area with dimensions of 25 by 50 fee t, with a separate 25-foot

ease ment located acr oss the rea r of the proper

ty (the orig inal site plan). Both the Sprint lease and the or igina l site plan were signe d by repr esentatives of Urba

n Sites and Sprint.

Spr int is not a p ar ty in thi s appe al

. 1

-2-¶ 4 In a letter dated J uly 25, 2000, Urba n Sites proposed to Sprint that the dimensions of the lease d are a be revised to 25 by 32 fee t, a nd forwa rded a copy of the proposed amende d site plan to Sprint. Although the propose d amende d site plan was sig ned by a repr esentative of Urba n Sites, itwas ne ver sig ned by any repr esentative of Sprint. ¶ 5 On August 11, 2000, Sprint responde d to Urba n Sites’ J uly 25, 2000 letter by proposing
to reduc e the lease d area to 25 by 34 fee t, with an 18-foot ease ment located adjace nt to an alley in the rea

r of the proper

ty (the reduc ed site plan). The reduc ed site plan was signe d by
repr esentatives of both Urba n Sites and Sprint. Sprint’s letter stated that the reduc ed site plan “re nders nul l and void the previous site descr iption.” Although the reduc ed site plan decr ease d the siz e of the lease d are a under the Sprint lease
, Sprint continued to pay the same rent rate to Urba

n Sites as orig inally

agree d upon by

the par ties. ¶ 6 On Dec ember 3, 2000, Urba n Sites enter ed into a l ea s e agre ement with Nextel W est Corp. (Ne x tel), by which Urba n Sites agree d to lease another are a of the proper ty to Nextel 2 (the Nextel lease ). The “desc ription of premi s es” attache d to the Nextel lease depicted Nextel’s lease d are a to be immediately adjac ent to Sprint’s lease d are a, and shows Sprint’s lease d are a to be the dimensions re flec ted in the re duced site pla n–25 by 34 fee t. ¶ 7 Subsequently
, in 2001, Sprint sublea sed a portion of its leased a rea of the proper

ty to a prede cessor of T-Mobile. The sublease betwee n Sprint and the prede cessor of T-Mobile was

3 later assig ned to T-Mobile, which place d its equipment on the subleased site. Although the
exact details are unclea

r in the rec ord, Sprint ultim at ely assig ned its interest in the Sprint lease to GSA and Crown Castle. 4 ¶ 8 On Marc h 1, 2005
, Urb an S i t es en t er ed i n t o an agr ee ment with Sprint entitl ed “Agree ment Reg arding Ground L ease ,” in connec tion with Sprint’s pending assig nment of its interest in t he proper

ty to GSA (the 2005 agree ment). The 2005 agree ment stated in pertinent pa

rt the following : “F or g ood and valuable consideration, the rec eipt and sufficie ncy of which are here by acknow ledg ed, the pa

rties her eby

agree as follows:
* * *
2. Estoppel Certificate : L andlord [ Urb an Sites] cer tifies that (and L ender may rely on such re prese ntations) the followingstatements ar e true as of the da te her eof: (a) Tena nt [S print] is the curr ent tenant under the [S print lease ] (a full copy of which, including a ll amendments there to, is annexed as Exhibit A ), and the [S print lease] is in

Next el is nota p ar ty in thi s appe al

. 2

I t is unc le ar in the re cor d what ent it y was the pre dec ess or of T

- Mo bil e. However, the re cor d 3 ind ic at es tha t T

- Mo bil e’ s pr ede ces soreventual ly “m er ged int o” T

- Mo bil e.

Some p l e a d i n gs i n the re cor d des cr ibe d Spr int to have ass igned it s int er est in the Spr int 4 le ase to bot h GSA and Crown Cast le
, as ass ignees

- suc ces sor s of the le ase , whil e o t h e r ple adi ngs des cr ibe d Crown Cast le as an af fi li at e to ass ignee-suc c e s s o r GSA. Our re sol uti on of the is sue s in thi s appe al doe s no t b earupo n t hes e di scr epa nci es.

-3-full forc e and eff ect and contains the entire agree ment betwee n [Urban Sites] and [S print] with respec t to the [ p]roperty

. (b) No def

ault exis ts under the [Sprint lease] on the part of [S print], and, to [Urba n Sites’] knowledg e, no event or condition has occur red or exis ts which * * * woul d constitute a def

ault by [S print] under the [S print lease].

* * *
6. Miscellaneous (a) I f this [ a]gr eeme nt is inconsist ent with the [S print lease], this [ a]gr eeme nt shall control. (b) This [a] g ree ment shall be binding upon [Urban Sites] and its succe ssors and shall benef it each of [l ]ender and [s]ubt enant a nd their re spective suc cessor s and assig ns. (c) This [a] g ree ment may not be amende d or modified except by a written agree ment executed by

[Urban Sites] , any

[l ]ender and [s]ubt enant.” (Emphase s in origina l.)
Included as Ex hibit A to the 2005 agree ment was a copy of the Sprint lea se along with two copies of the orig inal site plan which de picted Sprint’s lease d are a as 25 by 50 fee t in siz e. J era ld Much (Much)
, as manag er of Urba n Sites, executed the 2005 agree ment on behalf of Urba n Sites and initialed eac h pag e of the 2005 agree ment, including the attache d copies of the orig inal site plan. ¶ 9 On Ap ri l 1 6
, 2 0 0 9, Urba n Sites sent a “De mand for Possession” letter to T-Mobile
, stating that it had come t o Urb an Sites’ attention that, since Marc h 2004, T-Mobile had

ere cted a “communications fac ility ” on part of the proper ty that Crown Castle had not lease d from Urba

n Sites. The letter also sta t ed that the are a of the proper ty that T-Mobile had
wrong fully occupie d was valued at $1,500 per month, and that T-Mobile owed Urba n Sites $93,000 to date. In a letter dated May 29, 2009, T-Mobile responde d that it had a rig ht to possess the subleased premises at issue beca use the subleased premises wer e located entirely within the 25 by 50-foot are a of the Sprint lease

. T-Mobile’s equipment was located within the 25 by 50-foot are a set forth in the orig inal site plan, but outside of the 25 by 34-foot are a descr ibed in the re duced site pla n. ¶ 10 On J u n e 1 8
, 2009, Urba n Sites filed a two-count complaint for ejec tment ag ains t T

M o b i l e (count I ), and for unjust enric hment ag ainst Crown Castle (count I I ). In th e complaint, Urba

n Sites alleg ed that C rown Castle, without Urba n Sites’ knowledg e or consent, permitted T-Mobile to place its equipment in the ease ment are a of the proper ty

. On October 26, 2009, T-Mobile filed a cross-c laim ag ainst Crown Castle for brea ch of contra ct, and filed a

third-par ty complaint ag ainst GSA for bre ach of contra ct. ¶ 11 On De ce m b er 13, 2010, Crown Castle and GSA filed a joint motion for su m m ar y judgme nt. First, the motion for summary judgme nt asser ted that Urba

n Sites admitted under the “estoppe l cer

tificate” of the 2005 agree ment that the dimensions of the orig inal site plan (25 by 50 fee t), rathe r than the reduc ed site plan (25 by 34 fee t), wer e in full forc e and eff ect, and that Urba

n Sites should be estop p ed from claiming trespass. Second, the motion for

s u m m ary judgme nt argued, in the alternative, that the 2005 agree ment, with the att ac h ed copies of the orig inal site plan, constituted a modification of the Sprint lease which chang ed

-4-the lease d are a set forth in the reduc ed site plan (24 by 34 fee t) back to the larg er dimensions

of the orig inal site plan (25 by 50 fee t). On Dec ember 27, 2010, T-Mobile also filed a motion for summary judgme nt, which adopted and incorporated the arg uments made i n C rown Castle and GSA’s motion for summary judgme nt. ¶ 12 In response to the motions for summary judgme nt, Urba n Sites arg

ued that it mistakenly executed the estoppel cer

tificate in the 2005 agree ment without rea liz ing that the orig inal site plan, rathe r than the reduc ed site plan
, wa s attache d to the 2005 agree ment. Urba n Sites further arg

ued that the estoppel cer

tificate was exe cuted “for the benef it of [a] lender ” in
procur ing financ ing for GSA, that it was not intended to modify the terms of the Sprint lease
, and that there was no meeting of the minds betwee n the p ar t i es t o al l ow for such a modification. ¶ 13 On Marc h 25, 2011, afte r hear ing the parties’ arguments on the mot i o n s fo r s ummary judgme nt, the circ uit court grante d Crown Castle, GSA and T-Mobile ’ s mo ti o n s f o r s u mma ry judgme nt “base d on the clea r languag e of the estoppel agree ment dated Marc h 1, 2005, and executed by

[Urban Sites] ,” and dismissed the case with pr ejudice. Howeve r, no transcr ipt

or by stander’ s repor

t of the Marc h 25, 2011 hear ing on the motions for summary judgme nt is contained in the re cord be fore us on appea l. ¶ 14 On April 25, 2011, Urba n Sites filed a motion to rec onsider the circ uit court’s Marc h 25, 2011 ruli n g, ar guing that there was no considera tion to eff

ectua te a valid modification of Sprint’s leased a

rea from 20 by

34 fee t to a siz e of 20 by 50 fee t. ¶ 15 On J une 3, 2011, the c ircuit court de nied Urba n Sites’ motion t o rec onsider:
“One could see a benef

it to [Urban Sites] when we are speaking in terms of consideration inasmuch as there was, in my opinion, a benef it to [Urban Sites] for the defe ndant to g et this financingthat we ha

ve spoken a

bout in the ag ree ment ***.
* * * Whil e I understand the argument, we had [ sic ] discussion the las t t i m e. Ba ck in M ar ch we discussed this matter about consideration. It was my deter mination rea d i n g that document that one was estopped, that the document, itself, clea rly set forth what the conditions wer e and the aff irmations made by Urba

n Sites *** reg arding the attachme nt of the lease
, and that being the true and acc urate circ umstan ce o f t h e agree ment that exis ted her e, I

just don’t see any

basis to chang e my

ear lier ruling .” ¶ 16 On J une 30, 2011, Ur ban Sites filed a notice of appe al bef ore this cour

t.

¶ 17 ANALYSI S ¶ 18 W e deter

mine whether the circ uit court err ed in g ranting summary judgme n t aga i n s t Urba n Sites. ¶ 19 Urba

n Sites raises a number of arg uments as to the propriety of the circ uit court’s entry of summary judgme nt ag ainst it and the court’s denial of Urba n Sites’ motion to rec onsider. Specifica lly
, Urba

n Sites contends that the 2005 agree ment could not modify the terms of the Sprint lea se to the larg er dimensions of the le ased a rea beca use there was no consideration betwee n the parties; that the estoppel cer tificate in the 2005 agree ment could not be used to

-5-modify the Sprint lease ; and that the parties had no meeting of the minds to modify the Sprint

lease

. ¶ 20 Crown Castle, GSA and T-Mobile counter that Urba n Sites was estopped from bring ing 5 its claims based on t he clear lang uag e of the 2005 ag ree ment and that Ur ban Sites was not relieve d of the leg al conseque nces of its unilatera l mistake in executing the 2005 agree ment without verify

ing whether the attache d copies of the orig inal site plan ref lected the acc urate dimensions of the lease d are a. They further maintain that Urba n Sites misdirects most of its
arguments to sug g est that the 2005 agree ment was an invalid modification of the Sprint lease
, even though the circ uit court had made clea r that its decision to g ra n t the motion for
summary judgme nt was based on the pl ain l angu age of t he 2005 agree ment rathe r t han on the alternative theory that it was a modification of the Sprint lease

. Moreove r, they contend th at ev en if the t heory of m odification had been the basis for the circ uit court’s ruling, the 2005 ag ree ment was supported by adequat e co n s ideration and a meeting of the minds betwee n the parties to modify the dimensions of the lease d are a under the Sprint lease from 25 by 34 fee t to 25 by

50 fee t. ¶ 21 The rec ord is de void of any transcr ipts or cer tified by stander’ s repor

ts of the Marc h 25, 2011 proce eding s in which the circ uit court g rante d summary judgme nt in favor of Crown Castle, GSA and T-Mobile. As the appellant, Urba n Sites had the burden to provi d e a sufficie ntly complete rec ord to support any claim of err or. See Foutch v. O’Bry ant , 99 I ll. 2d 389, 391-92 (1984). In the abse nce of a complete rec ord on appe al, any doubts which may arise w ill be resolved a g ainst the appe llant, and “it will be pre sumed that the order enter ed by the [ circ uit] court was i n co n fo rm i t y with law and had a sufficie nt fac tual basis.” Id. at 392. In the Marc h 25, 2011 written order
, the circ ui t co u rt s tated that it was g ranting the motions for summary judgme nt “base d on the clea r languag e of the estoppel agree ment dated Marc h 1, 2005, and executed by [Urban Sites] .” Howeve r, Urba n Sites’ arg

uments on appea l primarily cente r on the theory that there was an invalid modification of the terms of the Sprint lease
, which, in the limit ed rec ord befor e us, did not seem to have been a basis for the court’s ruling. Bec ause there are no transcr ipts of the he aring on the m otions for summ ary judgme nt, or a cer tified by stander’ s repor t in lieu there of, any doubt that the circ uit court based its rulingon the plain languag e of the 2005 agree ment, rathe r than on the alter native theory that there was a valid modification of the Sprint lease terms, is resolved ag ainst Urba n Sites and we will presume that the circ uit court acte d in confor mity with the law. Fur

ther, we

m ay aff irm the circ uit court’s entry of summary judgme nt on any basis appea ring in the

rec ord, “whe ther or not the [circuit] court relied on that basis or its re asoning was corr ect.” (Interna l quotation marks omitted.) Freedbe rg v. Ohio National Insurance Co.
, 2012 I L App (1st) 110938, ¶ 26. ¶ 22 As a preliminary matter, Urba n Sites argues that Cr o wn C as t l e and GSA’s motion for
summary judgme nt should have been denied on its fac e because it was unacc ompanied by aff idavits or sworn pleading s

. S ee I ll. S. Ct. R. 191(a) (ef f. J uly 1, 2002). Howeve r, the

rec ord shows that Crown Castle and GSA, in their joint reply in support of their motion for

Crown Cas tl e, GSA a nd T

- Mo bil e f il ed a j oin t b ri ef

on appe al

. 5

-6-summary judgme nt, supplied the nece ssary verifie d pleading s to the court to substantiate the

fac tual alleg ations made in their m o t ion for summary judgme nt. See Larson v. Dec atur Mem orial Hospital
, 236 I ll. App. 3d 796, 802 (1992) (all pleading s, depositions, admissions

on file and aff

idavits submitt ed by the parties in support of, or in opposition to, a motion for
summary judgme nt must comply with Rule 191(a) in order to be considere d; in deter mining the g enuinene ss of a fac t for summary judgme nt, a court may consider only fac ts admissible in evidenc e). Moreover
, as d i s cu ssed, because no transcr ipts or a by stander’ s repor t of t he hear ing on the motion for summary judgme nt was provided in the rec ord on appea l, we must presume that the circ uit court acte d in confor mity with the law in ref

using to deny summary judgme nt on that basis. ¶ 23 Summary j u d gm en t i s proper “if the pleading s, depositions, and admissions on file, toge ther with the aff

idavits, if any , show that there is no g enuine issue as to any materia l fac t and that the moving party is entitled to a judgme nt as a matter of law.” 735 I L CS 5/2-1005(c) (West 2008). In considering a motion for summary judgme nt, the court must view the rec ord i n t h e light most favor able to the nonmoving party

. Home Insurance Co. v. Cinc i n n a t i Insurance Co.
, 213 I ll. 2d 307, 315 (2004). “The purpose of summary judgme nt is not to try

a question of fac t, but to deter min e whether one exis ts” that would prec lude the entry of judgme nt as a matter of law. Land v. Board ofEducation of the City of Chicago
, 202 I ll. 2d 414, 421, 432 (2002). “Thus, althoug h the nonmoving party is not require d to prove his case in response to a motion for summ ary judgme nt, he mus t prese nt a factual basis that would
arguably entitle him to judgme nt.” Id. at 432. We revie w the circ uit court’s decision to g rant the motions for summary judgme nt de novo

. Outb o a r d Ma r i n e Corp. v. Liberty Mutual Insurance Co.
, 154 I ll. 2d 90, 102 (1992). Fur ther, this case conce rns the interpre tation of a lease by the circ uit court as a matter of law, which we also revie w de novo

. See Ave ry v. State Farm Mutual Automobile InsuranceCo. , 216 I ll. 2d 100, 129 (2005). ¶ 24 A lease is a contra ct betwe en the landlor d and tenant and norma l principles of c ontrac t interpre tation apply

. Midland Managem ent Co. v. Helgason
, 158 I ll. 2d 98, 103 (1994); Clarendon Ame r i ca Insurance Co. v. Prime Group Realty Servic es, Inc.
, 389 I ll. App. 3d 724, 729 (2009), (citing Sears, Roebuc k & Co. v. Charwi l Associates, Ltd. Partnership
, 371 I ll. App. 3d 1071, 1 0 7 6 (2 0 0 7)). The principal objective in construing a contra ct is to d et ermine and g ive eff

ect to the intention of the parties at the time they enter ed int o t h e ag ree ment. Fleet Business Credit, LLC v. Enterasys Networks, Inc.
, 352 I ll App. 3d 456, 469 (2004) (citing Schweihs v. Davis, Friedman, Zavett, Kane & MacRae
, 344 I ll. App. 3d 493, 500 (2003), Zale Construction Co. v. Hoffman
, 145 I ll. App. 3d 235, 241 (1986), and Ancraft Products Co. v. Universal Oil Products Co.
, 100 I ll. App. 3d 694, 697 (1981))

. To deter mine the intent of the parties, the court must look to the instrument itself. Fleet Business Credit
, 352 I ll. App. 3d at 469. A court must look at the plain and ordinary meaning of the terms of

a cont ra ct. Fan v. Auster Co.
, 389 I ll. App. 3d 633, 648 (2009). “When a dispute exis ts betwee n the parties as to the meaning of a contra ct provision, the threshold issue is whether the contra ct is ambiguous.” Fleet Business Credit
, 352 I ll. App. 3d at 469 (citing Installco, Inc. v. W hiting Corp.
, 336 I ll. App. 3d 776, 783 (2002))

. Contractual languag e is ambiguous when it is “ ‘ “susce ptible to more than one meaning [ci t at i o n ] or is obscure in meaning throug h indef

i n i t en es s o f expression.” ’ ” Fleet Business Credit
, 352 I ll. App. 3d at 469

-7-(quoting Shields Pork Plus, Inc. v. Swiss Valley Ag Servic e , 329 I ll. App. 3d 305, 310 (2002),

quoting W

ald v. Chicago Shippers Ass’n , 175 I ll. App. 3d 607, 617 (1988)). An ambiguity is not cre ated simply beca use the parties do not agree upon an interpre tation. Fleet Business Credit
, 352 I ll. App. 3d at 469 (citing Groshek v. Frainey
, 274 I ll. App. 3d 566, 569 (1995), Zale Construction
, 145 I ll. App. 3d at 241, an d Ha r l em -I rving Realty, Inc. v. Alesi
, 99 I ll. App. 3d 932, 936 (1981))

. I l l i n o i s courts follow the “four corne rs” rule when interpre ting
contra cts, which require s that “ ‘ “[ a] n agre ement, when reduc ed to writing
, must be presumed to speak the intention of the parties who signed it. I t speaks for itself, and the intention with which it was ex ecute d must be determined from the languag e used. It is not
to be chang ed by extrinsi c evidence.” ’ ” Fleet Business Credit , 352 I ll. App. 3d at 469-70 (quoting Air Safety, Inc. v. Teachers Realty Co r p

. , 1 8 5 I ll. 2d 457, 462 (1999), quoting W estern Illinois Oil Co. v. Thompson , 26 I ll. 2d 287, 291 (1962)). ¶ 25 We ag ree with the circ uit court’s ruling that Urba n Sites was estopped from bring ing its

cause of action based on the clea r and unambiguous languag e of the 2005 agree ment, which included an estoppel cer

tificate, and we find that Urba n Sites has not raised a g enuine issue of mater ial fac t to survive summary judgme nt. ¶ 26 An estoppel cer tificate is a signe d statement by a party , such as a landlord, cer tifying f or another ’s benef

it that cer tain fac ts perta ining to the tenanc y are corr ect. K’s Merc handise Mart, Inc. v. Northgate Ltd. Partnership
, 359 I ll. App. 3d 1137, 114 3 (2 0 05). Estoppel

cer tificates are widely used in commerc ial rea l estate transac tions and are important in
prese rving and enhanc ing the marke tability of commerc ial proper ty

. Id. “A party ’s delivery of this statement estops that party from later claiming a differ ent state of fa ct s

. ” (Inter nal quotation marks omi tted.) Id. A purpose of an estoppe l cer

tificate is to g ive assurance that the party making the estoppel statement “at a later date wi ll not make claims that are inconsistent with the statements contained in the estoppel [certificate].” (Interna l quotation marks omitted.) Id. Moreove r, “[a] party who executes an es t o p p el cer tificate will not be allowed to raise claims of which it knew or should have known at the time the cer tificate was executed.” Id. at 1144. ¶ 27 Under the plain languag e of the 2005 agree ment, the estoppel cer tificate expressly

stated that “(a ) Tena

nt [S print] is the curr ent tenant under the [S print lease ] (a full copy of which, including all amendments there to, is annexed as Exhibit A ), and the [S print lease] is in f ull forc e and eff

ect and contains the entire agree ment betwee n [Urban Sites] and [S print] with
respe ct to t h e [ p ] ro p er t y .” Attache d to the 2005 agree ment was a copy of the Sprint lease along with two copies of the orig inal site plan which depicted Sprint’s lease d are a as 25 by 50 fee t in siz e, with a 25- foot ea sement ac ross the re ar of the property

. Urba

n Sites admits that its manag er, Much, executed the 2005 agree ment on behalf of Urba n Sites and initialed

eac h pag e of the documents, including the two attache d copies of the orig inal site plan. Thus, under the plain languag e of the 2005 agree ment, Urba n Sites had repr esente d that the orig inal site plan was in full for ce a nd eff ect on the date that Much e x ecute d the 2005 agree ment. ¶ 28 Be cause Urba n Sites’ repr ese n t at ion that the original si te pl an was in place at t he time the 2005 ag ree ment was executed was clea r and unambiguous, Urba

n Sites is estopped from claiming something else now. See id. at 1143 (“[i] n I llinois
, a written contra ct is pr esumed
to include all materia l terms agre ed up o n by the parties, and any prior neg otiations or

-8-repr esentations are merg ed int o that agree ment; ext rinsic evidenc e, par ol or otherwise ***

is gen erally inadmissible to alter, vary , or contra dict the written instrument”); see also Fundus America (

Atlanta) Ltd. Partnership v. RHOC Consolidat ion, LLC
, 720 S.E.2d 176, 181 (Ga

. Ct. App. 2011) (the court found the estoppel cer tificate to be unambiguous and as such, the c ourt held that it “ca nnot consider pa

rol evidenc e to add to, ta

ke from, contra dict

or var y the *** contra ct containingthe terms of the [e] stoppel [c] ertificate”)

. ¶ 29 This is particula rly true g iven that Urba

n Sites repr esente d in the 2005 agree ment that the attache d Sprint lease and copies of the o ri gi nal site plan wer e in full forc e and eff ect, contained the entire agree ment betwee n Urban Sites and Sprint, and that Urba n Sites was bound by the ag ree ment. See Air Safety, Inc. v. Teachers Realty Corp.
, 185 I ll. 2d 457, 464 (1999) (“where parties formally include an i n t egration clause in their contra ct, they are expli citly manifesting their intention to protec t themselves ag ainst misint erpr etations which mi ght a r is e f r o m e xtrinsic evidenc e”)

. Fur thermore
, the plain languag e of the 2005 agree me nt expressly stated t hat, i n the event that the 2005 agree ment was inconsist ent with the terms of the Sprint lea se, the 2005 agree ment shall control. As such, ba sed on the c lear languag e of the 2005 ag ree ment, the circ uit court corr ectly found that Urba n Sites had agree d that the orig inal site plan rema ined in eff ect, and Urba

n Sites has not raised a g en u i n e i s s ue of materia l fac t as to this claim. ¶ 30 In an attempt to circ umvent the clea r and unambiguous terms of the estoppel cer tificate in the 2005 ag ree ment, Urba n Sites relies on K’s Merc han d is e Mart, Inc.
, to support its contention that the estoppe l cer tificate wrong ly

“modified” the Sprint lease ter ms. ¶ 31 In K’s Merc handise Mart, Inc.
, the revie wing court expressed the importance of holding

a party to its repr esentations in an estoppel cer tificate. K’s Merc handise Mart, Inc.
, 359 I ll. App. 3d at 1144. In that case , the new landlord tried to enfor ce the imposit ion of
manag ement fees on the t enant, K’s Merc handise. Id. at 1140. T h e new landlord relied on

a lump-sum figure in an estoppel cer tificate, which was identified as common are a char g es, and argued that this sum also included manag ement fee s. Id. at 1144. Although manag ement fee s wer e never expressly identified in the estoppel cer tificates, the new landlord argued that documents sent to the tenant prior to the execution of the estoppel cer tificate explained what
exp enses and costs the lump-sum figure was comprised of, including a line item for
manag ement fee s. Id. In reje cting the new landlord’s argument, the court n o t ed t h at the estoppel cer

tificate did not addre ss manag ement fee s, and thus, no modification of the lease was allowed or considered by the court. Id. at 1145. It found that the fa cts showed that the
manag ement fee s we re n o t disclosed in the lease
, or expressly identified in the estoppel

cer tificate, and that there was no prior cours e o f p aym ent of any manag ement fee s by K’s Merc handise. Id. Fur

ther, the court found that the do cu m ents containing a line item for
manag ement fee s, which wer e sent to the tenant p ri o r t o t h e execution of the estoppel

cer tificate, w ere not sufficient to bind the tena nt to pay the manag ement fe es. Id. at 1144. ¶ 32 Unlike K’s Merc handise Mart, Inc.
, here
, Sprint did not try to implement an undisclosed term wit hout providing notice to Urba n Sites but, instead, pr o v i d ed conspicuous noti ce of the dimensions of the orig inal site plan to Urba n Sites. The 2005 agree ment had attache d to it a copy of the Sprint lease and two copies of the orig inal site p l an , wh i ch set forth the specific d i m en s i o n s of the lease d site as 25 by 50 fee t. Moreove r, Urba n Sites’

-9-repr esentative, Much, initialed e very pag e of the 2005 agree ment–including both c opies of

the attache d orig inal site plan. There fore
, we find Urba n Sites’ argument to be unpersua sive and no g enuine issues of materia l fac t exis ted to support reve rsal of the circ uit court’s ruling

on this basis. Acc ording ly
, the circ uit court proper ly enter ed summary judgme nt in favor of Crown Castle, GSA and T- Mobile. ¶ 33 E v en assum ing, arguendo
, that the circ uit court’s basis for its ruling had been o n t h e alt erna tive theory of modification of the terms of the Sprint lease
, rathe r than on the plain languag e of the 2005 ag ree ment as discussed, our holding would r emain uncha ng ed. ¶ 34 Urba

n Sites argues t h at t h e 2 0 0 5 agree ment could not modify the terms of the Sprint lease by incre asing the dimensions o f t h e l ea sed are a from 25 by 34 fee t to 25 by 50 fee t beca use it was not supported by consideration. ¶ 35 The 2005 ag ree ment provided that the parties enter ed into the agree ment “[f]or g ood and valuable consideration, the rec eipt and sufficie ncy of which are here by acknow ledg ed.” Under I llinois law, a valid modification of a contra ct must satisfy all the criter ia essential for

a valid orig inal contra ct, including offe r, acc eptanc e, and consideration. Janda v. United States Cellular Corp.
, 2011 I L App (1st) 103552, ¶ 62; Scutt v. La Salle County Board
, 97 I ll. App. 3d 181, 185 (1981) (m o d i fi ca tion of a contra ct is itself a contra ct and only enfor cea ble wher e ordinary standards of contra ct law are satisfied). Henc e, no contra ct can be modified in ex parte fashion by one of the contra cting parties without the knowledg e and
consent of the rema ining party to the agree ment ( Brooks v. Village of W

ilmette
, 72 I ll. App. 3d 753, 756 (1979); Hulcher v. Adcoc k
, 25 I ll. App. 2d 255 (1960) (abstra ct of op.)) there by making mutual assent as much a requisite element in eff ecting a contra ctual modification as it is in the initial cre ation of a contra ct. Keco Industries, Inc. v. ACF Industr i es , In c. , 316 F.2d 513, 515 (4th Cir. 1963); Schwinder v. Austin Bank of Chicago
, 348 I ll. App. 3d 461, 469 (2004). ¶ 36 A “modification” of a contra ct is a chang e in one or more respe cts which introduces ne w elements into the details of the contra ct, or canc els some of them, but leaves t he g ener al
purpose and eff

ect undisturbed. Hartwig Transit

, Inc. v. Menolascino
, 113 I ll. App. 3d 165, 170 (1983); International Business List s, Inc. v. American Telephone & Telegraph Co.
, 147 F.3d 636, 640 (7th Cir. 1998) (applying I llinois law); see Schwinder
, 348 I ll. App. 3d at 469 (“[t] he modified contra ct is reg arde d as cre ating a new single contra ct consisting of so many of the terms of the prior contra ct as the parties have not agree d to chang e, in addition to the
new terms on which they have ag ree d”). Modificat i on of a contra ct normally occur s when the par ties ag ree to alter a contra ctual provision or t o include additional obligations, while leaving intact the overa ll nature and obligations of the orig inal agree ment. See Hartwig
, 113 I ll. App. 3d at 170. ¶ 37 Parties to a contra ct may not be locked into its terms fore ver. Acc ording ly
, parties to an exis ting contra ct may , by m u t u al as s ent, modify a contra ct provided that the modification does not violate the law or public p o l i cy

. 1 7 A Am. J ur. 2d Contracts § 500 (2004). I t is entirely competent for parties to a contra ct to modify or waive their rig hts under it and embed
new ter ms. See Canale v. Hulche r , 85 I ll. App. 2d 9 (1967) (abstrac t of op.). F urthermor e, parties to a c ontrac t are ordinarily as fr ee to c hang e it afte r makingit as they wer e to make

-10-it in the first instance. Restateme nt of Contracts § 408 (1936)

.

¶ 38 A modificatio n o f an ex i s t i n g co n t ra ct , l i k e a n ew l y formed contra ct, re quires consideration to be valid and enfor cea ble. Doyle v. Holy Cross Hospital
, 186 I ll. 2d 104, 112 (1999). Consideration consists of some detriment to the offe ror, some benef it to the offe ree , or some barg ained- for exchang e betwee n them. A. Ep stein & Sons International, Inc. v. Eppstein Uhen Architects, Inc.
, 408 I ll. App. 3d 714, 720 (2011). “Any act or promise which is of benef

it to one party or disadvantag e to the other is a sufficie nt consideration to support a contr act.” Steinberg v. Chicago M edical School , 69 I ll. 2d 320, 330 (1977). ¶ 39 In this case , Urba n Sites argues that there was inadequate consideration to support a valid modification of the Sprint lease

. Howeve r, the evidenc e contained in the rec ord establishes that there was adequa

te consideration as a matter of law. The 2005 agree ment plainly states that the parties enter ed into the 2005 agree ment “[f]or g ood and valuable considera tion, the

rec eipt and s u ff

iciency of which are here by acknow ledg ed.” Urba n Sites’ repr esentative, Much, executed the ag ree ment and aff irmed this repr esentation by initialing eac h pag e of the documents. Fur

ther, under the “miscellane ous” section of the 2005 agree ment, Urba n Sites also repr esente d that “[t] his [a] g ree ment shall be binding upon [Urban Sites] and its

succe ssors.” Ba sed on the unambiguous repr esenta tions on the fac e of the 2005 agree ment, the evidenc e establishes that there was consideration as a matter of law. See K’s Merc handise Mart, Inc. , 359 I ll. App. 3d at 1142 (it is w ell settled that parol evidenc e is inadmissi ble to take f rom, vary or contra dict an unambiguous written contra ct). ¶ 40 Urba

n Sites admits that it mistakenly executed the 2005 agree ment without rea liz ing that copies of the orig inal site plan wer e attache d to it. Urba n Sites makes this statement despite the fac t th at i t s re prese ntative, Much, had initialed eac h pag e of the 2005 agree ment including the copies of the orig inal site plan which depicted the Sprint lease are a as 25 by 50 fee t in siz e. Urba

n Sites’ unilatera l mistake is not a defe nse and cannot be a basis to reve rse the circ uit court’s finding of estoppel based upon Urba n Sites’ conduct. See Harney -Morgan Cheve rolet Olds Co

. v. Rabin
, 118 I ll. App. 3d 602, 606 (1983). “[T] he unil ater al m istake of one party to a contract may not be relied upon to relieve that p ar t y from the obl igations of the contra ct wher e the party ’s own n egl i gen ce an d lack of prudenc e resulted in the mistake.” Id. A party to an agree ment is charg ed with knowledg e of and assent to the
ag ree ment signe d. Mele na v. Anheuser-Busch, Inc.
, 219 I ll. 2d 135, 150 (2006). The failure
to rea d a document befor e signing it is normally no excuse for the party who s i gn s it. Breck enridge v . Cambridge Homes, I nc. , 246 I ll. App. 3d 810, 819 (1993). I t follows that, in the absenc e of fra

ud, wher e a person could have rea d a co n t ra ct and asce rtained the

acc urac y of the documents, but neg lected to do so, he may not avoid the leg al conseque nces of the e x ecute d contra ct on t he ground that the s igningwas done without knowledg e of its

co n t en t s

. See g ener ally Prueter v. Bork
, 105 I ll. App. 3d 1003, 1006 (1981). Fur ther, a mistake made solely by one party is not adequate g rounds for relief when the othe r party is
not awa re of the m istake. S ee Rock Island Bank & Trust Co. v. Stauduhar
, 59 I l l

. App. 3d 892, 898 (1978). ¶ 41 Her e, Urba

n Sites, as an experience d and sophisticated commerc ial landlord, was unde r

a duty to rea d t h e 2005 ag ree ment and to lear n of the contents of the attache d documents befor e signing them. See Mt. Zion State Bank & Trust v. W eave r , 226 I ll. App. 3d 783, 787

-11-(1992); Magnus v. Lutheran Gene ral Health Care System
, 235 I ll. App. 3d 173, 184 (1992);

see also Northern Trust Co. v. VIII South Michigan Associates
, 276 I ll. App. 3d 355, 368 (1995). Urba

n Sites ha s made no showing that the inclusion of the orig inal site plans in the 2005 ag ree ment wa s due to fra ud on the part of Sprint at the time that the agree ment was

exe cu t ed

. Ac cordingly
, Crown Castle and GSA, as assig nees and succe ssors of the Sprint lease
, and T -M o b i l e, as assig nee of the sublease of the lease d proper ty , cannot be held responsible for Urba

n Sites’ unilatera l mistake in failing to proper ly revie w the terms of the 2005 ag ree ment prior to its execution. See g ener ally Illinois Tool W orks, Inc. v. Commerce & Industry Insurance Co.
, 2011 I L App (1st) 093084, ¶ 20 (“[An] a ssigne e rec eives all the assig nor’s rig ht, t i t l e o r i n tere st in the thing assig ned and can claim no g reater rig ht or interest than the a ssignor

possessed.”)

. ¶ 42 Fur

thermore, Urb an S i t es h as prese nted no evidenc e to ref ute the exis tence of valid consideration in the 2005 ag ree ment. Urba n Sites simply made an unsupported claim about

a lack of consideration but such unsupported argument cannot be used to c reate an issue of fac t. See Turner v. City of Chicago
, 91 I ll. App. 3d 931, 937 (1980) (“[m] ere ly alleg ing that there exis ts a g enuine issue of materia l fac t does not cre ate such an issue”). Although Urba n Sites submitt ed an aff

idavit by Much for the first time in its motion to rec onsider, claiming that no considera

tion was g iven, we note that the aff idavi t wa s not part of the summary ju d gment proce ss and was Urba n Sites’ only attempt to prese nt a basis for its lack of consideration a

rgument. We cannot conside r this document bec ause the scope of appellate revie w of a summary judgme nt motion is limit ed to the rec ord as it exis ted when the circ uit
court ruled on the summary judgme nt motion. Campos v. Campos
, 34 2 I ll. App. 3d 1053, 1066 (2003). ¶ 43 Urba

n Sites further raises the pree x i s t i n g du t y ru l e t o s u gges t t h at there was no consideration. “The pree x isting duty rule provides that wher e a party does what it is alre ady leg ally obligated to do, there is no consideration a s there is no detriment.” W hite v. Village of Homewood
, 256 I ll. App. 3d 354, 3 5 7 (1993). “Consideration cannot flow from an act perf ormed pursua

nt to preexisti ngleg al duty .” Id. ¶ 44 Despite Urba

n Sites’ claim, the pree x isting duty rule is not applicable in the instant c ase. By enter ing into the 2005 ag ree ment, Urba n Sites was to rec eive the benef it that GSA, as the then-pe nding assig nee of Sprint’s interest in the proper ty , could secur e fi n an ci n g for the purcha se of the lease rig hts in order to ensure Urba n Sites that there would continue to be a viable tenant to pay rent well into the future. Although the circ uit court did not ultimately rely upon thi s fac t in its ruling
, it indicated during the hear ing on the m otion to rec onsider that it had considere d such evide nce: “One could see a benef

it to [Urban Sites] when we are speaking in terms of consideration inasmuch as there was, in my opinion, a benef it to [Urban Sites] for the defe ndant to g et this financingthat we ha

ve spoken a

bout in the ag ree ment ***.” ¶ 45 Urba

n Sites asser

ts t h at i t h as s u ff

ere d a detriment in the loss of land and rent, while Crown Castle, GSA and T-Mobile g ained a benef it as a result of the agree ment. Urba n Sites makes this arg

ument even though it never reduc ed the amount of rent char g ed to Sprint when the reduc ed site plan had p u rp o rt edly reduc ed the lease d are a from 25 by 50 fee t in the

-12-orig inal site plan to 25 by 34 fee t. As such, Sp ri nt and its assig nees have alway s paid the

same amount of money

of re nt to Urban Site as if the or igina l site plan had alwa y s been in place . There fore , Urba

n Sites has not presented a ny evidenc e that it suffe red a detriment. ¶ 46 Fu rt h er , the case s relied upon by Urba n Sites to support its argument that t h e 2 0 0 5
ag ree ment was not a valid modification of the Sprint lease are distinguishable from this case

. In Ross
, a former employee filed a b re ac h of contra ct claim ag ainst his former employ er under the terms of a 1968 employ ee handbook to which the parties had agree d. Ross v. May Co.
, 377 I ll. App. 3d 387, 388 (2007)

. T h e em p l o y er claimed that the 1968 handbook had been modified by the disclaimers inserted into later revised handbooks. Id. at 389. The court revie wed the alleg ed modification of the employ ment contra ct based upon provisions in the revised handbooks. Id. at 388. The court held that the disclaimers in the revised handbooks did not modify the former employ ee’ s employ ment contra ct beca

use he did not rec eive any consideration. Id. at 389. Although the employ er had offe red the former employ ee additional benef its such as paid persona l day s, disability insurance and a retire ment saving s plan, these add i t i o n al benef

its wer e offe red to all employ ees and wer e not part of a barg ained- for exchang e with the for

mer e mploy ee. Id. at 392. ¶ 47 Simi larly
, in Doyle
, the court also dealt with a situation wher e an employ er unilatera lly chang ed cer

tain policies for exis tin g employ ees by way of an employ ee handbook. Doyle
, 186 I ll. 2d at 106. The plaintiffs wer e nurses formerly employ ed by th e empl oy er and had worke d for the employ er continuously until they wer e dischar ged

. Id. The employ er had issued to both its exis ting employ ees and new hires an employ ee handbook which contained

a number of policies and provisions reg arding employ ment. Id. One of the policies at issue
set forth fac tors used in deter mining how employ ees would be discharg ed. Id. at 106-07. The plaintiffs, as former employ ees, sued the employ er under theories of brea ch of contra ct and promissory estoppel, cl ai m i n g t hat they wer e terminated in violation of the employ ee handbook. Id. at 107. The court held that such unilatera l chang es did not modify the former employ ees’ employ

ment contra cts. Id. at 112-13. ¶ 48 Unlike t he si tuations in both Ross and Doyle
, this case prese nts a scena rio wher e ther e

was a rec i p ro ca l ag ree ment that was knowing ly enter ed into by the parties involved. The
prese nt case d o es n ot involve the uni latera l actions of one party

. The 2005 agree ment was ful ly executed by repr esentatives of both Urba n Sites and Sprint. Urba n Sites had an opportunity to rea d the ag ree ment prior to signing it and repr esente d that it was bound by the
ag ree ment. Urba

n Sites cannot now say that it wa s d ec ei v ed b y its own neg lige nce in not

rea ding the attache d documents. ¶ 49 Simi l ar l y , C

h is o lm i s al s o d i s tinguishable from the instant case , which involved a residential landlord-tena

nt disput e. T h e tenant alleg ed that the landlords brea ched their continuing leg al duty t o cl ea r i ce and snow from the walkwa y , and soug ht to rec over for injuries sustained as a result of t he landlords’ n egl i gen ce and will ful and wanton conduct. Chisolm v. Stephens
, 47 I ll. App. 3d 999, 1002 (1977). The lease in Chisolm did not contain

an express covena

nt dealing with the landlords’ duty to remove natura l acc umulations of ice and snow. Id. Unlike Chisolm
, this ca s e i s based in contra ct law, and the express and unambiguous languag e of the 2005 agree ment–rathe r than any implied duties or promises–g overne d the outcome of the ca se.

-13-¶ 50 Urba n Sites also raises the argumen t t h at t here was never a meeting of the minds or mutual assent betwee n the parties to modify the dimensions o f t h e lease d are a. Howeve r, Urba n Sites has not raised a g enuine issue of materia l fac t that the parties had no meeting of the minds with respec t to the ag ree ment. ¶ 51 As a g ener al rule, an enfor cea ble contra ct must include a meeting of the minds or mutual assent as to the terms of the contract. Acade my Chicago Publishers v. Chee ver , 144 I ll. 2d 24, 30 (1991). In order for a contra ct to come into being there must be mutual assent betwee n all of the parties. Calo, Inc. v. AMF Pinspotters, Inc.
, 31 I ll. App. 2d 2, 8 (1961). Gene rally
, it is the objective manifestation of intent that controls whether a contr act ha s been formed. Caporale v. Mar Les, Inc.
, 656 F.2d 242, 244 (7th Cir. 1981). The subjective understanding of the parties is not require d in order for there to be a meeting of the minds. Steinberg
, 69 I ll. 2d at 331. ¶ 52 For the same rea sons expres s ed p re v i o u s l y re gar d i n g Urb an Sites’ modification
argument, its argument about whethe r there was a meetingof the mi nds is underc ut by the circ uit court’s ruling that Urba n Sites was estopped based on its clea r repr esentations in the 2005 ag ree ment. Moreove r, Urban Sites’ asser tion that there was no meeting of t he mi nds betwee n the parties is based on speculation and is n o t s up p o rted by any evidenc e in the

rec ord. Simi larly
, Much, as the manag er of Urba n Sites, provided no evidentiar y support for this claim at the summary judgme nt stag e. In support of its arg ument that there was no meeting of the minds, Urba n Sites only ref

ers to Much’s aff

idavit, which was only submitt ed in support of its moti on to rec onsider. As discussed, Muc h’s af fidavit must be disreg arde d

as it was not proper ly befor e the circ uit court at the time of its ruling on the motions for
summary judgme nt. ¶ 53 Contrary to Urba n Sites’ unsupported claims, the languag e fro m t h e 2005 agree ment shows ther e wa s a m ee t i ng of the minds to incre ase the lease d are a to 25 by 50 fee t. The
express languag e of the estoppel cer tif i ca t e i n the 2005 agree ment demonstrated that the part i es intended to chang e the lease d are a to 25 by 50 fee t, as acknow ledg ed by Much’s initials on the attache d copi es o f t h e o rig inal site plan. By executing the 2005 agree ment, Urba n Sites had repr esente d that the attache d Sprint lease contained the en t i re agree ment betwee n landlord and tenant with respe ct to the lease d proper ty

. Thus, u n co n t ro v erte d evidenc e establishes that Urba n Sites and Sprint had a meeting of the minds that the orig inal site plan of 25 by 50 fee t would be Sprint’s lease d are a of the proper ty

. Urba n Sites’ attempt to sug g est o t h erwi s e i s not supported by evidenc e, and thus, Urba n Sites has not raised a genuine issue of materia l fac t to survive summary judgme nt. There fore
, we hold t h at t h e circ uit court proper ly enter ed summary judgme nt i n fa v o r of Crown Castle, GSA and TMobile, and ag ainst Urban Sites. ¶ 54 For the fore g oing rea sons, w e aff irm the judgme nt of the circ uit c ourt of Cook County

.

¶ 55 Affir

med.

-14-