2020 IL 125133 

IN THE 

SUPREME COURT 

OF 

THE STATE OF ILLINOIS 

(Docket No. 125133) 

RESTORE CONSTRUCTION COMPANY, INC., et al., Appellees, v. 

THE BOARD OF EDUCATION OF PROVISO TOWNSHIP 

HIGH SCHOOLS DISTRICT 209, Appellant. 

Opinion filed April 16, 2020. 

JUSTICE KARMEIER delivered the judgment of the court, with opinion. 

Chief Justice Anne M. Burke and Justices Kilbride, Theis, and Neville 

concurred in the judgment and opinion. 

Justice Garman dissented, with opinion. 

Justice Michael J. Burke took no part in the decision. 

OPINION 

¶ 1 At issue in this case is whether the circuit court of Cook County erred when it 

concluded that Restore Construction Company, Inc., and Restore Restoration, Inc. 

(referred to collectively as Restore), are barred from recovering the remaining sums 

they seek for emergency repair and reconstruction work they performed on behalf 
 

 

 

 

 

of the Board of Education of Proviso Township High Schools District 209 (the 

Board and District, respectively) solely because certain steps normally required by 

the School Code (105 ILCS 5/1-1 et seq. (West 2014)) for approval of contracts 

may not have been followed. Although the Board was operating under the control 

of a Financial Oversight Panel (FOP) (see id. § 1H-1), the FOP’s chief fiscal officer 

approved the contracts once they were signed by District officials, the work was 

undertaken on an emergency basis and informally approved by a majority of the 

Board following its completion, there was no dispute as to the need for the work or 

the reasonableness of the charges, and Restore received timely payment from the 

Board’s insurance company for most of the work it performed, the circuit court 

believed that under the law the Board should have let the project out for competitive 

bidding and then approved the contracts by a formal vote before the work 

commenced. In the view of the circuit court, its failure to do so precluded any 

further payments to Restore. It therefore dismissed all counts of Restore’s third 

amended complaint with prejudice, leaving the parties in the position it found them 

when the litigation began. 

¶ 2 On appeal, Restore challenged only the circuit court’s disposition of counts I 

and II of its third amended complaint. Those counts, which sought recovery based 

on quantum meruit, were dismissed by the trial court pursuant to section 2-

619(a)(9) of the Code of Civil Procedure (735 ILCS 5/2-619(a)(9) (West 2018). 

The appellate court reversed and remanded. It held that Restore is entitled to 

proceed against the Board based on quantum meruit and that the quantum meruit 

counts asserted by Restore in counts I and II of its third amended complaint remain 

viable. 2019 IL App (1st) 181580. We granted the Board leave to appeal (Ill. S. Ct. 

R. 315 (eff. July 1, 2018)). For the reasons that follow, we affirm the appellate 

court’s judgment. 

¶ 3 BACKGROUND 

¶ 4 Because this matter comes before us in the context of a dismissal under section 

2-619 of the Code of Civil Procedure, we accept as true all well-pleaded facts in 

the plaintiff’s complaint and all inferences that may reasonably be drawn in the 

plaintiff’s favor. Ferguson v. City of Chicago, 213 Ill. 2d 94, 96-97 (2004). Pursuant 

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to this standard and based on the allegations in Restore’s complaint, we take the 

facts of this case to be as follows for the purposes of our review. 

¶ 5 On May 10, 2014, a serious fire broke out at Proviso East High School (Proviso 

East) in Maywood, one of three public high schools operated by Proviso Township 

High Schools District 209. The blaze caused significant damage to the structure and 

its contents, jeopardizing the ability of the District to safely reopen it in time for the 

planned beginning of the next school year the following August, just three months 

away. 

¶ 6 At the time of the fire the District was governed by a seven-member elected 

board of education led by Daniel J. Adams, the Board’s president. Among Adams’s 

responsibilities was presiding over the business of the Board at official meetings 

and signing official District documents. Netti Collins-Hart, Ed.D, (Collins-Hart) 

was employed by the Board as superintendent of schools. In that capacity, she 

served as the District’s chief executive officer and was responsible for the 

administration and management of the District’s schools in accordance with the 

Board’s policies and state and federal law. 

¶ 7 The District was also subject to an additional level of supervision and control. 

In 2008, the State Board of Education established an FOP to oversee the District 

pursuant to the School District Financial Oversight Panel and Emergency Financial 

Assistance Law (105 ILCS 5/1B-1 et seq. (West 2008)). The District subsequently 

became subject to the Financial Oversight Panel Law (105 ILCS 5/1H-1 et seq. 

(West 2012)), which took effect in 2011, and it operated under an FOP established 

in accordance with that statute (see id. § 1H-15) at the time of the fire. 

¶ 8 As authorized by section 1H-30(3) of the Financial Oversight Panel Law (105 

ILCS 5/1H-30(3) (West 2014)), the FOP employed Todd Drafall to serve as chief 

fiscal officer. In that capacity Drafall possessed “all of the powers and duties of the 

district’s chief school business official” and had responsibility for any other duties 

regarding financial matters assigned to him by the FOP. Id. As required by statute, 

Drafall reported to the FOP rather than the District when carrying out those 

responsibilities. Id. § 1H-30. 

¶ 9 Restore Construction, Inc., is an Illinois corporation engaged in the business of, 

among other things, repairing fire-damaged structures and providing related 

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construction services. It shares common ownership and management with Restore 

Restoration, Inc., which provides disaster mitigation and related restoration 

services. Shortly after the fire, Restore Construction was contacted by 

representatives of the District and asked to provide emergency mitigation services 

at Proviso East. Restore had provided similar service to the District in the past and 

was recognized by the District as possessing a high degree of professional skill. 

¶ 10 The District’s customary practice when contracting for repair and payment of 

losses covered by its property loss insurance was to proceed without a recorded 

vote of its Board. The loss in question here was covered by the District’s 

insurance—as a member of the Collective Liability Insurance Cooperative it was 

insured by Travelers Indemnity Company (Travelers)—and that is how it handled 

the emergency mitigation and repair work following the Proviso East fire. Promptly 

after the fire took place, representatives of the District contacted Restore to request 

emergency mitigation services and advised Restore that the District “would 

approve contracting with Restore Restoration to mitigate and remediate damage 

due to the fire and with Restore Construction to repair the property loss damage to 

the School.” 

¶ 11 On May 22, 2014, the District’s superintendent, Collins-Hart, executed two 

contracts, one with Restore Restoration to mitigate and remediate fire damage and 

the other with Restore Construction to repair the fire-damaged school. Both 

contracts were signed by Collins-Hart and represented by her to be on behalf of the 

District. The District also hired Legat Architects, Inc. (Legat), an Illinois 

corporation engaged in the business of providing professional architectural 

services, to prepare plans and work specifications for the fire damage renovations 

and to act as contract administrator on the project. 

¶ 12 The project manual prepared by Legat set out the responsibilities of all 

participants in the project, including the District, Legat, Restore, and Travelers. At 

the direction of the District, the specifications prepared and issued by Legat also 

incorporated statutory labor wage standards and rates. This was done pursuant to a 

policy adopted by the Board in June 2014 and approved by the Board’s president. 

¶ 13 The hiring of Legat and adoption of the specifications were affirmed by CollinsHart. In addition, Drafall, the FOP’s chief fiscal officer, attended construction 

meetings on the project, either in-person, via telephone conference, or through a 

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designee, and accepted and approved as fair and reasonable numerous subcontracts, 

quotations, bids, sales orders, change orders, and invoices for the project. At 

Drafall’s direction, the District’s project manager, Ron Anderson, executed and 

approved as fair and reasonable additional work. The District’s buildings and 

grounds manager did so as well. According to Restore’s complaint, this was all 

done with the District’s knowledge and consent. In addition, in August 2014, the 

Board’s president signed an amended agreement with Restore governing repair of 

the fire damage at the school. An affidavit signed by Drafall and attached as an 

exhibit to Restore’s complaint states that he reviewed and initialed both the 

amended agreement and the two contracts previously signed by the superintendent. 

¶ 14 Restore performed the emergency mitigation and repair work it was hired to do 

in accordance with the specifications prepared by Legat and approved, adopted, and 

implemented by the District and its insurers, including Travelers. Restore was paid 

in part and expected to be paid in full for its work on the school through the 

Traveler’s policy covering the District’s loss. Restore dealt directly with the claims 

administrator for Travelers, and Restore was paid for its work through the District’s 

insurers. Where insurance checks were issued to the District, the District would 

endorse the checks over to Restore. 

¶ 15 Throughout the course of the project, Drafall provided regular updates to the 

Board and the FOP on the work that was being done. The Board participated in the 

Project by, among other things, having District employees, Legat, and other hires 

attend construction meetings and report back to it. Neither the Board nor the FOP 

ever disapproved of any actions taken by Drafall or District employees acting on 

the Board’s behalf. To the contrary, all actions of Drafall on the project were 

accepted by both the Board and the FOP. 

¶ 16 According to the complaint, although there was no recorded vote, “[n]o less 

than a majority of the Proviso Board knew and informally approved that Restore 

provide mitigation, remediation, restoration and repairs to the School,” Throughout 

the course of the project, there was never any question as to the validity of the 

agreements governing the work, the reasonableness of the charges, or the quality of 

the repairs and restoration services provided by Restore. The only dispute 

concerned reluctance by one of the District’s insurers to reimburse Restore for the 

wages of its workers at the prevailing wage rates set by statute, incorporated into 

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the specifications prepared by Legat, and approved by the Board. The 

underpayment attributable to this refusal amounted to $556,420.12, a sum for which 

Restore’s lawyers demanded payment pursuant to the parties’ contract. In 

responding to that demand, counsel for the District acknowledged that the District 

had signed a contract for the work and that under that agreement Restore was to do 

the work for the amount the insurance company agreed to pay. 

¶ 17 The last day Restore performed work on the project was July 3, 2015. The total 

value of the mitigation, remediation, and repairs performed by the company on 

behalf of the District exceeded $7,271,000. It received payment for all but 

approximately $1,428,000 of this sum, and all of the payments it did receive were 

made by the District’s insurers. No part of the repair work was paid for using funds 

drawn from District accounts. 

¶ 18 When it appeared that full payment would not be forthcoming, Restore brought 

this action in the circuit court of Cook County to recover what it was still owed, up 

to the amount covered by the District’s insurance. Restore’s complaint, as finally 

amended, contained 22 counts and was directed against numerous defendants, 

including the District, the District’s superintendent and principal, and the District’s 

insurance carriers. All 22 counts were ultimately dismissed. This appeal concerns 

only the viability of counts I and II. Both of those counts sought recovery from the 

District based on quantum meruit. Count I was asserted by Restore Construction, 

while count II was brought by Restore Restoration, but otherwise the theory and 

facts underlying the two counts were the same. 

¶ 19 As noted at the outset of this opinion, the District moved to dismiss both counts 

pursuant to section 2-619(a)(9) of the Code of Civil Procedure (735 ILCS 5/2-

619(a)(9) (West 2018)). The crux of its motion was that it had no obligation to pay 

Restore for what it still owed under the contracts because those contracts had not 

been let out for bid and approved by a majority vote of the Board. Although 

Restore’s complaint alleged that “[n]o less than a majority of the Proviso Board 

knew and informally approved that Restore provide mitigation, remediation, 

restoration and repairs to the School” and that the FOP knew and accepted the work 

as well, the District disputed that contention and submitted documentation aimed 

at establishing (1) that the written agreements with Restore were not placed on the 

Board’s agenda, were never presented to the Board for approval, were never voted 

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on by the Board, and were never even discussed by the Board; (2) that the work 

that was the subject of the agreements was never formally bid; and (3) that the 

Board had not, in fact, “approved any bills or invoices for work Restore performed 

at Proviso East High School.” 

¶ 20 The District’s theory was (1) that bidding and a formal vote by the Board were 

required by the School Code, (2) that the failure to follow them rendered the 

agreements with Restore ultra vires and void, and (3) that where, as here, an 

agreement is ultra vires based on failure to comply with a statute prescribing the 

method by which a school district may be bound by contract, the district cannot be 

held liable under any theory, including quantum meruit. Any obligation to pay is 

completely negated, notwithstanding any benefits the school district may have 

received. 

¶ 21 The primary document submitted by the Board in support of its position was an 

affidavit from Theresa Kelly, one of the Board’s seven members, to which were 

appended agendas and minutes for meetings convened by the Board and the FOP 

around the time the pertinent agreements were executed. Those particular agendas 

and minutes do not specifically refer to any bids, discussion, or votes on the 

agreements for repair and restoration work at Proviso East. In fact, based on those 

agendas and minutes alone, one would not know that Proviso East had even 

sustained a major fire. 

¶ 22 Of course, the Board is not arguing that it lacked actual knowledge that one of 

the District’s three schools had sustained millions of dollars in damage and that 

Restore had been hired to handle the repairs. Such a claim could not have been 

made in good faith. The agendas referenced by Kelly’s affidavit show that the 

Board’s meetings regularly included “capital and construction updates” by the 

superintendent. Moreover, agendas and minutes from later Board meetings that 

appear elsewhere in the record contain regular and detailed updates on the 

magnitude and status of what is referred to as the “Proviso East Fire” or “East Fire 

Damage” project. Those documents reflect discussion and questioning by the 

members of the Board regarding details of the work done by Restore, including, on 

one occasion, specific questioning by Kelly herself about the progress of work on 

affected classrooms. 

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¶ 23 Agendas of the FOP’s meetings likewise show that “capital and construction” 

updates, including “Proviso East Fire” updates, were a regular part of those 

meetings. Moreover, Drafall, the FOP’s chief fiscal officer, stated in his affidavit: 

“In my capacity as FOP’s Chief School Business Official for the District, I 

gave regular updates to either or both the Board of Education of Proviso 

Township High Schools District 209 and/or to the Financial Oversight Panel 

for Proviso High School District 209 (FOP) at meetings held on May 13, 2014, 

June 10, 2014, July 15, 2014, August 12, 2014, September 16, 2014, October 

14, 2014, November 18, 2014, December 9, 2014, January 13, 2015, February 

10, 2015, March 10, 2015, May 12, 2015.”1 

¶ 24 The Board’s position is narrower and more technical. In its view, the fatal flaw 

is not that it did not know what was going on. It was that the specific contracts were 

not let out for bid and approved in advance by a formal vote of the Board. Without 

those steps, which the Board contends were required by the School Code under the 

circumstances presented here, it argues that the agreements were void ab initio and 

that it was not bound to pay Restore anything for the work subsequently performed 

by the company on behalf of the District. 

¶ 25 To be sure, this outcome may leave the Board—and the taxpayers in the 

District—with a windfall. Under the Board’s theory, however, that is immaterial. 

In their view, the overriding consideration is ensuring that the statutory bidding and 

approval procedures are followed. Although there are no allegations of self-dealing, 

fraud, or dishonesty in this case, the Board contends that enforcement of the formal 

bidding and approval process is necessary to protect taxpayers from the evils the 

statutory requirements were designed to prevent. To hold otherwise, they argue, 

would mean “that the legal protections built in for the taxpayer would be obviated 

and the unlawful expenditures of public funds would be authorized without the 

approval of the locally-elected representatives tasked with protecting the public’s 

interest and whom can be held accountable by the same.” Too bad for Restore, 

perhaps, but in the Board’s view, it was the company’s responsibility in the first 

1

We note that the agenda for the August 12, 2014, special joint meeting of the Board and the 

FOP also references a resolution approving issuance of over $1.3 million in debt certificates to cover 

altering, repairing, and equipping the Proviso East building. The relationship, if any, between these 

expenses and the fire-related work performed by Restore has not been explained. 

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instance to make sure that the people its was dealing with had proper authorization 

before proceeding. 

¶ 26 While the circuit court was persuaded by these arguments, the appellate court 

was not. Although it agreed that the contracts in question were void ab initio 

because they had not been subjected to competitive bidding and were not voted 

upon by the Board (2019 IL App (1st) 181580, ¶ 26), it held that this did not bar 

Restore from asserting a claim based on a contract implied in law for the value of 

the work performed in reliance on the presumed agreements. The appellate court 

noted that the parties had not cited and it had not found “any case that holds that 

recovery under quantum meruit is barred where the intended contract with a 

municipal unit has been determined to be void ab initio,” and it declined to make 

such a holding for the first time in this case. Id. ¶ 42. Rather, it concluded that 

“allowing plaintiffs’ claims to proceed is consistent with principles of equity and 

the well-settled reasoning that a contract implied in law ‘exists independent of any 

agreement or consent of the parties’ and that ‘no one may unjustly enrich himself 

at another’s expense.’ ” Id. (quoting Marque Medicos Farnsworth, LLC v. Liberty 

Mutual Insurance Co., 2018 IL App (1st) 163351, ¶ 16). It therefore reversed the 

circuit court’s judgment granting the Board’s section 2-619 motion to dismiss and 

remanded for further proceedings. Id. ¶¶ 43-46. The Board petitioned for leave to 

appeal (Ill. S. Ct. R. 315 (eff. July 1, 2018)), which we allowed, and the matter is 

now before us for review. 

¶ 27 ANALYSIS 

¶ 28 Quantum meruit, the theory on which counts I and II of Restore’s third amended 

complaint are premised, is based on the implied promise of a recipient of services 

to pay for those services that are of value to it and lies where the recipient would 

be unjustly enriched if it were able to retain the services without paying for them. 

In re Estate of Callahan, 144 Ill. 2d 32, 40 (1991). The Board does not dispute that 

counts I and II properly plead those elements. Rather, it challenged the viability of 

Restore’s cause of action by means of a motion to dismiss under section 2-619(a)(9) 

of the Code of Civil Procedure (735 ILCS 5/2-619(a)(9) (West 2018)). 

¶ 29 Such a motion admits the legal sufficiency of the plaintiff’s complaint but 

asserts that the claim against the defendant is barred by some affirmative matter 

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that avoids the legal effect of or defeats the claim. Where, as here, we review a 

judgment dismissing a claim under the statute, we afford no deference to the 

determinations by the lower courts. Whether a section 2-619 motion was properly 

granted presents a question of law. Our review is therefore de novo. In re Estate of 

Boyar, 2013 IL 113655, ¶ 27. 

¶ 30 As our earlier discussion indicated, the “affirmative matter” claimed by the 

Board to be fatal to Restore’s cause of action in this case is the lack of competitive 

bidding and the absence of a formal, recorded vote by the Board to approve the 

contracts for emergency repair and restoration of Proviso East before Restore began 

the work for which it is now seeking payment. The Board contends that these steps 

were indispensable under the following sections of the School Code: 

(1) section 10-20.21(a) (105 ILCS 5/10-20.21(a) (West 2014)), which 

authorizes school boards “[t]o award all contracts for purchase of supplies and 

materials or work involving an expenditure in excess of $25,000 or a lower 

amount as required by board policy to the lowest responsible bidder, 

considering conformity with specifications, terms of delivery, quality and 

serviceability, after due advertisement,” subject to 16 enumerated exceptions; 

(2) section 10-7 (id. § 10-7), which requires the board’s secretary or clerk 

to record the board’s official acts and specifies that “[o]n all questions involving 

the expenditure of money, the yeas and nays shall be taken and entered on the 

records of the proceedings of the board”; and 

(3) section 10-12 (id. § 10-12), which provides that “[a] majority of the full 

membership of the board of education shall constitute a quorum” and that 

“[u]nless otherwise provided, when a vote is taken upon any measure before the 

board, a quorum being present, a majority of the votes of the members voting 

on the measure shall determine the outcome thereof.” 

¶ 31 The Board’s position is problematic for two basic reasons. First, in focusing on 

statutory provisions applicable to regularly elected school boards, it fails to take 

into account that at all relevant times, the District was operating under the fiscal 

management of a Financial Oversight Panel established by the State Board of 

Education because the District was financially troubled. By law, the FOP was 

empowered to exercise financial control over the District. Id. § 1H-25. This 

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authority included the power “to make, cancel, modify, or execute contracts (other 

than collective bargaining agreements), leases, subleases, and all other instruments 

or agreements necessary, convenient, or otherwise beneficial to the district and 

consistent with the powers and functions granted by [the Financial Oversight Panel 

Law] or other applicable law” (id. § 1H-25(a)(2)) and “to approve all contracts and 

other obligations as the Panel deems necessary and appropriate” (id. § 1B-6(i) 

(applicable pursuant to sections 1H-15(b)(2) and 1H-25(a) of the Financial 

Oversight Panel Law (id. §§ 1H-15(b)(2), 1H-25(a)))). Correspondingly, the Board 

was prohibited from entering into any contract or obligation unless the contract was 

consistent with the financial plan and budget then in effect. Id. § 1B-14(a). In 

addition, the FOP was authorized to identify categories and types of contracts 

subject to its approval and to regulate the procedure for obtaining that approval (id. 

§ 1B-14(b)). 

¶ 32 The allegations in Restore’s third amended complaint and the supporting 

affidavit from the FOP’s chief fiscal officer indicated that the FOP was fully 

apprised of the emergency repair and restoration work performed by Restore at 

Proviso East and of the details of the contracts governing that work and that it fully 

approved the project.2 Accepting that as true for the purposes of this appeal, we 

fail to see, and the Board has not explained, how the actions it took or failed to take 

with respect to the approval of the contracts were relevant to Restore’s entitlement 

to be paid. Under the Financial Oversight Panel Law, it would appear that it was 

the actions of the FOP, not the Board, that were dispositive. Based on the record 

and arguments before us, we have no basis for holding that any aspect of the FOP’s 

handling of the Proviso East project would warrant depriving Restore of the sums 

it earned for the work it did on behalf of the District and its taxpayers. To conclude 

otherwise would be tantamount to holding that Restore must suffer a forfeiture of 

2

While the record before us does not include recorded votes by the members of the FOP, we 

have not found anything in the governing provisions of the School Code that required recorded 

votes. The statute provides simply that three members of the FOP constitute a quorum and that a 

majority of members being present is required to pass a measure. 105 ILCS 5/1H-20(f) (West 2018). 

Nothing before us suggests these requirements were not met here. We further note that the law also 

provides that where a contract requiring FOP approval is submitted by a school board, it will be 

considered approved if the FOP does not reject it within 30 days, unless the FOP advises the board 

that it needs more time to decide. Id. § 1B-14(d). Accordingly, in some circumstances, no 

affirmative action by the FOP is even necessary. 

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the balance it is due based solely on how the Board implemented the very type of 

financial decisions that the State Board of Education had determined, through 

establishment of the FOP, that it could no longer be trusted to make without proper 

oversight. Nothing in the statutes or common law of Illinois would support such an 

anomalous result. 

¶ 33 Second, even if the FOP were not in place, the Board’s legal theory could not 

be sustained. This case does not present a situation involving the authority of a 

municipal employee to bind a municipality as discussed in cases such as Patrick 

Engineering, Inc. v. City of Naperville, 2012 IL 113148. At issue here is the action 

by the Board itself. As we have already discussed, the Board’s position is that 

(1) because it did not follow the provisions of the School Code noted earlier 

requiring competitive bidding for contracts over $25,000 and a formal vote to 

approve such contracts, its agreements with Restore are void ab initio, and 

(2) where an agreement with a municipal corporation is void ab initio, no contract 

or liability may be implied against that entity, and no recovery may be had against 

it based on quantum meruit. 

¶ 34 The Board’s theory is rooted in case law holding that, because school districts 

and other municipal corporations exercise limited powers, any action they take 

beyond their lawful authority is ultra vires. See Lewis-Connelly v. Board of 

Education of Deerfield Public Schools, District 109, 277 Ill. App. 3d 554, 560 

(1996); Clark v. School Directors of District No. 1, 78 Ill. 474, 476-77 (1875). In 

advancing that argument here, the Board presumes that its authority is limited to 

the specific powers enumerated in section 10-20.1 and following sections of article 

10 of the School Code (105 ILCS 5/10-20.1 et seq. (West 2014)), including the 

power to let contracts in the manner set forth in section 10-20.21 (id. § 10-20.21). 

The Board overlooks, however, that section 10-20 of the School Code specifically 

provides that, while school boards possess the powers enumerated in 

aforementioned sections, “[t]his enumeration of powers is not exclusive.” Id. § 10-

20. Rather, boards are permitted to exercise all other powers not inconsistent with 

the School Code “that may be requisite or proper for the maintenance, operation, 

and development of any school or schools under [their] jurisdiction.” Id. 

¶ 35 Perhaps the Board thought section 10-20 was of no relevance because it 

believed the procedures it followed in this case were inconsistent with the School 

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Code and therefore outside its authority under section 10-20’s broad grant. That 

proposition is subject to some debate. While there may have been no competitive 

bidding for the project, Restore’s complaint alleges that it was initially retained to 

provide emergency mitigation services and that the work was subsequently 

approved by the Board, albeit informally. Under section 10-20.21(a)(xiv) of the 

School Code, the expenditure of funds for emergencies is expressly exempted from 

the normal bidding process where approval by three-quarters of the board’s 

members is obtained. Id. § 10.21(a)(xiv). 

¶ 36 In any event, the fact that the Board may not have strictly complied with the 

bidding and approval procedures does not doom Restore’s right to seek payment. 

Our court has long recognized a distinction between contracts that are ultra vires 

because the municipal corporation had “no power to contract, whatsoever,” and 

those situations where the municipal corporation had the power to enter into a 

contract but the contract is irregularly or illegally made. Where a contract has been 

made in a way that does not conform to the law but is of the type that was within 

the power of the municipal corporation to make, the contract has been performed 

in good faith, and the municipal corporation has accepted its benefits, the 

municipality cannot invoke its own failure to comply with legal requirements as 

basis for defeating recovery. Branigar v. Village of Riverdale, 396 Ill. 534, 542-43 

(1947); McGovern v. City of Chicago, 281 Ill. 264, 280 (1917); accord Lyon 

Financial Services, Inc. v. Illinois Paper & Copier Co., 247 F. Supp. 3d 923, 937-

38 (N.D. Ill. 2017) (applying Illinois law). 

¶ 37 These principles are fully applicable here. While the actions taken by the Board 

in handling the emergency repair and restoration work at Proviso East may not have 

comported with the procedures set forth in the School Code, hiring a contractor to 

do such work, as the Board did here, is unquestionably among the types of action 

Illinois school boards are authorized to undertake. The contractor, Restore, 

performed its obligations in good faith, and the Board willingly accepted the 

benefits of Restore’s efforts without question or complaint. 

¶ 38 Illinois courts have similarly recognized that the failure of a governmental unit 

to comply with the required methods for awarding contracts is not fatal to a 

plaintiff’s right to recover based on principles of quasi-contract or contract implied 

in law. Karen Stavins Enterprises, Inc. v. Community College District No. 508, 

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2015 IL App (1st) 150356, ¶ 7; Woodfield Lanes, Inc. v. Village of Schaumburg, 

168 Ill. App. 3d 763, 769 (1988). “The essence of a cause of action based upon a 

contract implied in law is the defendant’s failure to make equitable payment for a 

benefit that it voluntarily accepted from the plaintiff.” Karen Stavins Enterprises, 

2015 IL App (1st) 150356, ¶ 7. Even where a governmental unit has not complied 

with its policies and procedures for awarding contracts, recovery may be had 

against it if the plaintiff can show that it furnished valuable goods or services, which 

the defendant received under circumstances that would make it unjust to retain 

without paying a reasonable sum in compensation. Id. 

¶ 39 Again, based on the allegations of Restore’s complaint, these circumstances 

would seem to be present here. Restore expended considerable sums in good faith 

on behalf of the Board with the entirely reasonable expectation that it would be 

paid, as it had been in the past. It fully performed its responsibilities as promised 

and received partial payment along the way. The Board was regularly updated on 

the progress of the project and willingly accepted the fruits of Restore’s efforts with 

no objection or complaint. Now that the work is complete, there is no way for 

Restore to take it back. To permit the Board to reap the benefits of Restore’s efforts 

without paying the remaining amounts it owes would result in a substantial windfall 

to the District and its taxpayers and a substantial loss to Restore. 

¶ 40 In asking us to overturn the appellate court’s decision in favor of Restore, the 

Board spends considerable effort arguing that reversal is necessary to protect 

taxpayer’s funds from “frauds, thefts or other schemes of unscrupulous vendors or 

public officials” and that to hold otherwise “opens local taxpayers to numerous 

forms of misconduct.” We reject this contention. 

¶ 41 For one thing, the statutory requirements for competitive bidding and formal 

vote were enacted by the legislature to protect bidders and taxpayers, not school 

boards. The Board here has no standing to invoke those provisions as grounds for 

evading its obligation to pay what it owes. See East Peoria Community High School 

District No. 309 v. Grand Stage Lighting Co., 235 Ill. App. 3d 756, 762 (1992). 

¶ 42 For another, so far as we can tell based on the limited record before us, any 

misconduct in this case was on the part of the Board, not Restore or any other entity 

or person involved in the project. The work performed by Restore and the 

reasonableness of the amounts it charged were subject to multiple levels of 

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oversight and are unquestioned. The mistakes were the Board’s alone. A 

fundamental precept of Illinois law is that no one shall be permitted to take 

advantage of his own wrong. Loeb v. Gendel, 23 Ill. 2d 502, 505 (1961). Allowing 

the Board to escape responsibility for paying what it owes based on its own 

misconduct would directly contravene this core principle and reward school 

districts for failing to adhere to the law. That is not a precedent we should set, 

particularly where, as here, the school board has had such difficulty managing its 

own financial affairs that it has been forced to operate with State oversight for more 

than a decade. 

¶ 43 And finally, contrary to the Board’s contention, allowing Restore to recover the 

amount to which it is entitled for the work it did on behalf of the Board under the 

circumstances alleged here presents no “risk of a raid on the public treasury.” None 

of the money for this project has come from public funds. It has all been paid by 

the Board’s insurers, and Restore has made clear that any further recovery “would 

be limited to the amount of [the Board’s] applicable insurance coverage and that 

the Board would not be obligated to pay funds to Plaintiffs from any other source.” 

¶ 44 CONCLUSION 

¶ 45 For the foregoing reasons, we agree with the appellate court that the Board has 

failed to establish the existence of affirmative matter sufficient to defeat the 

quantum meruit claims asserted by Restore in counts I and II of its third amended 

complaint. The appellate court was therefore correct when it reversed the judgment 

of the circuit court granting the Board’s section 2-619(a)(9) motion to dismiss those 

counts and remanded to the circuit court for further proceedings. Accordingly, the 

appellate court’s judgment is affirmed. 

¶ 46 Appellate court judgment affirmed. 

¶ 47 Circuit court judgment reversed. 

¶ 48 Cause remanded. 

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¶ 49 JUSTICE GARMAN, dissenting: 

¶ 50 Because the Board failed to follow the requirements of the School Code in the 

approval of the contracts at issue, thereby rendering those contracts void ab initio, 

I would find Restore cannot succeed under a claim of quantum meruit. Moreover, 

I believe the majority erroneously relies on the presence of the FOP while, at the 

same time, it ignores those that the provisions of the School Code are ultimately 

designed to protect—the taxpayers. Therefore, I respectfully dissent. 

¶ 51 First, the majority notes the School Code requires that, when the Board seeks 

to award contracts in excess of $25,000, it must engage in a competitive bidding 

process (105 ILCS 5/10-20.21(a) (West 2018)) and formalize the contracts through 

a recorded vote by a majority of the members (id. §§ 10-7, 10-12). Neither of these 

requirements was met in this case. 

¶ 52 In considering municipal contracts and the statutory requirements to execute 

those contracts, this court has stated as follows: 

“Where there is a statute or ordinance prescribing the method by which an 

officer or agent of a municipal corporation may bind the municipality by 

contract, that method must be followed, and there can be no implied contract or 

implied liability of such municipality. Where the agents of a city are restricted 

by law as to the method of contracting, the city cannot be bound otherwise than 

by a compliance with the conditions prescribed for the exercise of the power.” 

Roemheld v. City of Chicago, 231 Ill. 467, 470-71 (1907). 

In these situations, “where a municipality exceeds its statutory authority in entering 

into a contract, the municipality’s act is ultra vires, and the resulting contract is 

void ab initio.” 1550 MP Road LLC v. Teamsters Local Union No. 700, 2019 IL 

123046, ¶ 28; see also South Suburban Safeway Lines, Inc. v. Regional 

Transportation Authority, 166 Ill. App. 3d 361, 366 (1988) (stating “ ‘a municipal 

corporation cannot be obligated upon an alleged implied contract which is ultra 

vires, contrary to statutes or charter provisions, or contrary to public policy.’ ” 

(Emphasis in original.) (quoting 10 Eugene McQuillin, The Law of Municipal 

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Corporations § 29.111(a), at 514 (3d ed. rev. 1981))). This court has found “[t]he 

doctrine of ultra vires is applied with greater strictness to municipal bodies than to 

private corporations.” Hope v. City of Alton, 214 Ill. 102, 106 (1905). Moreover, 

“[a] person dealing with a municipal corporation is charged with the knowledge of 

the limitations of the power of that corporation for any contract attempted to be 

entered into by any of its officials.” May v. City of Chicago, 222 Ill. 595, 599-600 

(1906); Hope, 214 Ill. at 106. 

¶ 53 In this case, Restore was chargeable with notice of the statutory requirements 

the Board had to take to execute the contracts in question, and those requirements 

were undoubtedly not followed. As such, the contracts are void ab initio and cannot 

be enforced. Even though the Board is not without blemish here, 

“[t]o now permit the plaintiff to have a recovery would be to permit it to do 

indirectly what it could not lawfully do directly, and would permit the plaintiff 

to profit from its own unlawful acts. The law furnishes no relief to parties under 

such circumstances, but leaves them where it finds them.” Galion Iron Works 

& Manufacturing Co. v. City of Georgetown, 322 Ill. App. 498, 505 (1944). 

¶ 54 Second, I disagree with the majority when it concludes it is the action of the 

FOP, not the Board, that is dispositive here. The FOP has the authority to approve 

all contracts made by the Board. East St. Louis Federation of Teachers, Local 1220, 

American Federation of Teachers v. East St. Louis School District No. 189 

Financial Oversight Panel, 178 Ill. 2d 399, 409 (1997). However, the Board failed 

to properly execute the contracts, and the FOP could not ratify void contracts. See 

D.C. Consulting Engineers, Inc. v. Batavia Park District, 143 Ill. App. 3d 60, 63 

(1986) (stating a void contract cannot be validated by principles of ratification or 

estoppel). 

¶ 55 Moreover, that Drafall, as the FOP’s chief fiscal officer, initialed contracts on 

its behalf does not somehow validate the contracts. According to section 1H25(a)(2) of the School Code, the FOP has the authority “to make, cancel, modify, 

or execute contracts.” 105 ILCS 5/1H-25(a)(2) (West 2018). However, nothing 

indicates the FOP entered into the contracts at issue. Also, the chief fiscal officer 

only has “the powers and duties of the district’s chief school business official and 

any other duties regarding budgeting, accounting, and other financial matters that 

are assigned by the Panel, in accordance with this Code.” Id. § 1H-30(3). Only the 

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Board has the authority to execute contracts, and a district’s chief school business 

official does not possess similar authority. 

¶ 56 Third, the majority gives short shrift to any considerations of the taxpayers. As 

this court has stated, “ ‘[i]f the unauthorized acts of a governmental employee are 

allowed to bind a municipality ***, the municipality would remain helpless to 

correct errors’ [citation] or, worse, to escape the financial effects of frauds and 

thefts by unscrupulous public servants.” Patrick Engineering, Inc. v. City of 

Naperville, 2012 IL 113148, ¶ 36. Thus, “[a] municipal corporation is not estopped 

from denying the validity of a contract when there was no authority for making it. 

To hold otherwise would be to expose the tax-payer to all the evils which statutes 

or ordinances passed for his protection were designed to prevent.” Hope, 214 Ill. at 

106. 

¶ 57 The School Code’s requirements protect the taxpayers from under-the-table 

arrangements, sweetheart deals, and backroom graft. See Smith v. F.W.D. Corp., 

106 Ill. App. 3d 429, 431 (1982) (stating “[t]he purposes behind requiring 

governmental units to engage in competitive bidding are to ‘[i]nvite competition, 

to guard against favoritism, improvidence, extravagance, fraud and corruption, and 

to secure the best work or supplies at the lowest price practicable’ ” (quoting 10 

Eugene McQuillin, Municipal Corporations § 29.29, at 302 (3d ed. rev. 1981))). If, 

however, agents of a municipal entity can forgo the requirements and bind their 

employer, “then the provisions of the statutes prescribing and limiting the manner 

in which the [entity] can become indebted are meaningless.” Gregg v. Town of 

Bourbonnais, 327 Ill. App. 253, 267 (1945). The majority’s decision disregards 

these concerns and puts future taxpayers on the hook, so long as an emergency 

exists and the service provider acts in good faith. Given the amount of money in 

projects such as these, I do not believe we should so easily dismiss the requirements 

of the statute and the valid interests of those who will have to pay the bill. 

¶ 58 Because the Board failed to comply with the statute, I would find that the 

contracts are void ab initio and that Restore cannot recover under a theory of 

quantum meruit. Thus, I would reverse the appellate court’s judgment and affirm 

the circuit court’s judgment. 

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¶ 59 JUSTICE MICHAEL J. BURKE took no part in the consideration or decision 

of this case. 

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