2015 IL App (2d) 140645 

No. 2-14-0645 

Opinion filed April 8, 2015 

______________________________________________________________________________ 

IN THE

APPELLATE COURT OF ILLINOIS

SECOND DISTRICT

______________________________________________________________________________ 

JANE MEADE, ) Appeal from the Circuit Court 

) of Winnebago County. 

Plaintiff-Appellant, ) 

) 

v. ) No. 09-L-410 

) 

THE CITY OF ROCKFORD, ) Honorable 

) J. Edward Prochaska, 

Defendant-Appellee. ) Judge, Presiding. 

______________________________________________________________________________ 

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

Justice Hudson concurred in the judgment and opinion. 

Justice McLaren dissented, with opinion. 

OPINION

¶ 1 On the eve of trial, the plaintiff, Jane Meade, and the defendant, the City of Rockford 

(City), reached a settlement agreement and the trial date was stricken. The plaintiff subsequently 

signed a written settlement agreement drafted by the City. However, when the settlement was 

presented to the city council (City Council or Council) a few weeks later, that body (including 

some of the Council members who had been present at the settlement conference and had 

approved the settlement offer at that time) voted to reject the settlement agreement. The plaintiff 

moved to enforce the settlement agreement, and the circuit court of Winnebago County denied 

the motion but certified certain questions pursuant to Illinois Supreme Court Rule 308 (eff. Feb. 

26, 2010). We accepted the appeal to resolve the certified questions, and now answer all of them 

in the negative. 
2015 IL App (2d) 140645 

- 2 -

¶ 2 BACKGROUND

¶ 3 The plaintiff alleges that she was injured on May 10, 2009, when she was standing on the 

parkway near a street in her Rockford neighborhood and the ground gave way, causing her to fall 

into a sinkhole. She filed suit against the City in 2010. At the time of the events relevant herein, 

trial was set to begin on January 27, 2014. 

¶ 4 On January 14, 2014, the parties appeared in court for a pretrial settlement conference. 

Local Rule 11.03 of the Winnebago County circuit court requires parties appearing for such a 

conference to have “settlement authority,” defined as “the ability to meaningfully negotiate 

toward a settlement agreement on behalf of a party and, if successful, to bind that party to an 

enforceable settlement agreement.” 17th Judicial Cir. Ct. R. 11.03 (adopted Feb. 13, 2013). At 

that conference, the City offered $200,000; the plaintiff rejected the offer.

¶ 5 On January 24, 2014 (the last business day before the trial was set to start), the parties 

again met for a pretrial settlement conference. The parties’ attorneys were physically present for 

the conference. The plaintiff and all five members of the Rockford City Council’s Code and 

Regulation Committee (Committee) were present by telephone. The City offered $400,000, 

which the plaintiff rejected. The City’s attorney conferred by phone with all five Committee 

members. He then offered $600,000. In interrogatory answers, the City conceded that, on 

January 24, all five of the Committee members approved this offer. The offer was accepted by 

the plaintiff. The trial court docketed the case as settled and struck the trial date.

¶ 6 On February 6, 2014, the City’s attorney sent the plaintiff a draft settlement agreement 

and release. The plaintiff signed it in the presence of a notary on February 10, 2014, and 

returned it to the City. The settlement agreement did not state that it was subject to approval by 

the City Council.
2015 IL App (2d) 140645 

- 3 -

¶ 7 On February 24, 2014, the settlement was presented to the City Council for approval. At 

that time, two of the Committee members who had previously approved the settlement on 

January 24 changed their votes and voted to reject it. Another Committee member was absent 

and did not cast a proxy vote. The remaining two Committee members voted consistently with 

their previous positions to approve the settlement. The vote of the City Council was 7 to 5 

against approving the settlement. It is undisputed that, if all the Committee members had been 

present at the City Council meeting and had voted consistently with their earlier positions, the 

settlement would have been approved. 

¶ 8 The facts set out above are undisputed and thus are properly subject to our consideration. 

Equally important to this case is what is not before us, however. This is an interlocutory appeal 

and the record is relatively sparse. Both parties make assertions in their briefs for which there is 

no support in the record. For instance, the plaintiff’s attorney asserts that the Committee settles 

all the City’s cases (at least all the ones with which the attorney has been involved), and implies 

that the Committee is authorized to act on the City’s behalf. However, the record does not 

contain any explicit authorization or delegation by the City Council allowing the Committee to 

act on the City’s behalf to settle cases. Nor does the record contain any evidence (such as an 

affidavit or record regarding other cases previously settled by the Committee) showing that the 

City had a custom or practice of allowing the Committee to settle all cases against the City. For 

its part, the City asserts that, at the settlement conference, it told everyone that it would have to 

have the settlement agreement approved by the full City Council. However, there is no record of 

any such statement, nor any bystander’s report reflecting this, and the plaintiff disputes this 

assertion. (The only report of proceedings in the record is of the oral argument on the motion to 

enforce the settlement.) As none of these assertions is supported by the record, we do not 

consider them. 
2015 IL App (2d) 140645 

- 4 -

¶ 9 On February 26, the plaintiff filed a motion to enforce the settlement. In May 2014, after 

the motion was fully briefed, the trial court heard oral argument and denied the motion. 

¶ 10 On June 13, 2014, the trial court issued an order certifying three questions. We granted 

leave to appeal to resolve these questions, which are set out below. First, however, we find it 

useful to set out certain statutes and ordinances referred to in the certified questions. Section 3.1-

40-40 of the Illinois Municipal Code provides: 

 “Vote required. The passage of all ordinances for whatever purpose, and of any 

resolution or motion (i) to create any liability against a city or (ii) for the expenditure or 

appropriation of its money shall require the concurrence of a majority of all members 

then holding office on the city council, *** unless otherwise expressly provided by this 

 Code or any other Act governing the passage of any ordinance, resolution, or motion.” 

 65 ILCS 5/3.1-40-40 (West 2012). 

Section 2-277 of the Rockford Code of Ordinances (as amended) provides: 

 “Settlement of suits and claims.

The legal director shall have authority to make settlement for less than [$12,500] 

of lawsuits and controverted claims against the city. For the settlement of all other 

lawsuits, the legal director shall obtain the consent of the city council.” 

¶ 11 The trial court certified the following questions: 

“1. Does the Illinois Municipal Code, 65 ILCS 5/3.1-40-40, exclude 

settlement of ongoing litigations [sic] from its requirement for ‘approval of all members 

holding office on the city council [for the] passage of any resolution to create liability 

against a city for the expenditure of its money,’ [sic] pursuant to the reasoning applied in 

Wheeling Park District v. Arnold, 2014 IL App (1st) 123185? 
2015 IL App (2d) 140645 

- 5 -

 2.a. Is the requirement, under City of Rockford Ordinance § 2-277, for 

‘consent of the city council’ for settlement of lawsuits for more than $12,500, satisfied 

when all members of the City Council Code and Regulation Committee extend their 

approval to a City Attorney to make a settlement offer in the presence of a Circuit Court 

Judge during a formal pretrial settlement conference at which said Committee members 

are present by telephone?

 2.b. If questions 1 and 2.a. are answered in the negative and a vote by all 

members of a City Council is required for a municipality’s settlement of an ongoing 

lawsuit for more than $12,500, are the City Council members who gave approval to a 

City Attorney during a formal pretrial settlement conference required to vote consistently 

with such previous authority when the formal vote is taken at a full Council meeting?

 3. Is a settlement agreement, reached between a plaintiff and a municipal 

defendant during a pretrial settlement conference before the court and memorialized in a 

Release and Settlement Agreement drafted by a City Attorney and signed by the plaintiff 

before a notary, enforceable against municipality notwithstanding the City Council’s 

subsequent vote to not approve said settlement?”

¶ 12 ANALYSIS

¶ 13 In considering the certified questions, we found some overlap between the issues they 

raise. Nevertheless, for ease of reference upon remand, we address each certified question as 

written, in the order set forth by the trial court. 

¶ 14 “Question 1: Does the Illinois Municipal Code, 65 ILCS 5/3.1-40-40, exclude 

settlement of ongoing litigations [sic] from its requirement for ‘approval of all 

members holding office on the city council [for the] passage of any resolution to 

create liability against a city for the expenditure of its money,’ [sic] pursuant to 
2015 IL App (2d) 140645 

- 6 -

the reasoning applied in Wheeling Park District v. Arnold, 2014 IL App (1st) 

123185?” 

¶ 15 Answer: No.

¶ 16 The threshold question raised in this certified question is one of statutory interpretation: 

should section 3.1-40-40 of the Municipal Code be read to include settlement agreements within 

its scope? In construing a statute, we begin by examining the language of the statute, which is 

the most reliable indicator of the legislature’s objectives in enacting it. Yang v. City of Chicago, 

195 Ill. 2d 96, 103 (2001). The statutory language must be afforded its plain and ordinary 

meaning, and where the language is clear and unambiguous we must apply the statute without 

resort to further aids of statutory construction. County of Knox ex rel. Masterson v. Highlands, 

L.L.C., 188 Ill. 2d 546, 556 (1999). We will not depart from the plain language of a statute by 

reading into it exceptions, limitations, or conditions that conflict with the express legislative 

intent. Petersen v. Wallach, 198 Ill. 2d 439, 446 (2002). 

¶ 17 The plain language of section 3.1-40-40 requires the approval of a majority of a city’s 

council for the passage of any ordinance, resolution or motion “for whatever purpose” when the 

proposed action would (1) “create any liability” against the city or (2) require “the expenditure or 

appropriation of its money.” 65 ILCS 5/3.1-40-40 (West 2012). The plaintiff argues that, under 

the reasoning of a recent case from another appellate district, Arnold, 2014 IL App (1st) 123185, 

the settlement of a pending lawsuit does not constitute the “creation of a liability” against the 

City, and therefore this settlement agreement was not subject to the Municipal Code’s 

requirement of a majority vote. 

¶ 18 In Arnold, a Wheeling Park District (District) employee, Margie Arnold, was to be 

terminated. Id. ¶ 3. The District’s executive director, Jan Buchs, offered Arnold a written 

severance agreement under which Arnold would resign and receive three months of severance 
2015 IL App (2d) 140645 

- 7 -

pay, along with other benefits, including insurance contributions, in return for a complete release 

of any claims against the District. Id. Arnold ultimately signed the agreement and faxed it to 

Buchs. Id. ¶ 5. Thereafter, the District withdrew its opposition to Arnold receiving 

unemployment benefits and made the severance and insurance payments, all of which were 

accepted by Arnold. About the same time that Arnold was receiving the last of her severance 

payments, she filed a charge of discrimination with the Cook County Human Rights 

Commission. Id. ¶ 6. 

¶ 19 The District filed an action in the circuit court, seeking a declaratory judgment that the 

severance agreement was a valid enforceable contract. The District’s interrogatory answers 

stated that Buchs was “ ‘vested with all responsibilities concerning the hiring, firing, and 

administration of employment related issues’ ” for the District. Id. ¶ 7. A member of the 

District’s governing body, the board of commissioners, testified in a deposition that the board 

had authorized Buchs to manage the day-to-day operations of the District and that this authority 

included the power to offer severance agreements to employees being terminated. Id. ¶ 8. 

However, the District’s personnel policy manual stated that “ ‘[n]o representative of the District, 

other than the Board, has the authority to enter into any agreement with or make any 

representation to any management, supervisory, or regular personnel.’ ” Id. ¶ 9. Further, section

4-6 of the Illinois Park District Code provided: 

“No member of the board of any park district, nor any person, whether in the employ of 

said board or otherwise, shall have power to create any debt, obligation, claim or liability, 

for or on account of said park district, or the monies or property of same, except with the 

express authority of said board conferred at a meeting thereof and duly recorded in a 

record of its proceedings.” 70 ILCS 1205/4-6 (West 2008). 

The circuit court entered summary judgment in favor of the District, and Arnold appealed. 
2015 IL App (2d) 140645 

- 8 -

¶ 20 The appellate court began by holding that section 4-6 of the Park District Code did not 

apply to the case before it, because “[a] settlement agreement does not create a new debt, 

obligation, claim or liability.” Arnold, 2014 IL App (1st) 123185, ¶ 15. Rather, the court said, a 

settlement agreement is merely “a compromise of an existing disputed claim.” Id. Accordingly, 

the District could informally delegate to Buchs its authority to enter into settlement agreements, 

and it did not have to do so formally “at a meeting” in a manner “duly recorded,” as would 

normally be required under section 4-6 of the Park District Code. Id. For the same reason, the 

court found inapplicable Illinois case law holding that a contract entered into by an employee

without the approval of a park district board is ultra vires (void as being beyond the park 

district’s power). Id. ¶ 18; see, e.g., D.C. Consulting Engineers, Inc. v. Batavia Park District, 

143 Ill. App. 3d 60, 97 (1986). Finally, the court noted that the District had fully performed 

under the contract by paying Arnold the agreed-upon benefits. Arnold, 2014 IL App (1st) 

123185, ¶ 21. This indicated that the District had subsequently ratified the contract. 

¶ 21 The plaintiff argues that, just as the settlement agreement in Arnold did not create any 

new debt, obligation, or liability, and thus did not come within the scope of section 4-6 of the 

Park District Code, the settlement agreement here did not “create a liability” within the meaning 

of section 3.1-40-40 of the Municipal Code. 

¶ 22 There are two problems with the plaintiff’s reliance on Arnold. First, the relevant facts in 

Arnold are quite different. There, the evidence showed that the District had informally delegated 

the power to contract to its employee; it accepted the contract that the employee made; and it 

performed its obligations under that contract. Here, by contrast, no delegation of the power to 

enter into this settlement agreement appears in the record; the City never subsequently accepted 

or approved the settlement; and it did not perform under the agreement. Thus, Arnold is 

distinguishable on its facts.
2015 IL App (2d) 140645 

- 9 -

¶ 23 Second, the relevant statutes are different, in ways that affect the outcome of the issue. 

Unlike the provision of the Park District Code at issue in Arnold, section 3.1-40-40 of the 

Municipal Code requires the approval of a majority of the governing body in two scenarios: 

when the matter at issue would “create any liability” against the city, and also when the matter at 

issue requires “the expenditure or appropriation of its money.” 65 ILCS 5/3.140-40 (West 

2012). Even if we applied the reasoning of Arnold to find that the settlement of this pending 

lawsuit did not constitute the “creation of a liability” against the City, the settlement agreement 

unquestionably involved the expenditure of $600,000 of the City’s money. Arnold did not 

address any similar statutory requirement of formal approval for expenditures or appropriations. 

Accordingly, Arnold does not prevent the application of section 3.1-40-40 of the Municipal Code 

to the settlement agreement at issue here, and the answer to the first certified question is “no.” 

¶ 24 “Question 2.a.: Is the requirement, under City of Rockford Ordinance § 2-277, 

for ‘consent of the city council’ for settlement of lawsuits for more than $12,500, 

satisfied when all members of the City Council Code and Regulation Committee 

extend their approval to a City Attorney to make a settlement offer in the 

presence of a Circuit Court Judge during a formal pretrial settlement conference 

at which said Committee members are present by telephone?” 

¶ 25 Answer: No.

¶ 26 Like the first question, certified question 2.a. raises an issue of statutory interpretation, 

regarding the correct meaning of the phrase “consent of the city council” that appears in section 

2-277 of the City’s ordinances. The same principles that apply to the construction of statutes 

also apply to the construction of municipal legislative enactments such as ordinances. Palm v. 

2800 Lake Shore Drive Condominium Ass’n, 2013 IL 110505, ¶ 48. 
2015 IL App (2d) 140645 

- 10 -

¶ 27 The plaintiff argues that, even if section 3.1-40-40 of the Municipal Code requires a 

majority vote of the City Council in order to bind the City to a settlement agreement, Rockford 

ordinance section 2-277 should be applied instead because it is more specific. The ordinance 

uses a different phrase (“the consent of the City Council”) which does not explicitly require a 

vote by the City Council itself. Rockford Code of Ordinances § 2-277 (adopted Jan. 6, 1975). 

The plaintiff argues that, as the members of the Committee were also members of the City 

Council, the Committee’s assent to the settlement at the pretrial conference constituted the 

necessary “consent.” We find the plaintiff’s arguments on this point strained. However, we 

need not address the merits of these arguments because, regardless of the meaning of section 2-

277, as a municipal ordinance it establishes only a limited exception to the operative state statute, 

section 3.1-40-40 of the Municipal Code, and that exception does not apply here. 

¶ 28 In Potson v. City of Chicago, 304 Ill. 222 (1922), the Illinois Supreme Court stated the 

principle that, as a municipality’s power to enact ordinances derives from the grant of such 

power by the General Assembly, a municipality may adopt only those ordinances that are 

necessary and proper to exercise the powers granted to it. Id. at 225-26; see also 65 ILCS 

5/1-2-1 (West 2012) (“The corporate authorities of each municipality may pass all ordinances 

and make all rules and regulations proper or necessary, to carry into effect the powers granted to 

municipalities ***.”). A corollary to this principle is that a municipality may not adopt an 

ordinance that conflicts with state law.

¶ 29 Viewed as a whole, section 3.1-40-40 establishes a framework for the approval of 

contracts involving municipal entities, including settlement agreements: the agreement must 

receive a majority of votes of the members of the governing body. Thus, ordinarily a city 

council is the only body with the power to enter into settlement agreements in lawsuits involving 

a city. Through section 2-277 of its ordinances, the City Council has formally established a 
2015 IL App (2d) 140645 

- 11 -

limited delegation of its power to approve settlement agreements under certain defined 

circumstances: the City’s legal director may enter into settlements below a designated amount 

(currently $12,500) without bringing those settlements before the City Council for approval. 

Neither party has contested the City’s power to make this limited delegation, and thus we do not 

address the validity of section 2-277 here. However, it is clear that, where the limited delegation 

created by section 2-277 does not apply, the requirements of section 3.1-40-40 must be met. 

Here, section 2-277 does not apply, because the amount of the settlement was more than 

$12,500. Thus, the applicable law is section 3.1-40-40 of the Municipal Code. The answer to 

certified question 2.a is “no.” 

¶ 30 “Question 2.b.: If questions 1 and 2.a. are answered in the negative and a vote by 

all members of a City Council is required for a municipality’s settlement of an 

ongoing lawsuit for more than $12,500, are the City Council members who gave 

approval to a City Attorney during a formal pretrial settlement conference 

required to vote consistently with such previous authority when the formal vote is 

taken at a full Council meeting?” 

¶ 31 Answer: No.

¶ 32 The plaintiff argues that the statements by the Committee members, to the effect that they 

approved of the settlement reached at the pretrial conference, should be considered binding 

“judicial admissions” that the Committee members could not later repudiate when voting in the 

full City Council. Judicial admissions are “deliberate, clear, unequivocal statements by a party 

about a concrete fact within that party’s knowledge.” In re Estate of Rennick, 181 Ill. 2d 395, 

406 (1998). Judicial admissions are binding upon the party who made them, “dispensing with 

proof of a fact claimed to be true, and are used as a substitute for legal evidence at trial.” 

Dremco, Inc. v. Hartz Construction Co., 261 Ill. App. 3d 531, 535-36 (1994). In this respect, 
2015 IL App (2d) 140645 

- 12 -

they are different from ordinary evidentiary admissions, which may be contradicted or explained 

at trial. Rennick, 181 Ill. 2d at 406. Judicial admissions can include statements by parties or 

their attorneys made in open court, discovery answers, stipulations, and pleadings. Kovac v. 

Barron, 2014 IL App (2d) 121100, ¶ 60. 

¶ 33 The City argues that the plaintiff forfeited this argument, as she never made it in the trial 

court. While the plaintiff did not make this precise argument or use the phrase “judicial 

admission,” she did argue that the Committee members “were required, based on the signed 

Release, to cast the same votes they gave to [the City’s attorney, approving the settlement,] on 

January 24, 2014.” In addition, the idea that the Committee members should be bound by their 

previous approval of the settlement surfaced in various aspects of the plaintiff’s oral argument on 

the motion to enforce the settlement. Accordingly, while the argument might have been 

inartfully raised, we decline to find it forfeited. 

¶ 34 Nevertheless, the assertion that the Committee members’ voiced approval of the 

settlement offer constituted binding judicial admissions is mistaken. As our supreme court 

noted, judicial admissions are statements of fact that are deliberate, clear, and unequivocal. 

Rennick, 181 Ill. 2d at 406. The record here does not disclose any such statements of fact by the 

Committee members. At most, the record shows an admission by the City to the general effect 

that every Committee member approved the City attorney’s offer of $600,000 during the pretrial 

conference. (We do not know the exact wording of the interrogatory answers that contain this 

admission; the answers themselves are not included in the record on appeal.) However, there is 

no evidence that the Committee members expressly stated that no further approval of the 

settlement was necessary, or that they would not change their votes when the matter came before 

the full City Council. Thus, we reject the plaintiff’s argument that the Committee members 
2015 IL App (2d) 140645 

- 13 -

made binding judicial admissions that precluded them from voting to reject the settlement when 

the matter came before the City Council.

¶ 35 Finally, even if the record disclosed affirmative, clear, and unequivocal statements by the 

Committee members that they would vote to approve the settlement agreement at any future City 

Council meeting where the issue was raised, we would hesitate to hold that the trial court could 

force the Committee members to vote in accordance with those statements. As City Council 

members, the Committee members have the privilege to cast their votes in the manner they think 

will best serve the public interest, even if that involves a change from a previous position, and 

courts are ill-advised to interfere with the free exercise of this privilege. In Hoerrmann v. 

Wabash Ry. Co., 309 Ill. 524 (1923), our supreme court held that, absent allegations of fraud or 

corruption in the legislative process, courts will not second-guess or attempt to enjoin the 

decisions of municipal governing bodies: 

“Their judgment ***, if fairly exercised, is not subject to the control of the courts. If 

fraud has intervened and the power of the trustees has been exercised with reference to 

private interests, without regard to the public interests, their action may be adjudged void. 

The motives of the trustees, however, cannot be called in question. They are presumed to 

act from honest motives, and it is only where it is apparent that no regard whatever has 

been given to the public interest that their action will be held void. However much the 

court may disagree with the wisdom of their conclusion or the correctness of their 

judgment as to the public interests, it will not undertake to substitute its judgment for that 

of the trustees.” Id. at 531. 

Here, there are no allegations of fraud or corrupt influence, and the plaintiff has not submitted 

any legal authority for the proposition that this (or any) court has the power to enjoin a duly 

elected municipal legislator to vote yea or nay on an issue raised in the legislative body. For all 
2015 IL App (2d) 140645 

- 14 -

of these reasons, we decline to hold that the Committee members were required to vote 

consistently with their previously expressed approval of the settlement agreement. Accordingly, 

the answer to certified question 2.b. is “no.” 

¶ 36 Before proceeding to the final certified question, it is worth noting the importance of 

settlement conferences. Settlement conferences are an effective part of litigation, and are 

generally successful in resolving disputes, especially with a firm trial date looming. In this 

court’s experience, the great majority of civil matters are resolved short of trial. In light of the 

time constraints on already over-burdened courts, successful settlement conferences are 

imperative. 

¶ 37 The trial court in this matter set several hours of its time aside to engage in two pretrial 

settlement conferences, relying on the City’s representation that the Committee members present 

had full authority to settle. To prevent the waste of scant judicial resources, Local Rule 11.03 of 

the Winnebago County circuit court requires that parties attending settlement conferences have 

authority to enter into binding settlement agreements. There is no record that, at either of the 

settlement conferences conducted in this case, the City attorney advised the court or the plaintiff 

that he did not possess such authority. Remarkably, the settlement agreement drafted by the City 

also lacked any notice whatsoever that the agreement was subject to the approval of the full City 

Council. Thus, both the plaintiff and the court relied upon the City’s implied representation that 

its attorney had authority to settle. It is clearly evident from the record that the court was 

frustrated by the monumental waste of the court’s time, as well as the time of all involved. 

¶ 38 That being said, trial courts are not without tools to manage the conduct of municipal 

litigants that appear before them. Municipal bodies, like other litigants, may be sanctioned 

pursuant to Illinois Supreme Court Rule 219 (eff. July 1, 2002) for conduct that demonstrates a 

willful disregard for the orders and deadlines set by the trial court (including trial dates) or that 
2015 IL App (2d) 140645 

- 15 -

unnecessarily and vexatiously multiplies the cost of litigation borne by the other party. In the 

circumstances presented in this case, a trial court could well find the City’s conduct sanctionable. 

We do not decide here whether the City’s conduct (or that of the two Committee members in 

changing their positions regarding approval of the settlement) is an appropriate reason to 

sanction the City: that is a determination best left to the trial court, with its ability to observe 

firsthand the actions of the parties and their attorneys. (The plaintiff orally requested the

imposition of sanctions at the hearing on the motion to enforce, but the trial court declined to 

address the request at that point.) However, such a sanction is unquestionably within the power 

of the trial court.

¶ 39 “Question 3. Is a settlement agreement, reached between a plaintiff and a 

municipal defendant during a pretrial settlement conference before the court and 

memorialized in a Release and Settlement Agreement drafted by a City Attorney 

and signed by the plaintiff before a notary, enforceable against municipality 

notwithstanding the City Council’s subsequent vote to not approve said 

settlement?” 

¶ 40 Answer: No.

¶ 41 In Illinois, the basic ingredients of a valid contract are an offer, an acceptance, and 

consideration. Melena v. Anheuser-Busch, Inc., 219 Ill. 2d 135, 151 (2006). The plaintiff argues 

that the settlement agreement in this case had all these elements of a valid contract. Specifically, 

after the oral agreement to settle made at the pretrial conference, the City drafted a settlement 

agreement and release that recited that it wished to settle and sent it to the plaintiff. This draft, 

the plaintiff argues, constituted an offer, which she accepted by signing and returning the 

agreement. The contract provided for consideration: the plaintiff agreed to release her claims 

against the City in exchange for a payment of $600,000. The plaintiff notes that the draft did not 
2015 IL App (2d) 140645 

- 16 -

contain any language indicating that the agreement was contingent on approval by the City 

Council and argues that therefore such approval was not one of the terms of the agreement. The 

plaintiff asks that we enforce the settlement despite the City Council’s later vote to reject the 

settlement.

¶ 42 This we cannot do. Regardless of whether the draft agreement spelled out the 

requirement that the agreement be approved by the City Council, section 3.1-40-40 of the 

Municipal Code imposes such a requirement, and that requirement does not disappear merely 

because the agreement failed to mention it. To the contrary, those who enter into agreements 

with municipalities are charged with knowledge of the statutory requirements that govern such 

agreements. D.C. Consulting Engineers, 143 Ill. App. 3d at 63. 

¶ 43 The City cites several cases—D.C. Consulting Engineers; McMahon v. City of Chicago, 

339 Ill. App. 3d 41 (2003); City of Belleville v. Illinois Fraternal Order of Police Labor Council, 

312 Ill. App. 3d 561 (2000); and Chicago Food Management, Inc. v. City of Chicago, 163 Ill. 

App. 3d 638 (1987)—in support of its position that a contract with a municipal body must 

comply with the statutory requirements imposed upon such contracts, regardless of the apparent 

authority of the municipal agent who negotiated and purportedly executed the contract.1

 The 

 1 We note the existence of case law suggesting that the statutory requirements are not 

wholly inescapable: for instance, even where a contract was irregularly entered into, a municipal 

body may be bound if its affirmative actions induced reliance by the plaintiff such that it should 

be estopped to deny the validity of the contract. See, e.g., Kenny Construction Co. of Illinois v. 

Metropolitan Sanitary District of Greater Chicago, 52 Ill. 2d 187, 197 (1971); Stahelin v. Board 

of Education, School District No. 4, Du Page County, Illinois, 87 Ill. App. 2d 28, 39 (1967). 

However, as the plaintiff has not raised any argument here that such estoppel should apply, we 
2015 IL App (2d) 140645 

- 17 -

plaintiff attempts to distinguish these cases on the basis that they involved contracts for goods or 

services rather than settlement agreements, but she offers no rationale (other than the reasoning 

of Arnold, which we have found inapplicable) for treating these two types of contracts 

differently. To the contrary, settlement agreements are contracts and they are interpreted in the 

same manner as other contracts. Paluch v. United Parcel Service, Inc., 2014 IL App (1st) 

130621, ¶ 13 (“A settlement agreement is a release governed by contract law.”). The cases cited 

by the City are applicable. Accordingly, in the absence of City Council approval of the 

settlement agreement, it is not enforceable as a valid contract. The answer to the final certified 

question is “no.” 

¶ 44 CONCLUSION

¶ 45 For the foregoing reasons, all of the certified questions are answered in the negative, and 

the cause is remanded for further proceedings consistent with this opinion. 

¶ 46 Certified questions answered. 

¶ 47 JUSTICE McLAREN, dissenting. 

¶ 48 I dissent because I believe that this is an ersatz appeal from a severable claim, the 

enforcement of a settlement agreement. As such, we should have denied the petition for leave to 

appeal without prejudice to the filing of an appeal under Illinois Supreme Court Rule 304(a) (eff. 

Feb. 26, 2010). Considering that the trial court was willing to certify these questions, it is 

reasonable to conclude that it would have entered the necessary order for appeal under the rule. 

Although I have no quarrel with the analysis, I dissent because I do not agree that the majority’s 

answers are to certified questions of law. Both the briefs and the oral argument read like a 

typical appeal from a declaratory judgment action but with a significant array of facts that could 

 

do not consider this possibility. 
2015 IL App (2d) 140645 

- 18 -

have affected the outcome. I will not speculate as to whether equitable estoppel could have 

engendered a different result, but the fact that it might have application suggests that this is not a 

situation where “the order involves a question of law as to which there is substantial ground for 

difference of opinion.” Ill. S. Ct. R. 308 (eff. Feb. 26, 2010).