1 The trial court noted that its statement of facts was taken larg ely from He dlund’s

amended petition for attorney fees and City Colleg es’ renewed motion for summary judgment on the amen ded petit ion for a ttorney fees. SECOND DIVI SION March 27, 2007

No. 1-06-1200 HEDLUND AND HA

NLEY, L LC, and ) REUBEN L. HEDL

UND, ) Appeal from the ) Circuit Court of Plaintiff s-Appell ants, ) Co ok Co un ty. v. ) ) THE BOARD OF TRUSTEES OF COMMUNITY ) COLLE GE DISTRI CT NO. 508, THE COUNTY OF ) Honorab le COOK, AN

D THE STATE OF I

LLINO IS, ) John A. Ward, ) Judge Presi ding. Defendant-Appellee. )

JUSTICE SOUTH de livered

the opinion of the c ourt: Plaintiffs, Hedlund & Hanley , LL C (H&H), and Reuben Hedlund (Hedlund), a ppeal from the trial court’s entry

of summary judg

ment in favor of defendants, the Board of Trustees of Co mm un it y Co ll eg e D is tr ic t N o. 50 8, th e C ou nt y of Co ok an d t he St at e o f Il li no is (c ol le ct iv el y, City Colleges). The facts as stated in the trial court’s written memorandum dec ision 1 are as follows: prior to Augus t 19, 1994, City

College s retaine d the law f irm of He dlund, Ha

nley & John (HH &J) to represent it in litigation arising from accounting malpractice. Reuben Hedlund was the principal attorney at HH &J. After recovering over $4 million from Prudential Secur ities, City Colleges asked HH&J to provide further representation in the prose cution of its claims against other1-06-1200

2

parties. A letter from Hedlund dated August 19, 1994, provided tha t HH&J would be paid at 20% less than its "standard rates," and if City Colleges recovered "a

n amount greater than $1 million more

than the H

H&J fees at 100% of

its standa

rd rate s," HH& J would be pa id at its fu

ll standard rate. Further, the letter provide d that if City Colleges rec overed "an amount grea ter than $5 million more than HH&J fees over standard rates," City Colleges would "consider a bonus request...based upon results achieved, effic iency of our work, the prior discount provided and overall reasona bleness. " The le

tter fur ther provided tha

t there w as "no c ommitment by [City Colleges] to favorably

consider any

such request, if made, or any obligation to honor such request." In 2000, the law firm of HH&J dissolved, and Hedlund continued in the practice of law as the senior partner in a law firm then named Hedlund, Ha nley and Tra

felet (HH&T). Subsequently, a new f

ee arrangement wa s negotiated between City Colleges and HH&T. That arrangement was set forth in a le tter which was drafted and signed by Reuben Hedlund and sent to James D. Shepherd, counsel for City Colleg es, on August 11, 2000. In that letter, H edlund stated that: "Specifically , my time will be billed at $304 per hour and tha t of Steve Ma at $136 per hour." This letter also sets forth the following provision, which is ce ntral to the dispute in the instant case: "While there would be no commitment to do so, we would hope that, at the conclusi on of the l itigation, City College s would g ive favorable c onsidera tion to a bonus reque st from my firm based upon r esults achieved, efficiency of our work at the hourly rates approved, and overall reasonableness." The letter concludes, "Please confirm y our agreement with the arrang ements de scribed

herein by si gning

below an d return ing this le tter to me ." Bel ow was a1-06-1200

3

single signature line for Mr. Shepherd a nd the notation "cc: Mr. James C. Tyre e, Wayne Watson, Ph.D., Te rry E. Newma

n, Esq." These thr

ee pers ons were

on the boa

rd of dir ectors f or City College s at the time the lett er was w ritten. N o signed

copy of the letter was

ever re turned to Hedlund. From August 2000 to February 2004, Hedlund sent invoices to City Colleges r eflecting the hourl y r ates set f orth in the

August 2 000 lette

r, as we ll as the expenses inc urred a nd time billed. Each invoice was reviewed, approve d, and signed off on by the City Colleges’ g eneral counsel and submitted to and approved by the City Colleges’ boa

rd of trustees. City College s issued checks to Hedlund that were signed by James Tyree, the c

hairman of the board, for the hourly fee s and expenses set forth in each invoice. On the ev e of tria

l in the und

erly ing matte r in Nove mber 2000 , Hedlund

was able to obtain a settlement of City College s’ claim against the accounting firm of Arthur Anderson for a substantia l but conf idential a mount, and

the claim s again st Anders on were dismissed. The cas e proceeded against Coopers, another accounting firm. At the end of the five-we ek trial, the jury awarded City Colleg es $13,028,000 against Coopers, and a judgment was e ntered on December 7, 2000, by the trial court in the full amount of the jury’s awa

rd. Defendant’s posttrial motions were all denied by

the trial court, and the judgment was affirmed by this court in July 2002. On April 1, 2002, HH&T, then known as Hedlund, Hanley , Knoenigsknectht & Trafele t (HHK&T), ceased to exist. Hedlund, who became managing director of the ne w firm of Hedlund & Hanley (H&H), continued to represent City Colleges in the litigation. On December 18, 2003, the supreme court affirmed this court’s decision in the underly ing litigation, with the direction1-06-1200

4

that the amount of the settlement made with defendant Anderson be deduc ted from the judgment against Coopers. Thereafter, in subsequent settlement negotiations, City Colleges accepted Coopers’ offe r to settle for an amount that brought City Colleges’ total recovery

in the litigation to over $15 million. By the conclusion of the litiga tion in January 2004 and before a final order or judgment was entered in this action, the total net amount recovered by City Colleges since the

commenc ement of

Hedlund’ s repre sentation was in exce ss of $19 mi llion. Hed lund met wi

th Chairman Tyre e on January 29, 2004, to review and explain the terms and implications of the final draft of the settl ement agreeme nt as p ropos ed by Coop ers’ co unsel . At t he meet ing, Hedlund submitted a written request for an "eff iciency bonus" in the amount of $281,606.89 based upon the August 11, 2000, agree ment. As the meeting concluded, Chairman Ty ree stated that the bonus request would be granted if "log ic dictated." Subsequently , the bonus request was denied. On February

24, 2004, Chairman Tyre e again met with Hedlund, and aga in denied the bonus request but accepted Hedlund’s sugg estion of presenting City Colleg es with an invoice covering the bonus. On the same day , that invoice was submitted to the City Colleges’ general counsel and denied. Hedlund then filed a petition for attorney fees in the underly

ing litigation on April 7, 2004. In that petition, Hedlund allege d that "in August 2000, City Colleg es requested that it pay the new fir

m, HH&T, at preset rates, which, in fact, were substantially below the then standard hourly r

ates of Mr. Hedlund and the other lawy ers at HH&T and, because the y were preset, would not in

crease as the fir m’s rate s increa sed over

the next thr

ee y ears tha t the cas e1-06-1200

5

continue d to pend. " Further, City College s decline d to contin ue with its

1994 ag reemen t that it would pay the firm’s f

ull hourly rate in the eve

nt it recovered an amount greate r that $1 million more tha n the HH& J fees at 10 0% of its st andard r ates. He dlund also

allege d the following: "Accordingly, on August 11, 2000, a new fee ag reement, stating the above provisions, was confirme d in a lette

r from He dlund to Jame s D. Shephe rd, acti ng Gene ral Counse l of City Colleges, with copies to James C. Tyree , the new Chairman of the Board, Way ne Watson, Ph.D., the new Chancellor, and Terry Newman, a member of the Board a nd a lawye

r licensed to practice in Illinois." Hedlund further alleg ed that "petitioners are presently unable to locate a [signed] copy of the Aug

ust 11, 2000, letter. However, performance by City Colleges and He dlund and HH&T was thereafter in ac cordance with the terms in the letter.” After the trial judge was transfer red to the chancery

division of the circuit court, Hedlund and H&H filed an action f or attorney

fees in li eu of pursuing the petition f or attorney

fees fil ed in the under lyin g litig ation. I

n the comp laint, pla

intiffs a lleged that City College s flatly

refuse d to undertake any

good-faith, fair, or reasonable consideration of their bonus request, and specifically, ha s never considered the request based upon the " results achieved, efficiency of [their] wor

k at the ho

urly rates a pproved , and ove

rall rea sonableness," a s requir ed by the Aug ust 11, 2000, l etter. Pla

intiffs c ontended

that this w

rongly deprive d them of the econo mic bene fit which the parties intended to be provided to them under the fee le tter and also resulted in a windfall to, and un

just enric hment of, City

College s ( quantum m eruit ). According to

plaintiff s, City College s’ failur

e to consi der and/

or to pay a reasonable bon

us allows C ity C ollege s to profit from its ow

n wrong doing in t

hat it misle d plaintif

fs into be lieving

it would hon

or and give fair1-06-1200

6

and reasonable consideration to a request for a bonus in compliance with the August 11, 2000, letter. Additionall

y, p laintiff

s contend ed that Cit

y Co lleges ’ failur

e to give good-f aith consideration to the bonus request constituted a breach of its ag reement with plaintiffs, which entitled them to have and recover the amount of a re asonable bonus in an amount no less than $300,000. Plaintiffs further contended that City Colleg es was barred by the doctrine of promissory estoppel from deny ing liability to plaintiffs for a r easonable bonus. The plaintiffs valued their award under the quantum m eruit theory at no less than $457,000. B oth parties subsequently filed cr

oss-motions for summary judgme nt, and the trial court granted summary judgment in favor of City Colleges. In granting

City Colleges’ motion for summary judgment, the trial court made the following findings: (1) that the letter of Aug ust 11, 2000, was an express contract between the parties; (2) that Hedlund was estopped from contesting whe ther the August 11, 2000, letter was binding on the parties; and (3) that the language in the letter regarding a bonus was not enforceable by

the court since it was the manifest intent of the parties to give the B oard unfettered discretion on the issue of whether a bonus would be pa id. Summary judgment was then granted in favor of City Colleges on all counts. Plaintiff s make two

contenti ons on app eal. First, they contend t hat the tr ial cour t erred in finding that the August 11, 2000, letter became a binding contract. Specifically , they arg ue that there was no formal board approval of the c ontract, which was necessary for contracts over $10,000; that the parties’ conduct did not create an express, binding contr act; and that they a

re entitled to compensation under quantum m eruit . Plaintiffs further contend that the trial court1-06-1200

7

erred in ruling that City

Colleges was not required to undertake a g ood-faith consideration of the bonus request, specifically arguing that the trial court should have c onsidered the circumstances surrounding the letter; that the trial court was require d to give meaning to all languag e in the letter; that the covenant of good faith and fa ir dealing required a construction of the c ontract giving meaning to the considera tion of a bonus; and that City Colleges bre ached the covenant of good fa ith and fa ir dealin g by failing to conside

r a bonus. The trial court granted summary judgment in favor of City Colleges on all counts of the complain t. Thus, the

issue for this cour t’s consid eration is whethe

r the tria l court pr operly granted summary

judgment on the basis that the August 11, 2000, letter constituted a contract be tw ee n t he pa rt ie s a nd ve st ed th e B oa rd wi th di sc re ti on to co ns id er a b on us re qu es t. We ap pl y a de novo standard when reviewing summary judgment motions. Outboard Marine Corp. v. Liberty Mutual Insurance Co. , 154 Ill. 2d 90, 102 (1992). Summary judgment is appropr iate when there are no ge

nuine issues of material fact and the moving party

is entitled to judgment as a matter of law. Telenois, Inc. v. Village of Schaumburg , 256 Ill. App. 3d 897, 901 (1993). The purpose of summar y judgment is not to try an issue of fact, but rather to determine whether a triable issue exists. Telenois , 256 Ill. App. 3d at 901. Whe

re a re asonable

person c ould draw

diverg ent infe

rences from undi sputed fa

cts, summary judgme

nt should be denied. Telenois , 256 Ill. App. 3d at 901. Summary judgment should only be granted if the pleadings, de positions, and the admissions

on file, to gether

with aff idavits, if any , presen

t no gen uine issue of mater ial fact , thereby entitling the moving

party to judgme

nt as a ma

tter of la w. 735 I LCS 5/2 -1005(c ) (West1-06-1200

2 Plaintiffs are apparently abandoning the initial contention raised in its complaint, i.e., that City College s breached its contract w ith plainti ffs, and

instead f ocus on the ir alter

nate contention that no valid contract existed and they are entitled to recover under quantum m eruit

. 8 2004). The reviewing court takes all we ll-pleaded facts as true and interprets all we ll-pleaded allegations in the light most favorable to the plaintiff. McMah on v. C ity of Ch icago , 339 I ll. App. 3d 41 , 45 (2003 ). While use of summar

y ju dgment i s encour

aged u nder Illinois law

to aid in the expe ditious disp osition of a lawsuit (Purtill v. H ess , 111 I ll. 2d 229, 2 40 (1986) ), it is a drastic means of disposing of litigation and should be allowed only when the right of the moving party is clear and fre e from do

ubt ( Quality

Lig hting, I nc. v. Be njamin , 227 Ill. App. 3d 880, 883- 84 (1992)). Plaintiffs first contend that the trial court erred in concluding that a n express binding contract existed between the parties as a result of the Aug ust 11, 2000, letter. 2 Our inquir y is whether, as a matter of law, a contra ct existed between the parties. Whether a contract exists, its terms and the intent of the parties are questions of fact to be determined by the tr

ier of fact. In re Marriage of Gibson-Terry , 325 Ill. App. 3d 317, 322 (2001). A trial court’s findings of fact will not be reversed unless they ar e against the manifest weight of the evidence. Eye chaner

v. Gross , 202 Ill. 2d 228, 251 (2002). A judgment is ag ainst the manif est we ight o f the ev idenc e only whe n an op posi te con clusi on is appare nt or w hen fi ndin gs appear to be unreasonable, arbitra ry, or not based on e

vidence. Eyecha

ner , 202 Ill. 2d at 252. In the case at ba

r, the trial court determined that plaintiffs’ fee letter of August 11, 2000, in which it set forth the fee agreeme nt between the parties, constituted a binding contract.1-06-1200

9

Plaintiffs disagree, contending that the B oard never formally approved it, and further, that the parties’ conduct did not constitute a contract. In order to form a c ontract, there must be an offer, a strictly conforming acceptance , and consideration. Brody v. F inch University of He alth Sciences/Chicago Medical School , 298 I ll. App. 3d 146, 154 (1997). Ordinarily, one of

the acts forming part of the execution of a written contr act is its signing. Ly nge v. Kunstmann , 94 Ill. App. 3d 689, 694 (1981). Whether a writing constitutes a binding

contract, even though it is not signe d, as is the

situation p

resente d in the pr

esent ca se, usual ly depends upon the intention of the parties. Lynge , 94 Ill. App. 3d at 694. "The object of a signature is to show mutuality or a ssent, but these facts may be shown in other way s, [such] as *** by acts or conduct of the parti es." Lynge , 94 I ll. App. 3d at 694. Se e also 17 C .J.S. Contract s § 62 (1963); 12 Ill. L . & Prac. Contract s § 65 (1955). Turning to the instant case, there is no dispute that plaintiffs’ August 11, 2000, letter set forth the fee agree

ment between the parties. There is also no dispute that plaintiffs requeste d that the letter be signed and returned upon City Colleges’ agreement to the fe e arrangements, or that the letter was never signed by the Board. However, the rec ord indicates that the parties intended for the August 11, 2000, letter to be binding in severa l ways. First, plaintiffs c ontinued representing City

Colleges and billed them according to the fe e schedule set forth in the letter. Second, City Colleges paid the invoice s presented by pla intiffs according to the fee schedule set forth in the letter. This agreement continued for almost four year

s, with City Colleges continuing to pay eac

h invoice submitted by plaintiffs, thereby assenting to its terms. Moreover, plaintiffs1-06-1200

10

continually refe

rred to the August 11, 2000, letter as gover ning their retention. Plaintiffs further contend, however, that City Colleges could not enter into a binding

contract for more

than $10, 000 withou

t formal b oard app

roval as require d by

statute. T

his contenti on is neg ated by

the statut e itself. The Public

Community

College Act (Act) (110 I

LCS 805/1 et seq . (West 200 4)) rela tes to the e stablishme

nt, opera tion and ma

intenanc e of publi c

commu nity col leges. Secti on 3-2 7.1 of the Ac t sets forth the du ties o f the co mmun ity coll ege districts as they relate

to contracts in relevant part below: "§3-27. 1. Contra

cts . To award all contracts for purchase of supplies, materials or work involving an expenditure in excess of $10,000 to

the lowest respons ible bidde r conside ring conformity wi th sp ec if

ic at io ns , t er ms of

de li ve ry, qu al it y, a nd se rv ic ea bi li ty; after due advisement, except the following: (a) c ontracts for the services of individuals possessing a high deg ree of professional skill where the ability or fitness of the individual plays an important part ***." 110 ILCS 805/3-27.1 (West 2004). According to the statute, community college districts have a duty to award contracts for purchase of supplies, materials or work for more tha n $10,000 to the lowest responsible bidder after due advisement. The statute then carve s out an exception for contracts for the "service s of individuals possessing a high degree of professional skill." Nowhere does the statute require formal B oard app

roval to e nter into t hese con tracts, a lthough i t does re quire tha

t those contracts be awarded through a compe titive bidding process. We conclude this argument is without merit.1-06-1200

11

Similarly, plaintiffs’ arg

ument that the City Colleges oper ations manual, which requires formal B oard app

roval of contracts, suppor

ts their c ontention

that ther e was no v alid cont

ract is also witho

ut merit. T

he manua l provide s in pertinent part as follow s: "No purchases shall be made except as provided by Illinois Law, Board Rules and these policies and procedure s for purchasing. No officer or employ

ee not expressly authorized by Illinois law, Board rules and these policies and procedures shall make a ny purchase

on behalf of the Board of Trustees of Community College District No. 508, County of Cook and State of I llinois or enter into any contra ct of purchase, ver

bal or wr itten, for any appara tus, equipment, supplies, service or repairs, goods, war es or merchandise of any kind or description, or accept any of them on approval or otherwise. Any contrac

t, verbal or written, made in violation of Illinois law, Board rules and/or the se policies and procedures for purchas ing is voi d as to the Board o f Truste es of Commu nity College District N o. 508, Cou

nty of Cook an

d State of Illinois ." (Emphasis added.) While we a

gree w ith plainti ffs’ ass ertion tha t the manual requi

res Boa rd approval of contracts, we find that the ter

ms of the ma

nual wer e not viola

ted in this c ase bec ause the Board a ssented t

o the contract, as explained above, in approving and pa ying plaintiffs’ invoices for almost four years.1-06-1200

12

Accordingly , we conclude that the trial court’s determination that the Aug ust 11, 2000, letter was an expres s, binding

contract was not a

gainst t he manif est weig ht of the e

vidence . It then follow s that plaintiffs’ claims for relief under quantum m eruit must fail b ecause

when a c ontract

exists betwee n the par ties, no qu

asi-con tractua l claim, su

ch as quantum m eruit

can arise. Mid-West Energy Consultants, Inc. v. Covenant Home, I nc. , 352 Ill. App. 3d 160, 166 (2004). As we have concluded that the August 11, 2000, letter c onstituted a binding contract, our inquiry turns to the terms of the contra ct, specifically , whether consideration of a bonus was required. "Traditionally, I

llinois courts, when interpreting contracts, have re quired that '[a written agreement] mu st be presum ed to speak t he intenti on of the part ies who signed it.' " Nebel, Inc. v. Mid-C ity Nati onal Ba nk of C hicago , 329 Ill . App. 3d 957 , 963- 64 (20 02), q uoti ng Western Illinois Oil Co. v. Thompson , 26 I ll. 2d 287, 2 91 (1962) . "I f contra ct lang uage is unambig uous, the intention of the parties must be ascertained by the language used, not by constructions urged by the parties." Nebel , 329 Ill. App. 3d at 964. Regar ding the consider ation of a bonus by City College s, Hedlun

d stated the followi

ng in his August 11, 2000, letter:

"While there would be no commitment to do so, we would hope that, at the conclusion of the litigation, City Colleg es would give favorable consideration to a bonus request from my firm based upon results achieved, efficiency of our work at the hourly rates approved, and overall reasonablene ss."1-06-1200

13

The language used he

re is unambiguous; thus, the parties’ intention will be determined from the words used. Accordingly, we find that City Colleges was under no obligation to consider a bonus request from plaintiffs, only tha t plaintiffs "hoped" that it would consider such a request. The decision of whether to consider the bonus request wa s discretionary, a nd the Board had no obligation under the agreeme nt to consider that request. Therefore, we f ind the trial court properly g

ranted summary judg

ment on this issue. For the foregoing r

easons, the judgment of the circuit court is affirmed. Affirmed. HOFFMAN and HAL

L, JJ., concur.