In the

United States Court of Appeals

For the Seventh Circuit

No. 00-1018

Professional Service Network, Inc.,

Plaintiff-Appellee,

v.

American Alliance Holding Company,

Defendant-Appellant.

Appeal from the United States District Court

for the Western District of Wisconsin.

No. 99-C-381-S--John C. Shabaz, Chief Judge.

Argued September 8, 2000--Decided January 29, 2001

 Before Flaum, Chief Judge, and Posner and Rovner,

Circuit Judges.

 Posner, Circuit Judge. This diversity suit

between two insurance companies comes to us from

the grant of summary judgment for the plaintiff,

Professional Service Network (PSN), by Chief

Judge Shabaz in the district court. The suit is

governed, so far as substantive matters are

concerned, by Wisconsin law. The appeal, by the

defendant, American Alliance Holding Company,

presents issues concerning Wisconsin’s doctrine

of contractual duress and the federal principles

governing abstention in favor of a parallel

litigation pending in another court; Chief Judge

Shabaz had denied Alliance’s motion to stay the

present suit in favor of a parallel suit filed by

Alliance in North Carolina. We begin by trying to

unravel the tangle, both substantive and

procedural, that is the history of the parties’

dispute.

 The story begins in February of 1998 when the

parties executed an agreement by which PSN bought

from Alliance, for $11.2 million subject to postclosing adjustment, all the stock in another

insurance company, Century American Insurance

Company. The agreement made PSN responsible for

calculating the post-closing adjustment. In

September of 1998 it notified Alliance that

because of a decline in Century’s book value,

Alliance owed it a refund of $2.7 million of the

purchase price. While negotiating over the form

in which Alliance would make the refund, the
parties got into a squabble over another

contract, a risk-management agreement that was

Century’s principal asset. This squabble

eventually went to arbitration, and the

arbitrator decided that both parties were at

fault and ordered no relief. Another dispute

involving Century also brewed up between PSN and

Alliance and resulted in a lawsuit between the

parties in a North Carolina state court.

 Negotiations over the refund to PSN collapsed

and Alliance refused to pay. So in January of

1999 PSN sued Alliance for $2.7 million in the

Western District of Wisconsin. The case was

assigned to Chief Judge Shabaz.

 Another provision of the stock purchase

agreement by which PSN had acquired Century from

Alliance required PSN jointly with Alliance to

file with the Internal Revenue Service, by

February 16, 1999, an election under section

338(h)(10) of the Internal Revenue Code to treat

the stock sale as a sale of assets for tax

purposes. The election would save Alliance $5

million in taxes. But it would be effective only

if the IRS received notice of the election by the

sixteenth; and having been sued by PSN, Alliance

worried that PSN might not cooperate in making

the deadline. Alliance decided to apply some

pressure. Early in February its lawyer phoned

PSN’s lawyer and told her that PSN would be in

breach of the stock purchase agreement if it did

not cooperate in the filing of the tax notice.

She replied that Alliance’s failure to pay the

post-closing adjustment excused PSN from

performing its remaining obligations under the

stock purchase agreement, including the

obligation to cooperate in filing the tax notice.

 On the tenth, Alliance’s lawyer delivered to his

opposite number a letter warning her that unless

PSN joined in the filing of the tax notice,

Alliance would sue for the tax benefit that would

be lost. Five days later Alliance filed its

answer to PSN’s complaint in the Western District

of Wisconsin together with a counterclaim.

Alliance claimed in the counterclaim that its

agreement to pay the post-closing adjustment had

been orally modified. The suit was settled the

next day, just in time to file the tax notice

with the IRS. The parties agreed in the

settlement to refer their dispute over the postclosing adjustment to an independent certified

public accountant, and PSN agreed to file the tax

notice jointly with Alliance; and this was done,

so Alliance got its tax benefit. The suit was

duly dismissed a few days later by agreement of

the parties, and in April the CPA was appointed.

 The following month, shortly before the CPA was
due to issue his determination of the amount of

post-closing adjustment owed PSN by Alliance,

Alliance filed a suit against PSN in a North

Carolina state court, seeking, among other

remedies, rescission of the settlement agreement

on the ground that it had been procured by

duress. Alliance has tried to get that lawsuit

consolidated with the other North Carolina suit.

 PSN responded to Alliance’s new suit the next

month by filing its own new suit in the Western

District of Wisconsin against Alliance, seeking

enforcement of the settlement agreement; and the

case was again assigned to Chief Judge Shabaz.

Alliance counterclaimed, seeking relief similar

to what it had sought in its North Carolina suit

of the previous month. On PSN’s motion for

summary judgment in the new Western District of

Wisconsin case (which is the case before us), the

judge rejected the defense of duress, declared

the settlement agreement valid, and dismissed

Alliance’s counterclaims. He had already denied

Alliance’s motion to stay the case in favor of

the North Carolina action. Alliance appeals both

the judgment and the denial of the stay.

 Alliance argues that it was financially

distressed and so had no choice but to settle

PSN’s first suit the Western District of

Wisconsin in order to receive the $5 million tax

benefit immediately. Therefore, it argues, PSN

obtained the settlement by duress, and so the

settlement should be voided. Duress is a basis

under the common law of contracts in Wisconsin as

elsewhere for rescinding a contract, and a

settlement is for this purpose a contract. Wurtz

v. Fleischman, 293 N.W.2d 155, 160 (Wis. 1980);

Pope v. Ziegler, 377 N.W.2d 201, 203 (Wis. App.

1985); JPM, Inc. v. John Deere Industrial

Equipment Co., 94 F.3d 270, 272 (7th Cir. 1996)

(Wisconsin law); Selmer Co. v. Blakeslee-Midwest

Co., 704 F.2d 924 (7th Cir. 1983) (same); see

generally E. Allan Farnsworth, Contracts sec.sec.

416-419 (3d ed. 1999). Duress, understood most

concretely, is the situation in which one person

obtains a temporary monopoly that it tries to use

to obtain a benefit to which it is not entitled.

In the famous case of Alaska Packers’ Ass’n v.

Domenico, 117 Fed. 99 (9th Cir. 1902), seamen on

board a ship that was fishing for salmon in

Alaskan waters during the short fishing season

struck for higher wages. The captain agreed to

modify the workers’ employment contract to pay

them the higher wages that they were demanding,

but when the ship returned to port the employers

refused to honor the modification and the court

refused to enforce it. The captain had acted

under duress in agreeing to the modification

because, had he not done so, the fishing season

would have been ruined, since the strikers had an
effective albeit temporary monopoly of the labor

supply necessary to continue with the fishing;

and it would not have been feasible to sue them

as a means of recouping the loss. See also

Contempo Design, Inc. v. Chicago & Northeast

Illinois District Council of Carpenters, 226 F.3d

535, 550 n. 9 (7th Cir. 2000); Rissman v.

Rissman, 213 F.3d 381, 387 (7th Cir. 2000);

Oxxford Clothes XX, Inc. v. Expeditors Int’l of

Washington, Inc. 127 F.3d 574, 579 (7th Cir.

1997); Austin Instrument, Inc. v. Loral Corp.,

272 N.E. 2d 533 (N.Y. 1971).

 So we must ask whether PSN had a monopoly-like

position vis-a-vis Alliance when it demanded that

Alliance settle the case as a condition precedent

to PSN’s jointly filing the tax notice that

Alliance was (we may assume) desperate for. The

answer is no. Part of the reason is that unlike

the captain of the fishing vessel, Alliance had a

legal remedy right at hand. Even if a liquidity

crisis would have made its normal remedy, namely

fighting the case to judgment, inadequate to

stave off disaster, it had only to ask Chief

Judge Shabaz for a temporary restraining order

or, if time permitted--and it did permit, as

we’re about to see--a preliminary injunction

requiring that PSN join in the filing of the tax

notice. The inadequacy of the legal remedy and

resulting irreparable harm to Alliance unless it

obtained judicial protection against PSN’s

settlement demand would have established a

prerequisite for equitable relief. Alliance would

not even have had to file a new suit in order to

obtain such relief. The suit that the parties

were negotiating to settle was filed and pending.

Alliance had only to file a motion with Chief

Judge Shabaz.

 Alliance argues that the time was too short. It

was not, and anyway the fault lay with it for not

doing anything to stop the clock before time ran

out on February 16. Alliance should have realized

no later than when it read PSN’s complaint--filed

on January 14, 1999, more than a month before the

tax deadline--that PSN was likely to balk at the

joint filing. PSN’s suit charged Alliance with

having reneged on the post-closing-adjustment

term of the stock purchase agreement, and it was

only to be expected that PSN would take the

position that its duty to perform under the

agreement was suspended by Alliance’s breach. It

is true that not every breach excuses the other

party from continued performance; in particular,

minor breaches do not. Ranes v. American Family

Mutual Ins. Co., 580 N.W.2d 197, 200 (Wis. 1998);

Management Computer Services, Inc. v. Hawkins,

Ash, Baptie & Co., 557 N.W.2d 67, 77 (Wis. 1996);

Myrold v. Northern Wisconsin Cooperative Tobacco

Pool, 239 N.W. 422 (Wis. 1931); Farnsworth, supra
sec. 8.15, pp. 580-81. But Alliance’s alleged

breach, the refusal to refund almost 25 percent

of the contract price, was not minor. Any doubts

that PSN would balk were dispelled by the phone

conversation between the parties’ lawyers and at

this point Alliance still had at least a week in

which to apply for judicial relief. It piddled

the week away. It says it did this because it

expected the case to settle, as of course the

case did. But it should have known that unless it

took steps to obtain judicial relief, PSN would

have no incentive to abandon its position that

the refusal to refund excused it from having to

join in the filing of the tax notice--unless

Alliance yielded to PSN’s settlement demand.

 We said that Alliance’s failure to seek judicial

help was part of the reason its defense of duress

failed as a matter of law. It was not the whole

reason because if PSN’s claim to be excused from

cooperating in the filing of the tax notice by

Alliance’s refusal to make the refund had been

frivolous, an inference would have arisen that

the purpose had been to force Alliance to incur

expenses of litigation that alone might have been

enough, given Alliance’s distressed financial

position, to force it to accede to those terms;

and then Alliance might have a valid case of

duress. Sufrin v. Hosier, 128 F.3d 594, 599 (7th

Cir. 1997); Farnsworth, supra, sec. 4.17, p. 267.

The analogy to the tort of malicious prosecution

would be close in such a case. Another way to

state the principle is that exhaustion of

remedies is not a prerequisite to suing for

duress, since, if it were, a party in PSN’s

position (or in the position of the Alaska

seamen) might be able to use the costs of suit as

a lever to obtain an undeserved benefit. Even a

colorable suit brought or maintained for an

improper purpose--not to win the suit but to

obtain some collateral benefit (the classic

example is suing your daughter’s fiancee in the

hope that the strain of litigation will cause the

engagement to be broken off)--is actionable in

tort, as an abuse of process, though we needn’t

try in this case to align that tort principle

with the doctrine of duress in the law of

contracts.

 Far from arguing that PSN’s litigating position

was frivolous or an abuse of process, however,

Alliance, in an effort to explain why it dribbled

away the week before the tax deadline, emphasizes

the difficulty it would have had in marshaling a

convincing case for judicial relief against PSN’s

refusal to play ball in the filing of the tax

notice. That is tantamount to an acknowledgment

that PSN had a colorable case for conditioning

the performance of its obligation with respect to

the tax notice on Alliance’s paying the post-
closing adjustment as required by the stock

purchase agreement. We add that the term that was

"forced" on Alliance by PSN hardly seems

extortionate, namely referring the calculation of

the post-closing adjustment to an independent

CPA. And that too is material to an assessment of

a defense of duress. Wurtz v. Fleischman, supra,

293 N.W.2d at 160. If the alleged victim of

duress is complaining about a term that he could

have been expected to agree to even if not under

duress, the inference of duress is weakened,

along with the further inference that duress

caused whatever harm the victim is seeking to

redress.

 We turn to the denial of the stay of the North

Carolina litigation. There is no hard and fast

rule on when parallel litigation should be stayed

in the interest of judicial economy. See, e.g.,

Moses H. Cone Memorial Hospital v. Mercury

Construction Corp., 460 U.S. 1, 16 (1983);

Colorado River Water Conservation District v.

United States, 424 U.S. 800, 817-18 (1976);

Interstate Material Corp. v. City of Chicago, 847

F.2d 1285, 1288-90 (7th Cir. 1988). But the

history of the parties’ dispute makes this an

easy case. The case originated in a settlement of

the previous lawsuit between these parties that

had been assigned to Chief Judge Shabaz. His was

the logical court, and he the logical judge of

that court, to resolve a dispute over the

settlement of the earlier case. The fact that

Alliance beat PSN to the filing by a month in an

effort to obtain a friendlier forum (the North

Carolina state court) was a very poor reason for

staying the suit that had been filed in the most

appropriate forum. Cf. Allendale Mutual Ins. Co.

v. Bull Data Systems, Inc., 10 F.3d 425, 431 (7th

Cir. 1993); Tempco Electric Heater Corp. v. Omega

Engineering, Inc., 819 F.2d 746, 749-50 (7th Cir.

1987). True, another case between the parties was

pending in North Carolina, but the issues in it

appear to be unrelated to the dispute stemming

from the post-closing adjustment term of the

stock purchase agreement.

 So the district court must be affirmed. But

before closing we must remark a recurrent

procedural matter--the frequent failure of

litigants in this court, in this case both

litigants, to comply with 7th Cir. R. 28(a) and

(b), concerning the statement of subject-matter

jurisdiction in the appellant’s and appellee’s

brief in a diversity case. Rule 28(a)(1) requires

the appellant in its brief in such a case to

state the citizenship of each party, and if the

party is a corporation to indicate both the state

of incorporation and the state of the party’s

principal place of business, and if an

unincorporated association to indicate the
citizenship of each of its members. Rule 28(b)

requires the appellee to submit its own

jurisdictional statement if the appellant’s is

not complete and correct. Both rules were flouted

here.

 So far as the citizenship of the parties is

concerned, all the appellant’s brief stated is

that this suit is "brought by a Wisconsin

Plaintiff, Professional Service Network, Inc.

(’PSN’) against a North Carolina Defendant,

American Alliance Holding Company (’American

Alliance’)." The plaintiff was thus identified as

a corporation, triggering the requirement of

stating its place of incorporation and the place

of its principal place of business, but neither

was stated. The character of the defendant,

whether a corporation or an unincorporated

association, was not indicated. Despite the

palpable nonconformity of the appellant’s brief

with the requirement of Rule 28(a)(1), the

appellee’s brief recited that the statement of

jurisdiction in the appellant’s brief was

complete and correct. We directed the parties to

show cause why the appeal should not be dismissed

as a sanction for the flagrant violation of the

court’s rules. The parties’ response demonstrated

that there was indeed diversity, and so we have

relented; but we take this occasion to remind the

bar of the importance of complying with our rules

and of the risk that violators run of being

sanctioned.

Affirmed.