In the

United States Court of Appeals

For the Seventh Circuit ____________________

Nos. 16-2331 and 16-2953

ADM ALLIANCE NUTRITION, INC.,

Plaintiff-Appellant,

v.

SGA PHARM LAB, INC., and SHAWN YU,

Defendants-Appellees.

____________________

Appeals from the United States District Court for the

Central District of Illinois.

No. 16 CV 02042 — Colin S. Bruce, Judge.

____________________

ARGUED DECEMBER 9, 2016 — DECIDED DECEMBER 14, 2017

____________________

Before WILLIAMS and HAMILTON, Circuit Judges, and 

CHANG, District Judge.*

WILLIAMS, Circuit Judge. SGA Pharm Lab had supplied 

ADM Alliance Nutrition with a product used to make medicated animal feed. The parties ended their relationship by 

signing a termination agreement. After that agreement was 

 * Of the United States District Court for the Northern District of Illinois, sitting by designation.
2 Nos. 16-2331 and 16-2953

signed, ADM came to believe that SGA had made false representations concerning the potency of the product while SGA 

was supplying it to ADM. ADM brought breach of contract 

and fraud claims against SGA and its president, and the district court concluded that ADM had released the claims. We 

agree. The termination agreement stated ADM released SGA 

and its officers from any and all claims, whether known or 

unknown, so by its terms the release includes claims for

breach of contract and fraud. The agreement also stated that 

it superseded all prior understandings and that no representations were made to induce the other party to enter into the 

agreement other than those it contained. In this case, between 

sophisticated commercial parties, we conclude that judgment 

in favor of SGA and its president was proper.

I. BACKGROUND

The roots of this lawsuit began when SGA agreed to 

source a product for ADM Alliance Nutrition called Chlortetracycline which ADM would use when it manufactured medicated animal feed. SGA and ADM entered into a Purchase 

and Development Agreement on February 7, 2013. This agreement required SGA to provide a signed and dated Certificate 

of Analysis which detailed the potency of the product for each 

production lot it shipped to ADM. SGA’s compensation was 

based in part on the potency of the product as spelled out in 

the signed Certificates of Analysis. The Purchase Agreement 
Nos. 16-2331 and 16-2953 3

also provided that if ADM attempted to sell any of the NADAs1 that were the subject of the agreement during the agreement’s term, SGA had the first option to purchase. If SGA did 

not exercise its option, it would receive up to 20% of the sale 

price received by ADM based on performance metrics defined in an exhibit to the agreement.

ADM later received an offer from a third-party buyer to 

purchase the NADAs. SGA declined to exercise the right of 

refusal granted to it in the Purchase Agreement, and on September 12, 2014, ADM and SGA entered into a Termination 

and Settlement Agreement ending their business relationship.

The agreement stated that the parties “now wish to agree 

upon the compensation to be paid to SGA under Section 9.5 

of the Purchase and Development Agreement and terminate 

the Purchase and Development Agreement.” The Termination Agreement required ADM to pay SGA $750,000 within 

two days of the date ADM closed on the sale to the third-party 

buyer.

ADM alleged in this lawsuit that Shawn Yu, SGA’s president, signed Certificates of Analysis that overstated the potency of Chlortetracycline. ADM asserted that the overstatement of the product’s potency meant that ADM overpaid 

SGA and Yu more than $1.1 million. ADM also alleged that it 

would not have paid the $750,000 it paid SGA and Yu under 

the terms of the Termination Agreement had ADM known 

that the product’s potency was misrepresented. ADM’s complaint asserted claims for breach of contract against SGA, 

 1 Neither the Purchase Agreement nor the parties define the term, but 

it appears to stand for “New Animal Drug Application.” See 21 C.F.R. § 

514.3.
4 Nos. 16-2331 and 16-2953

fraud against SGA, and fraud against Yu. The complaint attached both the Purchase Agreement and the Termination 

Agreement as exhibits. 

SGA and Yu filed a motion to dismiss the complaint. The 

district court construed SGA and Yu’s motion as a motion for 

judgment on the pleadings and granted the motion in their 

favor. The district court also awarded SGA and Yu $23,685 in 

attorneys’ fees. ADM appeals. 

II. ANALYSIS

A. No Error in Treating Motion to Dismiss as Motion for 

Judgment on Pleadings

ADM argues that the district court was wrong to treat 

SGA and Yu’s motion to dismiss as a motion for judgment on 

the pleadings. Although SGA and Yu filed a motion to dismiss invoking Federal Rule of Civil Procedure 12(b)(6), the 

premise of their motion was that the release language in the 

Termination and Settlement Agreement barred ADM’s 

claims. Release of a claim is an affirmative defense. United 

States v. Rogers Cartage Co., 794 F.3d 854, 860 (7th Cir. 2015). 

As a result, SGA and Yu should have raised release as an affirmative defense and then moved for judgment on the pleadings under Rule 12(c). See id.

We have found the failure to move for judgment on the 

pleadings to be harmless when “all the facts necessary to rule 

on the affirmative defense are properly before the district 

court on the motion to dismiss.” Id. at 861. Federal Rule of 

Civil Procedure 10(c) provides that “[a] copy of a written instrument that is an exhibit to a pleading is a part of the pleading for all purposes.” ADM attached both the Purchase 

Agreement and the Termination Agreement to its complaint 
Nos. 16-2331 and 16-2953 5

and repeatedly relied on them in its complaint, so we consider 

those documents in reviewing the grant of the motion for 

judgment on the pleadings. See Williamson v. Curran, 714 F.3d 

432, 435–36 (7th Cir. 2013). SGA and Yu’s motion to dismiss 

pointed to the Termination Agreement as the source of the release. The language of the release was properly before the district court on the motion to dismiss.

ADM also contends that judgment against it came too 

soon because it did not have the opportunity to address SGA 

and Yu’s release argument. But ADM has never suggested 

what amendments it could make to its complaint that would 

alter the analysis of the release defense asserted by SGA and 

Yu. See Han v. United Cont’l Holdings, Inc., 762 F.3d 598, 603 

(7th Cir. 2014). No amendments or discovery would change 

the terms of the release.2 See Yassan v. J.P. Morgan Chase & Co., 

708 F.3d 963, 976 (7th Cir. 2013) (“[E]ven if the district court 

allowed discovery, and everything Yassan alleged proved to 

be true—Yassan’s case would still fail under the terms of the 

release.”). The district court committed no error in construing 

the motion to dismiss as a motion for judgment on the pleadings. 

B. Judgment on Pleadings Proper

We review a grant of judgment on the pleadings de novo. 

Landmark Amer. Ins. Co. v. Hilger, 838 F.3d 821, 824 (7th Cir. 

2016). To survive a motion for judgment on the pleadings (or 

a motion to dismiss), the complaint must “state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 

U.S. 544, 570 (2007); see also Katz-Crank v. Haskett, 843 F.3d 641, 

 2 For similar reasons, we find no abuse of discretion in the district 

court’s decision to grant SGA leave to file a reply brief. 
6 Nos. 16-2331 and 16-2953

646 (7th Cir. 2016). In undertaking our review, we draw all 

reasonable inferences and facts in favor of the non-moving 

party. Lodholtz v. York Risk Servs. Grp., Inc., 778 F.3d 635, 639 

(7th Cir. 2015).

ADM maintains that its complaint states actionable claims 

for fraud and breach of contract that are not barred by the release language in the Termination Agreement. It contends 

that SGA breached the terms of the Purchase Agreement by 

overstating the potency of Chlortetracycline in the Certificates 

of Analysis. ADM also maintains that SGA and Yu committed 

fraud by knowingly overstating the product’s potency. SGU 

and Yu, on the other hand contend that the terms of the Termination Agreement foreclose ADM from bringing the claims 

it asserts in this suit. 

ADM asserts that its complaint sets forth all the elements 

of fraud and breach of contract claims. But a release is an affirmative defense, so if a release bars a plaintiff’s claims, 

whether the complaint states a claim does not matter. See Yassan, 708 F.3d at 975 (“The problem with [the plaintiff]’s case is 

not that he failed to state a claim; the problem is that he signed 

a release waiving the right to make a claim.”). Our principal 

question is whether the Termination Agreement releases the 

claims ADM now asserts. 

A release is “the abandonment of a claim to the person 

against whom the claim exists.” Borsellino v. Putman, 962 

N.E.2d 1000, 1019 (Ill. App. Ct. 2011) (quotations omitted). 

Under Illinois law, which governs both the Purchase and Termination Agreements, a release within a settlement agreement is governed by contract law. Cannon v. Burge, 752 F.3d 

1079, 1088 (7th Cir. 2014). When a release is unambiguous, a 
Nos. 16-2331 and 16-2953 7

court must construe it as written without looking to parol evidence. Cannon, 752 F.3d at 1091; Farm Credit Bank of St. Louis 

v. Whitlock, 581 N.E.2d 664, 667 (Ill. 1991). Because the language of the agreements is so important in determining 

whether the claims were released here, we will be quoting 

several provisions. 

Paragraph four of the Termination Agreement stated:

... the parties agree that, effective as of the date of Closing, the Purchase and Development Agreement shall 

terminate and shall be of no further force or effect, and 

all of the obligations, rights, and duties under the Purchase and Development Agreement shall terminate ....

The Termination Agreement also included two reciprocal release provisions that released the SGA parties and ADM parties. The release of the SGA parties in paragraph five stated: 

Conditioned upon SGA complying with its duties, obligations and covenants set forth in this Agreement, effective as of the Payment Date, ADM hereby fully, completely, irrevocably and unconditionally releases, remises, acquits, and forever discharges SGA and its directors, officers, shareholders, members, managers, 

employees, agents, representatives, successors and 

permitted assigns (collectively, the “SGA Parties”) of 

and from any and all charges, complaints, claims, 

promises, agreements, controversies, actions, causes of 

action, damages, suits, rights, expenses, losses, liabilities and obligations of any nature whatsoever (including attorneys’ fees and costs actually incurred) (collectively, “Claims”), whether legal or equitable, whether 

known or unknown, that ADM may have against one 
8 Nos. 16-2331 and 16-2953

or more of the SGA Parties arising out of, related to, or 

in connection with the Purchase and Development 

Agreement, including, but not limited to, SGA’s right 

of first refusal and the compensation due to SGA pursuant thereto: provided, however, this release shall not 

apply to the duties, covenants, and obligations of SGA 

set forth in this Agreement.

The language in these paragraphs is clear: it releases SGA and 

Yu from any and all claims arising out of the Purchase Agreement.

It is true that fraud (or breach of contract) is not specifically listed in the release. But “the fact that a claim is not specifically listed in the release does not necessarily preclude that 

claim from having been within the contemplation of the parties and therefore barred.” Miller v. Lawrence, 61 N.E.3d 990, 

998 (Ill. App. Ct. 2016); see also Wagner v. NutraSweet Co., 95 

F.3d 527, 533 (7th Cir. 1996) (applying Illinois law) (“When a 

release is broadly worded, as this one was, to cover all claims, 

‘known and unknown,’ the plaintiff is giving up the right to 

sue that she might otherwise have on claims related to her 

employment that could arise under any law.”). Paragraph 

five of the Termination Agreement provided that ADM released SGA and its officers from “any and all charges, complaints, claims, ... actions, causes of action, ... whether known 

or unknown.” (emphasis added). There was no exception 

listed for fraud.

That the alleged fraud was not known when ADM executed the Termination Agreement also does not preclude release of the fraud action, despite ADM’s argument to the contrary. “’[A] release may encompass unknown claims, including unknown fraud claims ... [because if] this were not the 
Nos. 16-2331 and 16-2953 9

case, no party could ever settle a fraud claim with any finality.’” Yassan, 708 F.3d at 974–75 (applying New York law)

(quoting Centro Empresarial Cempresa S.A. v. Am. Movil, S.A.B. 

de C.V., 952 N.E.2d 995, 1000 (N.Y. 2011)). While Illinois courts 

more narrowly construe general releases that are unlimited in 

scope, the release here is not unlimited in scope and is limited 

to claims arising from the Purchase Agreement. See Cannon, 

752 F.3d at 1092; Rakowski v. Lucente, 472 N.E.2d 791, 794 (Ill. 

1984). Under the broad language of paragraph five, ADM released SGA and its officers from “any and all charges, complaints, claims, ... actions, causes of action, ... whether known 

or unknown” arising out of or related to the Purchase Agreement. (emphasis added). So by its terms, the Termination 

Agreement barred claims for any cause of action arising out 

of the Purchase Agreement, even those not known at the time 

the Termination Agreement was signed. See Chubb v. Amax 

Coal Co., Inc., 466 N.E.2d 369, 372 (Ill. App. Ct. 1984). ADM 

asserts in its complaint that false certifications of potency 

breached the Purchase Agreement and that the obligation to 

give accurate representations came from the same agreement, 

so its current claims arise out of or are related to the Purchase 

Agreement. (ADM does not dispute this.)

That would seem to end matters. ADM nonetheless maintains that SGA and Yu’s alleged fraud during the performance 

of their business relationship makes the Termination Agreement voidable. As support, ADM points to a decision of the 

Illinois Appellate Court, Ainsworth Corp. v. Cenco Inc., 437 

N.E.2d 817 (Ill. App. Ct. 1982). There, the parties had signed 

an asset purchase agreement by which the plaintiff agreed to 

purchase the assets of a subsidiary of the defendant. Id. at 819. 

A dispute arose, and the parties entered into a settlement 
10 Nos. 16-2331 and 16-2953

agreement. The settlement agreement provided that the representations in the asset purchase agreement expired on the 

date of the settlement agreement and that the plaintiff waived 

any breach of such representations that may have occurred in 

the past. Id. at 819–20. A few months later, a government investigation determined that the company’s manufacturing 

process violated federal regulations. Id. at 820. The plaintiff 

then defaulted on the terms of the settlement agreement but 

argued in court that it had been fraudulently induced to enter 

into the asset purchase agreement because the defendant misrepresented that it was operating in compliance with government standards. Reversing the trial court, the Illinois Appellate Court ruled in favor of the plaintiff and ruled that the release in the settlement agreement did not bar the plaintiff’s 

claim. Id. at 821–22. The court stated it had examined “the circumstances surrounding the execution of the release” and 

that while a party can waive a defense of fraud by entering 

into a new contract, knowledge of the fraud at the time of 

signing the second contract was required. Id. at 821. The court 

also considered the representations to be of a continuing character. Id.

We note first that more recently, we traced the “circumstances of the transaction” language used in some Illinois 

cases concerning releases and by ADM in its brief. We stated 

that the “Illinois courts of appeal appear to have taken the 

‘circumstances of the transaction’ language from Parmalee [v. 

Lawrence, 44 Ill. 405 (1867)] out of context and applied it 

broadly to allow the consideration of parol evidence in construing the intent of the parties to an unambiguous release.” 

Cannon, 752 F.3d at 1091. We found that practice inconsistent 

with the Illinois Supreme Court, which had “embraced no 

such rule, instead consistently holding that, when a contract 
Nos. 16-2331 and 16-2953 11

is unambiguous on its face, the intent of the parties must be 

construed without consideration of parol evidence.” Id. To the 

extent Ainsworth relied on parol evidence in its consideration 

of the release, it is inconsistent with our understanding of the 

Illinois Supreme Court’s jurisprudence.

SGA and Yu respond to Ainsworth by emphasizing that an 

element of a fraud action in Illinois is reliance, see Massuda v. 

Panda Exp., Inc., 759 F.3d 779, 783 (7th Cir. 2014), and that the

Illinois Appellate Court has since distinguished Ainsworth. To 

succeed on its fraud claim in this case, ADM would need to 

show that it justifiably relied on the truth of a statement made 

by SGA or Yu. In Schrager v Bailey, 973 N.E.2d 932 (Ill. App. 

Ct. 2012), the plaintiff alleged that the defendant attorneys 

had committed fraud, and the defendants pointed to a nonreliance clause in the settlement agreement. Id. at 935. The settlement agreement stated that no “representations, inducements, promises or agreements” had been made that were not 

in the settlement agreement and that any prior promises not 

set out in that agreement had not been relied upon. Id. at 934. 

The appellate court affirmed the dismissal of the plaintiff’s 

complaint, emphasizing that the plaintiff had agreed in the 

settlement agreement he was relying only on the information 

it contained and not on any prior statements. Id. at 937. The

court explained that Ainsworth did not help the plaintiff because there “was no issue relating to a nonreliance clause.” Id.

at 938. So, the court said, “Ainsworth Corp. provides no support for plaintiff Schrager's argument,” and the plaintiff’s reliance on Ainsworth was “misplaced.” Id.

Explaining the significance of a nonreliance clause, the 

Schrager court quoted one of our cases, stating, “’[s]ince reliance is an element of fraud, the [nonreliance] clause, if upheld 
12 Nos. 16-2331 and 16-2953

– and why should it not be upheld, at least when the contract 

is between sophisticated commercial enterprises—precludes 

a fraud suit.’” Schrager, 973 N.E.2d at 938 (quoting Vigortone 

AG Prods., Inc. v. PM AG Prods., Inc., 316 F.3d 641, 645 (7th Cir. 

2002)). That case far from stands alone. As we have noted before, “This court and others have held that a written anti-reliance clause in ... [an] agreement precludes any claim of deceit 

by prior representations.” Cerabio LLC v. Wright Med. Tech., 

Inc., 410 F.3d 981, 992 (7th Cir. 2005).

The Termination Agreement here stated in paragraph 

nine: 

This Agreement is final and constitutes the complete 

and exclusive statement with respect to the subject 

matter hereof. This Agreement supersedes all prior 

agreements and understandings, whether written or 

oral, relating to the subject matter of this Agreement. 

No representations or commitments were made by the 

parties to induce each other to enter into this Agreement other than as expressly set forth herein. Any 

amendment, modification, or supplement to this 

Agreement shall be null and void unless it is in writing 

and agreed to by the parties ....

This suit was between sophisticated commercial parties. 

The “ADM” in ADM Alliance Nutrition, Inc. stands for 

Archer Daniels Midland, one of the largest companies in the 

United States, and the complaint asserts that the plaintiff is a 

wholly owned subsidiary of Archer Daniels Midland. Especially when dealing with sophisticated commercial enterprises, “parties to contracts are best served by rulings enforcing the express terms of agreements into which they enter.” 

Cerabio LLC, 410 F.3d at 992. While an integration clause alone 
Nos. 16-2331 and 16-2953 13

may or may not have barred ADM’s claims, see Vigortone AG, 

316 F.3d at 644, a nonreliance clause would. See Schrager, 973 

N.E.2d at 939 (“We conclude that the integration/nonreliance 

clause in the Agreement precluded plaintiff Schrager from 

proving justifiable reliance, which was fatal to his action for 

fraud.”); Landale Enterprises, Inc. v. Berry, 676 F.2d 506, 507 

(11th Cir. 1982) (per curiam) (cited by Vigortone AG, 316 F.3d 

at 644 as example of nonreliance clause). 

ADM’s response to Schrager is to argue that it only applies 

to oral communications. But Schrager does not limit itself in 

that way. No language limits its discussion to only oral communications. And written affidavits were at issue in the 

Schrager decision. See Schrager, 973 N.E.2d at 937–38. The rationale for barring fraud claims is also the same for both oral 

and written statements: “sophisticated parties to negotiated 

commercial contracts may not reasonably rely on information 

that they contractually agreed did not form a part of the basis 

for their decision to contract.” Cerabio LLC, 410 F.3d at 991 (citation omitted). 

Further distinguishing this case from Ainsworth, there 

were no continuing representations in this case. Paragraph 

nine of the Termination and Settlement Agreement cut off the 

legal effect of prior representations other than those explicitly 

carved out in the document. ADM argues that paragraph four 

of the Termination Agreement means that representations 

concerning the Certificates of Analysis referenced in Section 

2.2 of the Purchase Agreement survive the Termination 

Agreement. We disagree. Paragraph four of the Termination 

Agreement provides that as of the date of closing, the Purchase Agreement terminates as do all of the obligations, 
14 Nos. 16-2331 and 16-2953

rights, and duties under it. The only exception is for any provisions or clauses “that by their very terms (including, but not 

limited to, Sections 5.2, 5.3, 5.4, 9.2, and 10.1 through 10.3) are 

intended to survive the termination” of the Purchase Agreement. Section 2.2 is not listed, and with good reason. Section 

2.2 only requires SGA to provide ADM with “a signed and 

dated Certificate of Analysis (the ‘COA’) for each production 

lot which shall accompany all Product or Products shipped or

supplied” to ADM from SGA. That is not a duty that by its 

terms is intended to survive the end of the Purchase Agreement. The obligation to provide a Certificate of Analysis accompanying each supplied production lot no longer exists 

when no more production lots are being supplied or shipped. 

Section 2.2 also stands in contrast to the sections specifically listed in paragraph four of the Termination Agreement, 

which concern keeping samples (5.2), safeguarding proprietary information (5.3, 5.4), taxes (9.2), and indemnification

(10.1, 10.2). Section 10.3 does state that the “warranties, representations, and indemnifications set forth in this Section and 

this Agreement shall survive the termination of this Agreement” unless expressly waived, and ADM argues that SGA 

and Yu breached this obligation. But there is no warranty or 

representation in either agreement that the Certificates of 

Analysis accurately reflect the product’s potency; Section 2.2 

does not even refer to potency. So there were no relevant continuing representations, and no breach of any obligations under either agreement.

Two sophisticated businesses signed an agreement to 

walk away from each other here. ADM chose to relinquish its 

right to bring any and all claims arising out of the Purchase 

Agreement, whether known or unknown. It also agreed that 
Nos. 16-2331 and 16-2953 15

no representations were made to induce it to enter into the 

Termination Agreement other than those contained in the 

agreement. We agree with the district court that judgment on 

the pleadings in favor of SGA and Yu on ADM’s fraud and 

breach of contract claims was proper.

C. No Abuse of Discretion in Award of Attorney’s Fees

ADM also appeals the attorney’s fees award entered 

against it. We review an attorney’s fee award for abuse of discretion. DeliverMed Holdings, LLC v. Schaltenbrand, 734 F.3d 

616, 625 (7th Cir. 2013). The Termination Agreement provided 

that if a legal action was brought for its enforcement or interpretation, or because of an alleged breach of it, the prevailing 

party was entitled to reasonable attorney’s fees and costs.

ADM argues that the fee award was improper because the 

Purchase Agreement does not have a clause providing for attorney’s fees to the prevailing party. But by ADM’s own complaint, this case required the interpretation of the Termination 

Agreement too. Each count of its complaint, for example, 

sought to recover $750,000 from SGA or Yu, an amount that 

was based on provisions in the Termination Agreement. We 

find no abuse of discretion in the award of reasonable attorney’s fees and costs to SGA and Yu.

III. CONCLUSION

The judgment of the district court is AFFIRMED.