IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

KEVIN M. CALLAHAN, )

)

Plaintiff, )

)

vs. ) Case No. 20 C 2852

)

H.E. WISDOM & SONS, INC. (d/b/a )

WISDOM ADHESIVES WORLDWIDE) )

(n/k/a DUB CAPITAL, INC.), )

)

Defendant. )

MEMORANDUM OPINION AND ORDER

MATTHEW F. KENNELLY, District Judge:

Kevin Callahan has asserted two quasi-contract claims against H.D. Wisdom & 

Sons, Inc. (Wisdom Adhesives) based on his role in growing the company's global 

business prior to its acquisition. Wisdom Adhesives has moved for summary judgment.

For the reasons stated below, the Court grants the motion.

Background

Jeffrey Wisdom, head of Wisdom Adhesives, sold his company to H.B. Fuller for 

$122 million in 2017. This lawsuit focuses on a $5 million segment of that sale. The 

following facts are undisputed except where otherwise noted.

In 2013, Wisdom hired Callahan as a consultant to "grow the [c]ompany's nonNorth America global business." Pl.'s Resp. to Def.'s Stat. of Material Facts ¶ 37. The 

two had grown up as close friends, each serving as the best man in the other's wedding, 

and they had previously worked together on creating a book about the company's 

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history. The parties entered into a verbal agreement under which Wisdom Adhesives 

paid Callahan $20,000 per month for his consulting services, though that fee ranged

down to $15,000 and $10,000 over the years. The parties dispute the precise 

responsibilities that Callahan was to provide, but at a broad level, he was responsible 

for Wisdom Adhesives’ international sales. Callahan assumed the title of vice chairman, 

and in his first year on the job, he increased global revenues from $700,000 to $1.9 

million. 

Because of this growth, Callahan wanted a greater upside. He began discussing 

a potential ownership stake in the business in November 2014. The parties dispute 

whether Callahan was ever granted an ownership stake. Callahan maintains that in 

these 2014 discussions, Wisdom told him that he "view[ed] the global business to be 

[Callahan's] business." Pl.'s Resp. to Def.'s Mot. for Summ. J., Ex. A at 202. Wisdom

Adhesives disagrees and emphasizes the lack of any documentation formalizing a 

transfer of ownership. To this point, later in August 2016, Callahan wrote an email 

again requesting a compensation plan "based on a percentage of revenue rather than a 

flat monthly consulting fee." Def.'s Stat. of Material Facts, Ex. 9 at KC037828–29. 

Wisdom did not agree to this request. Instead, the company adjusted Callahan's 

compensation to $15,000 per month to approximate a percentage of global revenues at 

the time.

In the wake of the November 2014 discussions when he first proposed an 

ownership stake, Callahan increasingly focused his efforts on pursuing foreign joint 

ventures that would ultimately grow the business. The parties dispute the impetus 

behind these efforts. Callahan characterizes establishing joint ventures as wholly 

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separate from his original responsibility of global sales and maintains it was an entirely 

new pursuit deriving from the 2014 compensation discussions. Wisdom Adhesives 

contends that the 2013 verbal agreement already contemplated foreign joint ventures, 

thereby disconnecting this line of work from any potential ownership stake. Origins

aside, Callahan nearly finalized at least two joint ventures, one of which got as far as a 

memorandum of understanding between Wisdom Adhesives and the other company. 

Jeffrey Wisdom, however, retained final approval and ultimately never signed off on 

either deal.

Following the sale of Wisdom Adhesives to H.B. Fuller, Callahan repeatedly 

requested that he be compensated for his contributions to the $122 million acquisition 

price. Because this price reflected a multiple of the company's profits and the global 

business revenue had grown to $4.2 million in 2016, Callahan believed Wisdom 

Adhesives owed him $5 million. The company never agreed to these requests.

Callahan filed suit in the District of Connecticut, and the case was later 

transferred to this district. In his complaint, Callahan alleged that the 2014 

compensation discussions had resulted in a second oral agreement under which he 

received an ownership interest. This Court dismissed Callahan's breach of contract and 

promissory estoppel claims because the alleged second oral agreement was not 

"sufficiently definite" to serve as the basis for these claims. Order of July 26, 2020 at 5. 

Callahan filed a second amended complaint and asserted claims of quantum meruit and 

unjust enrichment stemming from Wisdom Adhesives not compensating him for "his 

work efforts. . . securing the proposed joint ventures and growing the global business." 

Second Am. Comp. ¶¶ 100, 116. Wisdom has moved for summary judgment.

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Discussion

To obtain summary judgment, a party must demonstrate that "there is no genuine 

dispute as to any material fact and that the movant is entitled to judgment as a matter of 

law." Fed. R. Civ. P. 56(a). There is a genuine issue of material fact if "the evidence is 

such that a reasonable jury could return a verdict for the nonmoving party." Hanover 

Ins. Co. v. N. Bldg. Co., 751 F.3d 788, 791 (7th Cir. 2014) (citing Anderson v. Liberty 

Lobby, Inc., 477 U.S. 242, 248 (1986)). The Court views the evidence and draws all 

inferences in favor of the nonmoving party. See Cervantes v. Ardagh Grp., 914 F.3d 

560, 564 (7th Cir. 2019). The plaintiffs must identify "specific, admissible evidence 

showing that there is a genuine dispute of material fact for trial." Grant v. Trs. of Ind. 

Univ., 870 F.3d 562, 568 (7th Cir. 2017). "If the nonmoving party fails to establish the 

existence of an element essential to his case, one on which he would bear the burden 

of proof at trial, summary judgment must be granted to the moving party." Cervantes, 

914 F.3d at 564. 

A. Applicable Law

A quasi-contract, or contract implied in law, is a duty imposed to prevent injustice 

when there is no actual agreement between the parties. Marcatante v. City of Chicago, 

657 F.3d 433, 442 (7th Cir. 2011). Both quantum meruit and unjust enrichment serve 

as quasi-contract remedies. Though these types of claims are analytically similar, 

Illinois law distinguishes them on the basis of damages: "In a quantum meruit action, 

the measure of recovery is the reasonable value of work and material provided, 

whereas in an unjust enrichment action, the inquiry focuses on the benefit received and 

retained as a result of the improvement provided." Hayes Mech., Inc. v. First Indus., 

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L.P., 351 Ill. App. 3d 1, 9, 812 N.E.2d 419, 426 (2004).

Illinois law, however, bars recovery on a claim of quasi-contract when a real 

contract, whether express or implied, concerns the same benefit upon which the plaintiff 

bases her claims. Marcatante, 657 F.3d at 443. Illinois courts look to the subject matter

of the contract, rather than the contract's specific terms or any provisions related to the 

claim, and they interpret the contract's subject matter broadly. Utility Audit, Inc. v. 

Horace Mann Service Corp., 383 F.3d 683, 689 (7th Cir. 2004). A party can maintain a 

quasi-contract claim "when the work that the plaintiff performed was wholly beyond the 

subject matter of the [existing] contract." Archon Constr. Co. v. U.S. Shelter, L.L.C., 

2017 IL App (1st) 153409, ¶ 39, 78 N.E.3d 1067, 1076.

Illinois courts point to Industrial Lift Truck Service Corp. v. Mitsubishi International 

Corp., 104 Ill. App. 3d 357, 432 N.E.2d 999 (1982), as a paradigmatic case where an 

express contract barred quasi-contract recovery. See, e.g., Archon Constr., 2017 IL 

App (1st) 153409, ¶ 42, 78 N.E.3d at 1076; Hayes Mech., 351 Ill. App. 3d at 12, 

812 N.E.2d at 429. In Industrial Lift, the parties had an agreement under which the 

plaintiff bought the defendant's Japanese forklifts and sold them to American customers.

After the defendant notified the plaintiff that it was terminating the agreement, the 

plaintiff sought quasi-contract relief for design changes it had implemented to better sell 

the forklifts to the American market. Although "the contract did not expressly cover the 

design changes," the court construed its general subject matter as "the sale and 

servicing of defendant's products." Indus. Lift, 104 Ill. App. 3d at 361, 432 N.E.2d at 

1002. The court accordingly barred the plaintiff's claims, explaining that "[p]arties to a 

contract often perform services not expressly demanded by the contract." Id.

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B. Analysis

Callahan premises his quasi-contract claims on "his work efforts. . . securing the 

proposed joint ventures and growing the global business." Second Am. Comp. ¶¶ 100, 

116. He argues these efforts fall outside the scope of his employment agreement with 

Wisdom Adhesives. If so, the express contract would not bar quasi-contract relief.

Callahan's contention lacks merit. First of all, Wisdom, who indisputably held 

approval authority over proposed joint ventures, did not sign off on either of Callahan's 

proposals. Pl.'s Resp. to Def.'s Stat. of Material Facts ¶¶ 47, 50. Because the joint 

ventures did not move forward, there was no "enrichment" of Wisdom Adhesives at all, 

let alone unjust enrichment, and no basis upon which to assign a value to Callahan's 

ultimately unsuccessful work. Thus despite Callahan's attempt to base his 

compensation on the sale price of Wisdom Adhesives, his joint venture efforts never 

generated income or opportunities for income that contributed to that price, which was 

based on a multiple of the company's profits. 

Perhaps for this reason, the thrust of Callahan's claim, as discussed in his 

response to the motion for summary judgment, is that the global business he grew

contributed to Wisdom Adhesives' value leading up to the company's sale. Specifically, 

Callahan calculates his damages by estimating "the portion of the [$122 million] 

purchase price . . . attributable to the global business." Pl.'s Resp. to Def.'s Mot. for 

Summ. J. at 14. 

This, however, does not save Callahan's claims. He acknowledges that his 

original agreement with Wisdom entailed "doing whatever it [took] to make global sales 

for the company." Def.'s Stat. of Material Facts, Ex. 2 at 164. Quasi-contract relief 

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provides for recovery of "services nongratuitously rendered. . . where no contract exists 

to dictate payment." Bernstein & Grazian, P.C. v. Grazian & Volpe, P.C., 402 Ill. App. 

3d 961, 979, 931 N.E.2d 810, 826 (2010). When Callahan attempts to base his 

recovery on the claimed increase in global sales that he helped accomplish, he runs 

headlong into this legal principle. Specifically, there was a contract that dictated 

payment: the parties' 2013 express agreement, under which Callahan was paid for

consulting services related to global sales. Thus considered this way, Callahan was 

paid for his work, just as the parties contracted. Quasi-contract recovery is therefore 

barred.

Finally, Callahan contends that the parties' 2014 compensation discussions 

should salvage his claims. He says he has sufficiently asserted that Wisdom "granted 

him an ownership interest in the global business." Pl.'s Resp. to Def.'s Mot. for Summ. 

J. at 13. His argument is that this promise should change the calculus. The Court, 

however, previously dismissed Callahan's claim based on a theory of express contract, 

and he cannot appropriately revive that claim via his response to a summary judgment 

motion. See Trade Fin. Partners, LLC v. AAR Corp., 573 F.3d 401, 412 (7th Cir. 2009)

Messner v. Calderone, 407 F. App'x 972, 974 (7th Cir. 2011) ("A plaintiff cannot add 

additional claims through arguments made in opposing summary judgment . . . ."). That 

aside, growing the global business was exactly what the parties' express contract called 

for Callahan to do. Just as Wisdom could not reclaim Callahan's monthly fee if he was 

unsuccessful in growing global sales, Callahan cannot demand more than the fee he 

bargained for because his efforts (for which he was paid) may have helped Wisdom sell 

the company for a higher price. 

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Conclusion

The Court grants defendant's motion for summary judgment [dkt. no. 133] and 

directs the Clerk to enter judgment in favor of defendant and against plaintiff.

________________________________

MATTHEW F. KENNELLY

 United States District Judge

Date: October 5, 2021

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