# United States Court of Appeals

For the Seventh Circuit

Chicago, Illinois 60604

Submitted February 21, 2013

Decided February 22, 2013 *

Before

FRANK H. EASTERBROOK, Chief Judge

WILLIAM J. BAUER, Circuit Judge

DAVID F. HAMILTON, Circuit Judge

No. 12

‐ 2863

TRT TRANSPORTATION, INC., d/b/a

CHICAGO TROLLEY CO.,

Plaintiff

‐ Appellee,

v.

YILDIRIM B. AKSOY,

Defendant

‐ Appellant

. Appeal from the United States District

Court for the Northern District of Illinois,

Eastern Division.

No. 11 C 03693

John J. Tharp, Jr.,

Judge

.

O R D E R

TRT Transportation, Inc., which does business as the Chicago Trolley Company,

operates a fleet of trolleys and offers sightseeing tours as well as rentals for special events.

The company sued Chicago Trolley Rentals, Inc., and its president and sole shareholder,

Yildirim Aksoy, claiming trademark infringement, trade

‐ dress infringement, and

cybersquatting in violation of the Lanham Act, see 15 U.S.C. §§ 1114(1), 1125(a), (d), and NONPRECEDENTIAL DISPOSITION

To be cited only in accordance with

Fed. R. App. P. 32.1

* After examining the briefs and record, we have concluded that oral argument is

unnecessary. Thus, the appeal is submitted on the briefs and record. See F ED

. R. A PP

. P.

34(a)(2)(C).No. 12

‐ 2863 Page 2

Illinois statutory and common law, see 765 ILCS 1036/65; 815 ILCS 505/1–12, 510/2. TRT

Transportation alleged that the defendants offered substantially similar services under the

name “Chicago Trolley Rentals,” used trolleys copying its distinctive paint colors and

patterns, and advertised services on the website www.chicagotrolleyrentals.com. The

district court concluded that the parties had reached an enforceable agreement during a

settlement conference with a magistrate judge and issued an injunction enforcing that

settlement, which Aksoy (but not the corporation) appeals. We affirm the judgment.

The parties engaged in a settlement conference with a magistrate judge in January

2012. At the conclusion of that conference the parties went on record to state the material

terms they had agreed upon, specifically: (1) the defendants would redirect their website

and transfer the original website to the plaintiff, (2) the defendants would be allowed to

purchase the phrase “Chicago trolley” for keyword searches, (3) the defendants would be

enjoined from using the words “Chicago” and “trolley” “together in any form or anything

confusingly similar,” (4) the defendants would not use TRT Transportation’s color scheme

in the future, and (5) the parties would share documents relating to a Groupon sale that

occurred the day of the settlement. After reciting these terms the lawyer for TRT

Transportation stated that “all of this is going to be subject to a negotiation of a formal

settlement agreement in an agreed injunction.” The magistrate judge then said: “Right. But

the injunction will include these terms. These terms are enforceable.” The parties agreed

and concluded the settlement conference.

Though the parties initially made progress in drafting a written agreement,

negotiations eventually broke down over the defendants’ proposed use of the phrase

“trolley rentals in Chicago.” The defendants then filed a “motion for declaration of the

absence of an enforceable settlement agreement,” and in response TRT Transportation

moved to enforce the settlement. The district court found that the parties had entered into

an enforceable agreement at the conclusion of the January settlement conference, and

informed the parties that unless they submitted an executed settlement agreement, the court

would enter a permanent injunction based on the terms announced at the settlement

conference. The parties failed to submit a written agreement and the court entered the

injunction enjoining the defendants from, among other things, using the phrase “Chicago

Trolley Rentals” or the words Chicago and trolley immediately adjacent to each other “or in

any form or manner that is confusingly similar to Plaintiff’s Chicago Trolley marks.”

On appeal Aksoy argues that the settlement conference did not end with an

enforceable agreement because, he says, the parties manifested an intent not to be bound

without a formal, written agreement. He also contends that the terms of the oral agreement

were too vague to enforce because no mention was made about the defendants’ proposed

use of the phrase “trolley rentals in Chicago.” Illinois law governs whether the partiesNo. 12

‐ 2863 Page 3

reached an enforceable agreement, see Lewis v. Sch. Dist. #70

, 648 F.3d 484, 486 n.1 (7th Cir.

2011); Holmes v. Potter

, 552 F.3d 536, 539 (7th Cir. 2008), and we review for abuse of

discretion the district court’s conclusion that they did, see Lewis

, 648 F.3d at 486; Dillard v.

Starcon Int’l, Inc.

, 483 F.3d 502, 506 (7th Cir. 2007); Hakim v. Payco

‐ Gen. Am. Credits, Inc.

, 272

F.3d 932, 935 (7th Cir. 2001).

Aksoy’s argument that a formal document was a condition precedent to

enforceability rests on the statement of TRT Transportation’s attorney at the end of the

settlement conference that “all of this is going to be subject to a negotiation of a formal

settlement agreement in an agreed injunction.” Under Illinois law an oral settlement

agreement is enforceable if “there is offer, acceptance, and a meeting of the minds as to the

terms.” Lewis

, 648 F.3d at 486; see also Dillard

, 483 F.3d at 507; Kim v. Alvey, Inc.

, 749 N.E.2d

368, 378 (Ill. App. Ct. 2001). Though there is no contract if “the reduction of an agreement to

writing and its formal execution is intended by the parties as a condition precedent to its

completion,” In re Estate of Glassman

, 628 N.E.2d 666, 670 (Ill. App. Ct. 1993), the simple fact

that a formal document will follow does not reduce an oral agreement to a “negotiation” if

“‘the ultimate contract will be substantially based upon the same terms,’” Citadel Grp. Ltd. v.

Washington Reg’l Med. Ctr.

, 692 F.3d 580, 588 (7th Cir. 2012) (quoting Quake Constr., Inc. v.

Am. Airlines, Inc.

, 565 N.E.2d 990, 993 (Ill. 1990)); see also Glassman

, 628 N.E.2d at 670.

To determine whether a “meeting of the minds” occurred, Illinois courts measure the

parties’ intent objectively, considering their words and conduct but not their subjective

beliefs. See Citadel Grp.

, 692 F.3d at 588; Newkirk v. Vill. of Steger

, 536 F.3d 771, 774 (7th Cir.

2008); Dillard

, 483 F.3d at 507. Though the use of the words “subject to” might suggest that

the parties intended to require a formalized writing, even the case cited by Aksoy notes that

those words are not dispositive. See Empro Mfg. Co. v. Ball

‐ Co Mfg., Inc.

, 870 F.2d 423, 425

(7th Cir. 1989); see also Magallanes Inv., Inc. v. Circuit Sys., Inc.

, 994 F.2d 1214, 1218–19 (7th

Cir. 1993). And immediately after the lawyer mentioned the anticipated written agreement,

the magistrate judge sought and received verbal confirmation, directly from Aksoy and an

officer of TRT Transportation, that “[t]hese terms are enforceable.” Thus the district court

did not abuse its discretion in finding that the parties intended to be bound by the oral

agreement. See Lewis

, 648 F.3d at 486–87; Glassman

, 628 N.E.2d at 670–71.

Even weaker is Aksoy’s contention that the oral terms were not sufficiently definite

as required by Illinois law to be enforceable. See Rose v. Mavrakis

, 799 N.E.2d 469, 473 (Ill.

App. Ct. 2003); Pritchett v. Asbestos Claims Mgmt. Corp.

, 773 N.E.2d 1277, 1282 (Ill. App. Ct.

2002). All that is required is sufficient clarity to ascertain the parties’ understanding. Miniat

v. Ed Miniat, Inc.

, 315 F.3d 712, 716 (7th Cir. 2002). Here the parties agreed that the

defendants would not use the phrase “Chicago Trolley Rentals” or the words “Chicago”

and “trolley” immediately adjacent to each other “or in any form or manner that isNo. 12

‐ 2863 Page 4

confusingly similar to Plaintiff’s Chicago Trolley marks.” Aksoy does not say what is

uncertain about these terms, except to argue that the language must be too vague because

specific mention is not made of his proposed use of the phrase “trolley rentals in Chicago.”

But the language provides a basis to decide whether a phrase like “trolley rentals in

Chicago” conforms to the parties’ agreement, see Rose

, 799 N.E.2d at 474–75, and the agreed

terms need not address every possible combination of the words Chicago and trolley to be

enforceable, see Dillard

, 483 F.3d at 508; Pritchett

, 773 N.E.2d at 1282.

AFFIRMED.