In the

United States Court of Appeals

For the Seventh Circuit ____________________

No. 15-3187

TOLL PROCESSING SERVICES, LLC,

Plaintiff-Appellant,

v.

KASTALON, INC., and KASTALON

POLYURETHANE PRODUCTS,

Defendants-Appellees.

____________________

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 12-cv-10058 — Sharon Johnson Coleman, Judge.

____________________

ARGUED MARCH 31, 2016 — DECIDED JANUARY 23, 2018

____________________

Before MANION and KANNE, Circuit Judges, and PEPPER,

District Judge.*

PEPPER, District Judge. Toll Processing Services, LLC (“Toll 

Processing”) appeals from the district court’s order granting 

summary judgment in favor of Kastalon, Inc. and Kastalon 

 * The Honorable Pamela Pepper, United States District Court for the 

Eastern District of Wisconsin, sitting by designation.
2 No. 15-3187

Polyurethane Products (collectively, “Kastalon”) on Toll 

Processing’s conversion and negligence claims. We reverse 

the district court’s order as to those claims, and remand the

case for further proceedings.

I. Background

This is a diversity case, governed by Illinois law, involving state law contract and tort claims. Appellant Toll Processing is a subsidiary of International Steel Services, Inc.; it 

was formed in 2006 for the purpose of owning and operating 

a pickle line.1 Appellee Kastalon provides equipment and 

repairs for the steel industry. In 2006, Toll Processing purchased a used pickle line from Joseph T. Ryerson & Sons, 

Inc.; the line included fifty-seven pickle line rolls, some of 

which were in need of repair. Kastalon had serviced the rolls 

during the time Ryerson owned the line.

Toll Processing planned to reinstall the Ryerson pickle 

line somewhere else, but as of the spring of 2007, did not 

have a facility in which to put it, or anywhere to store the 

rolls. In April 2007, Toll Processing began to disassemble the 

used pickle line at Ryerson’s facility in Chicago. Early in 

2008, Kastalon agreed that it would move the rolls to its 

facility and store them, at no cost, until Toll Processing could 

issue a purchase order to Kastalon to recondition the rolls. In 

January of that year, Paula Dent—a former Ryerson employ-

 

1 A pickle line is a machine used in the steel industry to process hot 

rolled steel coil through acid tanks (to remove rust and impurities) 

before the steel coil is rinsed, dried, sheared, trimmed and recoiled at the 

end of the line. The steel moves through the line on a series of pickle 

rolls. Pickle rolls belonging to the appellant—first their storage, then 

their loss—are the subject of this appeal.
No. 15-3187 3

ee, and a plant and project manager for Toll Processing—

orally contacted Kastalon’s vice president and half owner 

Michael DeMent to make the arrangements. Dent was 

Kastalon’s main contact regarding the pickle line. 

Both parties initially believed that Toll Processing would 

complete its plan to re-install the pickle line within months, 

but they did not discuss a specific timeframe during which 

Kastalon would store the rolls. Kastalon appears to have 

assumed that it would be storing the rolls for a few months 

only; both parties expected Toll Processing to find a new 

facility shortly. Regardless of timing, the parties agree that 

Kastalon was storing the rolls while it waited for Toll Processing to issue it a purchase order for the repair and reconditioning of those rolls that needed it. 

Malvin Sander, vice president and general counsel for 

Toll Processing, represented Toll Processing in negotiating 

its purchase of the pickle line. Later, at his deposition, Sander testified that he agreed it would not have been reasonable

for Toll Processing to expect Kastalon to store the rolls

forever. Gus Schempp, a consultant hired to assist in disassembling the line and reinstalling it at its new location, 

testified at his deposition that he did not know what

Kastalon's storage obligation would be if Toll Processing 

never issued the expected reconditioning purchase order.

Kastalon moved fifty-seven pickle rolls to its facility in 

Alsip, Illinois, over the first three months of 2008. After 

March 2008, however, Dent had no further contact with 

Kastalon about the rolls. In fact, Toll Processing laid Dent off 

in April 2008, but did not inform Kastalon that Dent had 

been let go. In October 2008, DeMent called Gus Schempp at 

Toll Processing regarding the disassembling/reinstallation 
4 No. 15-3187

project. Schempp did not tell DeMent that the project to 

reinstall the line had been delayed (although it appears that 

it had been). DeMent also sent Schempp an email asking to 

be kept informed as to the progress of the reinstallation 

project; Schempp did not respond. 

Over the next two years, Toll Processing negotiated with 

various companies, either to set up and run the pickle line, 

or to sell it. It was not in communication with Kastalon 

about the line during that period. Kastalon stored the rolls 

indoors for about two years. At some point, though, 

Kastalon used a crane to move the rolls from their original 

location inside the facility to another location inside the 

facility, which took four to five hours of labor. Later, 

Kastalon greased and wrapped the rolls before moving them 

to be stored outside under tarps, which took about ten hours 

of labor. Kastalon’s plant manager testified at his deposition 

that the condition of the rolls did not change while they 

were in Kastalon’s possession.

In November or December 2010—some two years after 

the last contact between the two companies—DeMent 

contacted Dent and Carlos Monzon (a former Ryerson

employee, who was hired by Toll Processing and later laid 

off). Dent and Monzon informed DeMent that they were 

unemployed. DeMent did not specifically enquire into the 

status of the rolls, or inform Dent or Monzon that Kastalon 

planned to dispose of the rolls. He testified at his deposition 

that after this conversation, he thought that Toll Processing 

had gone out of business. He also indicated that he believed 

that the pickle rolls were in poor condition and had little 

value.
No. 15-3187 5

Subsequent to the conversation between DeMent, Dent 

and Monzon, Kastalon concluded that the rolls had been

abandoned, had them scrapped by a local recyler and received $6,380.80. Before scrapping the rolls, Kastalon did not 

inspect them to determine their condition.

In June 2011, Toll Processing believed that it was close to 

finalizing arrangements to reinstall the pickle line, which 

would call for repair and refurbishment of the rolls.

Schempp called DeMent to request a price quote for reconditioning the rolls so they could be put into service. DeMent 

informed Schempp that the rolls had been scrapped. Toll 

Processing obtained quotes for replacement rolls, the lowest 

of which was $311,750, plus $104,905 for roll covers (apparently a quote from Kastalon), for a total replacement cost of 

$416,695. Toll Processing never issued a purchase order to 

Kastalon to refurbish the rolls.

Toll Processing filed a three-count complaint pleading 

claims for conversion, negligence and breach of contract. The 

parties each moved for summary judgment. The district 

court granted summary judgment in favor of Kastalon and 

against Toll Processing as to each of Toll Processing’s claims. 

II. Analysis

We review the district court’s grant of summary judgment de novo. Boss v. Castro, 816 F.3d 910, 916 (7th Cir. 2016). 

Summary judgment is appropriate “if the movant shows 

that there is no genuine dispute as to any material fact and 

the movant is entitled to judgment as a matter of law.” Fed. 

R. Civ. P. 56(a); see also, Celotex Corp. v. Catrett, 477 U.S. 317, 

322–23 (1986). The parties agree that Illinois substantive law 

applies to the state law claims. 
6 No. 15-3187

A. Conversion 

The district court granted summary judgment to 

Kastalon on Toll Processing’s conversion claim, finding that 

the defense of abandonment precluded the claim.

To state a claim for conversion under Illinois law, a plaintiff must allege: “(1) an unauthorized and wrongful assumption of control, dominion, or ownership by defendant over 

plaintiff's personalty; (2) plaintiff's right in the property; 

(3) plaintiff's right to the immediate possession of the property, absolutely and unconditionally; and (4) a demand for 

possession of the property.” Gen. Motors Corp. v. Douglass,

565 N.E.2d 93, 96–97 (Ill. App. Ct. 1990). The parties do not 

appear to dispute that Toll Processing proved the elements 

of conversion under Illinois law. Rather, the parties dispute 

whether Kastalon has a viable affirmative defense to the 

conversion.

Abandonment of property is a defense to conversion. 

“[P]roperty is considered to be abandoned when the owner, 

intending to relinquish all rights to the property, leaves it 

free to be appropriated by any other person.” Bell Leasing 

Brokerage, LLC v. Roger Auto Serv., Inc., 865 N.E.2d 558, 564 

(Ill. App. Ct. 2007). Whether a party has abandoned property

is a question of fact, unless the party’s conduct is so decisive 

and unambiguous that the question can be decided on 

summary judgment as a matter of law. E.g., People v. London, 

831 N.E.2d 1135, 1140–41 (Ill. App. Ct. 2005) (“Abandonment

is primarily a question of intent, inferred from words, objective facts, and other conduct.”); People ex rel. NBD Tr. Co. of 

Ill. v. Village of Hoffman Estates, 600 N.E.2d 58, 61-62 (Ill. App. 

Ct. 1992) (“A party may be found to have abandoned a 

contract when the circumstances or his conduct clearly 
No. 15-3187 7

evidences an abandonment and the acts relied upon must be 

positive, unequivocal, and inconsistent with the existence of 

the contract.”).

Toll Processing argues that the district court “made an 

error of law in determining that Toll Processing abandoned 

the” rolls, because “Kastalon did not put forth any record 

evidence of an intent to abandon by Toll Processing.” Appellant’s Br. at 20, ECF No. 18. According to Toll Processing, 

Kastalon’s only evidence of abandonment “was the mere 

fact that the parties did not communicate about the [r]olls 

between October 2008 and December 2010.” Id. Toll Processing asserts that the following undisputed facts “negate 

an intent to abandon:” Toll Processing was “engaged in 

ongoing negotiations for a joint venture to operate the pickle 

line and that those negotiations were active as late as September 2013,” and Schempp called DeMent “in June 2011 

because Toll Processing was very close to finalizing an 

agreement to re-install the pickle line, and Mr. Schempp 

wanted to get a quote for reconditioning the [r]olls.” Id. at 

20–21.

Intent to abandon property rights is a question of fact, 

and we conclude that the evidence was not sufficient to 

allow the district court to decide on summary judgment that 

Toll Processing intended to abandon the rolls. The fact that 

approximately thirty months passed before Toll Processing 

initiated contact with Kastalon about the rolls did not constitute abandonment as a matter of law. The district court 

concluded to the contrary, relying on three cases involving 

oil and gas leases, in which Illinois courts found that a 

prolonged cessation of drilling operations could amount to 
8 No. 15-3187

abandonment of a lease.2 While those cases involved periods 

similar to the thirty-month period here, each was decided 

after a trial on the merits, not on summary judgment. 

Moreover, the rationale underlying those decisions is inapplicable here. The Illinois courts reasoned that the purpose 

of an oil or gas lease is to obtain production from the land; a 

lessor cannot receive the royalties (the consideration) contemplated under the lease unless the lessee takes consistent 

affirmative actions to produce oil or gas. Pieszchalski v. 

Oslager, 470 N.E.2d 1083, 1089–90 (Ill. App. Ct. 1984). In light 

of the commercial purpose of the lease, the courts held that a 

prolonged cessation of drilling operations could establish 

that the lessee has abandoned the lease, and courts will 

declare leases terminated in order to promote development 

of the land. Id. at 1090 (citing Belden v. Tri-Star Producing Co., 

Inc., 435 N.E.2d 927, 933 (Ill. App. Ct. 1982)). The agreement 

between Toll Processing and Kastalon did not provide for 

payments to Kastalon out of funds received from some 

activity conducted by Toll Processing. The agreement was

only that Kastalon would store the rolls until it received a 

purchase order from Toll Processing to repair or refurbish 

them. Comparing oil and gas leases to the agreement between these two parties is inapposite.

The answer to the question of whether Toll Processing 

abandoned the rolls depends on whether Toll Processing’s 

delay in contacting Kastalon constituted decisive and unambiguous evidence that Toll Processing intended to relinquish 

 2 Spies v. DeMayo, 72 N.E.2d 316 (Ill. 1947); Shannon v. Stookey, 375 

N.E.2d 881 (Ill. App. Ct. 1978); Pieszchalski v. Oslager, 470 N.E.2d 1083 (Ill. 

App. Ct. 1984).
No. 15-3187 9

its rights to them. It is conceivable that a reasonable jury

could determine that the duration of Toll Processing’s 

prolonged silence evidenced its intent to abandon the rolls. 

A reasonable jury also could conclude, however, that Toll 

Processing’s prolonged silence, standing alone, did not 

constitute that decisive and unambiguous evidence of intent 

to abandon. 

There is no evidence in the record that Toll Processing 

acted inconsistently with the parties’ oral agreement that 

Kastalon would store the rolls until Toll Processing submitted a purchase order for their reconditioning. The record 

contains no evidence that anyone from Toll Processing told 

anyone from Kastalon that Toll Processing no longer wanted 

the rolls, or did not plan to use them or sell them. A jury 

could conclude that the work Kastalon voluntarily undertook to wrap and move the rolls—which required Kastalon 

to commit its manpower, if not financial resources—was 

evidence that Kastalon did not think that Toll Processing 

had abandoned the rolls at the time Kastalon performed that

work. These are issues of fact for a jury to decide at trial, not 

for the court to decide on summary judgment. We conclude 

that there was a genuine dispute of material fact as to 

whether Toll Processing abandoned the rolls, such that it 

could not prove a conversion claim.

The district court stated that, even had it not determined 

that Toll Processing abandoned the rolls, the economic loss 

doctrine, known as the Moorman doctrine3 in the Illinois 

courts, barred Toll Processing’s conversion claim. The 

district court acknowledged that there was little law apply-

 3 See Moorman Mfg. Co. v. Nat’l Tank Co., 435 N.E.2d 443 (Ill. 1982).
10 No. 15-3187

ing the Moorman doctrine to conversion claims. It cited to 

one federal district court case, Lansing v. Carroll, No. 11 C 

4153, 2012 WL 4759241 (N.D. Ill. Oct. 5, 2012), in which the

court had applied the economic loss doctrine to bar an ersatz 

conversion claim on summary judgment. The district court 

relied on the Lansing decision to conclude that the Moorman

doctrine barred Toll Processing’s conversion claim in this 

case.

Toll Processing asserts that the district court erred in applying the Moorman doctrine. It argues that the district court 

did not cite to any cases in which an Illinois court had 

applied the Moorman doctrine to bar a conversion claim. 

Appellant’s Br. at 22. It argues that the district court did not 

analyze Moorman, or “address whether Toll Processing’s 

damages constitute purely ‘economic losses’ as defined by 

the Moorman case.” Id. at 25. Toll Processing also argued that 

Kastalon’s duty not to convert the rolls arose from something other than the oral contract between the parties. Id. at 

25-26. In its reply brief, Toll Processing asserted that the noncontractual duty not to convert was a common law duty. 

Appellant’s Reply Br. at 7-10, ECF No. 26. 

Toll Processing is correct that the district court did not 

cite any Illinois case that had applied the Moorman doctrine 

to bar a conversion claim. The federal case the district court 

cited, Lansing, is not clearly dispositive. The district court in 

Lansing determined that the defendants’ counterclaim for 

“conversion” really was a quasi-contract claim. The plaintiffs 

had argued that they were entitled to buy and close on the 

defendants’ property interest under provisions of shareholder and operating agreements. Lansing, 2012 WL 4759241 

at *3. The defendants counterclaimed, arguing that the 
No. 15-3187 11

plaintiffs’ interpretation of those provisions was insupportable. Id. The Lansing court concluded that the defendants’ 

counterclaim for conversion was not really a tort claim; it 

was an iteration of the parties’ dispute over the contract. The 

court was not able to identify any non-contractual duty by

the plaintiffs not to convert. Id. Because the defendants were 

seeking purely economic damages for harm based on “a 

contract-like interest,” the Lansing court applied the Moorman doctrine and barred the defendants’ conversion counterclaim. Id.

As Toll Processing argues, the district court here did not 

consider whether Kastalon had an extra-contractual duty not 

to dispose of the rolls. The Moorman doctrine “limits the 

claims of parties who allege breach of a contract to contractual remedies, rather than tort remedies. Put another way, if 

a plaintiff claims that a defendant breached an obligation 

other than a contractual obligation, the Moorman doctrine 

does not apply.” Trade Solutions Inc. v. Eurovictory Sports, 

Inc., No. 97 CV 1153, 1998 WL 111639 at *4 (N.D. Ill. March 9, 

1998). If Kastalon had a common-law duty not to dispose of 

the rolls that arose from a source other than the contract, the 

Moorman doctrine would not bar Toll Processing’s conversion claim.

Further, there are exceptions to the Moorman doctrine. 

See, e.g., Fireman’s Fund Ins. Co. v. SEC Donohue, Inc., 679 

N.E.2d 1197, 1199-1200 (Ill. 1997). On appeal, Toll Processing 

argued that it was seeking damages “for property loss 

resulting from a sudden occurrence, namely, the unilateral 

and unauthorized disposal of the [r]olls.” Appellant’s Brief 

at 25-26. One of the exceptions to the Moorman doctrine 

occurs “where the plaintiff sustained personal injury or 
12 No. 15-3187

property damage resulting from a tortious event, i.e., a 

sudden or dangerous occurrence ... .” Fireman’s Fund Ins. 

Co., 679 N.E.2d at 1199. The district court did not discuss 

whether any exception to the Moorman doctrine applied 

here.

We will reverse the district court’s grant of summary 

judgment in favor of Kastalon based on the affirmative 

defense of abandonment; there are genuine issues of material fact on that defense, such that neither party is entitled to 

summary judgment on that basis. We remand to the district 

court for further proceedings on the conversion claim.

B. Negligence

The district court granted summary judgment to 

Kastalon on Toll Processing’s negligence claim, finding that 

Kastalon had met its duty to act reasonably with regard to 

the rolls. 

In its motion for summary judgment, Toll Processing argued that it was entitled to a presumption that Kastalon was 

negligent in caring for the rolls, because Toll Processing had 

proven a prima facie case of bailment. R. 85 at 7-8. Under 

Illinois law, a “bailment is the delivery of property for some 

purpose upon a contract, express or implied, that after the 

purpose has been fulfilled, the property shall be redelivered 

to the bailor, or otherwise dealt with according to his directions, or kept until he reclaims it.” Wausau Ins. Co. v. All 

Chicagoland Moving & Storage Co., 777 N.E.2d 1062, 1067 (Ill. 

App. Ct. 2002) (quoting Am. Ambassador Cas. Co. v. Jackson,

692 N.E.2d 717 (Ill. App. Ct. 1998)). “To recover under a 

bailment theory, a plaintiff must establish (1) an express or 

implied agreement to create a bailment; (2) a delivery of the 
No. 15-3187 13

property in good condition; (3) the bailee’s acceptance of the 

property; and (4) the bailee’s failure to return the property or 

the bailee’s redelivery of the property in a damaged condition.” Id. at 1068. 

“Establishing a prima facie case of bailment raises a presumption of negligence by the defendant ... .” Magee v. 

Walbro, Inc., 525 N.E.2d 975, 977 (Ill. App. Ct. 1988). To rebut 

the presumption that the defendant acted negligently, the 

defendant must present evidence “sufficient to support a 

finding of the nonexistence of the presumed fact.” Id., quoting Wright v. Autohaus Fortense, Inc., 472 N.E.2d 593, 596 (Ill. 

App. Ct. 1984). 

In responding to the motion for summary judgment, 

Kastalon argued that Toll Processing never had properly 

asserted a separate cause of action for bailment, and that it 

had “filed an amended pleading that specifically excluded 

bailment.” R. 93 at 8. Kastalon further argued that, even had 

Toll Processing specifically pled bailment, Toll Processing 

could not establish a prima facie case of bailment because 

there was no express contract between the parties, the 

parties contemplated only short-term storage of the rolls, 

some of the rolls were in bad shape when Kastalon received 

them and Toll Processing had abandoned the rolls. Id. at p. 

10.

The district court did not address these arguments. Rather, after recounting Illinois law on bailment, the district 

court stated that, “[f]rom the undisputed facts there seems to 

be an implied bailment, the rolls were delivered, and not 

returned.” Toll Processing Services, LLC v. Kastalon, Inc. and 

Kastalon Polyurethane Products, 2015 WL 5179685, at *5 (N.D. 

Ill. Sept. 4, 2015). Apparently concluding that Toll Processing 
14 No. 15-3187

was entitled to a rebuttable presumption of negligence, the 

court turned to the proposition that Illinois law requires a 

bailee to “exercise reasonable care under the circumstances.” 

Wausau Ins. Co., 777 N.E.2d at 1068 (citing Ortiz v. Warren 

Chevrolet, Inc., 321 N.E.2d 77, 79 (Ill. App. Ct. 1974). Citing 

Wausau Ins. Co., the court stated, “[w]hether a bailee exercised reasonable care under the circumstances is ordinarily a 

question of fact, but may be decided as a matter of law on 

summary judgment if the undisputed facts conclusively 

demonstrate that the bailee has exercised its duty.” Toll 

Processing Services, LLC, 2015 WL 5179685, at *5. The district 

court concluded that because the parties had not agreed on 

how long Kastalon was obligated to store the rolls, “it was 

reasonable for Kastalon, which is not a storage facility, to 

conclude that Toll Processing had abandoned the rolls after 

thirty-two months with no contact.” Id. Having decided that 

Kastalon had met its duty of care, the court found against 

Toll Processing and in favor of Kastalon on the negligence 

claim.

The district court paraphrased Ortiz’s discussion of when 

it is appropriate for a trial court to decide the factual question of reasonable care on summary judgment. The Ortiz

court said, 

The defendant is correct in pointing out that 

the presumption of negligence which arises on 

proof of delivery of property to a bailee in 

good condition and its redelivery in damaged 

condition merely shifts the burden of going 

forward with the evidence, and disappears upon the production of any evidence of the bailee’s having exercised due care. The defendant 
No. 15-3187 15

correctly observes, further, that a bailee for hire 

is not an insurer of the bailed property, although obligated to exercise reasonable care 

under the circumstances. However, whether a 

bailee has met the burden of showing that 

damage to the bailed property occurred without the bailee’s fault is ordinarily a question of 

fact for the trier of fact.

Ortiz, 321 N.E.2d at 79-80 (citations omitted).

The district court appears to have concluded that Toll 

Processing put forth a prima facie case of bailment, and that 

as a result, the burden of proof on negligence shifted from 

Toll Processing to Kastalon. The court did not, however, 

discuss what evidence, if any, Kastalon had produced to 

demonstrate that the loss of the rolls was not due to 

Kastalon’s failure to exercise reasonable care. Rather, the 

court concluded—as it had in the context of the conversion 

claim—that the lapse of over thirty months without communication from Toll Processing, coupled with the fact that 

Kastalon was not a storage facility, proved that Kastalon had 

acted reasonably in disposing of the rolls. We disagree, and 

reverse the district court’s grant of summary judgment in 

favor of Kastalon on the negligence claim. Given the sparse 

analysis of the bailment issue, we cannot conclude that the 

district court should have granted summary judgment in 

favor of Toll Processing on this claim.

C. Breach of Contract

The district court granted summary judgment in favor of 

Kastalon on Toll Processing’s breach of contract claim, 
16 No. 15-3187

because it found that the oral agreement between the parties 

did not have a specific duration, and lacked consideration. 

Under Illinois law, oral agreements are enforceable “so

long as there is an offer, an acceptance, and a meeting of the 

minds as to the terms of the agreement.” Bruzas v. Richardson, 945 N.E.2d 1208, 1215 (Ill. App. Ct. 2011). To be enforceable, such an oral agreement must be sufficiently definite as 

to its material terms. Wait v. First Midwest Bank/Danville, 491 

N.E.2d 795, 801 (Ill. App. Ct. 1986). The parties do not dispute that the duration of Kastalon’s obligation to store the 

rolls was a material term of their agreement; their dispute 

relates to the length of the duration.

The district court found that there was no meeting of the 

minds as to how long Kastalon agreed to store the rolls. Toll 

Processing argued that Kastalon agreed to store the rolls 

until Toll Processing issued a purchase order for Kastalon to 

refurbish the rolls—whenever that might be. Kastalon 

confirmed that it had agreed to store the rolls until Toll 

Processing found a location for the pickle line and issued the 

purchase order for the refurbishment of the rolls, but insisted that this was to be for a short time—a period of three or 

four months. This discrepancy, the district court found, 

showed that the parties did not have a mutual understanding as to the duration of the storage agreement. 

The district court also found that Kastalon received no 

consideration for assuming the risk that Toll Processing 

might never issue a purchase order, and concluded that this 

lack of consideration rendered the agreement illusory and 

unenforceable. Because “there was nothing to bind Toll 

Processing,” the district court granted summary judgment in 
No. 15-3187 17

Kastalon’s favor as to Toll Processing’s breach of contract 

claim. Toll Processing Services, LLC, 2015 WL 5179685, at *5.

On appeal, Toll Processing argues that “the parties’ conduct established an agreement on the material terms, and the 

undisputed facts of record established that there was consideration to support the agreement.” Appellant’s Brief at 28.

Toll Processing also argues that the district court erred 

because the duration of the contract either was tied to the 

reinstallation of the pickle line, or presented a genuine 

dispute of material fact regarding the parties’ mutual intent. 

Kastalon responded that Sander—Toll Processing’s inside counsel—admitted that the parties did not reach an 

agreement that Kastalon was to hold the rolls indefinitely, 

and that he admitted that the alleged oral agreement placed 

no obligations on Toll Processing other than to advise 

Kastalon that it had received a purchase order for the pickle 

line and was ready to proceed with work involving the rolls.

According to Kastalon, the spare and vague terms of this 

oral agreement were too indefinite to be enforced under 

Illinois law.

Kastalon’s expectation that Toll Processing would hire it 

to repair and refurbish the rolls constitutes consideration. 

But we conclude that the district court correctly entered 

judgment in Kastalon’s favor as to Toll Processing’s breach 

of contract claim, because the evidence shows that the 

parties did not have a mutual understanding that Kastalon 

would store the rolls indefinitely. 

The duration of the agreement was to be determined by 

the date on which Toll Processing issued a purchase order to 

Kastalon to repair and refurbish the rolls for use in the 
18 No. 15-3187

newly installed pickle line.4 When Kastalon agreed to store 

the rolls, however, Toll Processing did not know when—or 

even if—it would issue that purchase order. The parties 

hoped and anticipated that Toll Processing would issue the 

purchase order within months, but Toll Processing conceded 

that it was possible it might never have issued a purchase 

order. Even Sander agreed that it would not have been 

reasonable to expect Kastalon to store the rolls forever. And 

Schempp (the consultant on the pickle line project) could not 

explain what would have happened to Kastalon’s obligation 

to store the rolls if Toll Processing never had issued a purchase order.

The district court correctly determined that the undisputed facts showed that the parties “perhaps ... attempt[ed] to 

formulate a contract,” but that they did not reach a mutual 

understanding that Kastalon would store the rolls for any 

certain period of time, let alone indefinitely. Id. Perhaps due 

to the parties’ belief that the pickle line would be re-installed 

within a period of months, the storage agreement was not 

reduced to writing. Even though “the plaintiff might have 

been comfortable with proceeding somewhat informally in 

its dealings with defendant, it cannot later expect the court 

to complete the negotiation process and arrive at terms on its 

behalf.” Doyle’s Const. & Remodeling, Inc. v. Wendy’s Int’l, Inc., 

144 F. Supp. 2d 969, 974 (N.D. Ill. 2001) (citing J.F. McKinney 

 4 The Illinois Supreme Court has held that “the duration of an 

agreement may be determined from a consideration of the agreement as 

a whole,” or can be “inferred based on custom in the area ... .” Wait, 491 

N.E.2d at 801 (citations omitted). The agreement here is too sparse for 

that remedy, and given the unique circumstances, there is no evidence in 

the record of “custom.”
No. 15-3187 19

& Assocs., Ltd. v. Gen. Elec. Inv. Corp., 183 F.3d 619, 622 (7th 

Cir. 1999)). We affirm the district court’s grant of summary 

judgment in Kastalon’s favor (and denial of summary judgment to Toll Processing) on Toll Processing’s contract claim, 

because the parties’ oral storage agreement was not sufficiently definite as to duration, a material term of the oral 

agreement.

III. Conclusion

We reverse the district court’s grant of summary judgment in favor of Kastalon on Toll Processing’s conversion 

claim, reverse the grant of summary judgment in favor of 

Kastalon on the negligence claim, and affirm the district 

court’s grant of summary judgment as to Toll Processing’s 

breach of contract claim. We remand to the district court for 

further proceedings consistent with this decision.

AFFIRMED IN PART, REVERSED IN PART, AND REMANDED.