Amit Patel v. CBRE, Inc. ( 2020 )


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  •                         NONPRECEDENTIAL DISPOSITION
    To be cited only in accordance with Fed. R. App. P. 32.1
    United States Court of Appeals
    For the Seventh Circuit
    Chicago, Illinois 60604
    Submitted February 24, 2020*
    Decided February 25, 2020
    Before
    DIANE P. WOOD, Chief Judge
    WILLIAM J. BAUER, Circuit Judge
    MICHAEL B. BRENNAN, Circuit Judge
    No. 19‐2594
    AMIT PATEL,                                     Appeal from the United States District
    Plaintiff‐Appellant,                       Court for the Northern District of Illinois,
    Eastern Division.
    v.                                        No. 16‐cv‐10497
    CBRE, INC.,                                     Charles R. Norgle, Sr.,
    Defendant‐Appellee.                       Judge.
    ORDER
    Amit Patel, the sole shareholder of a dissolved Illinois corporation, settled a
    breach‐of‐contract lawsuit against his company’s former landlord, 55 East Monroe
    Investors IV, LLC (operated by Glenstar, a management company, which we need not
    refer to separately again). Shortly after the settlement, Patel, as the assignee of his
    company’s rights, sued CBRE, Inc., the landlord’s leasing agent, alleging that it
    * We have agreed to decide this case without oral argument because the briefs
    and record adequately present the facts and legal arguments, and oral argument would
    not significantly aid the court. FED. R. APP. P. 34(a)(2)(C).
    No. 19‐2594                                                                         Page 2
    tortiously interfered with his lease by inducing the landlord to breach it. The district
    court entered summary judgment in favor of CBRE. Because Patel’s claim against CBRE
    was released by the settlement agreement, we affirm the judgment.
    In 2010, Patel leased a retail space to operate a coffee shop. CBRE negotiated the
    lease for the landlord. Within a year, Patel sought a sublettor. As was his right under
    the lease, he proposed several potential candidates for the landlord’s approval. The
    landlord, however, rejected them. Around this time, CBRE began to market the
    premises to find a new tenant. CBRE received a proposal that was more valuable to the
    landlord than Patel’s lease and forwarded the details to the landlord. The landlord
    continued to reject Patel’s proposed sublettors, so Patel eventually surrendered the
    space, and the landlord re‐let the space.
    Patel sued the landlord in state court, claiming breach of contract and fraudulent
    inducement for refusing to allow him to sublet the premises. The landlord filed
    counterclaims, contending that Patel breached the lease and failed to pay rent. The
    parties eventually settled. The settlement agreement includes the following release:
    The Parties hereby unconditionally release and forever discharge each
    other as well as their past, present and future directors, shareholders,
    officers, employees, attorneys, consultants, agents, administrators,
    representatives, customers, and insurers, and any parent, subsidiary or
    affiliated entity, and all persons acting by, through, under or in concert with
    them … from and against any and all claims … based on or arising out of
    the Settled Claims ….
    A few months after signing the settlement agreement, Patel sued CBRE in federal
    court (invoking jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332).
    He alleged that CBRE tortiously interfered with his lease by inducing the landlord to
    breach it. The district court entered judgment in favor of CBRE, concluding that CBRE
    was as an agent or representative of the landlord and thus included in the release in the
    settlement agreement. Even without the release, the court continued, Patel’s tortious
    interference claim failed on the merits because CBRE, as an agent of the landlord, was
    conditionally privileged to interfere with the landlord’s lease.
    On appeal, Patel contends that the release provision of the settlement agreement
    is ambiguous and that extrinsic evidence clarifies that he and the landlord did not
    intend to release any claims against CBRE. We review the district court’s interpretation
    No. 19‐2594                                                                             Page 3
    of the contract de novo. SAMS Hotel Grp., LLC v. Environs, Inc., 
    716 F.3d 432
    , 434
    (7th Cir. 2013). A release of legal claims is governed by contract law—here, the parties
    agree, the law of Illinois. Hanover Ins. Co. v. N. Bldg. Co., 
    751 F.3d 788
    , 792 (7th Cir. 2014).
    When a written agreement is clear and explicit, a court must enforce the agreement as
    written. Rakowski v. Lucente, 
    472 N.E.2d 791
    , 794 (Ill. 1984). If the agreement is
    ambiguous, the court must determine the parties’ intent with extrinsic evidence. Farm
    Credit Bank v. Whitlock, 
    581 N.E.2d 664
    , 667 (Ill. 1991). A contract is ambiguous if it can
    be understood in more than one sense. 
    Id. Patel first
    argues that the release in the settlement agreement is ambiguous
    because the claims it releases are unidentifiable. But the agreement releases only claims
    “based on or arising out of the Settled Claims.” And the parties to the agreement
    defined the “Settled Claims” as “all currently‐existing claims against each other, known
    or unknown, including but not limited to the Claims [defined in Recital F], and also any
    claims that were or could have been asserted in this Litigation.” Thus, the release
    identifies the claims it pertains to: any that are based on or arise from claims that were
    or could have been brought in the litigation between Patel and the landlord over the
    broken lease.
    Patel’s suggestion that the release had to refer expressly to a tortious interference
    claim is incorrect: that level of specificity is not required. See Thornwood, Inc. v. Jenner &
    Block, 
    799 N.E.2d 756
    , 763–64 (Ill. App. Ct. 2003) (release of “claims related to” breach of
    fiduciary duty applied to claims of fraud and aiding and abetting breach of fiduciary
    duty); Gavery v. McMahon & Elliott, 
    670 N.E.2d 822
    , 825–26 (Ill. App. Ct. 1996) (release of
    claims relating to violation of non‐competition agreement applied to subsequent claim
    of failure to advise about validity of agreement). Patel’s claim against CBRE arises
    directly from the landlord’s alleged breach of the lease: that breach is a crucial element
    of the tortious interference claim. See 1550 MP Rd. LLC v. Teamsters Local Union No. 700,
    
    91 N.E.3d 444
    , 466 (Ill. App. Ct. 2017) (overruled on other grounds). Thus, Patel’s claim
    comfortably lands in the scope of those covered by the release. See, e.g., Goodman v.
    Hanson, 
    945 N.E.2d 1255
    , 1268 (Ill. App. Ct. 2011) (plaintiff’s subsequent malpractice
    action barred by settlement that released claims relating to administration of estate);
    
    Thornwood, 799 N.E.2d at 763
    –64.
    The remaining question, then, is whether the release extends to CBRE. Patel
    contends that the settlement agreement released only claims between him and the
    landlord because they are the only parties to the agreement. But a release does not need
    to specifically name a tortfeasor for that tortfeasor to be discharged. Polsky v. BDO
    No. 19‐2594                                                                         Page 4
    Seidman, 
    688 N.E.2d 364
    , 370 (Ill. App. Ct. 1997); see also Farmers Auto. Ins. Assʹn v.
    Wroblewski, 
    887 N.E.2d 916
    , 924 (Ill. App. Ct. 2008). Rather, “the designation of a class of
    persons in a release can satisfy the … requirement of specific identification.” 
    Polsky, 688 N.E.2d at 370
    ; see also Cummings v. Beaton & Assocs., Inc., 
    618 N.E.2d 292
    , 322–24
    (Ill. App. Ct. 1992). Here, the agreement released classes of people, including the
    landlord’s “employees, attorneys, consultants, agents, administrators, [and]
    representatives,” from the covered claims. CBRE was the landlord’s retail broker from
    the time Patel and the landlord (represented by CBRE) negotiated the lease through the
    lease being broken. Based on the plain language of the release, therefore, CBRE falls
    within a class of persons covered—if not as “agent” or “representative,” then at least as
    a person “acting by, through, under or in concert with” the landlord. See 
    Wroblewski, 887 N.E.2d at 924
    (“[T]he terms ‘agents’ and ‘employees’ are classes that sufficiently
    identify Drolet because she is a member of those classes.”); 
    Cummings, 618 N.E.2d at 324
    (While the … defendants were not parties to the … settlement agreement and release,
    their general existence and role … was known and … intended to be included in the
    release under the ‘agent’ rubric.”).
    Because we agree with the district court that the settlement agreement released
    Patel’s tortious interference claim against CBRE, we do not address its alternative
    holding on the merits of Patel’s claim.
    AFFIRMED