DeGeer

Filing 314

MEMORANDUM Opinion and Order Signed by the Honorable Elaine E. Bucklo on 1/19/2012:Mailed notice(ca, ).

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION

)
)
)
Plaintiff,
)
)
v.
)
M. SCOTT GILLIS; JOSEPH R. SHALLECK; )
)
and LEROY J. MERGY,
)
)
Defendants.
)
RANDALL S. DEGEER,

No. 09 C 6974

MEMORANDUM OPINION AND ORDER
Now before me are cross motions for summary judgment in this
hard-fought dispute, which arises out of the parties’ relationship
with each other and with their erstwhile employer, Huron Consulting
Services.

Plaintiff moves for summary judgment on his breach of

contract, breach of partnership agreement, and breach of fiduciary
duty claims, and on all of defendants’ counterclaims, which assert
breach of joint venture agreement, breach of fiduciary duty,
tortious interference with business expectancy, and breach of nondisclosure agreement.
of

plaintiffs’

Defendants move for summary judgment on all

claims,

which

include,

in

addition

to

those

identified above, claims for promissory estoppel and for quantum
meruit. For the reasons that follow, I grant both motions in part.
I.
Defendants are the founders of a management consulting firm

1

called Galt & Company, which operated independently until it was
acquired by, and became a division of, Huron Consulting Services
through an Asset Purchase Agreement (“APA”) signed in March of
2006. At that point, defendants became employees of Huron pursuant
to their respective Senior Management Agreements (“SMAs”) with the
firm, but they continued to conduct the day-to-day business of
Galt, as a division of Huron, with autonomy.
In early July of 2006, the parties negotiated an agreement for
plaintiff to join them in managing the Galt practice, and later
that month plaintiff likewise became a Managing Director of Huron
pursuant to his own SMA with Huron.

The parties agree that

plaintiff had “two separate and distinct agreements” governing his
relationship with defendants, on the one hand, and with Huron, on
the other. See, e.g., 03/01/2011 Gillis Dep. at 53:3-6 (DN 306-1);
PX 6 (DN 248-4); see also Def.’s Opp. at 2 (DN 282) (agreeing that
in addition to plaintiff’s employment agreement with Huron, a
“separate partnership agreement” existed among the parties). There
is a fundamental dispute, however, over whether the agreement among
the parties established a partnership entitling each of the parties
to an annual distribution of Galt’s profits (plaintiff’s view), or
instead a joint venture (i.e., “a partnership carried on for a
single enterprise,” Ioerger v. Halverson Constr. Co., Inc., 902
N.E.2d 645, 648 (Ill. 2009)), which did not entitle plaintiff
generally to share in the firm’s profits, but merely entitled him

2

to accrue “phantom equity” in the proceeds of a future “capital
event” (defendants’ view).
II.
Summary judgment is proper where “the pleadings, depositions,
answers to interrogatories, and admissions on file, together with
the affidavits, if any, show that there is no genuine issue as to
any material fact and that the moving party is entitled to a
judgment as a matter of law.” Fed.R.Civ.P. 56(c). The moving party
bears the burden of demonstrating the absence of a genuine issue of
material fact. Celotex Corp. v. Catrett, 477 U .S. 317, 323 (1986).
When a summary judgment motion is made and supported by evidence as
provided in Rule 56(c), however, the nonmoving party may not rest
on mere allegations or denials in its pleadings but “must set forth
specific facts showing that there is a genuine issue for trial.”
Fed.R.Civ.P. 56(e).
A

genuine

issue

of

material

fact

exists

if

“there

is

sufficient evidence favoring the nonmoving party for a jury to
return a verdict for that party.” Anderson v. Liberty Lobby, Inc.,
477 U.S. 242, 249 (1986).

Some alleged factual dispute that does

not rise to a genuine issue of material fact will not alone defeat
a summary judgment motion. Id. at 247-48.
As the parties’ prolix and exhibit-laden submissions suggest,1

1

Defendants criticize plaintiff for what they characterize
as unnecessarily lengthy submissions and reliance on documents
that are not relevant to plaintiff’s claims. It is true that
3

there are too many factual disputes at too many levels for summary
disposition of plaintiff’s first three claims to be appropriate.
To begin with, whether the parties’ relationship constituted a
partnership or a joint venture is a question of fact, see Peterson
v. Prince, 430 N.E. 2d 297, 300 (Ill. App. Ct. 1981)(existence of
a partnership “normally a question of fact for the fact finder”),
and “[w]hether the alleged partners share profits is the essential
test” of a partnership.

Barratt v. Implementation Specialists for

Healthcare, No. 99 C 3514, 1999 WL 967513, at *1 (N. D. Ill. Oct.
6, 1999) (Gettleman, J.)(citing Rizzo v. Rizzo, 120 N.E. 2d 546,
551 (1954)).

Having reviewed the extensive record in this case, I

conclude that a reasonable jury could agree with either side’s view
of the nature of the parties’ relationship.
The record reflects a genuine, material dispute as to whether
the parties agreed that plaintiff’s incentive compensation would be
calculated as a portion of the same residual profit pool as

plaintiff pushes the limits of L.R. 56.1 with lengthy and
compound factual statements, and that his exhibits in support of
his motion (which seeks summary judgment not only of his own
claims but of defendants’ counter-claims) number no fewer than
203. Nevertheless, defendants’ response to plaintiff’s motion
relies on an oversize brief and includes four volumes of exhibits
(A through EEEE), which presumably would not be necessary if
plaintiff’s submissions were truly immaterial to the issues he
presents. I note in passing that it would have been helpful if
both sides had, in their briefs and factual statements, cited to
the exhibits by reference to the numbers or letters attributed to
them in their index of supporting documents (“Exh. A to Def.’s
Stmt. of Fact”), rather than in some other fashion, such as the
exhibit number the document was given during the exhibit of a
particular witness (“Romberger Dep. Ex. 20").
4

defendants’
according

incentive

to

an

compensation

objective,

and

agreed-upon

distributed

annually

formula,

whether,

or

instead, it was calculated out of a distinct, discretionary, “Galt
bonus

pool,”

from

which

the

bonuses

of

all

Galt

employees,

including plaintiff, were calculated prior to determining the
firm’s residual profit, which was then shared only by defendants.
The former view is reasonably supported by, e.g., a 02/21/2007
email from Gillis to DeGeer, Shalleck, and Mergy (“[t]he next step
is to get final costs and earn-out calculations from Huron so we
know exactly our total partner profits.

Those profits will be

distributed in proportion to the revenue attribution splits”), PX
22 (DN 248-14); PX 24 (DN 248-16); and the 02/24/2011 DeGeer Dep.
at 222-225 (DN 302-1)).

The latter view, meanwhile, is reasonably

supported by, e.g., a 07/04/2006 email from DeGeer to Gillis, Exh.
7 to the 02/24/2012 DeGeer Dep. (“[w]ith no upside performance
incentive, any revenues I help generate over the next four years
will only benefit Huron”), Beck Decl., Exh. K (DN 256-13); and the
05/12/2011

Shalleck

Dep.

at

64:9-67:3,

75:3-8

(“we

were

not

splitting the profit pool. We were paying bonuses to all employees
and Mr. DeGeer from the bonus pool, and then residual profits were
split among the owners of the LLC.”)(DN 308-3)).

Accordingly, the

factual record does not permit me to conclude, as a matter of law,
either that the parties’ agreement entitles plaintiff to the
specific amount of incentive compensation he claims, or that

5

plaintiff is not entitled to those amounts.2
Defendants’ various legal arguments for summary judgment of
plaintiff’s first three claims are unavailing.

Their previously

rehearsed argument that plaintiff’s SMA supersedes and contradicts
the parties’ separate agreement fails for reasons I discussed in my
Memorandum Opinion and Order of April 21, 2010.
707 F. Supp. 2d 784, 792 (N.D. Ill. 2010).
to

defendants’

argument

that

DeGeer v. Gillis,

There is also no merit

plaintiff’s

reference

to,

and

attachment of, his SMA to his complaint in this case constitutes a
judicial

admission

that

defendants

properly

exercised

their

discretion in withholding the compensation to which plaintiff
claims entitlement.

Under plaintiff’s theory of the case, his SMA

is not inconsistent with the terms of the parties’ agreement.
Accordingly, defendants’ judicial estoppel argument also rings
hollow.

For the same reason, and because plaintiff does not rely

on the SMA in any material respect, the parties’ disagreement over
whether defendants are third party beneficiaries of plaintiff’s SMA
is immaterial: even assuming defendants are entitled to enforce
that agreement, its enforcement does not warrant summary judgment
of plaintiff’s claims in defendants’ favor.

2

Lal v. Naffah, 500 N.E. 2d 699 (Ill. App. Ct. 1986), cited
by defendants, does not compel a contrary conclusion, since the
factual record in that case made it plain that the parties had
not reached a meeting of the minds as to whether the plaintiff
was entitled to share profits. The record in this case is not
nearly so clear.
6

I

am

likewise

unpersuaded

by

defendants’

argument

plaintiff’s claims are barred by the statute of frauds.

that
Among

other reasons, plaintiff points to evidence that the parties agreed
to revisit, “as an annual exercise,” their agreement regarding
their “partner attribution and distribution formula.” PX 41.3 This
evidence lends support to plaintiff’s argument that the parties’
2006 agreement was re-confirmed each year, and was thus capable of
being performed within a year.
I do conclude, however, that summary judgment of plaintiff’s
alternatively-pleaded claims for promissory estoppel and quantum
meruit is appropriate in view of the undisputed existence of an
express contract governing the parties’ relationship.

In an

earlier opinion in this case, I noted that “[p]romissory estoppel
is meant for cases in which a promise, not being supported by
consideration, would be unenforceable under conventional principles
of contract law. When there is an express contract governing the
relationship out of which the promise emerged, and no issue of
consideration,

there

is

no

gap

3

in

the

remedial

system

for

PX 41, while included in the courtesy copy of plaintiff’s
summary judgment filings that was delivered to the court, appears
to have been omitted from plaintiff’s electronic filings. Since
defendants refer to the contents of this exhibit in their
opposition to plaintiff’s motion, they do not appear to have been
prejudiced by plaintiff’s oversight, which I will excuse in this
instance. But plaintiff’s counsel is directed to file the
missing exhibit electronically forthwith, and is further
admonished to exercise greater care to ensure that all documents
on which it relies are properly filed on the court’s docket.
7

promissory estoppel to fill.”

DeGeer v. Gillis, 707 F. Supp. 2d

784, 797 (N.D. Ill. 2010) (quoting All–Tech Telecom, Inc. v. Amway
Corp., 174 F.3d 862, 869 (7th Cir. 1999)).

I likewise held that a

quantum meruit claim cannot be pursued where the parties have
entered into an express contract, 707 F. Supp. 2d. at 798-99, which
they have undisputedly done in this case.4
Turning now to defendants’ counterclaims, I conclude that
summary judgment of each claim is appropriate.

As to the first

claim, even assuming that the parties’ agreement was for a joint
venture to participate in “the next Galt capital event,” and that
plaintiff’s unilateral withdrawal from the joint venture was, as
defendants insist, wrongful pursuant to 805 ILCS 206/602(b),5 I
nevertheless agree with plaintiff that the undisputed evidence
reveals that neither plaintiff’s “dissociation” from the joint
venture, nor indeed his dispute with defendants over the payment of
incentive compensation, caused the failure of the “Galt capital
event” the parties anticipated in their agreement. That is, the
evidence does not support defendants’ claim that they were injured

4

Plaintiff tacitly concedes that undisputed evidence of his
express agreement with defendants precludes both of these claims:
his response to defendants’ argument on this point is limited to
his observation that the SMA is not the basis for his claims. He
is silent, however, as to the parties’ separate agreement.
5

The statute states: “A partner’s dissociation is wrongful
only if...in the case of a partnership for a definite term or
particular undertaking, before the expiration of the term or the
completion of the undertaking: (i)the partner withdraws by
express will....”
8

by plaintiff’s alleged breach.
The Huron board members who were involved in the decisionmaking process as to whether and how to extend the Galt-Huron
relationship beyond the “earn-out” period covered by the 2006 APA-George Massaro, Gary Holdren, Mary Sawall, and Jim Roth–-all
testified that they had no knowledge that plaintiff had said or
done anything to interfere in the negotiations between Galt and
Huron.

E.g.

03/07/2011

Sawall

Dep.

at

218:18-21

03/10/2011 Roth Dep. at 97:18-22 (DN 308-1).

(DN

308-2);

Meanwhile, these

witnesses testified to a multitude other issues that resulted in an
“impasse” in negotiations between Galt and Huron, including the
Huron board’s belief that the up-front payments and other terms
Gillis proposed on Galt’s behalf were unacceptable and far-fetched,
see 03/23/2011 Holdren Dep. at 98:21-23 (DN 306-2)(“[the Huron
board] just didn’t like the – they didn’t like the amount and they
didn’t like anything about it, really”); 03/10/2011 Roth Dep. at
44:24-45:1 (DN 308-1) (Gillis proposal “so far off the charts it
wasn’t really something we considered at all”); Massaro Dep. at
21:2-14

(“sizeable

upfront

payments...just

didn’t

make

sense

economically or work consistent with the business model we were
trying to develop”), and that it would be “very problematic” for
Huron to “set a precedent for buying back companies that we already
bought” (03/10/2011 Roth Dep. at 23:12-15 (DN 308-1); see also
Holdren Dep. at 82:6 (“we could not repurchase the company again”),

9

83:21-22 (“I had been advised by my team that we can’t repurchase
the company.

We own the company already.

already own back again.”)

Can’t buy something you

In short, the “capital event” the

parties envisioned with Huron, in which they hoped to cash in on
“phantom equity” through a transaction “similar to those provided
in the March 2006 APA,” Def.’s Opp. at 22 (DN 276), was not
something Huron was willing to consider, regardless of any dispute
over plaintiff’s entitlement to Galt’s profits.

Indeed, Roth

testified that the parties’ dispute was not a matter that Huron
would be involved in. 03/10/2011 Roth Dep. at 45:20-22 (DN 308-1).
Defendants’ response to this evidence is to argue that the
Huron board was “motivated to continue to negotiate an extension
deal,” but that plaintiff’s “breach and subsequent misconduct
“completely derailed” the negotiations.
276).

Def.’s Opp. at 23 (DN

But however “motivated” the Huron board may have been to

negotiating a deal with Galt, defendants offer no evidence to
controvert the undisputed testimony that Huron was unwilling to
consider any deal on terms that would have amounted to a “capital
event” for Galt.6

Moreover, defendants’ putative evidence that

6

In this connection, defendants point to evidence supporting
their argument that the Huron board was willing to consider upfront payments of various amounts, followed by annual “earn-out”
payments. See, e.g., Holdren Dep. 37, Exh. LL to Def.’s Resp. To
Pl.’s Stmt. of Facts (DN 281-38). I note that the document in
question refers to the proposed up-front payment as a “retention
bonus,” and the proposed earn-out with a “clawback.” Because
this is consistent with the uncontroverted testimony of Huron’s
board members that any payments to Galt to extend the Galt-Huron
10

plaintiff’s withdrawal from the joint venture interfered with
negotiations boils down to plaintiff’s own statements, such as in
an email to Gillis in which plaintiff stated that Holdren-–then CEO
of Huron–-“would like us to resolve our pay disagreement quickly so
we can move forward.”

Def.’s Opp. at 24 (DN 282), citing Exh. 42

to 05/23/2011 DeGeer Dep. (DN 281-19).
testified,

“[w]e

would

have

done

But Holdren himself
a

deal

without

[plaintiff]...[u]nder the right terms.” 03/22/2011 Holdren Dep. at
148:16-18 (DN 306-2).

In short, the record as a whole simply does

not support either defendants’ contention that the parties’ dispute
“h[e]ld the negotiation of an extension agreement hostage,” Def.’s
Opp. at 25 (DN 282), or their claim of injury based on plaintiff’s
decision to withdraw from the parties’ putative joint venture.7
The theory defendants advance in support of their breach of
fiduciary duty claim is long on nefarious-sounding allegations but
similarly short on evidence, and it is not supported by the
authorities defendants cite.

The substance of their claim is that

plaintiff: 1) interfered with the negotiations of a Galt extension
agreement with Huron; 2) engaged in “competing negotiations” for

relationship would have to be in the nature of compensation,
rather than in the nature of an asset purchase or buyback (i.e.,
a capital event), it is scant support for defendants’ position.
7

Although defendants insist that the transaction anticipated
to occur between Galt and Huron in 2010 was not the only “Galt
capital event” contemplated by the parties’ agreement, they do
not identify any other transaction that they claim would have
gone forward absent plaintiff’s alleged breach.
11

his own continued employment at Huron; and 3) secretly engaged in
the

solicitation

of

Galt

client

opportunities

“belonging

to

Defendants” from the time he “quit working for the Galt practice”
to the time he left Huron.

Def.’s Opp. at 28-29 (DN 276).

The

first of these allegations is without support in the record, as
discussed above.
allegation

that

The record is similarly at odds with defendants’
plaintiff’s

negotiations

for

his

continued

employment at Huron “competed” with the Galt-Huron negotiations.
The uncontroverted evidence is that the Huron board was unwilling
to repurchase Galt, and that Huron had reached an impasse in its
negotiations with Gillis for reasons unrelated to the parties’
dispute. Moreover, Huron’s CFO affirmatively testified that he did
not view plaintiff’s proposal as being “in competition with Mr.
Gillis’s proposal.”

03/10/2011 Rojas Dep. at 26:9-17 (“I didn’t

view it as competition.

I viewed it as what type of business he as

a managing director would have at Huron.”) See also 03/27/2001
Holdren Dep. at 181:14-16 (“Q: And you did not consider [plaintiff]
as an alternative to extending the Galt relationship? A: Not
really.”)(DN 306-2).
there

is

no

basis

In view of this uncontroverted evidence,
for

defendants’

argument

that

plaintiff’s

employment negotiations with Huron were at the expense of the
parties’ putative joint venture to achieve a “capital event”
between Galt and Huron, or that plaintiff breached any duty he may
have had to work loyally toward that event.

12

Neither of the cases

defendants cite–-Bakalis v. Bressler, 115 N.E. 2d 323 (Ill. 1953),
E.J. McKernan Co. v. Gregory, 623 N.E. 2d 981 (Ill. App. Ct.
1993)–-remotely approximates the factual scenario of this case, and
neither supports the strained theory that plaintiff’s employment
negotiations
interfered

with

nor

his

employer

competed

with

for

the

a

position

objective

of

that

neither

the

parties’

agreement somehow amounts to a breach of his fiduciary duty to
defendants.
As

for

defendants’

argument

that

plaintiff

improperly

solicited Galt client opportunities during his tenure at Huron, the
argument makes little sense in view of the fact that Huron owned
Galt at that point, so any opportunities putatively belonging to
Galt in fact belonged to Huron.

Moreover, as a Huron employee,

plaintiff arguably had not only an entitlement but an obligation to
pursue such opportunities, regardless of whether defendants were
aware that he was doing so.

Again, defendants’ cited authorities

are not to the contrary.8

8

To the extent defendants argue that plaintiff continued to
pursue opportunities belonging to Galt after his departure from
Huron, their argument boils down to a single clause (plaintiff
solicited Galt opportunities from May 2009 “until he left Huron
to join a direct competitor, where he continued his wrongful
solicitation of those prospective Galt clients”)(emphasis
supplied), support for which is putatively found in a
presentation dated Dec. 10, 2009, to a company I am left to
presume (in the absence of specifically identified evidence) was
a Galt client, see Exh. 20 to 06/02/2011 Romberger Dep., Exh. TTT
to Def.’s Resp. To Pl.’s Stmt. Of Facts (DN 281-72), and some
other document that, while cited, is not, as far as I can tell,
in the record. See Exh. 29 to 06/23/2011 Romberger Dep. This
13

Defendants’
analysis.

third

and

fourth

counterclaims

merit

little

Defendants do not cite a shred of affirmative evidence

identifying a single business opportunity lost to Galt as a result
of improper conduct by plaintiff (with the exception of the hopedfor

“capital

contenting

event”

with

themselves

Huron,

instead

to

discussed
object

at
to,

length
or

above),

dispute

as

unsupported, plaintiff’s argument that he engaged in no conduct
that would support this claim. Essentially conceding their lack of
evidence, defendants insist that plaintiff’s “principal wrongdoing
here was his concealment from Defendants of otherwise proper
marketing activities.”

Def.’s Opp. at 32.

If this is defendants’

theory, however, it belongs elsewhere than in their tortious
interference counterclaim, which they acknowledge requires, “(1) a
reasonable

expectation

of

entering

into

a

valid

business

relationship; (2) defendant’s knowledge of plaintiff’s expectancy;
(3) defendant’s purposeful interference to defeat the expectancy;
and (4) damages.” Id., citing LaSalle Bank v. Moran Foods, Inc.,
477 F. Supp. 2d 932, 939 (N.D. Ill. 2007).

In any event,

defendants’ reliance on plaintiff’s putative failure to present
affirmative

evidence

that

he

engaged

in

no

misconduct

undeveloped and poorly supported argument is insufficient to
withstand summary judgment, and in any event, even if plaintiff
had left Huron by the time he made the Dec. 10, 2009,
presentation, and even assuming that presentation amounted to
improper solicitation of a Galt client, Galt was still owned by
Huron at that time, so any opportunities plaintiff allegedly
sought to usurp belonged to Huron, not Galt.
14

is

insufficient to withstand summary judgment of its claim.

See

Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (where nonmoving
party bears the ultimate burden of proof at trial, to withstand
summary judgment it must “make a showing sufficient to establish
the existence of [the] element[s] essential” to its case”).
Defendants summarize their final counterclaim, for breach of
the non-disclosure agreement between plaintiff and “Galt & Company
[], a practice of Huron Consulting Group, LLC” (the “NDA”), as
follows: “First, it is claimed that Plaintiff’s public disclosure
in ECF filings of documents revealing confidential information
pertaining to Galt’s clients and prospective clients, financial
structure,

compensation

packages,

profitability,

and

business

approach constitutes a breach of the NDA. Second, Defendants claim
that Plaintiff misused confidential and proprietary information
concerning prospective Galt clients, and the time and manner in
which they were solicited at Galt, by disclosing and using that
information to continue the solicitation of those prospective Galt
clients

at

CRA.”9

Def.’s

Opp.

At

33

(DN

282).

Whatever

defendants may mean by the awkwardly worded second prong of their
claim, defendants ultimately identify only six documents whose
disclosure they claim violates the NDA: five exhibits attached to
plaintiff’s original complaint and filed on November 5, 2009, and

9

Charles River Associates, or “CRA,” is plaintiff’s current
employer.
15

an exhibit to a motion filed on October 25, 2010, before Magistrate
Judge Nolan.10
Plaintiff argues that he is entitled to summary judgment
because 1) Huron, not Galt, owned any protectable information
disclosed in the exhibits to plaintiff’s complaint, and plaintiff
sought and obtained Huron’s consent before filing them; 2) the NDA
was superseded by the SMA, and the disclosure of the identified
documents is not alleged to, and does not, violate the SMA; and 3)
the material defendants claim to be confidential and propriety is
in fact neither.
the

allegedly

In response, defendants concede that Huron owned

proprietary

information

filed

with

plaintiff’s

complaint, and do not dispute that Huron reviewed the complaint and
consented

to

its

filing,

but

they

argue

that

ownership

is

irrelevant because they had “a direct financial stake in the Galt
practice under the terms of the APA, and certainly have standing to
assert a claim under the NDA.”

If this theory finds support in any

legal authority, defendants have not cited it.
As for the document disclosed in October of 2010–-a Galt
client list--whatever the evidence may be as to the confidentiality
of such lists generally, it is undisputed that the document in

10

Defendants apparently took the position at an earlier
stage of this litigation that plaintiff’s disclosure of more than
700 pages of additional documents also violated the NDA, but they
seem to have retreated from that position. To the extent they
continue to base this claim on documents not specifically
identified in their summary judgment submissions, the record is
insufficient to withstand plaintiff’s motion.
16

question was not designated “confidential” pursuant to the terms of
the parties’ Stipulated Protective Order in this case, and thus was
not required to be redacted or sealed for filing.

Moreover, at no

point have defendants sought to have the exhibit removed from the
public record, or taken any steps “to ensure that no further or
greater unauthorized disclosure” would occur, as provided in the
Protective Order in the event of unauthorized disclosure.
these

circumstances,

plaintiff’s

no

disclosure

reasonable
of

the

jury

document

could

Under

conclude

violated

the

that
NDA’s

restrictions on the use of Galt’s “confidential and proprietary”
information, or that defendants suffered any injury as a result.
III.
For the foregoing reasons, plaintiff’s motion for summary
judgment of defendants’ counterclaims is granted, and defendants’
motion for summary judgment of plaintiff’s claims for promissory
estoppel and quantum meruit is granted. Both motions are denied as
to plaintiff’s remaining claims.
ENTER ORDER:

____________________________
Elaine E. Bucklo
United States District Judge

Dated: January 19, 2012
17