Amit Patel v. CBRE, Inc. ( 2020 )

NONPRECEDENTIAL DISPOSITION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