“Enforcement, Not Defence”: Seventh Circuit Restricts Fee-Shifting and Treats Post-Termination Reclamation as a Continuing Obligation ― Commentary on William Price v. Carri Scharf Trucking, Inc.

1. Introduction

This Seventh Circuit decision addresses a protracted dispute between the heirs of an Illinois farm family and the trucking–mining company that extracted aggregate from their land. At its core are two legal questions:

When, under a mining contract that is silent on deadlines, must the operator complete land reclamation once extraction ceases?
Does a contractual clause awarding attorneys’ fees to a party that “successfully enforces” the agreement reward a defendant who merely wins a breach-of-contract lawsuit?

The panel—Judges Easterbrook, Kolar (author) and Maldonado—holds that (i) reclamation obligations survive the contract’s stated term and their timing is a fact question for the jury, and (ii) contractual fee-shifting triggered by “successful enforcement” aids only a party that affirmatively compels compliance, not one that simply defends litigation. These twin holdings form the decision’s precedential core.

2. Summary of the Judgment

Affirming the Central District of Illinois, the Court:

Upheld the jury verdict rejecting the Prices’ breach claim. The contract’s Article 14 did not impose a hard deadline tied to the 2010 termination date; instead, reclamation was a continuing obligation, and whether CST’s delay was unreasonable was for the jury.
Denied CST’s cross-appeal for more than $700,000 in legal fees. Under Article 18, fees are available only when a party “successfully enforces” the contract—i.e., obtains court-ordered compliance. A victorious defence is not enough.

3. Analysis

3.1 Precedents Cited and Their Influence

Sun v. Xu, 99 F.4th 1007 (7th Cir. 2024) – Restated the Rule 50 standard for judgment as a matter of law. The court relied on Sun to frame its de-novo review of the district court’s refusal to overturn the jury verdict.
Beach Forwarders, Inc. v. Service By Air, Inc., 76 F.4th 610 (7th Cir. 2023) – Confirmed de-novo review for contract interpretation. Guided the panel’s parsing of Article 14.
Village of Kirkland v. Kirkland Properties Holdings Co., 2023 IL 128612 – Illinois rule that intent is gleaned from plain language; underpinned the four-corners approach.
Air Safety, Inc. v. Teachers Realty Corp., 185 Ill. 2d 457 (1999) – Four-corners rule and use of extrinsic evidence only upon ambiguity. Cited to justify textual focus.
Curia v. Nelson, 587 F.3d 824 (7th Cir. 2009) – Illinois principle that contracts should be harmonised to avoid internal conflict; used to dismiss the Prices’ interpretation that created contradictions.
International Union v. ZF Boge Elastmetall LLC, 649 F.3d 641 (7th Cir. 2011) – Recognition that obligations can outlive nominal expiry dates.
Powers v. Rockford Stop-N-Go, Inc., 326 Ill. App. 3d 511 (2d Dist. 2001) and Housing Authority of Champaign County v. Lyles, 395 Ill. App. 3d 1036 (4th Dist. 2009) – Both interpret “enforce” language in fee clauses; furnished the rule adopted here that defence victories do not activate fee-shifting.
Abellan v. Lavelo Property Management, LLC, 948 F.3d 820 (7th Cir. 2020) – Fee-shifting under Illinois law; contrasted contracts that award fees to any “prevailing party.”

3.2 Court’s Legal Reasoning

a) Reclamation Timeline

Article 14’s heading (“Condition at Termination”) is merely an interpretive aid; it cannot override explicit text (Citizens Ins. footnote).
The first sentence ties ownership of equipment to contract termination, but later sentences lack temporal qualifiers. The panel treated this grammatical structure as deliberate: only equipment ownership is pegged to the termination date.
The fourth sentence grants the Prices a right to issue “reasonable plans and directions,” which could extend the timing; reading a hard deadline into the same clause would create an “internal collision” contrary to Illinois principles of harmony.
Article 9 incorporated a Special Use Permit requiring reclamation upon “closure of operations.” Because Article 4 royalties ran through 31 Dec 2010, the court reasoned that operations could not logically close the instant the calendar turned; some post-operation period for land work was implicit.
Collectively, these textual clues rendered the contract ambiguous on deadlines, propelling the issue to the jury.

b) Judgment as a Matter of Law Refused

Applying Rule 50(b), the court held that a reasonable jury could decide CST’s delay was not a breach, once the contract was read to lack a fixed date. Evidence of ongoing negotiations and the Prices’ mixed signals (cease-and-desist letters) substantiated the verdict.

c) Fee-Shifting Limited to “Enforcement”

The plain meaning of “enforce” under Illinois law means compel obedience. CST—who lost its counterclaim and merely repelled the Prices’ claim—did not obtain an order requiring the Prices to do anything.
The panel distinguished broader “prevailing party” clauses common in commercial contracts, noting the drafters here chose narrower language; courts may not rewrite bargains.

3.3 Likely Impact of the Decision

The ruling carries implications in two distinct areas:

Natural-resource and construction contracts — Parties often leave reclamation or clean-up obligations to the “end” of a project. Price warns that unless deadlines are explicit, fact-finders will supply reasonableness; operators may thus avoid summary judgment on untimely performance claims, while landowners may endure drawn-out factual trials. Drafting recommendation: specify when, how and under whose direction reclamation must occur.
Fee-shifting drafting — By limiting “successful enforcement” to affirmative relief, the Seventh Circuit joins Illinois appellate precedent and provides federal persuasive authority. Contract drafters seeking bilateral fee protection should employ “prevailing party” or similarly broad language. Defence-side litigants should not rely on narrow “enforcement” wording to recoup fees.

4. Complex Concepts Simplified

Reclamation: The process of restoring land after mining—grading slopes, distributing soil, removing machinery and ensuring environmental compliance.
Four-Corners Rule: An Illinois doctrine directing courts to interpret contracts by the written text alone unless ambiguity exists.
Rule 50(b) Motion (Judgment as a Matter of Law): After a jury verdict, a losing party may argue no reasonable jury could have reached that verdict; the judge may override the verdict only if evidence overwhelmingly favours the movant.
Fee-Shifting Clause: A contractual provision transferring attorneys’ fees from the winning party to the loser. “Successfully enforce” language is narrower than “prevail.”
Special Use Permit: Local governmental approval allowing a non-conforming land use (here, mining) subject to conditions, including environmental rehabilitation.

5. Conclusion

William Price v. Carri Scharf Trucking teaches two principal lessons. First, absent explicit benchmarks, courts are reluctant to impose rigid timetables on contractual performance; parties must draft with precision. Second, Illinois and Seventh Circuit precedent now firmly distinguish between enforcing and defending a contract for fee-shifting purposes. Together, these holdings reward careful drafting and clarify litigation risk: reclamation disputes may survive to jury trial, and victory alone will not guarantee recovery of attorneys’ fees unless the contract so provides.