2. Background and Procedural History
The lease and equipment problems
Severe flooding damaged Ashley’s plant in 2019, prompting it to rent boilers to maintain production. In January 2020, Indeck agreed to supply a “like-new” boiler capable of producing 75,000 pounds of steam per hour, a new water treatment trailer, and a technician to supervise start-up and train Ashley’s operators.
Ashley undertook several obligations, including proper operation and maintenance, compliance with American Boiler Manufacturers Association water guidelines, payment for specified repairs and replacements, and return of the equipment in its original condition, ordinary wear and tear excepted. The lease also contained indemnification and fee-shifting provisions.
The dispute centered on mineral scale inside the boiler. Water treatment equipment prevents scale by reducing minerals in the water entering the boiler. During start-up, however, the system’s flowmeters malfunctioned. Ashley subsequently identified hard water entering the boiler, and Indeck’s technician advised its personnel to clean the flowmeters.
When Ashley returned the boiler in April 2020, Indeck discovered substantial scale and debris. Hydroblasting did not resolve the problem, and Indeck declined to undertake detailed chemical cleaning. Internal Indeck communications described start-up as a “fiasco,” although one communication also reported that the rental equipment had operated satisfactorily.
The competing trial evidence
Indeck sought $3,005,118 for boiler replacement, continuing rent, storage, costs, and interest. The parties presented conflicting evidence about the source of the scale, whether it impaired the boiler, and whether cleaning rather than replacement would suffice.
Particularly important was evidence concerning a second boiler rented to Ashley by Wabash Power Equipment Company. That boiler operated during the same period using the same water, was also dirty when returned, and was cleaned through Wabash’s routine inspection process. Ashley also presented evidence that Indeck’s boiler had experienced no material performance change and no metallurgical degradation of its tubes.
The verdict and post-trial motions
Through questions submitted under Federal Rule of Civil Procedure 49(b), the jury found that:
- Indeck performed its contractual obligations;
- Ashley breached its obligations; and
- Indeck failed to prove damage resulting from Ashley’s breach.
The district court denied Indeck’s new-trial motion because those findings could be reconciled with the evidence. It also denied Indeck’s petition for approximately $1,122,879 in fees and costs. The Seventh Circuit affirmed both decisions.
4. Analysis
A. Legal Reasoning
1. Breach and resulting damage are separate elements
The jury instructions required Indeck to establish a valid contract, its own performance, Ashley’s material breach, and resulting damages. The parties agreed that a valid contract existed, but the other elements remained distinct factual questions.
That structure defeats Indeck’s central assumption: that findings of its own performance and Ashley’s breach necessarily required some damages award. Ashley had seven identified contractual obligations, and violating an operational requirement did not automatically establish that the violation caused boiler damage. For example, failing to comply with water guidelines could constitute breach without proof that the particular failure produced the scale at issue.
The opinion thus distinguishes a finding of contractual noncompliance from success on the complete cause of action. Indeck obtained the former but not the latter.
2. Substantial performance does not establish flawless performance
Indeck argued that the jury’s finding of its performance excluded any explanation attributing the damage to Indeck. The court rejected that reading because the governing instruction asked whether Indeck had substantially performed: whether it honestly and faithfully performed the contract’s material requirements without defeating the agreement’s objectives.
The jury could find that Indeck supplied the promised equipment and technician, and that the boiler performed its intended function, while also finding that defective flowmeters or the technician’s conduct caused the complained-of condition. Substantial contractual performance did not establish that every component was faultless or every start-up decision correct.
This was a permissible reconciliation of the evidence—not an appellate finding that Indeck actually caused the damage, and not a separate determination of tort liability.
3. The jury was not confined to either party’s complete narrative
Indeck maintained that the case had been tried as a binary choice: either Indeck failed to perform and caused the damage, or Ashley breached and caused it. The court declined to bind the jury to that framing.
A jury may accept some evidence from each side and reject the remainder. Here, it could accept Indeck’s evidence of substantial performance, accept evidence of Ashley’s noncompliance, and still conclude that Indeck had not proved causation. Counsel’s presentation did not eliminate a third, evidentially supported explanation.
The relevant inquiry was whether the verdict could be reconciled with the record, not whether the jury probably followed the precise reasoning a judge or advocate would have preferred.
4. A dirty boiler is not necessarily a compensably damaged boiler
The alternative rationale concerned the character of the boiler’s condition. Evidence of scale did not inevitably establish damage beyond ordinary wear and tear. The Wabash comparison, the absence of material performance deterioration, and the metallurgical evidence supported a finding that routine cleaning would suffice.
The court acknowledged substantial contrary evidence. Ashley’s expert estimated significant cleaning costs, and Ashley’s counsel conditionally argued that damages should be approximately $50,000 if the jury reached that question. Nevertheless, this alternative damages argument did not compel an award, and the jury could weigh it against the evidence supporting ordinary wear and tear.
The court did not decide that the Wabash comparison was conclusively correct. It held that the comparison supplied a reasonable evidentiary basis for the verdict. That distinction is central to deferential appellate review.
5. Plausible reconciliation defeated the new-trial challenge
Indeck characterized the verdict as an impermissible compromise and contrary to the manifest weight of the evidence. The court’s response rested on the availability of rational explanations supported by the trial record.
The appellate task was not to decide which side had presented the stronger case anew. Because the district court reasonably identified explanations consistent with the jury’s answers, denying a new trial fell within its discretion. The opinion does not establish a separate, comprehensive test for detecting compromise verdicts.
6. Contractual fee shifting required more than an isolated favorable answer
Indeck’s strongest textual argument concerned Section 17, which required reasonable attorneys’ fees “upon a default or breach” in connection with repossession, enforcement, litigation, or breach of the lease. Indeck argued that the jury’s breach finding independently triggered that provision.
The court instead read the provision in context. The listed activities concerned a lessor vindicating contractual remedies against a defaulting lessee. Indeck had failed to establish all elements necessary for the relief it sought. Moreover, the express requirement of reasonable fees made the degree of litigation success important.
Section 13’s broad indemnification language did not change the result. Its references to losses, claims, costs, and fees arising from or relating to the lease did not sufficiently establish the extraordinary entitlement Indeck asserted: payment of its litigation expenses despite losing its claim at trial.
Indeck’s success in obtaining dismissal of Ashley’s Missouri action and its counterclaims also did not make Indeck a prevailing party in this litigation. The Missouri action had been dismissed because of the lease’s forum-selection clause, and the ultimate verdict left Indeck without relief on its own claim.
The holding is contextual rather than absolute. It does not declare that parties can never contract for fee recovery without prevailing. It holds that these provisions did not overcome the usual prevailing-party framework in these circumstances.
B. Precedents Cited and Their Influence
1. Consistency of civil verdicts
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Deloughery v. City of Chicago, 422 F.3d 611, 617 (7th Cir. 2005), quoting Will v. Comprehensive Acct. Corp., 776 F.2d 665, 676 (7th Cir. 1985), supplied the starting proposition that civil juries generally must return consistent verdicts. These authorities established the legitimacy of Indeck’s concern, but not that the particular answers were inconsistent.
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Stone v. City of Chicago, 738 F.2d 896, 899–900 (7th Cir. 1984), addressed both sides of the analysis. Logically incompatible verdicts indicating confusion or misuse of jury power require corrective action. Conversely, appellate courts must not reweigh conflicting evidence when the record reasonably supports the verdict. Here, that second principle constrained Indeck’s effort to relitigate the evidence.
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Fox v. Hayes, 600 F.3d 819, 844 (7th Cir. 2010), supplied the decisive reconciliation standard: a new trial is warranted only when the verdict cannot be reconciled with the evidence, and any plausible explanation precludes reversal. Both alternative explanations identified by the district court satisfied that standard.
2. New-trial review and institutional deference
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Martinez v. City of Chicago, 900 F.3d 838, 844 (7th Cir. 2018), recognized a new trial as appropriate where the verdict is against the manifest weight of the evidence or the trial was unfair. It furnished the framework for Indeck’s evidentiary challenge, while leaving intact the demanding standard for disturbing a jury’s work.
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Latino v. Kaizer, 58 F.3d 310, 316 (7th Cir. 1995), emphasized that jury verdicts may be disturbed only in narrow circumstances. Its role was to reinforce the exceptional nature of appellate intervention, not to make verdicts immune from review.
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Am. Nat'l Bank & Tr. Co. of Chicago v. Reg'l Transp. Auth., 125 F.3d 420, 431 (7th Cir. 1997), established abuse-of-discretion review and described the appellant’s burden in an inconsistent-verdict appeal as heavy. Indeck therefore had to show more than a competing reasonable interpretation of the evidence.
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Outboard Marine Corp. v. Babcock Indus., Inc., 106 F.3d 182, 186 (7th Cir. 1997), explained why the trial judge receives considerable deference: that judge heard the evidence and observed the jury firsthand. It also supported measuring the verdict against the evidence rather than speculation about whether jurors followed a judge-like reasoning process.
3. The limits of counsel’s framing
Matthews v. Wis. Energy Corp., 642 F.3d 565, 571 (7th Cir. 2011), was invoked by Indeck for the proposition that instructions are considered alongside other instructions, pleadings, arguments, and evidence. The court distinguished it because it concerned whether instructions were proper, not whether a returned verdict was irreconcilably inconsistent. It therefore did not require acceptance of Indeck’s all-or-nothing account of the trial.
4. Breach findings and zero damages
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Prime Choice Servs., Inc. v. Schneider Logistics Transloading & Distrib., Inc., 861 F.3d 633, 635 (7th Cir. 2017), illustrated that zero damages can rationally provide the compensation supported by a record. It reinforced that a breach finding does not mechanically require a positive monetary award.
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TAS Distrib. Co. v. Cummins Engine Co., 491 F.3d 625, 631 (7th Cir. 2007), supplied the Illinois-law proposition that showing breach without demonstrating actual damage does not suffice to establish a breach-of-contract claim. This precedent explains why Indeck’s favorable breach answer did not amount to success on the merits of its complete claim.
5. The American rule and contractual fee provisions
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Fednav Int'l Ltd. v. Cont'l Ins. Co., 624 F.3d 834, 839 (7th Cir. 2010), established the Illinois-law baseline: absent statutory or contractual authorization, litigants bear their own attorneys’ fees, even when successful. Indeck therefore needed an applicable contractual entitlement.
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Bright Horizons Children's Ctrs., LLC v. Riverway Midwest II, LLC, 403 Ill. App. 3d 234, 254 (2010), required strict enforcement of contractual fee-shifting provisions. This supported close attention to the actual language rather than treating broad references to litigation expenses as unlimited fee authorization.
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Powers v. Rockford Stop-N-Go, Inc., 326 Ill. App. 3d 511, 516–18 (2001), played several roles. It supported the prevailing-party approach where fee language is ambiguous, emphasized the relative significance of litigation successes, and recognized that merely maintaining the status quo may not justify prevailing-party treatment. Those principles undermined Indeck’s reliance on isolated favorable rulings.
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Bank of Am., N.A. v. Oberman, Tivoli & Pickert, Inc., 12 F. Supp. 3d 1092, 1101, 1103 (N.D. Ill. 2014), appeared on both sides of the interpretive debate. It supported the general unreasonableness of awarding fees to a non-prevailing party, while Indeck invoked its ordinary-meaning approach to contractual language. The court found ordinary meaning insufficient to establish Indeck’s claimed entitlement when the provision was read as a whole.
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Raffel v. Medallion Kitchens of Minn., Inc., 139 F.3d 1142, 1147 (7th Cir. 1998), defined prevailing-party status through success on a significant issue coupled with obtaining a benefit from the suit. It helped explain why a favorable answer on breach, without relief on the claim, did not make Indeck the prevailing party.
6. Text, context, and reasonableness
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J.B. Esker & Sons, Inc. v. Cle-Pa's P'ship, 325 Ill. App. 3d 276, 285 (2001), supplied Indeck’s argument against surplusage: separate references to “litigation” and “breach” should have distinct significance. The court nevertheless rejected the inference that this distinction necessarily authorized fees after an unsuccessful claim.
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Farrar v. Hobby, 506 U.S. 103, 114 (1992), supplied the proposition that the degree of success obtained is the most critical factor in assessing a reasonable fee. The court used that principle to give practical force to Section 17’s express reasonableness requirement.
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Gibson v. Chubb Nat'l Ins. Co., 182 F.4th 519, 528 (7th Cir. 2026), supported interpreting associated words in a list in light of their shared character. Reading “breach” alongside enforcement, repossession, and litigation favored a provision concerned with vindicating contractual remedies, not merely establishing noncompliance without resulting relief.
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Blue Book Servs. Inc. v. Amerihua Produce, 337 F. Supp. 3d 802, 810 (N.D. Ill. 2018), reinforced the conclusion that, absent extraordinary circumstances, contract interpretation and common sense do not ordinarily support fees for a non-prevailing party. It helped explain why Section 13’s broad indemnity language did not carry Indeck’s argument.
C. Impact and Limits
Contract litigation and trial strategy
The decision underscores the need to prove a causal connection between each asserted breach and each claimed loss. Evidence of damaged-looking equipment, operational noncompliance, or substantial repair estimates cannot substitute for that connection. Likewise, parties should expect juries to combine evidence from competing narratives rather than adopt either side’s position wholesale.
Post-trial and appellate practice
A new-trial challenge must confront every record-supported reconciliation of the verdict. Showing substantial evidence for a different result is not enough. The opinion is particularly useful where interrogatory answers appear superficially inconsistent but concern distinct contractual elements.
Equipment leases and ordinary wear
The comparison with the Wabash boiler demonstrates the potential importance of evidence about ordinary cleaning, continued functionality, and physical deterioration. It does not establish that scale is always ordinary wear or that repair-and-replacement clauses are generally ineffective. The holding depends on this record and the instructions governing this trial.
Fee drafting and enforcement
Parties seeking fee recovery regardless of ultimate success should not assume that references to “breach,” litigation, or lease-related expenses accomplish that purpose. The decision favors clarity about triggering events, covered proceedings, mixed results, and the role of prevailing-party status. It does not guarantee that any particular alternative wording would be enforceable.
Doctrinal reach
The opinion combines federal procedural standards with Illinois substantive contract and fee principles in a diversity action. Its fee analysis is therefore not a universal rule for every jurisdiction or every indemnity provision. Nor does it resolve a separate claim to nominal damages or announce that unsuccessful parties can never recover fees under an unmistakably different agreement.