When Continuing Obligations Outlive the Contract and Fee-Shifting Requires Affirmative Enforcement
Comprehensive Commentary on William Price v. Carri Scharf Trucking, Inc., 7th Cir., 13 June 2025

1. Introduction

The Seventh Circuit’s decision in William Brokaw Price v. Carri Scharf Trucking, Inc. tackles two perennial contract-law puzzles often lurking in long-term commercial arrangements:

1. Post-termination duties. Do obligations such as environmental reclamation end automatically with contractual expiration, or may they continue until reasonably performed?
2. Fee-shifting asymmetry. When a contract allows the “successful party” to recover attorney’s fees for “enforcing” the agreement, does a defendant who merely defeats the plaintiff’s claim qualify?

The Prices—successors to Illinois farmland rich in sand and gravel—sued their longtime mining tenant, CST, for allegedly failing to restore the land by 31 December 2010. A jury disagreed. On appeal, the Prices requested judgment as a matter of law; CST cross-appealed seeking more than \$700,000 in contractual attorney’s fees. Judge Kolar’s opinion affirms across the board, announcing two clarifying principles:

1. Absent unambiguous language, reclamation and similar performance duties survive the contract’s term and are judged by a standard of reasonable time and manner.
2. A fee-shifting clause limited to “successfully enforcing the agreement” does not reward a party that only defends; affirmative enforcement is required.

2. Summary of the Judgment

• Reclamation Deadline. Article 14’s heading “Condition at Termination” did not import a fixed deadline into the operative sentences. Instead, reclamation had to be completed within a reasonable period—an issue of fact properly left to the jury.
• Sufficiency of Evidence. Given conflicting testimony about the Prices’ own instructions (e.g., keep sand stockpiled for sale) and CST’s later efforts, a reasonable jury could find no breach.
• Attorney’s Fees. Article 18 allowed fees only where a party “successfully enforc[es]” the contract. CST’s role was purely defensive; its counterclaim never reached trial. Therefore, no fee award.
• Result. District court judgment—verdict for CST, denial of Rule 50(b) motion, denial of fees—affirmed in full.

3. Analysis

3.1 Precedents Cited and Their Influence

Together, these authorities equip the panel to: (i) confine itself to the contract’s four corners, (ii) resist title-based shortcuts, (iii) favor a construction that avoids self-contradiction, and (iv) apply a narrow reading of “enforcement” in fee clauses.

3.2 Legal Reasoning of the Court

1. Plain-Language Parsing of Article 14.
   • Sentence 1 references “end of the Contract” only regarding ownership of equipment.
   • Sentence 2 imposes removal duties but drops the temporal qualifier.
   • Sentence 3 prescribes the physical state of the lake and spoil piles, again time-neutral.
   • Sentence 4 introduces the lessor’s “reasonable instructions,” inherently at odds with a rigid deadline.
   Finding no explicit date, the court rejected the Prices’ “deadline by implication” theory.
2. Harmonization with Other Articles and Permit.
   • Article 9 incorporates a county permit requiring reclamation when the facility is “closed to operation,” not simply on a calendar date.
   • The 1997–2010 addenda extended royalty provisions but were silent on reclamation, implying survival of performance duties.
3. Fact Questions Reserved for the Jury.
   • Whether William Price’s 2005 and 2010 letters were “reasonable instructions.”
   • The practical point at which the site became “closed to operation.”
   • The effect of the parties’ trench dispute on timely reclamation.
   These disputed facts precluded Rule 50(b) relief.
4. Narrow Construction of Fee Clause.
   • Illinois precedent equates “enforce” with obtaining judicial compulsion.
   • CST’s win was defensive; its own enforcement counterclaim ended at summary judgment.

3.3 Likely Impact of the Judgment

1. Contract Drafting. Resource-extraction and construction agreements will likely add express reclamation timetables (e.g., “within 180 days after cessation of extraction”) to avoid Price-type litigation.
2. Environmental Compliance Litigation. Courts may treat reclamation and similar restorative obligations as continuing unless unmistakably tied to expiration. Plaintiffs must therefore prove unreasonable delay, not mere passage of time.
3. Fee-Shifting Clauses in Illinois. Drafters wanting “prevailing party” reciprocity must say so expressly. The phrase “in enforcing” is now confirmed as asymmetric.
4. Litigation Strategy. Defendants should not assume a successful defense opens the door to contractual fees; affirmative relief is required. Conversely, plaintiffs should anticipate that ambiguous timelines will reach the jury.
5. Case-Management Efficiency. The decision implicitly encourages clearer, bright-line drafting to avert costly multi-trial sagas.

4. Complex Concepts Simplified

• Continuing Obligation. A duty that survives the contract’s nominal end date until fully performed (e.g., warranty, indemnity, or reclamation).
• Rule 50(b) (Judgment as a Matter of Law). A mechanism allowing the trial judge (and later, the appellate court) to override a jury verdict only where no reasonable juror could find the way it did.
• Four-Corners Rule. Courts interpret a writing using only its text unless ambiguity exists—simplifies and stabilizes contractual meaning.
• Fee-Shifting Clause. A contractual promise that the losing or non-complying party will pay the winner’s legal costs, departing from the American Rule (each pays own fees).
• Enforcement vs. Defense. “Enforce” means using the court to compel another to perform; “defend” means resisting someone else’s claim. Only the former earns fees under clauses like Article 18.
• Reasonable Time Standard. When a contract lacks a deadline, Illinois law implies that performance must occur within a period reasonable under the circumstances—often a jury question.

5. Conclusion

Price v. Carri Scharf Trucking is a cautionary tale for transactional lawyers and litigators alike. The Seventh Circuit underscores that:

• Headings and assumptions cannot supply missing contractual deadlines; clarity must reside in operative language.
• Duties framed broadly and without temporal limits persist beyond termination and will be judged by reasonableness, not the calendar.
• Fee-shifting provisions using “enforce” reward parties who take affirmative action to compel compliance, not those who merely fend off a lawsuit.

In reaffirming these principles, the court promotes precision in contract drafting and aligns litigation incentives with genuine enforcement objectives. Parties “must rely on the contracts they signed, not the ones they wish they had signed”—a fitting epilogue to a six-year, two-trial odyssey over sand, soil, and statutory commas.