“Enforce” vs. “Defend” & the Survival of Post-Termination Duties: Seventh Circuit Clarifies Contractual Fee-Shifting and Reclamation Deadlines in Price v. Scharf Trucking

1. Introduction

The Seventh Circuit’s decision in William Price v. Carri Scharf Trucking, Inc., Nos. 24-2481 et al. (13 June 2025), tackles two frequently-litigated contract subjects:

1. When a resource-extraction contract imposes an obligation to restore (“reclaim”) the property but does not specify a calendar deadline, who decides whether the work is timely—the judge or a jury?
2. Does a contractual clause allowing the recovery of attorney’s fees when a party “successfully enforces” the agreement cover a defendant who merely defeats the plaintiff’s claim?

Judge Kolar, writing for a unanimous panel of Judges Easterbrook and Maldonado, answered: (1) reclamation timing is a factual question for the jury where the contract contains no fixed deadline and contemplates “reasonable” owner instructions; and (2) a defendant who only defends a suit does not “enforce” the contract for purposes of fee shifting. The ruling affirms the district court’s post-trial rejection of the landowners’ Rule 50(b) motion and its denial of more than \$700,000 in fees sought by the mining company.

Parties:

• Plaintiffs-Appellants: William Brokaw Price, his wife Sharon Price, and their entity Windfall Properties, LLC (“the Prices”).
• Defendants-Appellees: Carri Scharf Trucking, Inc., Carri Scharf Materials Co., and Joseph A. Scharf (collectively “CST”).

2. Summary of the Judgment

The Court of Appeals:

• Affirmed the jury verdict in favor of CST on the Prices’ breach-of-contract claim. The contract’s Article 14 does not establish a “hard” reclamation deadline tied to the contract’s expiration; instead, it imposes a continuing duty subject to the landowner’s reasonable directions. Disputes over reasonableness and timing had to be decided by the jury.
• Affirmed the district court’s refusal to award CST attorney’s fees. Article 18 authorizes fees only when a party “successfully enforces” the agreement; prevailing as a defendant is not enforcement.

3. Detailed Analysis

A. Precedents Cited and Their Influence

• Sun v. Xu, 99 F.4th 1007 (7th Cir. 2024) – Standard for Rule 50 judgment as a matter of law (“no legally sufficient evidentiary basis”). Reinforced deference to the jury when evidence supports competing inferences.
• Beach Forwarders v. Service By Air, 76 F.4th 610 (7th Cir. 2023) – De novo review of contract interpretation.
• Village of Kirkland v. Kirkland Properties, 2023 IL 128612 – Illinois “four corners” rule for contract interpretation.
• Air Safety, Inc. v. Teachers Realty, 185 Ill. 2d 457 (1999) – Extrinsic evidence only after ambiguity is found.
• Curia v. Nelson, 587 F.3d 824 (7th Cir. 2009) – Preference for constructions harmonizing all provisions.
• Powers v. Rockford Stop-N-Go, 326 Ill. App. 3d 511 (2001) & Housing Auth. of Champaign Cty. v. Lyles, 395 Ill. App. 3d 1036 (2009) – Illinois definition of “enforce” in fee-shifting clauses.
• Abellan v. Lavelo Property Mgmt., 948 F.3d 820 (7th Cir. 2020) – State law governs contractual fee awards.

The Seventh Circuit used these cases to:

1. Frame the interpretive methodology: plain meaning first, ambiguity second, harmony across provisions.
2. Confirm that “enforcement” for fees requires affirmative compulsion, not mere defensive victory.

B. Legal Reasoning

1. No express reclamation deadline. Article 14’s first sentence references “end of the Contract period,” but the remaining sentences do not. The panel parsed each sentence grammatically: only the ownership sentence is tied to termination; the obligations to remove equipment, grade the shoreline, and distribute leftover materials are not.
2. Owner’s “reasonable plans” create factual questions. Because CST had to follow Bill Price’s reasonable instructions, the court found that determining the existence and reasonableness of those directives—and their effect on timing—required a jury.
3. Permit language supports elasticity. The Special Use Permit required reclamation “when the facility is closed,” which practically cannot be the same instant operations cease. That reinforced the absence of a bright-line deadline.
4. Continuing obligations survive contract expiration. The panel invoked its own precedent (International Union v. ZF Boge) to emphasize that duties may outlive an agreement.
5. Attorney’s fees hinge on “enforcement.” Illinois courts read “enforce” narrowly. Because CST’s counterclaim was dismissed and the trial involved only defense against the Prices, CST did not compel compliance and therefore could not shift fees.

C. Impact of the Decision

• Contract Drafting: Parties in extraction, construction, and similar industries are on notice: specify reclamation or restoration deadlines explicitly, or courts will treat them as flexible, fact-dependent, and jury-triable.
• Litigation Strategy: Defendants relying on fee-shifting clauses must consider affirmative counterclaims or other enforcement mechanisms; simply “winning the lawsuit” may not suffice.
• Environmental & Land Use Compliance: The case underscores that governmental permits can interact with, but not override, private contractual obligations—courts will read them together to discern practical timelines.
• Seventh Circuit Authority: The ruling clarifies within the circuit that “continuing obligations” doctrine applies even where the contract contains multiple extensions and partial expirations, a point not squarely addressed previously.

4. Complex Concepts Simplified

Reclamation

Returning land disturbed by mining or construction to a condition suitable for future use—often by grading, removing equipment, and restoring vegetation.

Rule 50(b) (Judgment as a Matter of Law)

A post-trial motion asking the judge to overturn the jury’s verdict because no reasonable jury could have reached it.

Fee-Shifting Clause

A contractual provision that makes the losing or breaching party pay the winner’s attorney’s fees.

“Enforce” vs. “Defend”

To “enforce” is to use the court to compel the other party to perform; to “defend” is merely to resist a claim. The distinction is critical for fee-shifting under Illinois law.

5. Conclusion

Price v. Scharf Trucking sends two clear messages:

1. Without explicit dates, restoration duties in resource-extraction contracts are presumed ongoing and subject to a reasonableness standard resolvable by a jury—not by summary dispositive motion.
2. Contractual attorney-fee provisions limited to successful “enforcement” do not benefit parties who achieve only a defensive victory.

Ultimately, the case is a textbook reminder that precision in drafting—and an appreciation of the difference between compelling performance and merely prevailing—is essential to avoiding protracted, expensive litigation.