“Successful Enforcement” and Continuing Post-Termination Duties:
The Seventh Circuit’s Dual Clarifications in William Price v. Carri Scharf Trucking, Inc.

1. Introduction

The Seventh Circuit’s 2025 decision in William Brokaw Price v. Carri Scharf Trucking, Inc. tackles two recurring contract-law puzzles:

1. When does a contractual duty lacking an express deadline have to be performed?
2. Does a prevailing defendant automatically recover attorney’s fees under a fee-shifting clause that rewards “successful enforcement” of the agreement?

The underlying dispute arises out of a 1997 mineral-extraction contract (“the Contract”) between the Price family and Carri Scharf Trucking, Inc. (“CST”) for surface mining and subsequent reclamation of the family’s McLean County, Illinois property. By 2010 mining had ceased, large stockpiles of sand remained, and reclamation was unfinished. Years of acrimonious correspondence ensued, spawning a lawsuit in 2019. After two jury trials—one a mistrial, the second a defense verdict—the district court denied the Prices’ Rule 50(b) motion and refused CST’s $700,000 fee petition. Both sides appealed; the Seventh Circuit affirmed on all fronts.

2. Summary of the Judgment

• Reclamation deadline. Article 14 of the Contract did not impose a fixed deadline tied to the Contract’s termination date. Instead, CST’s reclamation obligation survived termination and was subject to “reasonable” instructions from the property owners. Whether CST breached was therefore a question of fact properly resolved by the jury.
• Rule 50(b) motion. Because the Contract was ambiguous on timing and because competing evidence existed regarding the Prices’ instructions, the district court correctly refused to enter judgment as a matter of law.
• Attorney’s fees. The Contract’s clause awarding fees to a party that “successfully enforces” the agreement applies only when a litigant compels the other side’s compliance. Merely defeating the opponent’s claim is not “successful enforcement”; therefore, CST could not recover its fees.

3. Analysis

3.1 Precedents Cited and Their Influence

The panel drew on a suite of Seventh Circuit and Illinois cases to shape its reasoning:

• Sun v. Xu, 99 F.4th 1007 (7th Cir. 2024) – Framed the Rule 50(b) standard and reaffirmed the jury’s prerogative to weigh evidence.
• Beach Forwarders, Inc. v. Service By Air, Inc., 76 F.4th 610 (7th Cir. 2023) – Confirmed de novo review of contract interpretation.
• Village of Kirkland v. Kirkland Properties Holdings Co., 2023 IL 128612 – Restated Illinois’ “plain meaning” contract doctrine.
• Air Safety, Inc. v. Teachers Realty Corp., 185 Ill. 2d 457 (1999) – Endorsed the “four corners” rule, used here to limit extrinsic evidence absent ambiguity.
• Curia v. Nelson, 587 F.3d 824 (7th Cir. 2009) – Directed courts to harmonize all provisions to avoid conflict, critical in reconciling Article 14’s sentences.
• International Union v. ZF Boge Elastmetall LLC, 649 F.3d 641 (7th Cir. 2011) – Recognized that duties can survive contractual expiration.
• Powers v. Rockford Stop-N-Go, Inc., 326 Ill. App. 3d 511 (2001) & Housing Authority v. Lyles, 395 Ill. App. 3d 1036 (2009) – Both construed “enforce” in fee clauses; these cases heavily informed the denial of CST’s fee request.
• Abellan v. Lavelo Property Management, LLC, 948 F.3d 820 (7th Cir. 2020) – Clarified that federal courts apply state law to fee-shifting, cited as the governing framework.

3.2 The Court’s Legal Reasoning

3.2.1 Contract Interpretation & Reclamation Timing

1. Precision of language. The panel dissected Article 14 sentence by sentence, concluding that only the first sentence referenced the contract’s “end”; the remaining sentences operated without an explicit temporal tether.
2. Harmonization principle. Reading Article 14 alongside Article 9 (which required compliance with a county special-use permit) and Article 4 (royalty payments) demonstrated that grafting a hard deadline onto Article 14 would create internal conflict and commercial absurdity (e.g., simultaneous royalties and reclamation).
3. Reasonable-time standard. Once the explicit deadline vanished, Illinois common-law default rules supplied an implicit requirement: performance within a “reasonable time,” a quintessential fact question.
4. Effect of the owners’ instructions. Because Article 14 obliged CST to comply with “reasonable plans and directions” from Bill Price, the jury had to decide: (a) what instructions were given, (b) whether they were reasonable, and (c) whether they delayed reclamation.

3.2.2 Rule 50(b) Application

Given those ambiguities and factual disputes, the district court’s refusal to enter judgment as a matter of law was affirmed. The Seventh Circuit emphasized deference to the jury’s credibility determinations, especially regarding the contested trenching activity and dueling expert testimony on reclamation norms.

3.2.3 Attorney’s Fees: “Successful Enforcement” Explained

• Narrow textual reading. “Enforce” in Illinois precedent requires compelling another party’s compliance, not merely warding off liability.
• Practical dividing line. A plaintiff who obtains an injunction or damages for non-performance enforces the contract; a defendant who proves non-breach merely defends.
• Policy critique addressed. The panel rejected the specter of strategic counterclaims, asserting that courts can dismiss unfounded claims and that parties can draft broader “prevailing-party” clauses if desired.

3.3 Likely Impact of the Decision

1. Drafting mineral-extraction agreements. Parties will be more inclined to insert explicit reclamation timelines, milestones, or escrow-backed performance guarantees.
2. Fee provisions. Illinois-law contracts using “successfully enforce” language now carry clearer risk: defendants cannot expect reimbursement merely for defeating claims. Expect a rise in broader “prevailing-party” formulations.
3. Litigation strategy. Plaintiffs must heed jury-question pitfalls where contract language is silent or grants discretionary instructions; defendants gain a shield against Rule 50 motions by spotlighting factual ambiguity and reasonableness.
4. Environmental & land-use sphere. Post-termination duties (e.g., reclamation, remediation, or maintenance) are likelier to be deemed “continuing obligations,” making summary judgment on timing issues harder to secure.

4. Complex Concepts Simplified

• Reclamation. The process of restoring mined land to a stable, often environmentally acceptable condition—grading slopes, replacing topsoil, seeding vegetation, and ensuring safety.
• Rule 50(b) – Judgment as a Matter of Law (JMOL). After a jury trial, a party may ask the court to override the verdict if no reasonable jury could have reached it on the evidence.
• Fee-shifting clause. A contractual term that makes the losing (or breaching) party pay the prevailing party’s attorney’s fees. Varieties include “prevailing party,” “successful enforcement,” or even one-way fee provisions.
• “Reasonable time.” When a contract sets no deadline, the law implies the duty must be completed within a timeframe an ordinary, prudent person would consider reasonable under the circumstances—often a jury question.

5. Conclusion

The Seventh Circuit’s decision is a double reminder: contractual language governs, but silence can breed litigation. First, by refusing to invent a deadline absent in the four corners, the court underscored that open-ended performance duties survive termination and are judged by fact-finders for reasonableness. Second, it clarified that “successfully enforcing” a contract is an affirmative act, not a defensive victory. Collectively, Price v. CST supplies powerful drafting lessons and sets a predictable standard for future Illinois fee-shifting disputes.