O R D E R
Thomas and Donna Beeson sued Continental Properties Company, Inc. and Continental 165 Fund LLC for allegedly breaching a real estate contract.∗The district ∗ For simplicity, we refer to Continental Properties Company and its affiliates collectively as
"Continental."
NONPRECEDENTIAL DISPOSITION
To be cited only in accordance with FED. R. APP. P. 32.1
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court dismissed the Beesons' complaint with prejudice and denied their motion for reconsideration. We affirm.
Background
We start by recounting the facts as they appear in the complaint and accompanying exhibits. In the 1990s, the Beesons acquired property in Lake County, Illinois, consisting of a "North Parcel" and a "South Parcel." They planned to develop the property in partnership with Continental, a Wisconsin corporation. In 2012, Continental bought the South Parcel from the Beesons.
The Beesons and Continental then entered into two agreements establishing alternative ways for the Beesons to reacquire the South Parcel: the "North Parcel Option" and the "South Parcel Option." The North Parcel Option granted Continental an exclusive option to purchase the North Parcel from the Beesons. As partial payment, Continental would need to deliver "a special warranty deed conveying fee simple title"
to the South Parcel, "free and clear of all monetary liens." The South Parcel Option, on the other hand, granted the Beesons an exclusive option to purchase the South Parcel from Continental. But the Beesons could only exercise the South Parcel Option upon
"the expiration or earlier termination of the [North Parcel Option], through the first anniversary thereof."
The Beesons filed for bankruptcy in 2016, and their rights under the two option agreements became part of the bankruptcy estate. In bankruptcy court, they moved for authorization to assume the option agreements. They specifically asked the court to approve "the purchase of the South Parcel by Debtors … on the terms set forth in the North Parcel Option upon the timely exercise of the North Parcel Option." The court granted the motion.
On July 13, 2016, pursuant to the bankruptcy order, Continental executed a limited warranty deed conveying the South Parcel to the Beesons. The deed transferred the property subject to "recorded easements" and "all other matters of record."
Soon after, Continental recorded three permanent easements related to the South Parcel—all allegedly without the Beesons' knowledge or consent. In one, the Beesons and Continental granted each other reciprocal access rights to roads adjacent to the North and South Parcels. In another, Continental granted the Village of Bannockburn an easement for utility services across the South Parcel. In the third, Continental granted Bannockburn an easement to construct a new pathway on the South Parcel.
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Although the Beesons had consented to temporary easements over the South Parcel, they did not approve these permanent easements.
In 2024, the Beesons sued Continental in the Northern District of Illinois for breach of contract. Continental filed a motion to dismiss for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6). In response, the Beesons moved for leave to amend, which the district court granted. The amended complaint alleged that Continental "breached the South Parcel Option Agreement by failing to return title to the South Parcel, free and clear, to the Beesons." The theory was that Continental had impermissibly encumbered the Beesons' title to the South Parcel by recording the three permanent easements.
Continental filed a second motion to dismiss, asserting that the South Parcel Option did not control the transfer of the property. In their memorandum opposing dismissal, the Beesons stood by their theory that Continental had breached the South Parcel Option. They briefly added that "there is an argument to be made that Defendant breached the [North Parcel Option] as well" because the easements "encumbered the South Parcel and therefore breached the terms of the [North Parcel Option] by intentionally clouding the title to the South Parcel."
The district court granted the motion to dismiss. See Beeson v. Cont'l Props. Co., 2025 WL 2636139 (N.D. Ill. Sept. 12, 2025). Agreeing with Continental, the court explained that the parties could only exercise the South Parcel Option if the North Parcel Option expired. Because the parties had exercised the North Parcel Option pursuant to the bankruptcy court's order, Continental lacked any obligations under the South Parcel Option. The Beesons' complaint, which alleged a breach of only the South Parcel Option, thus failed to state a claim upon which relief could be granted. The court acknowledged that the Beesons' memorandum opposing the motion to dismiss had breezily asserted that Continental might have breached the North Parcel Option too, but that fleeting reference to the North Parcel Option could not amend the flawed allegations in the Beesons' complaint. What's more, the Beesons neglected to explain how an amendment could cure the complaint's deficiencies. Concluding that any amendment would be futile, the court dismissed the complaint with prejudice. The Beesons then moved for reconsideration under Rule 60(b). They argued the district court erred by failing to give meaning to language in the North Parcel Option requiring the delivery of a "special warranty deed." Under Illinois law, the Beesons
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claimed, a special warranty deed cannot convey property subject to any encumbrances. They also requested leave to amend their complaint.
The district court denied the motion. See Beeson v. Cont'l Props. Co., No. 24 CV 8288 (N.D. Ill. Nov. 13, 2025). The Beesons had not raised their legal theory regarding the definition of a special warranty deed in their pre-judgment filings, so the court deemed the argument waived. The court added that it would also deny the motion on the merits because it understood Illinois law to permit encumbrances on property conveyed by special warranty deed. And the court reaffirmed its prior conclusion that amendment would be futile.
Analysis
On appeal, the Beesons argue that the district court erroneously dismissed their complaint and, alternatively, that they should have had the opportunity to amend it. We address each issue in turn.
First, the Beesons challenge the district court's decision to dismiss their complaint for failure to state a claim. We review the grant of a motion to dismiss de novo, construing the complaint in the light most favorable to the Beesons. Ruiz v. Pritzker, 162 F.4th 886, 889 (7th Cir. 2025). To survive the motion to dismiss, the complaint "must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face." Id. (quoting Ind. Land Tr. #3082 v. Hammond Redevelopment Comm'n, 107 F.4th 693, 698 (7th Cir. 2024)). Under Illinois law, a plaintiff looking to state a breach of contract claim must plausibly allege "(1) the existence of a valid and enforceable contract; (2) substantial performance by the plaintiff; (3) a breach by the defendant; and (4) resultant damages." Sevugan v. Direct Energy Servs., LLC,
931 F.3d 610, 614 (7th Cir. 2019) (quoting Reger Dev., LLC v. Nat'l City Bank, 592 F.3d 759, 764 (7th Cir. 2010)).
The district court did not err by dismissing the complaint. The Beesons' amended complaint alleged that Continental breached the South Parcel Option. As the district court correctly held, however, Continental never had any obligations under the South Parcel Option: the Beesons could only exercise the South Parcel Option after the
"expiration or earlier termination" of the North Parcel Option, and the parties exercised the North Parcel Option before its expiration. Because the Beesons alleged a breach of an unenforceable contract, they failed to state a claim upon which relief could be granted. See Kap Holdings, LLC v. Mar-Cone Appliance Parts Co., 55 F.4th 517, 522 (7th Cir. 2022) (stating that a plaintiff "cannot plead a breach of contract claim unless it plausibly
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alleges the existence of a valid and enforceable contract"); Wolf v. Riverport Ins. Co.,
132 F.4th 515, 522 (7th Cir. 2025) (holding that a plaintiff's "breach-of-contract theory fails" when a defendant lacks a contractual obligation).
In their appellate briefs, the Beesons entirely neglect to engage with the district court's reasoning on this point. Instead of challenging the conclusion that the South Parcel Option was inoperative, they contend Continental breached the North Parcel Option by transferring encumbered property. That argument ignores that their complaint did not allege a breach of the North Parcel Option. As we have previously observed, "an appellate brief that does not even try to engage the reasons the appellant lost has no prospect of success." Klein v. O'Brien, 884 F.3d 754, 757 (7th Cir. 2018). The district court properly granted the motion to dismiss.
Second, the Beesons claim the district court erred by dismissing their complaint with prejudice and denying their post-judgment motion for leave to amend. We review both decisions for an abuse of discretion. See Jauquet v. Green Bay Area Cath. Educ., Inc.,
996 F.3d 802, 807 (7th Cir. 2021) (dismissal with prejudice); Runnion ex rel. Runnion v. Girl Scouts of Greater Chi. & Nw. Ind., 786 F.3d 510, 524 (7th Cir. 2015) (denial of post- judgment motion for leave to amend).
The district court did not abuse its discretion. The Beesons already amended their complaint once after Continental filed its initial motion to dismiss, and they did not request a second opportunity to amend before the district court entered judgment. The court did not abuse its discretion "by failing to order, sua sponte, an amendment to the complaint that the plaintiff never requested." Chaidez v. Ford Motor Co., 937 F.3d 998, 1008 (7th Cir. 2019) (citation modified). The Beesons also never indicated how an amendment could fix the complaint's flaws. To be sure, the Beesons' memorandum opposing the motion to dismiss suggested "there is an argument to be made that Defendant breached the [North Parcel Option] as well." But that vague invocation of the North Parcel Option was far from sufficient to show the district court how the Beesons might avoid dismissal. Because "[a] district court acts within its discretion in denying leave to amend … when the plaintiff fails to demonstrate how the proposed amendment would cure the deficiencies in the prior complaint," Gonzalez-Koeneke v. West, 791 F.3d 801, 808 (7th Cir. 2015), dismissal with prejudice was appropriate. See also Lewis v. AbbVie Inc., 152 F.4th 807, 816 (7th Cir. 2025) ("[G]ranting leave to amend is
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pointless when the plaintiff fails to suggest to the court the ways in which he might cure the defects." (citation modified)).
The Beesons' post-judgment request to amend in their Rule 60(b) motion was deficient for similar reasons. "A motion to amend should state with particularity the grounds for the motion and should be accompanied by the proposed amendment."
Gonzalez-Koeneke, 791 F.3d at 807 (quoting Otto v. Variable Annuity Life Ins. Co., 814 F.2d 1127, 1139 (7th Cir. 1986)). Accordingly, "[w]e have often held that a district court may deny leave to amend when the plaintiff does not submit a proposed amended complaint, at least where the substance of the proposed amendment is not clear." Parker
v. Scheck Mech. Corp., 772 F.3d 502, 506 (7th Cir. 2014). The Beesons' motion to amend did not articulate the allegations they would add to an amended complaint or include a proposed amended complaint, so the district court acted within its discretion by rejecting the motion.
Finally, the district court denied the Beesons' Rule 60(b) motion to reconsider. It is unclear if the Beesons intended to appeal that decision. Although the Beesons' notice of appeal refers to the order denying reconsideration, their opening brief does not engage with the order's reasoning or even state the relevant standard of review. Nevertheless, for the sake of completeness, we will consider the district court's ruling. We review a district court's denial of a Rule 60(b) motion for abuse of discretion. Word Seed Church v. Vill. of Hazel Crest, 111 F.4th 814, 824 (7th Cir. 2024). The Beesons claimed the district court mistakenly failed to give the term "special warranty deed" its full meaning under Illinois law. That argument appeared nowhere in the Beesons' complaint or memorandum opposing the motion to dismiss, though, and "[a]rguments raised for the first time in connection with a motion for reconsideration … are generally deemed to be waived." Mungo v. Taylor, 355 F.3d 969, 978 (7th Cir. 2004); see also Caisse Nationale de Credit Agricole v. CBI Indus., Inc., 90 F.3d 1264, 1270 (7th Cir. 1996) ("Reconsideration is not an appropriate forum for … arguing matters that could have been heard during the pendency of the previous motion."). The district court did not abuse its discretion by denying a motion based on waived arguments. Therefore, we AFFIRM.
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