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Appellate Court Date: 2019.06.13
09:50:03 -05'00'
Horwitz v. Sonnenschein Nath & Rosenthal, 2018 IL App (1st) 161909
Appellate Court DONALD P. HORWITZ, Plaintiff-Appellant and Cross-Appellee, v.
Caption SONNENSCHEIN NATH & ROSENTHAL, Defendant-Appellee
and Cross-Appellant.
District & No. First District, Fourth Division
Docket No. 1-16-1909
Filed June 29, 2018
Rehearing denied July 26, 2018
Decision Under Appeal from the Circuit Court of Cook County, No. 10-CH-43081; the
Review Hon. Moshe Jacobius, Judge, presiding.
Judgment Affirmed.
Counsel on Steven H. Gistenson and Jennifer Warner, of Dykema Gossett PLLC,
Appeal of Chicago, for appellant.
Walter Jones Jr. and Jorge Cazares, of Pugh, Jones & Johnson, P.C., of
Chicago, for appellee.
Panel JUSTICE ELLIS delivered the judgment of the court, with opinion.
Presiding Justice Burke and Justice McBride concurred in the
judgment and opinion.
OPINION
¶1 This case involves the intersection of law and equity and whether a legal remedy was
adequate such that equitable relief was inappropriate.
¶2 Donald P. Horwitz was an equity partner at the law firm of Sonnenschein Nath &
Rosenthal (SNR). In November 2000, he and SNR entered into a “special partnership
agreement,” whereby Horwitz would surrender his equity stake in exchange for a new deal that
compensated him differently for his continued, but less frequent, work for the firm. In
Horwitz’s view, SNR began breaching this new agreement almost immediately by failing to
adequately compensate him based on his contributions to the firm. Finally, after six years of
alleged breaches by SNR, Horwitz sued SNR for breach of contract and for rescission.
¶3 SNR demanded a jury trial on the breach-of-contract claim, so the chancery judge assigned
that trial to the law division. The jury awarded Horwitz $125,000 in damages—the difference,
in the jury’s eyes, between what Horwitz should have received under the special partnership
agreement and what he actually received. At that point, said SNR, Horwitz had been made
whole; he had obtained an adequate legal remedy, thus barring his equitable claim of rescission
as a matter of law.
¶4 The chancery judge disagreed, and the rescission case proceeded to a bench trial. After
trial, the chancery judge ruled that Horwitz had waited too long to bring his rescission claim
and that Horwitz’s claimed damages were too speculative to warrant recovery.
¶5 We agree with SNR that Horwitz obtained an adequate legal remedy on his
breach-of-contract action, and thus he was barred, as a matter of law, from pursuing his
equitable claim of rescission. We thus affirm the circuit court’s dismissal of the rescission
claim, albeit on a different ground.
¶6 BACKGROUND
¶7 On August 18, 2006, Horwitz filed a three-count complaint against SNR in the chancery
division of the circuit court of Cook County. Count I was an equitable claim seeking to rescind
the written agreement Horwitz and SNR entered into in November 2000, pursuant to which
Horwitz agreed to relinquish his equity stake in SNR and become a “special partner.” Count II
was a legal claim seeking damages for SNR’s breach of the special partner agreement. Count
III sought damages for unjust enrichment.
¶8 The chancery judge dismissed the complaint. Horwitz amended the complaint, and the
court ultimately dismissed it again. In 2010, this court reversed that dismissal and remanded
the matter for further proceedings. See Horwitz v. Sonnenschein Nath & Rosenthal, LLP, 399
Ill. App. 3d 965, 979 (2010).
¶9 After three years of discovery in the circuit court, in March 2013, SNR demanded a jury
trial on the breach-of-contract claim in advance of a bench trial on the rescission claim. SNR’s
reasoning was that a judge sitting in chancery might make findings of fact that could be
binding on a jury; to ensure that the jury’s role as fact finder was not encroached upon, it was
necessary to first try Horwitz’s legal claims to a jury. Ultimately, in October 2013, the circuit
court, over vigorous opposition from Horwitz, granted SNR’s request and transferred the
breach-of-contract action to the law division for a jury trial.
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¶ 10 In April 2014, a judge sitting in the law division conducted a jury trial on Horwitz’s
breach-of-contract claim. During closing arguments, Horwitz’s attorney asked the jury to
award him an amount of damages that “would fairly compensate Mr. Horwitz for the
production he had.” The verdict form used by the jury asked it to assess damages by
determining (1) “[t]he amount of money Mr. Horwitz should have received in addition to his
retirement benefits if [SNR] had not breached the Contract” and (2) “[t]he amount of money
Mr. Horwitz actually received from [SNR].”
¶ 11 The jury determined that (1) SNR should have paid Horwitz $373,000 and (2) SNR
actually paid Horwitz $248,000. The jury thus awarded Horwitz the difference, or $125,000 in
damages. The law division judge later entered judgment on the jury’s verdict and transferred
the case back to the chancery division.
¶ 12 When the case returned to the chancery division, SNR filed a motion opposing Horwitz’s
ability to further pursue his equitable rescission claim in light of the legal remedy he obtained
in the law-division portion of the case. SNR maintained that the damages Horwitz was
awarded in the breach of contract trial were an adequate remedy at law and thus negated his
ability to seek equitable remedies. In September 2014, the chancery judge denied SNR’s
motion.
¶ 13 Undaunted, SNR then filed a “motion for a specific finding whether Horwitz received an
adequate remedy at law.” That motion requested exactly what its name suggested: a finding by
the circuit court that the recovery Horwitz obtained in the law division trial was an adequate
remedy at law, and a corresponding finding that Horwitz was therefore barred from seeking
equitable remedies. Simultaneously, SNR also filed a motion to dismiss pursuant to section
2-619 of the Code of Civil Procedure (735 ILCS 5/2-619 (West 2014)), arguing that the circuit
court lacked subject-matter jurisdiction over Horwitz’s equitable claims because he did not file
a posttrial motion after the law division judge entered judgment against Horwitz in the breach
of contract trial. Both motions were summarily denied.
¶ 14 The case then proceeded to a bench trial on Horwitz’s rescission claim. We summarize the
evidence at trial as follows.
¶ 15 In 1990, Horwitz began working at SNR and soon became an equity partner. In 1997, a
man named Duane Quaini became SNR’s chairman. At trial, Quaini testified that when he
became chairman, SNR’s financial condition was “not good.” He explained that SNR had
“fallen behind” other Chicago law firms based on revenue metrics and partner income. That
was problematic for SNR, according to Quaini, because it posed the “danger” that “partners
*** will begin to leave because they can make more money” at other firms.
¶ 16 To correct course, in 1997, Quaini concluded that it was necessary for SNR to implement
two changes. First, SNR decided to ask 17 equity partners, who were selected “based on their
long-term lack of production,” to either leave the firm or become special partners. And second,
between 1997 and 1999, SNR, with some limited exceptions, began to require its partners to
book 1800 billable hours annually. Quaini explained that the 1800-hour requirement was
deemed necessary because SNR “had too many partners who were not working hard enough
and we wanted to *** motivate them to work at acceptable levels.” Horwitz, who during his
tenure as equity partner never booked more than 1272 billable hours in a single year, was one
of the equity partners that SNR asked to transition to the role of “special partner.”
¶ 17 In November 2000, Horwitz and SNR entered into a letter agreement, pursuant to which
Horwitz agreed to relinquish his equity stake in SNR and become, effective January 1, 2001, a
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special partner. In turn, SNR agreed to compensate Horwitz based on, among other things,
Horwitz’s “then-current contribution to the Firm and the Firm’s current practice with regard to
compensating Special Partners.” At trial, Horwitz testified that (1) SNR’s obligation to
compensate him based on his contributions to SNR was the “heart” of the special partner
agreement, (2) he would not have entered into the agreement unless it contained that term, and
(3) SNR could have not complied with the agreement by paying him a fixed salary.
¶ 18 Cracks soon appeared in the Horwitz/SNR relationship. In September 2001, Horwitz sent
SNR a memorandum claiming responsibility for $945,000 in billings and stipulating that his
2001 billings could end up as high as $1.4 million. Yet to Horwitz’s dismay, in January 2002,
he was informed that his 2001 contribution-based bonus would be $71,000—a pittance
compared to what he expected to receive. Horwitz protested, which prompted SNR to
supplement his 2001 bonus with an additional $10,000 payment. Unsatisfied, Horwitz sent a
memorandum to one of SNR’s managers, again protesting that his 2001 contribution-based
bonus was too low. Horwitz concluded by stating, “It appears I made a grave mistake in
agreeing to retire five years early without a firm and detailed understanding of how I would be
compensated during my years of early retirement.”
¶ 19 In February 2002, Horwitz learned that his contribution-based bonus for 2002 would be
$17,000. In early 2003, Horwitz was told that he would be paid an additional $21,000 for the
year 2002. Including his retirement benefit of $62,000, that brought Horwitz’s total
compensation for 2002 to $100,000. In early 2004, Horwitz had a meeting to discuss his 2004
compensation. Horwitz was informed that his year-over-year special partner compensation
was decreasing from $38,000 to $37,000 because his retirement pay was increasing from
$62,000 to $63,000. In addition, according to Horwitz, SNR informed him that it was “moving
towards paying me a fixed amount of $100,000 per year including my retirement benefit.”
Horwitz explained that being paid a fixed rate was not consistent with his special partner
agreement because “[SNR] promised to pay me for what I contributed from time to time ***. It
was never to be a fixed amount.” Later at trial, Horwitz acknowledged having a meeting with
SNR wherein he was informed that 2005 would be the last year he would receive a
contribution-based bonus.
¶ 20 In March 2006, Horwitz appealed SNR’s decision to the chairman, Quaini. The meeting
resulted in no change in SNR’s position with respect to Horwitz’s compensation. Horwitz then
filed this lawsuit in August 2006.
¶ 21 As stated above, the case finally terminated on June 14, 2016, when the chancery judge
denied Horwitz’s rescission claim in a carefully detailed memorandum opinion. The chancery
judge ruled that Horwitz had waited too long—a good six years into the new agreement—to
ask for a rescission claim that would unwind the contract and restore him to full equity-partner
status. The court also found Horwitz’s claims for damages speculative for two reasons. First,
the points that SNR doled out to equity partners for profit-sharing on an annual basis greatly
varied between partners, and it was impossible to know what point level plaintiff would have
received. Second, equity partnership came up for renewal every two years, and it was pure
speculation to assume that Horwitz would have survived the cut every two years over that
six-year period from 2000 to 2006—especially given that SNR had obviously targeted Horwitz
for a change in status, and Horwitz himself had contemplated a lesser role with the firm.
¶ 22 The chancery judge also specifically rejected, yet again, SNR’s argument that Horwitz had
an adequate remedy at law. The court’s analysis bears quoting in full:
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“This Court has continued to explain to [SNR] that the rescission claim is a separate
legal claim based on different elements which [Horwitz] has at least a right to present at
trial so that the Court might determine whether he is able to prove his claim. The
rescission claim is based on the theory that [SNR] so violated the special partner
agreement through no fault of [Horwitz] that he should be restored to his former status
as an equity partner. In this context, it is vital to understand that restitution to the former
position is an entirely separate remedy than a damages claim for breach of contract.
***
In this case, Horwitz alleged that SNR wrongfully obtained the benefit of his equity
interest which it utilized to its own aggrandizement by either dividing up his interest to
other equity partners or to attract new equity partners to the firm. This is clearly not the
equivalent of Horwitz’s damages or losses. On his rescission claim, Horwitz was, at a
minimum, permitted to proceed to trial to demonstrate that he should have been
restored to his equity interest and to be made whole with regard to this right. The jury
award did not, ipso facto, confer an adequate remedy upon Horwitz ***.”
¶ 23 This appeal and cross-appeal followed.
¶ 24 ANALYSIS
¶ 25 In his appeal, Horwitz argues that the circuit court erred in denying his rescission claim for
various reasons. SNR has filed a cross-appeal; among its arguments is that the rescission trial
never should have been held because Horwitz’s recovery in the breach-of-contract trial
constituted an adequate remedy at law, and so the circuit court should have dismissed the
rescission claim immediately when the case was transferred back to the chancery division. We
may affirm the trial court’s judgment following a bench trial on any basis in the record,
regardless of whether the trial court relied on that basis. Northwestern Memorial Hospital v.
Sharif, 2014 IL App (1st) 133008, ¶ 25.
¶ 26 Before we reach the merits, however, we must address a purported defect in the circuit
court’s subject-matter jurisdiction that SNR raises. See Belleville Toyota, Inc. v. Toyota Motor
Sales, U.S.A., Inc., 199 Ill. 2d 325, 334 (2002) (“[T]his court has an obligation to take notice of
matters which go to the jurisdiction of the circuit court ***.”). SNR points to the jury verdict in
the law division on the breach-of-contract claim and notes that Horwitz did not file a posttrial
motion for new trial or judgment n.o.v. claiming that the jury’s award of damages was
insufficient. Instead, the law division judge simply entered judgment on the verdict. In SNR’s
view, because Horwitz left the jury’s verdict on the breach-of-contract count undisturbed, he
“waived the argument that his jury award was not an adequate remedy at law—a finding that is
necessary for Horwitz’s equitable claims.” SNR views the adequacy of a legal remedy as a
jurisdictional bar to the chancery court even considering the rescission claim.
¶ 27 It is one thing to say that, if an adequate legal remedy is available to Horwitz, his equitable
claim is barred as a matter of law. It is quite another, however, to say that Horwitz’s adequate
legal remedy means the chancery court lacks jurisdiction over that rescission claim. The
former statement is indisputably correct. The latter is flat wrong.
¶ 28 Subject-matter jurisdiction is the power of a court to hear and determine cases of the
general class to which the proceeding in question belongs. Id. Aside from the court’s power to
review administrative actions, which is conferred by statute, “a circuit court’s subject matter
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jurisdiction is conferred entirely by our state constitution,” specifically section 9 of article VI.
McCormick v. Robertson, 2015 IL 118230, ¶ 19; see Ill. Const. 1970, art. VI, § 9. Section 9
confers upon the circuit court subject-matter jurisdiction over “all justiciable matters” other
than redistricting or actions involving the governor’s ability to serve. Ill. Const. 1970, art. VI,
§ 9. The point here is “to create a single integrated trial court structure [citation], thereby
vesting the circuit courts with jurisdiction to adjudicate all controversies.” Stevens v.
Protectoseal Co., 27 Ill. App. 3d 724, 729 (1975).
¶ 29 In so doing, our 1970 constitution effectively “abolished the distinction between courts of
law and equity” in Illinois. Id. As such, “so long as a case presents a justiciable matter, the
circuit court has jurisdiction and the presence or absence of an adequate remedy at law is an
irrelevant consideration.” Id. The chancery judge did not lack jurisdiction to hear the rescission
claim, nor do we lack jurisdiction to review the court’s judgment on appeal.
¶ 30 With our jurisdiction confirmed, we turn to the merits of SNR’s claim that Horwitz’s
rescission claim was barred because he had an adequate legal remedy.
¶ 31 It has been long established that a court will not grant equitable relief if the plaintiff has an
adequate remedy at law. Anderson v. Olsen, 188 Ill. 502, 506 (1900); Black v. Miller, 173 Ill.
489, 491-92 (1898); see Watson v. Sutherland, 72 U.S. (5 Wall.) 74, 79 (1866) (“The absence
of a plain and adequate remedy at law affords the only test of equity jurisdiction ***.”);
Lonesome Dove Petroleum, Inc. v. Holt, 889 F.3d 510, 516 (8th Cir. 2018) (“ ‘[T]he
touchstone for equity is the lack of an adequate legal remedy.’ ” (quoting Superior, Inc. v.
Behlen Manufacturing Co., 2007 ND 141, ¶ 17, 738 N.W.2d 19)). The absence of an adequate
remedy at law is not an element of an equitable claim but rather a condition precedent to
seeking equity itself. CC Disposal, Inc. v. Veolia ES Valley View Landfill, Inc., 406 Ill. App. 3d
783, 789 (2010); see Roland Machinery Co. v. Dresser Industries, Inc., 749 F.2d 380, 386 (7th
Cir. 1984) (“The absence of an adequate remedy at law is a precondition to any form of
equitable relief.”).
¶ 32 Reflecting its deep and well-understood roots in the law of equity, Illinois courts have
faithfully applied the adequacy rule across the spectrum of equitable claims. See, e.g., Devyn
Corp. v. City of Bloomington, 2015 IL App (4th) 140819, ¶ 73 (equitable accounting);
Kopchar v. City of Chicago, 395 Ill. App. 3d 762, 772 (2009) (injunctions); Nesby v. Country
Mutual Insurance Co., 346 Ill. App. 3d 564, 567 (2004) (unjust enrichment); Lewsader v.
Wal-Mart Stores, Inc., 296 Ill. App. 3d 169, 175 (1998) (equitable lien and quantum meruit);
Dickens v. Quincy College Corp., 245 Ill. App. 3d 1055, 1061-62 (1993) (partial performance);
Patrick Media Group, Inc. v. City of Chicago, 255 Ill. App. 3d 1, 8 (1993) (reformation);
Abrams v. Rapoport, 163 Ill. App. 3d 748, 753 (1987) (specific performance).
¶ 33 Rescission is no different. Rescission of a contract is an equitable remedy that cancels a
contract and restores the parties to the status quo ante—the status before the contract. Newton
v. Aitken, 260 Ill. App. 3d 717, 719 (1994). As with other equitable remedies, a court will not
grant rescission if the plaintiff has an adequate remedy at law. Id. at 720; see also CC Disposal,
406 Ill. App. 3d at 789 (“The trial court should have made a specific finding plaintiff had no
adequate remedy at law before proceeding to consider equitable relief in the form of a
rescission of the contract.”); Scott & Fetzer Co. v. Montgomery Ward & Co., Inc., 129 Ill. App.
3d 1011, 1021-22 (1984) (trial court properly denied rescission claim, as it was “axiomatic that
it is not error for the trial court to deny equitable relief when an adequate remedy at law exists”
and “[i]n the case before us, an adequate remedy at law exist[ed]”—contractual damages),
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aff’d, 112 Ill. 2d 378 (1986); see also Dow Chemical Co. v. United States, 226 F.3d 1334,
1345-46 (Fed. Cir. 2000) (“Because rescission is essentially an equitable remedy, it will not
ordinarily be invoked where money damages—in this case damages for breach of
contract—will adequately compensate a party to the contract.”).
¶ 34 The chancery court did not take issue with this well-established principle. Rather, the court
simply ruled that Horwitz’s remedy for breach of contract was not adequate. Indeed, while the
legal principle has been settled for centuries, its application in a given case may be more
difficult. Whether a legal remedy is “adequate” is an intensely case-specific inquiry.
¶ 35 As our supreme court has made clear, the question of whether a legal remedy is “adequate”
entails two discrete inquiries. First and foremost, the court must consider whether the legal
remedy is capable of making the plaintiff “whole.” See, e.g., Linder v. Potier, 409 Ill. 407, 410
(1951) (to be entitled to equitable remedy for breach of contract, “it must appear that the
promisee cannot be made whole by damages, or by other adequate remedy at law”); Weir v.
Weir, 287 Ill. 495, 502-03 (1919) (“[U]nless the one who has performed the contract in good
faith can be made whole in damages he is left without any adequate remedy at law ***.”); see
also CC Disposal, 406 Ill. App. 3d at 788 (“If a party’s injury can be adequately compensated
through money damages, it has an adequate remedy at law.”). The wholeness requirement
keeps the adequacy formulation in lockstep with the purpose of compensatory damages in a
breach-of-contract action: “to make the injured party whole and not to give him a profit.” J.F.
Equipment, Inc. v. Owatonna Manufacturing Co., 143 Ill. App. 3d 208, 217 (1986).
¶ 36 The second requirement is that the legal remedy must be “clear, complete, and as practical
and efficient to the ends of justice and its prompt administration as the equitable remedy.”
(Internal quotation marks omitted.) Bio-Medical Laboratories, Inc. v. Trainor, 68 Ill. 2d 540,
549 (1977); Devyn Corp., 2015 IL App (4th) 140819, ¶ 73; Fischer v. Brombolich, 207 Ill.
App. 3d 1053, 1065 (1991); Cullen Electric Co. v. Cullen, 218 Ill. App. 3d 726, 734 (1991);
Prairie Eye Center, Ltd. v. Butler, 329 Ill. App. 3d 293, 304 (2002). So it must be more than a
theoretical right to recovery. The court takes a practical view of the circumstances in
determining whether the legal remedy could make the plaintiff whole.
¶ 37 For example, we found rescission appropriate, for lack of an adequate legal remedy, in CC
Disposal, 406 Ill. App. 3d at 786, where the plaintiff waste-disposal company contracted with
the defendant landfill to dump its residential and commercial waste six days a week, only to
have the landfill later decide to close on Saturdays. We upheld the trial court’s finding that the
legal remedy for breach of contract was inadequate based on the plaintiff’s testimony at trial
that the closing of the landfill on Saturdays interfered with the plaintiff’s entire schedule of
waste hauling, thus threatening the viability of the company. Id. at 791. We agreed with the
trial court that it was “impossible to put a dollar value” on the loss of an entire business. Id. at
789.
¶ 38 In Trainor, 68 Ill. 2d at 549, our supreme court held that a temporary restraining order was
properly entered to prevent the Department of Public Aid from stripping a company of its
status as a Medicaid provider. The court reasoned that the company’s suspension “would cause
damages of an uncertain magnitude,” given that 90 percent of the company’s business
involved Medicaid payments. Id. And a legal remedy might be unavailable, in any event, as
“[a]ny subsequent action against the State by the plaintiff for damages resulting from an
unlawful suspension would certainly raise issues of governmental immunity.” Id.
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¶ 39 On the other hand, we found the legal remedy adequate, and rescission thus inappropriate,
in Scott & Fetzer Co., 129 Ill. App. 3d at 1013, a case involving a fire at a Montgomery Ward
(Wards) warehouse in Bensenville. Among other things occurring in that case, Wards sued the
fire-alarm company, Burns Electronic Security Services, Inc. (Burns), seeking rescission of its
contract. Id. The contract between Wards and Burns limited the liability of Burns for fire
damage to the warehouse to “ ‘10% of the annual service charge or $250.00, whichever is the
greater.’ ” Id. at 1014. Wards argued that rescission was appropriate and that the legal remedy
was “not as ‘complete’ as those available to it if the contract were rescinded.” Id. at 1022. This
court upheld the dismissal of the rescission count, agreeing with Burns that the legal remedy
was appropriate, and thus rescission was not. It made no difference that Wards was “unhappy
with its contractual remedy” or that it later found the agreement “unwise or improvident.” Id.
Wards got what it bargained for in the event of a breach, even if, in hindsight, it would have
preferred a greater recovery. Id.
¶ 40 We also upheld the trial court’s refusal to grant the equitable remedy of specific
performance in Abrams, 163 Ill. App. 3d at 753, where the plaintiffs claimed a breach of the
implied warranty of habitability in the defendant’s construction of their condominium units.
We reasoned that the plaintiffs had an adequate legal remedy of “money damages for the
reasonable cost of correcting the defects or completing any necessary construction, or for any
diminution in value attributable to the defect where reconstruction would result in economic
waste.” Id. Thus, the trial court properly directed a verdict in the defendant’s favor on the
specific-performance count. See id.
¶ 41 The different circumstances of various cases make it impossible to craft bright-line rules as
to when a legal remedy is adequate. The argument could be raised at the outset of the case, as it
often does with actions for injunctive relief, like Trainor. The argument could be raised at the
pleading stage (Scott & Fetzer), by way of summary judgment, at the close of the plaintiff’s
case at trial (Abrams), or at the close of trial as a whole (CC Disposal). It may require sworn
testimony, as in CC Disposal; the contract alone may be the decisive factor, as in Scott &
Fetzer; or the common law may supply the answer in and of itself, as with Abrams. In many
cases, such as Trainor, it may simply be too early in the litigation to know with certainty
whether the legal remedy is clear, practical, and sufficient to make the plaintiff whole.
¶ 42 But we have none of those vagaries here. Under no plausible view could we say that it was
“impossible to put a dollar value” (CC Disposal, 406 Ill. App. 3d at 789) on Horwitz’s
damages for breach of contract. It was not only possible; it happened. The contract action went
to trial. Horwitz asked the jury to give him the difference between what he should have
received from SNR, had the special partnership contract not been breached, and what he did
receive. The jury did that: it determined that a breach occurred, it determined how much money
SNR should have paid Horwitz under the special partner agreement ($373,000), it subtracted
what SNR actually paid Horwitz ($248,000), and it awarded Horwitz the difference
($125,000). In the jury’s mind, it made Horwitz whole.
¶ 43 Not in Horwitz’s mind, to be sure. But he did not appeal that judgment, nor did he seek a
new trial or an additur. And the completeness of the legal remedy surely cannot depend on
whether the plaintiff is happy with what the jury awarded him. See Scott & Fetzer Co., 129 Ill.
App. 3d at 1022 (defendant not entitled to rescission merely “because it is unhappy with its
contractual remedy”).
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¶ 44 Nor does it matter that Horwitz could have recovered a greater sum by ripping up the
special partnership contract and returning to his pre-contract status as an equity partner. Even if
it were possible to accomplish that feat (the chancery judge believed it was not, that Horwitz’s
claimed rescission damages were too speculative (see supra ¶ 21)), a legal remedy is adequate
if it makes the plaintiff whole for the breach of contract—if it awards the plaintiff the
difference between what he deserved under the contract and what he received under the
contract. An adequate legal remedy should not be confused with the best or maximum remedy.
Equitable principles do not intervene to give a plaintiff the best possible outcome or merely to
add another weapon to a plaintiff’s arsenal. They enter the picture if and only if the legal
remedy cannot make a plaintiff whole. See Scott & Fetzer Co., 129 Ill. App. 3d at 1022.
¶ 45 In reaching the opposite conclusion, the chancery judge first emphasized that Horwitz’s
rescission claim was a “separate legal claim based on different elements” than the breach of
contract claim. No doubt, a breach-of-contract claim is different than a claim for rescission or,
for that matter, any other equitable claim. That will always be true. If that made a difference,
no legal remedy would ever be deemed adequate.
¶ 46 The chancery judge also reasoned that, because Horwitz’s rescission claim sought that he
be “restored to his equity interest and to be made whole with regard to this right,” the jury’s
verdict was not an “ipso facto” adequate remedy. But Horwitz had a right to be made “whole”
with regard to his equitable claim if and only if he could not be made “whole” via his legal
remedy for breach of contract. The jury awarded him damages to make him whole for the
breach. He was thus entitled to no further relief under the law.
¶ 47 Horwitz willingly entered into a contract with SNR. He is entitled to the benefit of that
contract. The jury awarded him damages to give him that benefit. His legal remedy was thus
adequate, and his claim for rescission was barred as a matter of law. We thus affirm the trial
court’s dismissal of the rescission claim, albeit on a different ground.
¶ 48 Affirmed.
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