An express contract is proven by an actual agreement or by the expressed words used by the parties. An implied contract is proven by circumstances showing that the parties intended to contract...." In re Brumshagen's Estate , 27 Ill. App. 2d 14, 23, 169 N.E.2d 112, 116–17 (1960). The Court will review the evidence that supports each of these theories.
In the case of Apple v. Apple (1950), 407 Ill. 464, 95 N.E.2d 334, the Illinois Supreme Court held that a power of attorney creates a fiduciary relationship as a matter of law. ( Apple v. Apple (1950), 407 Ill. 464, 470, 95 N.E.2d 334, 337.) In In re Estate of Brumshagen (1960), 27 Ill. App.2d 14, 169 N.E.2d 112, the court relied on Apple in finding that "a fiduciary relationship existed between the claimant and decedent by virtue of the power of attorney." ( In re Estate of Brumshagen (1960), 27 Ill. App.2d 14, 22, 169 N.E.2d 112, 116.)
In In re Lyons' Estate, 303 Ill. App. 642, 25 N.E.2d 555, expressions of decedent that "he did not know how he could get along without his sister-in-law keeping house for him, and that he was `really going to take care of her later on,'" were considered sufficient to rebut the presumption that services performed by a relative were intended to be gratuitous. It was further held that a provision for the claimant in decedent's will did not militate against her claim. [1, 2] In re Estate of Brumshagen, 27 Ill. App.2d 14, on 22, 169 N.E.2d 112, the court cited the following rule which is observed by the Illinois courts: "Where no kin or family relationship exists between the parties, and one accepts and retains the beneficial results of another's services which were rendered at his own insistence and request and which he had no reason to suppose were gratuitous, the law will imply liability for such services in such an amount as they are reasonably worth.
An agreement may be said to be implied when it is inferred from the acts or conduct of the parties. . . .In re Estate of Brumshagen, 27 Ill.App.2d 14, 23, 169 N.E.2d 112, 117 (2nd Dist. 1960). The evidence regarding the conduct and course of dealing between the parties here is unequivocal and more than sufficiently presents a reasonable basis upon which the jury could have concluded that an implied-in-fact contract existed.
Receipt of payment in such a context creates what is called an 'implied-in-fact contract' and is treated just like an express contract.Al's Service Ctr. v. BP Products North Am., Inc., 599 F.3d 720, 725-26 (7th Cir. 2010) (internal citations omitted); In re: Brumshagen's Estate, 27 Ill.App.2d 14, 23 (2d Dist. 1960) ("The only difference between an express contract and an implied contract is the mode of proof. An express contract is proven by an actual agreement or by the expressed words used by the parties.
Id. (citing Quinlan v. Stouffe, 823 N.E.2d 597, 602 (Ill. App. Ct. 2005)). A jury may infer the existence of an implied-in-fact contract from the parties' general course of dealing. Dallis v. Don Cunningham & Assocs., 11 F.3d 713, 716 (7th Cir. 1993) (citing In re Estate of Brumshagen, 169 N.E.2d 112, 117 (Ill. App. Ct. 1960)). Plaintiffs and Walgreens do not dispute that, from 2007 to 2012, Walgreens routinely paid for Plaintiffs' goods by issuing letters of credit listing Sunny as the sole beneficiary.
Under Illinois law, conduct—like accepting payment—can show acceptance. See Bull v. Mitchell, 448 N.E.2d 1016, 1023 (Ill. App. 1983) ("An agreement may be inferred from the acts or conduct of the parties instead of their spoken words ...." (citing In re Brumshagen's Estate, 169 N.E.2d 112 (Ill. App. 1960)). So a reasonable jury could find that by accepting Rowan's $170 payment, Blatt accepted Rowan's counteroffer and created a binding agreement between the parties.
In Illinois an implied contract arises from circumstances showing that the parties intended to contract or by circumstances showing a general course of dealing between them. In Re Estate of Brumshagen, 27 Ill. App.2d 14, 169 N.E.2d 112, 117 (1960). While unequivocal proof of a written or oral offer and acceptance is not essential to establish a contract under this theory, unambiguous conduct of one party toward another under circumstances clearly manifesting an intention that one is to perform and the other is to compensate for such performance must be shown. 17 C.J.S. Contracts § 4(b) (1963).
Implied contracts include contracts implied in fact and "quasi" or constructive contracts. In the case of In re Estate of Brumshagen, 27 Ill. App.2d 14, 23, 169 N.E.2d 112, 117 (1960), the Court stated: "An implied contract is proven by circumstances showing that the parties intended to contract or by circumstances showing the general course of dealing between the parties.
An implied contract is proved by circumstances showing the parties intended to contract or by circumstances showing the general course of dealing between the parties. In re Brumshagen's Estate, 27 Ill. App.2d 14, 169 N.E.2d 112 (1960) — A contract implied in fact does not describe a legal relationship different from that created by an express contract. Johnson v. Whitman, supra; Restatement of Contracts 5, Comment a (1932).