Paul B. Porvaznik, Bielski Chapman, Ltd.
312-583-9430 | Email Paul B. Porvaznik
Court Finds Parties’ Course of Conduct Supports Implied-in-Fact Contract, Rejects Statute of Frauds Challenge at Pleading Stage
In Accentuated Luxury LLC v. Mielle Organics, LLC, No. 25 C 4394, 2026 WL 1533849 (N.D.Ill. June 1, 2026), the Northern District provided a useful primer on the pleading elements required to survive a Rule 12(b)(6) of the Illinois Rules of Professional Conduct of 2010 (RPC) motion to dismiss in the context of a designer’s oral contract dispute with two property owners and their haircare business.
The plaintiffs alleged a breach of three express contracts — Contracts A, B and C — for interior design services done by the defendants on three separate properties: a Florida residence, an Indiana residence, and a corporate headquarters. None of the contracts were in writing. The plaintiffs sought damages for about two years’ worth of services on the three sites.
The plaintiffs alleged that the parties’ express contract was defined by their course of performance, which largely followed a three-step sequence: (1) the defendants verbally would request the plaintiffs’ services, (2) the plaintiff would purchase materials up front and provide services, and (3) the plaintiffs’ would later invoice the defendants for the services provided.
In largely sustaining the plaintiffs’ claims, the court set forth the requisite pleading elements for breach of contract in Illinois.
A breach-of-contract plaintiff must allege (1) the existence of an enforceable contract, (2) performance by the plaintiff, (3) breach by the defendant, and (4) damages. A contract can be either express or implied in fact. A valid contract requires offer, acceptance, and consideration, and there must be mutual assent to the contract’s key terms. Mutual assent is determined by the actions of the parties; it is not enough for one party to “subjectively believe a contract is formed.” 2026 WL 1533849 at *3.
An implied-in-fact contract contains all elements of an express contract with the salient difference being that its terms are inferred from the parties’ conduct. An implied-in-fact contract is one in which a contractual duty is imposed by a promissory expression gleaned from facts and expressions of a promisor showing an intention to be bound. Id.
Contracts A and B
The court held that the plaintiffs sufficiently alleged enforceable implied-in-fact contracts for Contracts A and B (the Indiana and Florida projects, respectively). The court focused on the allegations that the defendants made an offer to the plaintiffs to perform design services, and that the plaintiffs accepted the offer by commencing to perform services on the property.
The court also thought it was important to note that the plaintiffs’ allegations that the defendants verbally agreed to pay a $10,000 monthly stipend; agreed to reimburse the plaintiffs for travel, lodging, and material purchases; and, critically, paid multiple invoices. The court viewed the allegations as setting forth sufficient indicia of a meeting of the minds. In short, the plaintiffs’ allegations plausibly suggested more than a unilateral expectation of reimbursement on the part of the plaintiffs. Id.
The defendants argued that Contract B — which involved a Florida house — was barred by the one-year rule under the Frauds Act, 740 ILCS 80/0.01, et seq., commonly known as the statute of frauds, since this contract lacked an end date. The statute of frauds’ one-year rule posits that if a contract cannot possibly be performed within one year of its formation, it is barred unless it is written. The test is whether the contract is capable of performance within one year of inception, not whether completion during that time is likely. 2026 WL 1533849 at *4. Rejecting the defendants’ statute of frauds’ argument, the court found there was nothing in the complaint allegations to suggest that the plaintiffs’ design services could not have been performed within one year. 2026 WL 1533849 at **4 – 5.
Contract C
The court did grant without prejudice the defendants’ motion to dismiss the plaintiffs’ Contract C claim, which involved a commercial site. The court found the plaintiffs failed to adequately plead mutual assent to this contract’s terms. The court noted that unlike the plaintiffs’ Contracts A and B allegations, the plaintiffs failed to allege that the individual defendants paid Contract C invoices. Instead, the plaintiff vaguely alleged that the corporate defendant usually paid the invoices. The court ruled that absent a documented history of the defendants paying the plaintiffs’ invoices — as was alleged for Contracts A and B — the plaintiffs did not plausibly allege mutual assent to Contract C’s terms. At most, the plaintiffs portrayed a “subjective belief” that the defendants would reimburse the plaintiffs. 2026 WL 1533849 at *5. The court underscored the principle that unilateral understandings of a claimant do not rise to the level of an enforceable oral contract under Illinois law. Id.
Takeaways
The case illustrates in sharp relief the importance of having a written agreement that spells out each sides reciprocal obligations. Failing that, a court will look to the parties’ course of conduct in efforts to supply missing contract terms. Accentuated Luxury also stresses that the statute of frauds’ one-year rule will not bar a claim unless its objectively impossible to complete performance within one year of a contract’s making. Finally, the case cements the proposition that a plaintiff’s subjective belief or unilateral expectation of being paid is not enough to state an enforceable, express contract claim.
For more information about commercial disputes, see BUSINESS AND COMMERCIAL LITIGATION (IICLE®, 2026). Online Library subscribers can view it for free by clicking here. If you don’t currently subscribe to the Online Library, visit www.iicle.com/subscriptions.