24-2716 WILLIAM BROKAW PRICE , SHARON PRICE , and WINDFALL PROPERTIES, LLC v. CARRI SCHARF TRUCKING , INC ., CARRI SCHARF MATERIALS COMPANY, and JOSEPH A. SCHARF

In the
United States Court of Appeals
For the Seventh Circuit
____________________
Nos. 24-2481, 24-2500, 24-2575, & 24-2716
WILLIAM BROKAW P RICE , SHARON P RICE , and WINDFALL
P ROPERTIES, LLC,
Plaintiffs-Appellants, Cross-Appellees,
v.
C ARRI SCHARF T RUCKING , INC ., C ARRI SCHARF MATERIALS
C OMPANY, and J OSEPH A. SCHARF ,
Defendants-Appellees, Cross-Appellants.
____________________
Appeals from the United States District Court for the
Central District of Illinois.
No. 1:19-cv-01162 — Michael M. Mihm, Judge.
____________________
A RGUED A PRIL 15, 2025 — D ECIDED J UNE 13, 2025
____________________
Before EASTERBROOK , KOLAR , and MALDONADO, Circuit
Judges.
KOLAR , Circuit Judge. In 1997, plaintiff William Brokaw
Price’s parents and defendant Carri Scharf Trucking, Inc.
(CST) agreed to a contract for surface-level mining of sand,

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2 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
gravel, and topsoil on the Prices’ property.1 When CST’s min-
ing activity dwindled in the mid-2000s, Brokaw’s father Bill
Price sent a letter instructing CST not to push accumulated
stockpiles of sand into a lake that had formed on the property.
As the end of the contract neared in 2010, Bill Price wrote CST
about possible future plans for the property but passed away
shortly thereafter.
Several years later, Brokaw realized that the property still
bore the marks of CST’s mining activity. This discovery set off
an extended back-and-forth where Brokaw repeatedly de-
manded CST perform its contractual duty to reclaim the prop-
erty, CST eventually yielded, and Brokaw then insisted that
CST’s reclamation activity trespassed on land that was never
subject to the contract. After discussions broke down com-
pletely, Brokaw (along with his wife Sharon Price and their
LLC) sued CST for breach of contract. CST responded with a
breach counterclaim based on the Prices’ trespass accusations.
The Prices’ breach of contract claim proceeded to a jury;
CST’s counterclaim did not. The first trial in the case was a
mistrial. The second ended in a verdict for CST. Afterward,
the district court denied the Prices’ motion for judgment as a
matter of law. It also rejected CST’s request for attorney’s fees
pursuant to a fee-shifting provision in the contract. The Prices
now appeal on the merits, while CST cross-appeals on attor-
ney’s fees.
1 The parties refer to the three defendants collectively and inter-
changeably as “CST.” We follow their lead. Similarly, we call the three
plaintiffs the Prices. Finally, the parties refer to William Brokaw Price as
“Brokaw.”

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Nos. 24-2481, 24-2500, 24-2575, & 24-2716 3
We affirm in both respects. Contrary to the Prices’ reading,
the parties’ contract does not set a firm deadline for reclama-
tion, and its requirement that CST obey Bill Price’s “reasona-
ble” instructions opens the door to a jury resolving factual dis-
putes about the existence and nature of any such instructions.
Thus, the case appropriately reached a jury, which had a suf-
ficient basis for the verdict. As for attorney’s fees, the con-
tract’s fee-shifting language benefits only a party that enforces
the contract’s terms, so CST’s successful defense at trial does
not trigger that provision.
I. Background
A. Factual History
William Brokaw Price’s parents, Bill and Barbara Price,
owned two adjacent parcels of land in McLean County, Illi-
nois, which we will call the Property. One of the parcels, the
aptly named Farm Tract, was primarily used for farming, alt-
hough it also contained a house. The other was the Mining
Tract, which held 8.25 million tons of high-quality under-
ground sand and gravel. This material was ideal as aggregate
for cement and concrete.
To capitalize on this opportunity, Bill and Barbara signed
the relevant Contract with CST in 1997. The Contract afforded
CST the right to extract sand, gravel, and topsoil from the
Property in exchange for royalty payments based on the
amount of material removed from the premises. CST’s mining
process involved removing topsoil and clay, known as over-
burden, until the groundwater level rose high enough for a
dredge to float and vacuum up the sand and gravel below it.
The parties envisioned that the mining would create a small
lake on the Property.

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4 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
At the core of the parties’ dispute is Article 14 of the Con-
tract, which we quote in full2:
ARTICLE 14. Condition at Termination
At the end of the Contract period and any ex-
tension herein, all equipment and improve-
ments shall remain the property of Scharf.
Scharf agrees, at Scharf’s expense, to totally re-
move all of said equipment and improvements,
including the scale house, office, building foun-
dations, etc. The lake is to be left with a clean
shoreline of thirty-degree slope, and any re-
maining sand, gravel or overburden will be dis-
tributed over the premises. Reasonable plans
and directions of Price as to the distribution of
said left-over materials shall be complied with
at Scharf’s sole expense.
Articles 8 and 9 are also relevant. They provide that the
Contract is contingent on CST securing government permits
for the mining activity, and that CST must comply with those
permits and all other environmental regulations.
Finally, Article 18 is the basis for CST’s cross-appeal. It
specifies that “[e]ither party shall be entitled to recover from
the other party any and all costs and expenses, including rea-
sonable attorney’s fees, in successfully enforcing the terms
and provisions of this Agreement.”
Not long after signing the Contract, CST secured the nec-
essary Special Use Permit from McLean County. The permit
imposed reclamation obligations that aligned with Article
2 We reiterate that Scharf and CST are interchangeable in this case.

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Nos. 24-2481, 24-2500, 24-2575, & 24-2716 5
14’s guidance on the lakeshore and the distribution of mate-
rial over the premises. It further commanded that “final rec-
lamation be according to all local, state and federal reclama-
tion requirements at the time the facility is closed to opera-
tion, with reclamation proceeding on a continuous basis
through-out the life of the facility ....”
CST’s mining began as planned but slowed down and
eventually stopped after a few years, leading to large piles of
sand on the Property. In 2005, Bill Price sent CST a letter in-
structing that the surplus sand should remain stockpiled until
it could be sold, rather than being pushed into the lake.
The Contract was originally set to expire in 2006, but it was
extended several times. First, CST exercised a three-year ex-
tension right built into the Contract. When expiration again
grew near, the parties agreed to two addendums prolonging
the Contract’s term to June 1, 2010. Then, the parties agreed
that Article 4 of the Contract, governing royalty payments for
material removed from the Property, would remain in effect
until December 31, 2010.
In July 2010, Bill Price wrote CST to seek its opinion on
three options for the Property’s future: (1) sell more sand (if
possible) and then push the remaining sand into the lake and
reclaim as required by the Special Use Permit; (2) sell the
Property to someone else who would continue to sell the
sand, with the Prices and CST receiving proceeds from the
sand; or (3) renew the Contract for another year. He died
weeks later, before CST could respond. The Prices did not
take steps toward any of the three options.
The Contract and Article 4 expired by the end of 2010, and
at this part of the timeline, the record goes oddly silent.

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6 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
Things pick up again in 2013. Theodosia Price, the daughter
of Bill and Barbara and brother of Brokaw, realized that the
Property was still home to sand mounds and CST’s leftover
mining equipment.3 Put another way, it had not been re-
claimed. Nor did CST initiate reclamation after the issue was
brought to its attention. In 2014, CST sold sand from the Prop-
erty one last time—the penultimate sale was back in 2009—
and made the requisite payment to the Prices.
Around 2015, Brokaw started to demand CST reclaim the
Property. The dispute grew more complicated when Brokaw
discovered that CST had dug a drainage trench from the Min-
ing Tract’s lake to a nearby creek. In the Prices’ view, this ac-
tivity was inconsistent with the Special Use Permit and the
trench crossed parts of the Property that were not covered by
the Contract (the Farm Tract).
So began years of contentious negotiations between the
parties.4 McLean County, too, stepped in to say that CST was
not compliant with the Special Use Permit’s reclamation re-
quirements. At one point, CST dug yet another trench against
the Prices’ will. During this battle over the Property, the Prices
sent CST multiple cease-and-desist letters asserting that CST
was trespassing on the Farm Tract, while simultaneously or-
dering CST to finish reclamation of the Mining Tract without
3 Theodosia is not a party to this lawsuit. Neither is Barbara, who
passed away in 2017. We need not trace the transfer of the Property be-
tween the Prices’ various trusts over the years. It suffices to say the Prop-
erty is now held by William Brokaw Price, his wife Sharon, and Windfall
Properties, LLC, the sole members of which are Brokaw and Sharon.
4 We significantly condense this tumultuous history because it does
not bear upon our analysis.

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Nos. 24-2481, 24-2500, 24-2575, & 24-2716 7
the alleged trespass. In response, CST halted reclamation al-
together.
B. Procedural History
In 2019, the Prices brought claims for breach of contract,
trespass, and conversion against CST; only the breach claim is
on appeal.5 CST filed a breach counterclaim related to the
Prices’ cease-and-desist demands. The district court denied
summary judgment on the Prices’ claims and granted judg-
ment for the Prices on CST’s counterclaim.
Two trials followed. The first ended in a mistrial. As a jury
note put it: “Neither side’s willing to budge. We’ve deliber-
ated in good faith. Cannot see a path forward.” The second
trial concluded with the jury returning a verdict in CST’s fa-
vor.
After the verdict, the Prices moved for judgment as a mat-
ter of law. They argued the Contract terminated on December
31, 2010 (or at least the last remaining part of the Contract
did), and Article 14 required CST to reclaim the Property no
later than termination. The evidence was undisputed that
CST did not complete reclamation by the end of 2010, so un-
der the Prices’ reading of the Contract, no reasonable jury
could have found for CST.
The district court disagreed and saw no fixed deadline in
Article 14 or elsewhere in the Contract. Accordingly, whether
CST’s delay in reclamation breached the Contract was a
5 In an amended complaint, the Prices also brought claims for antici-
patory breach of contract and breach of an agreement (the 1997 Special
Use permit between CST and the County) of which they are third-party
beneficiaries.

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8 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
factual question that could only be answered by looking at the
“complex interplay between the Contract’s terms, the parties’
actions, and the regulatory oversight regarding the reclama-
tion.” Finding that the evidence was sufficient for a reasona-
ble jury to side with CST, the district court denied the Prices’
motion.6
Meanwhile, CST unsuccessfully sought more than
$700,000 in attorney’s fees from the Prices. The district court
held that CST’s victorious defense at trial did not “enforce”
the terms of the Contract, so Article 18’s fee-shifting provision
was inapplicable. CST continued to pursue fees through a mo-
tion for reconsideration and a Rule 60(b) motion for relief,
both denied.
We now encounter this case through dueling appeals. The
Prices again argue that the Contract’s plain language fore-
closes a verdict for CST, while CST persists in seeking attor-
ney’s fees.
II. Analysis
We begin with the Prices’ appeal because if we reverse
there, CST’s cross-appeal would be moot. Seeing no error in
the district court’s decision to sustain the jury verdict, we then
reach the cross-appeal. Once more, the district court was cor-
rect.
A. The Prices’ Appeal
Like they did below, the Prices argue that the Contract set
a hard deadline for reclamation that CST did not meet. In their
6 The district court also denied the Prices’ alternative request for a new
trial, which they do not renew on appeal.

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Nos. 24-2481, 24-2500, 24-2575, & 24-2716 9
view, CST’s breach is obvious and the only issue for a jury to
decide is damages. We read the Contract differently.
“A court may enter judgment as a matter of law under
Federal Rule of Civil Procedure 50(b) if a party has been ‘fully
heard on an issue during a jury trial and the court finds that a
reasonable jury would not have a legally sufficient eviden-
tiary basis to find for the party on that issue.’” Sun v. Xu, 99
F.4th 1007, 1012–13 (7th Cir. 2024) (quoting Fed. R. Civ. P.
50(b)). This case turns on the district court’s interpretation of
the Contract, and our review there is de novo. Beach Forwarders,
Inc. v. Serv. By Air, Inc., 76 F.4th 610, 613 (7th Cir. 2023).
The parties agree that we apply the contract law of Illinois,
so our “primary objective is to give effect to the contracting
parties’ intent.” Village of Kirkland v. Kirkland Props. Holdings
Co., LLC I, 2023 IL 128612 ¶ 63. To do that, we must take the
plain and ordinary meaning of the language of a contract as
the best indication of intent. Id. (citing Gallagher v. Lenart, 226
Ill. 2d 208, 232 (2007)). The well-established “four corners”
rule means we limit ourselves to the contract’s text unless
there is a material ambiguity. Air Safety, Inc. v. Teachers Realty
Corp., 185 Ill. 2d 457, 462 (1999). When ambiguity arises, we
may consult outside evidence to resolve it. Id. at 462–63.
We can start with what is especially clear. The Contract
undoubtedly obliged CST to reclaim the Property, yet CST
never finished reclamation.7 For that matter, CST did not
begin reclamation until after the Prices objected to the
7 CST’s argument that it should prevail because the Contract never
uses the words “reclaim” or “reclamation” is risible. This case is a matter
of when and how CST was required to reclaim the Property, not whether
that duty existed.

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10 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
condition of the Property. Even during reclamation, CST in-
sisted on digging trenches that the Prices found unacceptable.
Nevertheless, as this case comes before us, we remain
mindful of a jury verdict in CST’s favor. The Prices say we
should set aside that verdict because Article 14 required CST
to reclaim the Property by the termination of the Contract. Ar-
ticle 14’s title, “Condition at Termination,” initially suggests
the Prices are right. But Article 14’s text betrays the expecta-
tion set by its title. See Citizens Ins. Co. of Am. v. Wynndalco En-
terprises, LLC, 70 F.4th 987, 1002 n.10 (7th Cir. 2023) (advising
that titles and headings are “permissible indicators of the
meaning of the text that follows them” but cannot override
that text). Only the first sentence explicitly discusses the state
of the Property at termination of the Contract.
We reach that conclusion by examining each of the four
sentences in Article 14. The first sentence tells us that “[a]t the
end of the Contract period and any extension herein, all
equipment and improvements shall remain the property of
Scharf.” The Prices contend that the first sentence’s reliance
on the end of the Contract carries over into the following sen-
tences. As a plain matter of grammar and punctuation, that
clause does no such thing.
The second sentence abandons reference to the Contract’s
term as a timeline for performance. It instead states: “Scharf
agrees, at Scharf’s expense, to totally remove all of said equip-
ment and improvements, including the scale house, office,
building foundations, etc.” What’s more, reading the first and
second sentences together indicates that the qualification, “at
the end of the Contract period,” applies to only the first sen-
tence. Why say that CST retains ownership of “all equipment
and any improvements” at the end of the Contract period if

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Nos. 24-2481, 24-2500, 24-2575, & 24-2716 11
CST also had to “totally remove all of said equipment and im-
provements” by that same time? The clarification that CST
owns things that it brought onto and already removed from
the Property would be superfluous. Yet if equipment and im-
provements remain on the Property after the Contract’s term,
perhaps so that CST can carry out reclamation, it warrants
noting they are not the Prices to keep.
When the first sentence’s timeline drops out in the second
sentence, it’s hard to see why it would return for the third
sentence: “The lake is to be left with a clean shoreline of thirty-
degree slope, and any remaining sand, gravel or overburden
will be distributed over the premises.” That language ex-
plains what needs to happen, but not when. It may be tempt-
ing to assume it mirrors Article 14’s title and the first sentence
by specifying the condition of the Property at the Contract’s
termination. That reading, however, inserts text that is absent.
Assuming we were still unsure how to interpret Article 14
after the third sentence, the fourth sentence would sway us to
CST’s position: CST must follow Bill Price’s “[r]easonable
plans and directions ... as to the distribution of said left-over
materials ....” We reject any effort to invert that sentence’s
meaning to say that CST was bound to wait for Price’s instruc-
tions before beginning reclamation. But because Article 14
grants Price reasonable discretion, if he chooses, to control
CST’s activities, it belies the notion that Article 14 also sets a
hard deadline for reclamation. What if Price’s instructions
were inconsistent with reclamation by the Contract’s end?
The Prices’ reading would create the potential for conflict
within the Contract, and it is “long established” that Illinois
contract law favors constructions that “harmonize[] all the
various parts [of a contract] so that no provision is deemed

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12 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
conflicting with, or repugnant to, or neutralizing of any
other.” Curia v. Nelson, 587 F.3d 824, 829 (7th Cir. 2009) (quot-
ing Coney v. Rockford Life Ins. Co., 67 Ill. App. 2d 395, 399 (3rd
Dist. 1966)).
Indeed, there is a tension between the Prices’ interest in
receiving royalties and their interest in reclamation. We know
that Bill Price’s 2005 letter with instructions on the distribu-
tion of sand also conveyed his desire for additional sales, and
that his 2010 letter reiterated that aspiration when laying out
scenarios for the Property. That evidence creates a material
issue of fact for trial—whether Price’s directions were reason-
able and, if so, how they would have affected the timeline for
reclamation.
Article 9 also supports the idea that the Contract did not
mandate reclamation by December 31, 2010. Article 9 incor-
porates the 1997 Special Use Permit, which required CST to
complete final reclamation “at the time the facility is closed to
operation.” Recall that CST had the right to continue selling
sand until December 31, 2010. Under the Prices’ interpretation
that reclamation had to be done by the close of operation, the
Property would go from “open to operation” to “closed to op-
eration” at midnight, such that the changing of a calendar cor-
responded to instantaneous breach. That defies good sense.
Even if CST followed the Special Use Permit’s specification
that CST should reclaim the Property on a “continuous basis,”
there would be some minimal tasks left to complete after op-
erations came to an end at the Contract’s expiration. CST
would need at least some additional time to finish the work.
The upshot is that the date when the Property was “closed to
operation,” and therefore when the Contract required CST to

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Nos. 24-2481, 24-2500, 24-2575, & 24-2716 13
finish reclamation, is again a factual question for trial.8
There is much to be said about contracts that use bright-
line rules to establish certainty. That is not this Contract. In-
stead of setting a firm timeline, the Contract created a contin-
uing obligation for reclamation that survived its termination.
See Int'l Union v. ZF Boge Elastmetall LLC, 649 F.3d 641, 647–48
(7th Cir. 2011) (“A contract with a defined expiration may cre-
ate obligations that extend past the expiration date.”).
Whether CST satisfied that obligation in a reasonable time
and fashion cannot be determined as a matter of law. Yet, had
the Contract provided bright-lines, perhaps that would have
avoided six years of litigation, two jury trials, and significant
legal fees.
The Prices appear to concede that if it was appropriate for
the jury to decide this case, the evidence was sufficient to sup-
port the verdict. In contrast to the arguments presented on
appeal, we cannot help but notice that the trial was not simply
about the timeliness of CST’s reclamation work. The parties
8 We have one more problem with the Prices’ interpretation of the
Contract. It is difficult to make sense of the parties’ selective extension of
only Article 4 until December 31, 2010, as it also means they supposedly
allowed the remainder of the Contract to expire on June 1, 2010. Article 4
laid out royalty rates, but it did not expressly give CST the right to operate
on the Property, nor the right to remove material. Evidently, for the exten-
sion of Article 4 to mean anything, it must have also implicitly extended
some other portions of the Contract. Does that include Article 14? In the
Prices’ interpretation, the answer must be yes; it would be incoherent for
the Contract to require CST to reclaim by June 1, 2010 while allowing CST
to stockpile and sell material through the end of the year. But that gives
reason to doubt the Prices’ reading of Article 14. We are skeptical that the
parties would move a hard cut-off date for reclamation purely by impli-
cation.

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14 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
focused equally, if not more, on CST’s attempt to channel the
Property’s lake into a creek. We have no license to reassess the
testimony and decide whether the Prices were justified in re-
buking that activity as an unnecessary intrusion onto the
Farm Tract, or if their objections were ultimately unwarranted
and self-defeating in preventing reclamation. After all, “we
jealously guard the jury’s province to weigh conflicting evi-
dence, evaluate witness credibility, and determine the facts.”
Sun, 99 F.4th at 1015.
In sum, because we disagree with the Prices’ interpreta-
tion of the Contract, at least as a matter of law, we avoid get-
ting mired in the parties’ trench warfare. It is enough to say
that we have been given no reason to overturn the jury’s ver-
dict.
B. CST’s Cross-Appeal
We apply state law to determine CST’s eligibility for fee-
shifting. Abellan v. Lavelo Prop. Mgmt., LLC, 948 F.3d 820, 835
(7th Cir. 2020). In Illinois, “[p]rovisions in contracts for
awards of attorney fees are an exception to the general rule
that the unsuccessful litigant in a civil action is not responsi-
ble for the payment of the opponent’s fees.” Id. (quoting Kaiser
v. MEPC Am. Props., Inc., 164 Ill. App. 3d 978, 983 (1st Dist.
1987)).
Here, CST cannot enjoy Article 18’s fee-shifting exception
because CST did not “successfully enforc[e] the terms” of the
Contract. Using the plain meaning of “enforce,” as explained
by Illinois courts that have encountered similar provisions,
CST would only be entitled to attorney’s fees if court action
compelled the Prices to obey the Contract. Powers v. Rockford
Stop-N-Go, Inc., 326 Ill. App. 3d 511, 516 (2nd Dist. 2001) (“[A]

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Nos. 24-2481, 24-2500, 24-2575, & 24-2716 15
party is entitled to an award of attorney fees under this pro-
vision only when she or he can demonstrate that the other
party was compelled by the trial court to obey a condition of
the lease.”). CST’s counterclaim did not make it to trial; CST
was “not enforcing anything, but merely defending against”
the Prices’ claims. Housing Authority of Champaign County v.
Lyles, 395 Ill. App. 3d 1036, 1040 (4th Dist. 2009). Article 18
does not shift fees in these circumstances.
CST contends that the district court should have awarded
fees despite the summary judgment ruling that disposed of
CST’s breach counterclaim, because the jury trial showed that
ruling to be erroneous. We are not so convinced by CST’s
logic. There is a distinction between whether CST’s actions
breached the Contract (or constituted trespass and conver-
sion) and whether CST had a breach claim against the Prices.
Either way, CST disclaims an appeal of the decision that ex-
tinguished its counterclaim, and we see no basis for allowing
the jury verdict to override summary judgment.
Lastly, CST also raises a policy argument that denying fees
would incentivize defendants to pursue counterclaims for the
sole purpose of receiving attorney’s fees. We doubt that this is
a real problem. Meritorious counterclaims will be brought ei-
ther way, and frivolous counterclaims will be dismissed. Re-
gardless, our role does not allow us to weigh CST’s policy con-
cern. Many other contracts specify that prevailing parties
shall recover attorney’s fees, language that would undoubt-
edly apply to CST but is not present in the Contract. See, e.g.,
Abellan, 948 F.3d at 835. That is where we stop.

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16 Nos. 24-2481, 24-2500, 24-2575, & 24-2716
III. Conclusion
Both the appeal and cross-appeal illustrate that parties
must rely on the contracts they signed, not the contracts they
wish they would have signed. We AFFIRM the judgment of
the district court.

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