## Facts

- Property owners Donald Crotty and Donald Schak sued the City of Chicago Heights in federal court, alleging civil-rights violations arising from the City’s demolition of their apartment buildings on West Hickory Street.
- The parties settled the federal case through a written settlement agreement in which the City paid consideration in exchange for a release of the owners’ claims.
- Paragraph 11 stated that the City “acknowledges” the owners’ “intention” to cause title to the Hickory Street properties to be transferred to the City for $1 (or other negotiated consideration) and that the City agreed to accept title “when tendered.”
- After the settlement, the owners attempted to transfer the properties to a third party and sought municipal real-estate transfer stamps.
- The City refused to issue the transfer stamps and filed a state-court action seeking specific performance, alleging Paragraph 11 required the owners to convey title to the City.
- The owners counterclaimed for declaratory relief, seeking a ruling that Paragraph 11 did not obligate them to transfer the properties to the City.

## Issues

1. Whether Paragraph 11 of the settlement agreement created a binding contractual obligation requiring the owners to convey the properties to the City.
2. If no such obligation existed, whether the City could obtain specific performance compelling conveyance.

## Decision

- The trial court granted summary judgment for the owners and denied the City’s cross-motion.
- The Illinois Appellate Court (First District) affirmed.
- The court held Paragraph 11 did not impose a contractual duty to transfer the properties; it described an intention and the City’s willingness to accept title if tendered.
- Because no enforceable duty to convey existed, the City was not entitled to specific performance.

## Legal Principles

- Settlement agreements are construed as contracts under ordinary contract-interpretation rules.
- When contract language is unambiguous, intent is determined from the document’s plain language without adding terms the parties did not include.
- Terms expressing “intention” are not equivalent to mandatory language (e.g., “shall”) and generally do not create an enforceable promise absent clear commitment language.
- Specific performance requires a definite contractual obligation; equity cannot compel performance of conduct the contract does not require.
- Summary judgment is proper when no genuine issue of material fact exists and the dispute is purely a legal question of contract interpretation.

## Conclusion

The court affirmed summary judgment for the property owners, construing Paragraph 11 as a nonbinding statement of contemplated future transfer rather than a present promise to convey, which barred the City’s request for specific performance.


City of Chicago Heights v. Crotty, 679 N.E.2d 412 (Ill. App. Ct. 1st Dist. 1997)