Winforge, Inc. v. Coachmen Indus., Inc., No. 10-3178 (7th Cir. 2012)
Annotate this CaseWinforge claimed that defendants breached a hotel development agreement between the parties, causing delay and costs that caused Winforge to default on the separate construction loan agreement between the parties. Defendants cross-claimed that Winforge breached the development agreement. The district court ruled in favor of the defendants and found that the parties had never entered into a final, enforceable contract. The Seventh Circuit affirmed. Even a signed writing is not a contract if there is no mutual assent or “distinct intention common to both;” the parties continued to exchange new drafts of the Scope of Work even after they had signed the Agreement. To the extent that defendants incurred any obligations, their failure to perform was not a breach because that failure was due to Winforge’s deficient performance of Winforge’s duties.
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