{ "id": 5574448, "name": "CROSSROADS FORD TRUCK SALES, INC., Plaintiff-Appellant, v. STERLING TRUCK CORPORATION, Defendant-Appellee", "name_abbreviation": "Crossroads Ford Truck Sales, Inc. v. Sterling Truck Corp.", "decision_date": "2003-06-30", "docket_number": "No. 4\u201402\u20140931", "first_page": "438", "last_page": "451", "citations": [ { "type": "official", "cite": "341 Ill. App. 3d 438" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "15 U.S.C. \u00a7\u00a7 1221", "category": "laws:leg_statute", "reporter": "U.S.C.", "pin_cites": [ { "page": "(e)" } ], "opinion_index": 0 }, { "cite": "176 N.E.2d 1", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1961, "pin_cites": [ { "page": "5" } ], "opinion_index": 0 }, { "cite": "31 Ill. App. 2d 2", "category": "reporters:state", "reporter": "Ill. App. 2d", "case_ids": [ 5227690 ], "year": 1961, "pin_cites": [ { "page": "9" } ], "opinion_index": 0, "case_paths": [ "/ill-app-2d/31/0002-01" ] }, { "cite": "770 N.E.2d 177", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2002, "pin_cites": [ { "page": "194-95" } ], "opinion_index": 0 }, { "cite": "199 Ill. 2d 325", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 58932 ], "year": 2002, "pin_cites": [ { "page": "352-53" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/199/0325-01" ] }, { "cite": "648 N.E.2d 317", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 3, "year": 1995, "pin_cites": [ { "page": "322" }, { "page": "322" }, { "page": "322" } ], "opinion_index": 0 }, { "cite": "271 Ill. App. 3d 833", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 249296 ], "weight": 3, "year": 1995, "pin_cites": [ { "page": "840" }, { "page": "840" }, { "page": "840" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/271/0833-01" ] }, { "cite": "597 N.E.2d 709", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1992, "pin_cites": [ { "page": "713" } ], "opinion_index": 0 }, { "cite": "232 Ill. App. 3d 394", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 8498870 ], "year": 1992, "pin_cites": [ { "page": "401" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/232/0394-01" ] }, { "cite": "404 N.E.2d 368", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1980, "pin_cites": [ { "page": "373" } ], "opinion_index": 0 }, { "cite": "83 Ill. App. 3d 811", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5553048 ], "year": 1980, "pin_cites": [ { "page": "818" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/83/0811-01" ] }, { "cite": "753 N.E.2d 1032", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 2001, "pin_cites": [ { "page": "1036" } ], "opinion_index": 0 }, { "cite": "324 Ill. App. 3d 305", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 256344 ], "year": 2001, "pin_cites": [ { "page": "309" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/324/0305-01" ] }, { "cite": "743 N.E.2d 162", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "year": 2000, "pin_cites": [ { "page": "165" }, { "page": "165-66" } ], "opinion_index": 0 }, { "cite": "317 Ill. App. 3d 881", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1026050 ], "weight": 2, "year": 2000, "pin_cites": [ { "page": "884-85" }, { "page": "885" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/317/0881-01" ] }, { "cite": "764 N.E.2d 1", "category": "reporters:state_regional", "reporter": "N.E.2d", "weight": 2, "year": 2001, "pin_cites": [ { "page": "4" }, { "page": "4" } ], "opinion_index": 0 }, { "cite": "198 Ill. 2d 249", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 29937 ], "weight": 2, "year": 2001, "pin_cites": [ { "page": "255" }, { "page": "255" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/198/0249-01" ] }, { "cite": "486 N.E.2d 335", "category": "reporters:state_regional", "reporter": "N.E.2d", "year": 1985, "pin_cites": [ { "page": "337-38" } ], "opinion_index": 0 }, { "cite": "138 Ill. App. 3d 507", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 8499232 ], "year": 1985, "pin_cites": [ { "page": "509" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/138/0507-01" ] }, { "cite": "360 F.2d 437", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 825706 ], "year": 1966, "pin_cites": [ { "page": "442" } ], "opinion_index": 0, "case_paths": [ "/f2d/360/0437-01" ] }, { "cite": "595 F.2d 366", "category": "reporters:federal", "reporter": "F.2d", "case_ids": [ 509161 ], "year": 1978, "pin_cites": [ { "page": "370" } ], "opinion_index": 0, "case_paths": [ "/f2d/595/0366-01" ] }, { "cite": "212 F. Supp. 2d 233", "category": "reporters:federal", "reporter": "F. Supp. 2d", "case_ids": [ 11448201 ], "year": 2002, "pin_cites": [ { "page": "245-46" } ], "opinion_index": 0, "case_paths": [ "/f-supp-2d/212/0233-01" ] }, { "cite": "814 F.2d 90", "category": "reporters:federal", "reporter": "F.2d", "year": 1987, "pin_cites": [ { "page": "96" } ], "opinion_index": 0 } ], "analysis": { "cardinality": 1113, "char_count": 28766, "ocr_confidence": 0.763, "pagerank": { "raw": 6.751820864549801e-08, "percentile": 0.4089630322076693 }, "sha256": "9c8d853122bf9db8012db3e7ba362c74d152de105ea5c163e9ffb6ec4fa47c66", "simhash": "1:ef28fe31ae2407e0", "word_count": 4445 }, "last_updated": "2023-07-14T21:38:13.673521+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "CROSSROADS FORD TRUCK SALES, INC., Plaintiff-Appellant, v. STERLING TRUCK CORPORATION, Defendant-Appellee." ], "opinions": [ { "text": "JUSTICE APPLETON\ndelivered the opinion of the court:\nPlaintiff, Crossroads Ford Truck Sales, Inc., has a franchise from defendant, Sterling Truck Corporation, to sell trucks and parts manufactured by defendant. In the franchise agreement (the agreement), plaintiff promises to have an adequate inventory of trucks and parts (by buying the trucks and parts from defendant) and enough technicians and tools to service the trucks. The agreement states that each year, defendant will send plaintiff an \u201cannual operating requirements addendum\u201d \u201cspecifying certain operational requirements for [plaintiffs] satisfaction of its commitments in [the] agreement.\u201d The agreement requires plaintiff to sign and comply with the annual addenda and states that breach of any provision of the agreement is cause for terminating the franchise.\nPlaintiff sought a declaratory judgment that the \u201cHN80 Dealer Annual Operating Requirements Addendum\u201d for 2001 (the 2001 addendum), as well as the requirement that plaintiff sign and comply with future annual operating requirements addenda, violated the Motor Vehicle Franchise Act (Act) (815 ILCS 710/1 through 32 (West 2000)). Plaintiff sought an injunction against any further such violations. The parties filed cross-motions for a judgment on the pleadings. The trial court denied plaintiffs motion and granted defendant\u2019s motion.\nPlaintiff appeals both rulings, arguing that the addenda are (1) \u201ccoercive\u201d or an \u201cattempt to coerce\u201d within the meaning of section 4(c) of the Act (see 815 ILCS 710/4(c) (West 2000)), (2) \u201cunreasonably restrictive\u201d within the meaning of section 7 (815 ILCS 710/7 (West 2000)), (3) \u201carbitrary\u201d and \u201cunconscionable\u201d within the meaning of section 4(b) (815 ILCS 710/4(b) (West 2000)), and (4) unilateral modifications of the agreement. We hold that the denial of plaintiff s motion for a judgment on the pleadings is an interlocutory order and, therefore, not appealable. See Fabian v. Norman, 138 Ill. App. 3d 507, 509, 486 N.E.2d 335, 337-38 (1985). We further hold that the 2001 addendum and the provision for issuing future addenda do not offend the Act. The 2001 addendum is not a unilateral modification; it is actually part of the agreement that plaintiff signed. Plaintiff does not contend that the addenda issued after 2001 are substantively unreasonable. Therefore, we hold that defendant did not unilaterally modify the agreement, and we affirm the trial court\u2019s judgment.\nI. BACKGROUND\nPlaintiff is a dealer in medium- and heavy-duty trucks. Defendant, formerly known as HN80 Corporation, is a manufacturer of trucks and parts, which it distributes through a network of dealers with whom it has entered into franchise agreements.\nIn September 2001, the parties executed the agreement, entitled \u201cHN80 Corporation Dealer Sales and Service Agreement.\u201d In the agreement, defendant appoints plaintiff as an \u201cindependent authorized dealer for HN80 [p]roducts\u201d and gives plaintiff the \u201cright[s] to purchase\u201d defendant\u2019s products \u201cfor resale\u201d within a specified geographical \u201c[a]rea of [responsibility\u201d and to \u201cdisplay and use\u201d defendant\u2019s \u201ctrademarks and service marks.\u201d\nDefendant\u2019s responsibilities, under the agreement, are to provide plaintiff \u201ca fair and equitable share of [defendant\u2019s] production of HN80 [p]roducts\u201d and to \u201cmake available sales and service support *** in the form of advertising, sales promotion and sales campaign materials, sales and service training programs ***, and service and parts manuals.\u201d\nPlaintiffs contractual responsibilities fall under three headings:\n\u201cA. Sales\n[Plaintiff] shall conscientiously and diligently promote the sales of HN80 [p]roducts and obtain and maintain a reasonable share of the market for such products in [plaintiffs] [a]rea of [responsibility. [Plaintiff] shall *** employ adequate, trained, and competent personnel, and maintain a suitable inventory of HN80 [p]roducts as may be necessary to fulfill [plaintiffs] obligations under this [a]greement.\nB. Service\n[Plaintiff] shall provide in its [a]rea of [responsibility prompt, reliable[,] and effective service to all owners and purchasers of HN80 [p]roducts. *** In accordance with the [defendant\u2019s] standards, [plaintiff] shall establish and maintain complete service facilities, including adequate parts inventory, and employ competent, trained personnel as may be necessary to fulfill [plaintiffs] responsibilities under this [a]greement.\nC. Dealer Annual Operating Requirements\nWithout limiting [defendant\u2019s] or [plaintiffs] obligations under this [a]greement, [plaintiff] has signed the [\u2018]HN80 Dealer Annual Operating Requirements Addendum. [\u2019] [Plaintiff] shall sign a revised [\u2018]HN80 Dealer Annual Operating Requirements Addendumf] each year. [Plaintiff] agrees to operate its dealership in accordance with and in fulfillment of the requirements of the [\u2018]HN80 Dealer Annual Operating Requirements Addendum, [\u2019] which specifies certain operational requirements for [plaintiff\u2019s] satisfaction of its commitments made in this [a]greement. Failure of [plaintiff] to sign the revised [\u2018]Dealer Annual Operating Requirements Addendum^] shall not relieve [plaintiff] of any of its obligations under this [a]greement.\u201d\nIn paragraph VII, entitled \u201cAdditional Provisions,\u201d the agreement provides:\n\u201c[Defendant\u2019s] [\u2018]Standard Provisions[\u2019] for this [\u2018]HN80 Dealer Sales and Service Agreement^] *** [and] the [\u2018]HN80 Annual Operating Requirements Addendum^] *** are made a part of this [a]greement as though they were fully set forth herein, and any other *** addenda are likewise made a part of this [a]greement when executed ***.\u201d\nParagraph X of the \u201cStandard Provisions,\u201d entitled \u201cPromotion and Sale of HN80 Products,\u201d reiterates plaintiffs commitments to \u201ccarry in stock an adequate inventory of unsold new HN80 [v]ehicles\u201d and \u201ccarry an inventory of parts in accordance with [defendant\u2019s] minimum inventory requirements.\u201d \u201cHN80 [p]roducts\u201d means \u201cHN80 [v]ehicles and [p]arts.\u201d \u201cHN80 [v]ehicles\u201d means \u201cthe new trucks *** which [defendant], in its sole discretion, offers for sale to [plaintiff].\u201d \u201cParts\u201d means \u201cparts sold by [defendant].\u201d\nIn paragraph XIII of the \u201cStandard Provisions,\u201d entitled, \u201cDealership Facilities, Personnel, Locations, and Identification,\u201d plaintiff \u201ccommits to *** keep competent personnel in sufficient numbers to enable [plaintiff] to meet its *** service and customer satisfaction responsibilities under this [a]greement.\u201d\nParagraph XV of the \u201cStandard Provisions,\u201d entitled \u201cTermination,\u201d specifies the conditions under which defendant may terminate the agreement. With 30 days\u2019 written notice, defendant may terminate the agreement because of a \u201c[b]reach or violation by [plaintiff] of any term or provision of this [a]greement.\u201d With 120 days\u2019 notice, defendant may terminate the agreement because of plaintiff\u2019s \u201cfail[ure] to satisfactorily perform its sales and promotion responsibilities[ ] under the provisions of [p]aragraph X.\u201d\nParagraph XVIII(E) of the \u201cStandard Provisions,\u201d entitled \u201cSole Agreement and Amendments,\u201d provides, in part:\n\u201cThis [a]greement constitutes the entire agreement between the parties relating to the HN80 sales and service, and no understanding, amendment, modification, alteration[,] or waiver not expressly set forth or provided for in this [a]greement shall be valid unless in each instance such understanding, amendment, alteration, modification, or waiver is expressed in a written instrument executed by the duly authorized officers of [defendant] and [plaintiff], and such instrument specifically refers to this [a]greement and specifically states an intent to amend, alter, or modify this [a]greement.\u201d\nRobert W. Richards, defendant\u2019s director of dealer operations, sent plaintiff the 2001 addendum as an enclosure to a letter dated July 3, 2001. The 2001 addendum required plaintiff to purchase $1,375,000 in parts and maintain an inventory of 15 trucks and $400,000 in parts. It also required plaintiff to have specified tools and \u201cemploy a minimum of two service technicians on each shift of operation.\u201d\nBoth the agreement and the 2001 addendum had blank lines for plaintiffs signature. Plaintiff signed the agreement on September 5, 2001, but never signed the 2001 addendum.\nAfter denying plaintiffs motion for a judgment on the pleadings, the trial court granted defendant\u2019s cross-motion, for two reasons: (1) the parties\u2019 agreement specifically provided that defendant would annually submit to plaintiff an operating requirements addendum, and (2) the process of submitting such addenda to dealers did not violate Illinois law.\nThis appeal followed.\nII. ANALYSIS\nA. Standard of Review\nA trial court should enter a judgment on the pleadings only if the record reveals no genuine issue of material fact and the moving party is entitled to the judgment as a matter of law. M.A.K. v. Rush-Presbyterian-St. Luke\u2019s Medical Center, 198 Ill. 2d 249, 255, 764 N.E.2d 1, 4 (2001). In ruling on the motion, the trial court should consider only the facts apparent from the face of the pleadings, judicial admissions in the record, and matters of which it may take judicial notice. M. A.K., 198 Ill. 2d at 255, 764 N.E.2d at 4. The trial court must accept as true the well-pleaded facts in the nonmovant\u2019s pleadings as well as reasonable inferences from those facts. XLP Corp. v. County of Lake, 317 Ill. App. 3d 881, 884-85, 743 N.E.2d 162, 165 (2000). We review the judgment de novo, asking whether any genuine issue of material fact exists and, if not, whether the prevailing party is entitled to a judgment as a matter of law. XLP Corp., 317 Ill. App. 3d at 885, 743 N. E.2d at 165-66.\nWe also use a de novo standard of review in construing statutes. In re Marriage of Beyer, 324 Ill. App. 3d 305, 309, 753 N.E.2d 1032, 1036 (2001).\nB. Coercion\nIn its brief, plaintiff characterizes itself as a \u201c[mjotor vehicle dealer\u201d within the meaning of section 2(h) of the Act (815 ILCS 710/ 2(h) (West 2000)) and defendant as a 11 [m]anufacturer\u201d within the meaning of section 2(b) (815 ILCS 710/2(b) (West 2000)). Defendant does not disagree. As a \u201cmanufacturer,\u201d defendant must conform to sections 4(c)(1) and (c)(3) of the Act, which provide:\n\u201cIt shall be deemed a violation for a manufacturer *** to coerce, or attempt to coerce, any motor vehicle dealer:\n(1) to accept, buy[,] or order any motor vehicle or vehicles, *** parts[,] *** or any other commodity or commodities *** which such motor vehicle dealer has not voluntarily ordered or requested ***; or to require a motor vehicle dealer to accept, buy, order[,] or purchase such items in order to obtain any motor vehicle or vehicles or any other commodity or commodities which have been ordered or requested by such motor vehicle dealer;\n***\n(3) to order for anyone any parts, accessories, equipment, machinery, tools, appliances [,] or any commodity whatsoever ***.\u201d (Emphases added.) 815 ILCS 710/4(c)(l), (c)(3) (West 2000).\nPlaintiff argues that section 8 of the Act makes sections 4(c)(1) and (c)(3) applicable to the agreement itself. Section 8 provides: \u201cThe provisions of this Act shall apply to all written or oral agreements between a manufacturer *** with [sic] a motor vehicle dealer[,] including, but not limited to, *** the franchise agreement *** and all such other agreements in which the manufacturer *** has any direct or indirect interest.\u201d 815 ILCS 710/8 (West 2000). According to plaintiff, even though the parties contractually agreed that defendant could require plaintiff to order a reasonable amount of vehicles and parts, sections 4(c)(1) and (c)(3) invalidate that contractual provision because the provision is \u201ccoercive.\u201d Contractual provisions that violate public policy expressed in statutory law are unenforceable and void. People ex rel. Callahan v. Marshall Field & Co., 83 Ill. App. 3d 811, 818, 404 N.E.2d 368, 373 (1980). Plaintiff argues that by virtue of a severability clause in the agreement, the rest of the agreement survives.\nDefendant observes that under plaintiffs interpretation of section 4(c), defendant could not demand that plaintiff order so much as one vehicle or one part, even though plaintiff promised to maintain a \u201csuitable inventory.\u201d Boldly embracing that reductio ad absurdum, plaintiff replies that defendant is correct. Plaintiff suggests, however, that defendant\u2019s dilemma is not as dire as it might first appear, because defendant still has the option of terminating the franchise for \u201cgood cause,\u201d after giving the statutorily required notice. See 815 ILCS 710/ 4(d)(6) (West 2000). Section 2(v) of the Act defines \u201c[g]ood cause\u201d as \u201cfacts establishing commercial reasonableness in lawful or privileged competition and business practices as defined at common law.\u201d 815 ILCS 710/2(v) (West 2000). Plaintiff further points out that dealers have an incentive to order enough vehicles and parts to run a viable dealership and turn a profit.\nIf it is permissible, under the Act, for a manufacturer to send an underperforming dealer a \u201cnasty surprise\u201d in the form of a notice of termination, we do not understand why it is impermissible to require the dealer to acknowledge the standards of performance the dealer must meet under the contract, thereby preventing a \u201cnasty surprise.\u201d While arguing it is \u201ccoercion\u201d to require a dealer to sign and comply with annual addenda, plaintiff concedes it is perfectly legal for a manufacturer to communicate to a dealer the manufacturer\u2019s \u201cexpectations\u201d or \u201cgoals.\u201d Given plaintiff\u2019s understanding of \u201ccoercion,\u201d we do not see how the former method of influencing the dealer is inherently more \u201ccoercive\u201d than the latter method. The same potential outcome looms ahead for the nonfulfillment of an addendum or an expectation: termination of the franchise, subject to commercial reasonableness.\nUnder section 2(v), the common law provides the standard for determining commercial reasonableness. By negative corollary, it can provide the standard for commercial unreasonableness as well. The common law regards coercion as commercially unreasonable behavior. We can ascertain, from the common law, what coercion is and is not. \u201cCoercion\u201d and \u201cduress\u201d have essentially the same meaning: overpowering another\u2019s free will by imposition, oppression, or undue influence. In re Marriage of Flynn, 232 Ill. App. 3d 394, 401, 597 N.E.2d 709, 713 (1992). A demand is not duress unless it is \u201cwrongful\u201d in the sense that it violates the law, a contract, or morality. Carlile v. Snap-on Tools, 271 Ill. App. 3d 833, 840, 648 N.E.2d 317, 322 (1995). \u201cDuress cannot be predicated upon a demand which is lawful or upon one\u2019s doing or threatening to do that which one has a legal right to do ***.\u201d Carlile, 271 Ill. App. 3d at 840, 648 N.E.2d at 322.\nPlaintiff argues that under section 4(c), the parties could not validly stipulate, in their agreement, that defendant could require plaintiff each year to purchase a specified quantity of trucks and parts. Such a provision, plaintiff argues, would be \u201ccoercive,\u201d even if the required quantity of trucks and parts were reasonable. That argument begs the question of what \u201ccoercion\u201d is. \u201cCoercion\u201d does not mean \u201ccompulsion\u201d or \u201cconstraint\u201d in every shape and form, such as demanding that someone perform a contract. Under the common law, \u201ccoercion\u201d is a wrongful demand (Carlile, 271 Ill. App. 3d at 840, 648 N.E.2d at 322) \u2014 which necessarily excludes a demand to fulfill promises one freely made in an arm\u2019s-length agreement.\nWhen prohibiting \u201ccoercion\u201d in section 4(c), the legislature surely assumed that franchisees, by and large, would be responsible business persons willing to perform the promises they made in the franchise agreement (or else, one would think, they would not have entered into the agreement in the first place). Because the legislature assumed that franchisees would willingly fulfill the contractual promises they willingly made, the legislature must not have intended \u201ccoercion\u201d to include a demand to perform a contract.\nIn the agreement, plaintiff promises to (1) \u201ccarry in stock an adequate inventory of unsold new HN80 [vjehicles,\u201d (2) \u201ccarry an inventory of parts in accordance with [defendant\u2019s] minimum[-] inventory requirements,\u201d (3) \u201ckeep competent personnel in sufficient numbers,\u201d and (4) \u201cmaintain complete service facilities.\u201d Plaintiff could have had no doubt what constituted, for 2001, an \u201cadequate inventory,\u201d a \u201csufficient number\u201d of personnel, and \u201ccomplete service facilities\u201d within the meaning of defendant\u2019s offer, because defendant sent the 2001 addendum to plaintiff two months before the parties signed the agreement. Paragraph VII of the agreement expressly incorporates the 2001 addendum \u2014 whether plaintiff signs the 2001 addendum or not. According to paragraph VII, future addenda are incorporated into the agreement only if the parties sign them, but signing the 2001 addendum is not a condition of its incorporation into the agreement.\nThe 2001 addendum has a line for plaintiffs signature, which plaintiff left blank. Signing the 2001 addendum, however, was not the only permissible way to manifest acceptance of it; plaintiff accepted the 2001 addendum by signing the agreement, which expressly incorporated the 2001 addendum. The agreement is predominantly for the sale of goods and, therefore, comes within article 2 of the Uniform Commercial Code-Sales (UCC) (810 ILCS 5/2 \u2014 101 through 2 \u2014 725 (West 2000)). See Belleville Toyota, Inc. v. Toyota Motor Sales, U.S.A., Inc., 199 Ill. 2d 325, 352-53, 770 N.E.2d 177, 194-95 (2002). Section 2 \u2014 206(l)(a) of the UCC provides: \u201cUnless otherwise unambiguously indicated by the language or circumstances[,] *** an offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.\u201d (Emphasis added.) 810 ILCS 5/2 \u2014 206(l)(a) (West 2000). Because defendant\u2019s offer did not say, clearly or otherwise, that signing the 2001 addendum was the only permissible way to accept it, plaintiff could accept the 2001 addendum by signing the agreement, of which the 2001 addendum was expressly a part. The signature line in the 2001 addendum was merely a suggested, rather than a clearly prescribed, means of manifesting acceptance of the 2001 addendum. See Calo, Inc. v. AMF Pinspotters, Inc., 31 Ill. App. 2d 2, 9, 176 N.E.2d 1, 5 (1961); Restatement (Second) of Contracts \u00a7 60 (1981); 1 W Jaeger, Williston on Contracts \u00a7 76, at 250 (3d ed. 1970).\nIt is not against the law or public policy for a dealer to enter into a contract with a manufacturer to buy a specified number of trucks, parts, and tools and to employ a specified number of personnel. Once a dealer has freely entered into such a contract, it is not coercion to demand that the dealer perform it. Otherwise, all franchise agreements would be illegally coercive.\nLike section 4(c) of the Act, sections 1221(e) and 1222 of the federal Automobile Dealers\u2019 Day in Court Act (Day in Court Act) (15 U.S.C. \u00a7\u00a7 1221(e), 1222 (2000)) prohibit a manufacturer from coercing or threatening to coerce a dealer. Cf. Colonial Dodge, Inc. v. Chrysler Corp., 11 E Supp. 2d 737, 744 (D. Md. 1996) (\u201cWhile there are slight differences between the [Maryland] and federal statutes, \u2018coercion\u2019 under both the [s]tate [a]ct and the [Day in Court Act] embodies the same concept, and accordingly the same analysis applies\u201d). Federal courts have held that demanding the performance of a contractual obligation is not \u201ccoercion\u201d within the meaning of the federal statute, because such a demand is not \u201cwrongful.\u201d E.g., Empire Volkswagen Inc. v. World-Wide Volkswagen Corp., 814 F.2d 90, 96 (2d Cir. 1987); Bronx Chrysler Plymouth, Inc. v. Chrysler Corp., 212 F. Supp. 2d 233, 245-46 (S.D.N.Y. 2002); Ed Houser Enterprises, Inc. v. General Motors Corp., 595 F.2d 366, 370 (7th Cir. 1978). We find the reasoning in those cases to be applicable to the present case.\nPlaintiff argues that not only the 2001 addendum but all succeeding annual addenda are invalid and unenforceable under section 4(c) as instruments of exploitation. Plaintiffs argument rests on a highly questionable syllogism, namely, that because defendant can issue addenda, it can require dealers, in those addenda, \u201cto buy unlimited amounts of vehicles, parts, inventory, and tools or face the prospect of losing their franchise.\u201d The agreement requires plaintiff to have a \u201csuitable\u201d inventory: only enough vehicles and parts \u201cnecessary to fulfill [plaintiffs] obligations\u201d to \u201cconscientiously and diligently promote the sales of [defendant\u2019s] products and obtain and maintain a reasonable share of the market for such products in [plaintiffs] [a]rea of [r]esponsibility. \u2019 \u2019 Plaintiff must have an \u201cadequate parts inventory\u201d: only enough parts to provide \u201cprompt, reliable[,] and effective service.\u201d\nDepending on such factors as conditions in the market, the recent performance of plaintiffs dealership, and changes in the design of defendant\u2019s vehicles, it would seem that what constitutes a \u201csuitable\u201d inventory could change from year to year and it is therefore impossible to state in advance the specific requirements for future years. If, for example, the demand for defendant\u2019s trucks spikes sharply upward, the market might support a larger inventory than in previous years, and a conscientious and diligent dealer might acquire a larger inventory. Fifteen trucks might not be enough if the trucks become hugely popular.\nThe addenda are supposed to specify what plaintiffs promises entail in the context of current circumstances. Thus, contrary to plaintiffs assertion, the addenda are not blank checks in which defendant can specify whatever quantities it pleases. The requirements in each addendum must be commercially reasonable. See 810 ILCS 5/2 \u2014 306(1) (West 2000) (pursuant to a requirements contract, \u201cno quantity unreasonably disproportionate *** to any normal or otherwise comparable prior *** requirements may be tendered\u201d).\nWe recognize that the process of issuing annual addenda can be abused. In explaining what is a \u201cwrongful demand\u201d for purposes of the Day in Court Act, the federal Court of Appeals for the First Circuit stated:\n\u201c[W]e think there is an important difference between two kinds of improper conditions that a manufacturer might impose and back up by threats. Particularly suspect under the [Day in Court Act] are conditions which benefit only, or primarily the manufacturer\u2014 for example, requirements that a dealer purchase large stocks of vehicles, spare parts, special tools[,] or advertising \u2014 as distinguished from requirements that would tend to work to the mutual advantage of both parties, for example, that the dealer improve its service ***.\u201d Volkswagen Interamericana, S.A. v. Rohlsen, 360 F.2d 437, 442 (1st Cir. 1966).\nRequiring a dealer to buy unreasonably large amounts of vehicles, parts, and tools on pain of termination of the franchise would be a wrongful demand not contemplated in the agreement and, therefore, \u201ccoercion\u201d or an \u201cattempt to coerce\u201d within the meaning of section 4(c) of the Act. Defendant must be able to defend its addenda by reference to objective criteria (including, perhaps, conditions in the market and the performance of other dealers in the region). Plaintiff does not contend that the 2001 addendum is substantively unreasonable \u2014 and such a contention would be unavailing, anyway, because plaintiff agreed to that addendum. Plaintiff has not pleaded that the quantities of vehicles, parts, tools, and personnel specified in addenda issued after 2001 are substantively unreasonable, or that the quantities exceed the standard of \u201cadequacy\u201d or \u201csuitability\u201d in the agreement.\nC. Unreasonable Restrictions and Unilateral Modification\nSection 7 of the Act states:\n\u201cIt shall be unlawful directly or indirectly to impose unreasonable restrictions on the motor vehicle dealer or franchisee relative to *** termination, discipline, *** compliance with subjective standards[,] and assertion of legal or equitable rights.\u201d 815 ILCS 710/7 (West 2000).\nPlaintiff contends that the process of issuing annual addenda \u201cunreasonably restricts\u201d plaintiff in two ways: (1) it imposes subjective requirements on plaintiff and (2) it unilaterally modifies the agreement. As we have explained, if an addendum has no objective basis and, as a pretext for unreasonably increasing defendant\u2019s profits, requires plaintiff to buy an unreasonably large quantity of goods, it violates the Act. Plaintiff has not pleaded, however, that the quantities in any of the addenda defendant has issued thus far exceed what is needed for an \u201cadequate inventory\u201d or \u201ccomplete service facilities.\u201d Focusing instead on the process of issuing addenda, plaintiff contends that the substantive reasonableness of the addenda is irrelevant \u2014 a contention with which we disagree.\nThe agreement requires plaintiff to maintain an \u201cadequate inventory\u201d and \u201ccomplete service facilities.\u201d These terms suffer from the indefiniteness inherent to requirements contracts. Indisputably, however, an \u201cadequate inventory\u201d for, say, 2002 means some specific quantity of trucks and parts. \u201cComplete service facilities\u201d means some specific quantity of tools and personnel. If, for example, 15 trucks and $400,000 in parts were in fact merely an \u201cadequate inventory\u201d for 2002, it could not have been a unilateral modification of the agreement to have required, in an addendum, that plaintiff have 15 trucks and $400,000 in parts in its inventory that year. All requirement contracts have open quantity terms, and if giving substance to those terms at a particular point in time were a modification of the contract, no requirements contract would be enforceable. Whether an addendum is an attempt at a unilateral modification depends on whether the quantities it specifies conforms to the general requirements of the agreement.\nThe process of issuing and executing annual addenda is analogous to an assurance of performance. See 810 ILCS 5/2 \u2014 609 (West 2000). Normally, a party must have \u201creasonable grounds for insecurity\u201d when demanding an assurance of performance from the other party. 810 ILCS 5/2 \u2014 609(1) (West 2000). The agreement allows defendant to demand from plaintiff one such assurance each year, in the form of a signed addendum, without any grounds for insecurity. See 810 ILCS 5/1 \u2014 102(3) (West 2000) (\u201cThe effect of provisions of this Act [(the UCQ] may be varied by agreement\u201d).\nD. Arbitrary and Unconscionable\nSection 4(b) of the Act states: \u201cIt shall be deemed a violation for any manufacturer *** to engage in any action with respect to a franchise which is arbitrary, in bad faith[,] or unconscionable and which causes damage to any of the parties or to the public.\u201d 815 ILCS 710/4(b) (West 2000).\nPlaintiff complains it was arbitrary and unconscionable to impose the 2001 addendum on plaintiff when the year 2001 was already half over. Richards did not send the 2001 addendum to plaintiff until July 3, 2001. Plaintiff admits that Richards explained, in a letter of that date, \u201cthat even though these sales requirements are computed and presented as annual figures, in 2001 dealers will be evaluated based on their retail sales performance in the second half of the year (July-December[ ] 2001), compared to 50% of the stated sales requirement.\u201d Plaintiff complains, however, that \u201cnotice was not sent to [plaintiff] until July 3, 2001, after the terms of the 2001 [addendum] were purportedly in effect\u201d and the 2001 addendum is, therefore, arbitrary and unconscionable. (Emphasis in original.)\nPlaintiff does not appear to be a naive consumer. Plaintiff received Richards\u2019s letter in July 2001. Two months later, plaintiff signed the agreement. We think that plaintiffs execution of the agreement is an admission that the terms of the letter, of which plaintiff now complains, were not arbitrary or unconscionable. Contrary to plaintiffs contention, defendant did not \u201cmake up the rules after the game began.\u201d The \u201cgame began\u201d when plaintiff signed the agreement \u2014 with full knowledge of the \u201crules.\u201d\nIII. CONCLUSION\nFor the foregoing reasons, we affirm the trial court\u2019s judgment.\nAffirmed.\nKNECHT and McCULLOUGH, JJ., concur.", "type": "majority", "author": "JUSTICE APPLETON" } ], "attorneys": [ "Gary L. Smith (argued), of Loewenstein, Hagen & Smith, PC., of Springfield, for appellant.", "Michael D. Smith, Jason R. Bent, and Derek L. Wright, all of Foley & Lardner, of Chicago, and Jon E Christiansen (argued), of Foley & Lardner, of Milwaukee, Wisconsin, for appellee.", "Peter J. McNamara, of Illinois Automobile Dealers Association, of Springfield, for amicus curiae." ], "corrections": "", "head_matter": "CROSSROADS FORD TRUCK SALES, INC., Plaintiff-Appellant, v. STERLING TRUCK CORPORATION, Defendant-Appellee.\nFourth District\nNo. 4 \u2014 02\u20140931\nArgued June 18, 2003.\nOpinion filed June 30, 2003.\nRehearing denied July 31, 2003.\nGary L. Smith (argued), of Loewenstein, Hagen & Smith, PC., of Springfield, for appellant.\nMichael D. Smith, Jason R. Bent, and Derek L. Wright, all of Foley & Lardner, of Chicago, and Jon E Christiansen (argued), of Foley & Lardner, of Milwaukee, Wisconsin, for appellee.\nPeter J. McNamara, of Illinois Automobile Dealers Association, of Springfield, for amicus curiae." }, "file_name": "0438-01", "first_page_order": 456, "last_page_order": 469 }