{ "id": 4266376, "name": "STEPHEN J. BURTON, JR., Indiv. and on Behalf of Others Similarly Situated, Plaintiff-Appellant, v. AIRBORNE EXPRESS, INC., Defendant-Appellee", "name_abbreviation": "Burton v. Airborne Express, Inc.", "decision_date": "2006-07-14", "docket_number": "No. 5\u201405\u20140160", "first_page": "1026", "last_page": "1036", "citations": [ { "type": "official", "cite": "367 Ill. App. 3d 1026" } ], "court": { "name_abbreviation": "Ill. App. Ct.", "id": 8837, "name": "Illinois Appellate Court" }, "jurisdiction": { "id": 29, "name_long": "Illinois", "name": "Ill." }, "cites_to": [ { "cite": "108 Stat. 745", "category": "laws:leg_session", "reporter": "Stat.", "year": 1995, "opinion_index": 0 }, { "cite": "222 Ill. App. 3d 12", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5263027 ], "year": 1991, "pin_cites": [ { "page": "19", "parenthetical": "the complaint was properly dismissed pursuant to section 2 - 615 because a written agreement attached to the complaint belied the claim in the body of the complaint that the elements of a valid contract were present" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/222/0012-01" ] }, { "cite": "293 Ill. App. 3d 582", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 847608 ], "year": 1997, "pin_cites": [ { "page": "584" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/293/0582-01" ] }, { "cite": "106 Ill. App. 3d 988", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3032419 ], "year": 1982, "pin_cites": [ { "page": "991" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/106/0988-01" ] }, { "cite": "273 Ill. App. 3d 882", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 258693 ], "year": 1995, "pin_cites": [ { "page": "888" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/273/0882-01" ] }, { "cite": "141 Ill. 2d 281", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 3238241 ], "weight": 2, "year": 1990, "pin_cites": [ { "page": "288" }, { "page": "288" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/141/0281-01" ] }, { "cite": "15 Ill. 2d 272", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2766109 ], "year": 1958, "pin_cites": [ { "page": "283" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/15/0272-01" ] }, { "cite": "27 Ill. App. 3d 26", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2869983 ], "weight": 2, "year": 1975, "pin_cites": [ { "page": "31" }, { "page": "31" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/27/0026-01" ] }, { "cite": "335 Ill. App. 3d 834", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 637144 ], "year": 2002, "pin_cites": [ { "page": "839" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/335/0834-01" ] }, { "cite": "255 Ill. App. 3d 857", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2990442 ], "year": 1993, "pin_cites": [ { "page": "861" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/255/0857-01" ] }, { "cite": "42 Ill. 2d 362", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 2848905 ], "year": 1969, "pin_cites": [ { "page": "364" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/42/0362-01" ] }, { "cite": "118 Ill. App. 3d 455", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5658505 ], "year": 1983, "pin_cites": [ { "page": "460", "parenthetical": "when an exhibit attached to a complaint is the basis of the suit and conflicts with the complaint's allegations, the exhibit negates the complaint's allegations" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/118/0455-01" ] }, { "cite": "266 Ill. App. 3d 649", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 887248 ], "weight": 2, "year": 1994, "pin_cites": [ { "page": "653" }, { "page": "653" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/266/0649-01" ] }, { "cite": "324 Ill. App. 3d 279", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 256265 ], "year": 2001, "pin_cites": [ { "page": "288" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/324/0279-01" ] }, { "cite": "247 Ill. App. 3d 717", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2929840 ], "weight": 3, "year": 1993, "pin_cites": [ { "page": "724" }, { "page": "724", "parenthetical": "allegations in pleadings that conflict with facts disclosed in exhibits attached to the pleadings are not admitted as true, but rather, the exhibit controls" }, { "page": "726", "parenthetical": "the court may construe an unambiguous contract as a question of law pursuant to a motion to dismiss" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/247/0717-01" ] }, { "cite": "236 Ill. App. 3d 868", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 5781966 ], "year": 1992, "pin_cites": [ { "page": "873", "parenthetical": "although the trial court's order did not specify whether the counts were being dismissed under section 2 - 615 or section 2 - 619, the reviewing court may affirm a correct decision for any reason appearing in the record, regardless of the basis relied upon by the trial court" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/236/0868-01" ] }, { "cite": "184 Ill. 2d 432", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 926962 ], "year": 1998, "pin_cites": [ { "page": "438", "parenthetical": "the trial court may be affirmed on any basis in the record without regard to whether the trial court relied upon that ground or whether the trial court's rationale was correct" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/184/0432-01" ] }, { "cite": "236 F. Supp. 2d 907", "category": "reporters:federal", "reporter": "F. Supp. 2d", "case_ids": [ 9342717 ], "year": 2002, "pin_cites": [ { "parenthetical": "if a carrier chooses to limit its liability through a contract provision, the contract must offer the shipper an opportunity to purchase higher liability" } ], "opinion_index": 0, "case_paths": [ "/f-supp-2d/236/0907-01" ] }, { "cite": "306 Ill. App. 3d 1056", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1336122 ], "year": 1999, "pin_cites": [ { "page": "1059", "parenthetical": "a written undertaking of an air carrier was not preempted even though it related to rates or service" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/306/1056-01" ] }, { "cite": "73 F.3d 1423", "category": "reporters:federal", "reporter": "F.3d", "case_ids": [ 7414866 ], "year": 1996, "pin_cites": [ { "page": "1432", "parenthetical": "the plaintiffs claim that Saudi Arabian Airlines breached its agreement to honor confirmed reservations involved privately ordered obligations and was not preempted by the Airline Deregulation Act" } ], "opinion_index": 0, "case_paths": [ "/f3d/73/1423-01" ] }, { "cite": "116 S.W.3d 745", "category": "reporters:state_regional", "reporter": "S.W.3d", "case_ids": [ 9095161 ], "weight": 2, "year": 2003, "pin_cites": [ { "page": "753" }, { "page": "754" } ], "opinion_index": 0, "case_paths": [ "/sw3d/116/0745-01" ] }, { "cite": "134 F.3d 254", "category": "reporters:federal", "reporter": "F.3d", "case_ids": [ 11586014 ], "year": 1998, "pin_cites": [ { "page": "258", "parenthetical": "the contract action could only be adjudicated by reference to federal law and policies external to the parties' bargain, and therefore, it was preempted under the Airline Deregulation Act" } ], "opinion_index": 0, "case_paths": [ "/f3d/134/0254-01" ] }, { "cite": "513 U.S. 219", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 1333903 ], "weight": 27, "year": 1995, "pin_cites": [ { "page": "228" }, { "page": "726" }, { "page": "824" }, { "page": "228-29" }, { "page": "726" }, { "page": "824" }, { "page": "230" }, { "page": "726" }, { "page": "824" }, { "page": "233" }, { "page": "728" }, { "page": "826" }, { "page": "233" }, { "page": "728" }, { "page": "826" }, { "page": "232-33" }, { "page": "728" }, { "page": "826" } ], "opinion_index": 0, "case_paths": [ "/us/513/0219-01" ] }, { "cite": "463 U.S. 85", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 6191473 ], "weight": 3, "year": 1983, "opinion_index": 0, "case_paths": [ "/us/463/0085-01" ] }, { "cite": "504 U.S. 374", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 11729384 ], "weight": 12, "year": 1992, "pin_cites": [ { "page": "378" }, { "page": "164" }, { "page": "2034" }, { "page": "378" }, { "page": "163-64" }, { "page": "2034" }, { "page": "384" }, { "page": "167-68" }, { "page": "2037" }, { "page": "390" }, { "page": "172" }, { "page": "2040" } ], "opinion_index": 0, "case_paths": [ "/us/504/0374-01" ] }, { "cite": "219 F.3d 605", "category": "reporters:federal", "reporter": "F.3d", "case_ids": [ 11195710 ], "year": 2000, "pin_cites": [ { "page": "607" } ], "opinion_index": 0, "case_paths": [ "/f3d/219/0605-01" ] }, { "cite": "347 Ill. App. 3d 627", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3949709 ], "year": 2004, "pin_cites": [ { "page": "633" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/347/0627-01" ] }, { "cite": "458 U.S. 141", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 636558 ], "weight": 3, "year": 1982, "pin_cites": [ { "page": "152" }, { "page": "674-75" }, { "page": "3022" } ], "opinion_index": 0, "case_paths": [ "/us/458/0141-01" ] }, { "cite": "184 Ill. App. 3d 155", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 2640087 ], "year": 1989, "pin_cites": [ { "page": "188", "parenthetical": "the plaintiffs failure to object to the commingling of section 2 - 615 and section 2 - 619 motions to dismiss was held on appeal to be a waiver of the issue concerning the form of the motion" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/184/0155-01" ] }, { "cite": "298 Ill. App. 3d 1040", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 1073634 ], "weight": 3, "year": 1998, "pin_cites": [ { "page": "1046" }, { "page": "1047", "parenthetical": "since the support of the motion to dismiss relied on nothing other than facts alleged in complaint, the plaintiff suffered no prejudice by the defendants' failure to properly designate the Code section under which the dismissal was sought" }, { "page": "1047" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/298/1040-01" ] }, { "cite": "159 Ill. 2d 469", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 781334 ], "year": 1994, "pin_cites": [ { "page": "484" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/159/0469-01" ] }, { "cite": "342 Ill. App. 3d 666", "category": "reporters:state", "reporter": "Ill. App. 3d", "case_ids": [ 3472650 ], "year": 2003, "pin_cites": [ { "page": "670" } ], "opinion_index": 0, "case_paths": [ "/ill-app-3d/342/0666-01" ] }, { "cite": "156 Ill. 2d 112", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 777542 ], "year": 1993, "pin_cites": [ { "page": "115" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/156/0112-01" ] }, { "cite": "204 Ill. 2d 363", "category": "reporters:state", "reporter": "Ill. 2d", "case_ids": [ 609705 ], "year": 2003, "pin_cites": [ { "page": "369" } ], "opinion_index": 0, "case_paths": [ "/ill-2d/204/0363-01" ] }, { "cite": "49 U.S.C. \u00a741713", "category": "laws:leg_statute", "reporter": "U.S.C.", "weight": 3, "year": 2000, "pin_cites": [ { "page": "(b)(l)" }, { "page": "(b)(l)" }, { "page": "(b)(l)" } ], "opinion_index": 0 } ], "analysis": { "cardinality": 1085, "char_count": 25921, "ocr_confidence": 0.776, "pagerank": { "raw": 7.744243260122509e-08, "percentile": 0.45524314351917816 }, "sha256": "ef315f3eeb4ec04a4a2192a537148c76fb9311f1f17313187d906307496c7fc3", "simhash": "1:0abef5104b499c15", "word_count": 4257 }, "last_updated": "2023-07-14T20:55:49.400377+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [], "parties": [ "STEPHEN J. BURTON, JR., Indiv. and on Behalf of Others Similarly Situated, Plaintiff-Appellant, v. AIRBORNE EXPRESS, INC., Defendant-Appellee." ], "opinions": [ { "text": "JUSTICE HOPKINS\ndelivered the opinion of the court:\nThe plaintiff, Stephen J. Burton, Jr., individually and on behalf of all similarly situated, appeals the circuit court\u2019s order dismissing his breach-of-contract action against the defendant, Airborne Express, Inc. (Airborne). On appeal, Burton argues that his breach-of-contract action is not preempted by the Airline Deregulation Act of 1978 (Airline Deregulation Act) (49 U.S.C. \u00a741713(b)(l) (2000)) and that his complaint sufficiently alleged that Airborne breached the parties\u2019 contract by failing to procure insurance from a third party. We affirm the circuit court\u2019s dismissal on grounds other than the reason relied on by the circuit court.\nFACTS\nOn May 12, 2003, Burton filed a class-action complaint in the circuit court of St. Clair County against Airborne, a courier service that provides package transportation and delivery services. In this complaint, Burton alleged that Airborne was unjustly enriched and violated the Illinois Consumer Fraud and Deceptive Business Practices Act (Consumer Fraud Act) (815 ILCS 505/1 et seq. (West 2004)). On July 3, 2003, Airborne removed the case to federal court, but on November 18, 2003, the United States District Court for the Southern District of Illinois remanded the cause to the circuit court of St. Clair County.\nOn April 12, 2004, Burton filed a motion for leave to file a first amended complaint, which the circuit court granted on April 13, 2004. In his first amended class-action complaint, Burton omitted his Consumer Fraud Act and unjust enrichment claims and instead alleged one claim for breach of contract. Burton alleged that Airborne breached its shipping contract when it collected \u201cAsset Protection insurance\u201d premiums from him and the class and then failed to remit the premiums to an insurance company to procure shipment insurance. Burton sought compensation for the insurance premiums that he and the class had paid to Airborne but were never remitted to the third-party insurance company. Burton referenced and attached to his complaint the parties\u2019 \u201cService Conditions\u201d agreement, which read in part as follows:\n\u201cH. DECLARED VALUE AND ASSET PROTECTION CHARGES\n1. Sender may declare on the face of the airbill the value of the shipment at the time of issuance, for an additional charge. A $2.50 minimum will be charged for all shipments exceeding $100 in value.\n2. In the absence of a declared value or a purchase of Asset Protection by the sender[,] Airborne Express\u2019 [sic] $100 per package and other limit of liability rules will apply ***.\n3. Asset Protection is available at an additional charge. A $3.25 minimum will be charged for all shipments having a value up to $500. For shipments exceeding $500 in value[,] each $100 (or fraction thereof) of value in excess of $500 will be charged, in addition to the minimum charge. When the shipment valuation designated by the shipper is $25 or more, Asset Protection is mandatory for the entire shipment value.\u201d\nBurton also referenced and attached to his complaint a copy of the airbill and register receipt for his shipment on January 21, 2003.\nThe airbill stated:\n\u201cABSENT A HIGHER SHIPMENT VALUATION^] CARRIER\u2019S LIABILITY IS LIMITED TO $100 PER PACKAGE, OR ACTUAL VALUE, WHICHEVER IS LESS ***.\u201d\nIn the \u201cDeclared Value or Asset Protection\u201d section of the airbill, the box under \u201cAsset Protection\u201d was checked, and \u201c$250.00\u201d was written under \u201cShipment Valuation.\u201d\nOn July 7, 2004, Airborne filed a motion to dismiss Burton\u2019s first amended complaint, arguing that the Airline Deregulation Act preempted Burton\u2019s breach-of-contract claim and that Airborne\u2019s \u201cAsset Protection\u201d provision was merely a warranty of its own service and performance, not a promise to procure insurance, and that therefore Burton\u2019s breach-of-contract claim failed as a matter of law. In his response to Airborne\u2019s motion to dismiss, Burton argued that the Airline Deregulation Act did not preempt his claim and that he had set forth the necessary elements to establish his cause of action by alleging that the airbill required Airborne to procure shipment insurance from a third-party insurer and that Airborne breached the contract because it did not pay the insurance premium to the third-party insurer. On February 22, 2005, after hearing arguments, the circuit court dismissed Burton\u2019s complaint, finding that the Airline Deregulation Act preempted his action. On March 21, 2005, Burton filed his notice of appeal.\nANALYSIS\nAirborne\u2019s motion to dismiss was a hybrid motion seeking relief under sections 2 \u2014 615 and 2 \u2014 619 of the Code of Civil Procedure (Code) (735 ILCS 5/2 \u2014 615, 2 \u2014 619 (West 2004)). In its motion to dismiss, Airborne stated that it moved \u201cto dismiss this case with prejudice pursuant to [section 2 \u2014 619] for failure to state a claim.\u201d A motion to dismiss pursuant to section 2 \u2014 615 of the Code (735 ILCS 5/2 \u2014 615 (West 2004)) attacks the sufficiency of a complaint and raises the question of whether the complaint states a claim upon which relief can be granted. Beahringer v. Page, 204 Ill. 2d 363, 369 (2003). A motion to dismiss pursuant to section 2 \u2014 619 of the Code (735 ILCS 5/2 \u2014 619 (West 2004)) admits the legal sufficiency of a plaintiff\u2019s complaint but raises defects, defenses, or other affirmative matters that appear on the complaint\u2019s face or that are established by external submissions acting to defeat the complaint\u2019s allegations. Kedzie & 103rd Currency Exchange, Inc. v. Hodge, 156 Ill. 2d 112, 115 (1993); Russell v. Kinney Contractors, Inc., 342 Ill. App. 3d 666, 670 (2003). Section 2 \u2014 619.1 of the Code provides that section 2 \u2014 615 and section 2 \u2014 619 motions may be filed together as a single motion but that a combined motion shall be divided into parts that are limited to and specify the single section of the Code under which relief is sought. 735 ILCS 5/2 \u2014 619.1 (West 2004). While a failure to properly label a combined motion to dismiss is not a pleading practice we encourage, a reversal for that deficiency is appropriate only when prejudice to the nonmovant. results. Illinois Graphics Co. v. Nickum, 159 Ill. 2d 469, 484 (1994); Storm & Associates, Ltd. v. Cuculich, 298 Ill. App. 3d 1040, 1046 (1998).\nIn the present case, the parties considered Airborne\u2019s motion a combined section 2 \u2014 615 and section 2 \u2014 619 motion to dismiss by arguing, in the circuit court and on appeal, the issues of whether Burton\u2019s contract claim was preempted by the Airline Deregulation Act (requiring a dismissal under section 2 \u2014 619) and whether Burton failed to sufficiently allege that Airborne had breached the parties\u2019 contract, considering the contract\u2019s language (requiring a dismissal under section 2 \u2014 615). Accordingly, Burton suffers no prejudice by reason of Airborne\u2019s failure to properly designate the sections of the Code under which it sought a dismissal. See Storm & Associates, Ltd., 298 Ill. App. 3d at 1047 (since the support of the motion to dismiss relied on nothing other than facts alleged in complaint, the plaintiff suffered no prejudice by the defendants\u2019 failure to properly designate the Code section under which the dismissal was sought). Further, Burton never objected to the hybrid nature of the motion in the circuit court, nor does he raise the issue on appeal; therefore, on appeal he has waived any issue concerning the form of the motion. See Suhadolnik v. City of Springfield, 184 Ill. App. 3d 155, 188 (1989) (the plaintiffs failure to object to the commingling of section 2 \u2014 615 and section 2 \u2014 619 motions to dismiss was held on appeal to be a waiver of the issue concerning the form of the motion). Because the resolution of either motion involves only a question of law, this court\u2019s review is de novo. Storm & Associates, Ltd., 298 Ill. App. 3d at 1047.\nAirline Deregulation Act Preemption\nBurton argues that the circuit court erred in ruling that the Airline Deregulation Act preempted his breach-of-contract action against Airborne for Airborne\u2019s failure to procure insurance from a third party pursuant to its contract. We agree.\nFederal preemption is a defect, defense, or affirmative matter properly alleged in a motion to dismiss pursuant to section 2 \u2014 619 of the Code (735 ILCS 5/2 \u2014 619 (West 2004)). Pursuant to the preemption doctrine, which arises from the supremacy clause of the United States Constitution (U.S. Const., art. VI, cl. 2), we examine whether Congress intended for federal law to preempt state law in a given case. Fidelity Federal Savings & Loan Ass\u2019n v. de la Cuesta, 458 U.S. 141, 152, 73 L. Ed. 2d 664, 674-75, 102 S. Ct. 3014, 3022 (1982); Cohen v. McDonald\u2019s Corp., 347 Ill. App. 3d 627, 633 (2004).\nSection 41713(b)(1) of the Airline Deregulation Act expressly preempts the states from \u201cenact[ing] or enforcing] a law, regulation, or other provision having the force and effect of law related to a price, route, or service of an air carrier that may provide air transportation.\u201d 49 U.S.C. \u00a741713(b)(l) (2000). State common law is considered an \u201cother provision having the force and effect of law\u201d for purposes of this statute. United Airlines, Inc. v. Mesa Airlines, Inc., 219 F.3d 605, 607 (7th Cir. 2000). Congress enacted the express-preemption provision in the Airline Deregulation Act \u201c[t]o ensure that the States would not undo federal deregulation with regulation of their own.\u201d Morales v. Trans World Airlines, Inc., 504 U.S. 374, 378, 119 L. Ed. 2d 157, 164, 112 S. Ct. 2031, 2034 (1992).\nThe Supreme Court first considered the scope of preemption under the Airline Deregulation Act in Morales, 504 U.S. at 378, 119 L. Ed. 2d at 163-64, 112 S. Ct. at 2034. In holding that the Airline Deregulation Act preempted the application of state consumer protection statutes to airline advertisements, the Court stated that the statutory phrase \u201crelating to\u201d expressed a broad preemptive purpose so that any claim that has \u201ca connection with, or reference to,\u201d an airline\u2019s prices, routes, or services is preempted under the statute. Morales, 504 U.S. at 384, 119 L. Ed. 2d at 167-68, 112 S. Ct. at 2037. The Court noted, however, that state actions affecting airline prices, routes, or services \u201c \u2018in too tenuous, remote, or peripheral a manner\u2019 \u201d would not be preempted. Morales, 504 U.S. at 390, 119 L. Ed. 2d at 172, 112 S. Ct. at 2040, quoting Shaw v. Delta Air Lines, Inc., 463 U.S. 85, 100 n.21, 77 L. Ed. 2d 490, 503 n.21, 103 S. Ct. 2890, 2901 n.21 (1983).\nThe Court next considered the Airline Deregulation Act\u2019s preemption clause in American Airlines, Inc. v. Wolens, 513 U.S. 219, 130 L. Ed. 2d 715, 115 S. Ct. 817 (1995). The Court in Wolens held that contract claims against airlines, such as those involving frequent-flyer programs, even when related to prices, routes, or services, are not preempted by the Airline Deregulation Act when they merely seek to enforce the parties\u2019 \u201cown, self-imposed undertakings.\u201d Wolens, 513 U.S. at 228, 130 L. Ed. 2d at 726, 115 S. Ct. at 824. The Court held that the Airline Deregulation Act\u2019s preemption prescription bars state-imposed regulation of air carriers but allows room for court enforcement of contract terms set by the parties themselves. Wolens, 513 U.S. at 228-29, 130 L. Ed. 2d at 726, 115 S. Ct. at 824.\nThe Court in Wolens noted that the word series \u201claw, rule, regulation, standard, or other provision\u201d connotes official, government-imposed policies, not the terms of a private contract. Wolens, 513 U.S. at 229 n.5, 130 L. Ed. 2d at 726 n.5, 115 S. Ct. at 824 n.5. The Court also noted that the phrase \u201chaving the force and effect of law\u201d is most naturally read to reference binding standards of conduct that operate irrespective of private agreements. Wolens, 513 U.S. at 229 n.5, 130 L. Ed. 2d at 726 n.5, 115 S. Ct. at 824 n.5. The Court held that the Airline Deregulation Act was designed to promote \u201cmaximum reliance on competitive market forces\u201d (49 U.S.C. app. \u00a71302(a) (4) (1988)) and that market efficiency requires an effective means to enforce private agreements. Wolens, 513 U.S. at 230, 130 L. Ed. 2d at 726, 115 S. Ct. at 824. The Court limited its breach-of-contract exception to actions confined to the terms of the parties\u2019 bargain \u201cwith no enlargement or enhancement based on state laws or policies external to the agreement.\u201d Wolens, 513 U.S. at 233, 130 L. Ed. 2d at 728, 115 S. Ct. at 826; see also Smith v. Comair, Inc., 134 F.3d 254, 258 (4th Cir. 1998) (the contract action could only be adjudicated by reference to federal law and policies external to the parties\u2019 bargain, and therefore, it was preempted under the Airline Deregulation Act).\nAccordingly, in deciding whether contract claims are preempted, we distinguish between obligations dictated by the state and those voluntarily undertaken by the airline. See Wolens, 513 U.S. at 233, 130 L. Ed. 2d at 728, 115 S. Ct. at 826. When parties privately negotiate a contract\u2019s terms and an action is later filed in state court for a breach of those terms, there is generally no specter of state-imposed regulation. Delta Air Lines, Inc. v. Black, 116 S.W.3d 745, 753 (Tex. 2003). \u201c[T]he enforcement of a contractual commitment voluntarily undertaken does not amount to state enactment or enforcement of a law that the [Airline Deregulation ActJ\u2019s preemption provision forbids.\u201d Delta Air Lines, Inc., 116 S.W.3d at 754.\nIn the present case, Burton\u2019s breach-of-contract action against Airborne is not preempted by the Airline Deregulation Act because the court\u2019s concern is restricted to the parties\u2019 bargain. If Burton were to prevail in demonstrating that the parties\u2019 contract required Airborne to procure shipment insurance from a third-party insurance company, that Burton paid for the insurance, and that Airborne breached the contract by failing to remit the insurance premiums to the insurance company to procure the insurance, Airborne\u2019s breach results from its actions regarding its own self-imposed undertaking, arising from the language of the contract and not from external state policy. Accordingly, Burton\u2019s breach-of-contract claim is based upon Airborne\u2019s written and self-imposed undertaking, can be adjudicated without reference to law and policies external to the parties\u2019 bargain, and is not preempted by the Airline Deregulation Act. See Wolens, 513 U.S. at 232-33, 130 L. Ed. 2d at 728, 115 S. Ct. at 826; see also Travel All Over the World, Inc. v. Kingdom of Saudi Arabia, 73 F.3d 1423, 1432 (7th Cir. 1996) (the plaintiffs claim that Saudi Arabian Airlines breached its agreement to honor confirmed reservations involved privately ordered obligations and was not preempted by the Airline Deregulation Act); Shubert v. Federal Express Corp., 306 Ill. App. 3d 1056, 1059 (1999) (a written undertaking of an air carrier was not preempted even though it related to rates or service).\nAirborne argues that because its contract limited its liability, federal law requires it to offer the shipper an opportunity to purchase higher liability, which it does in the \u201cAsset Protection\u201d and \u201cDeclared Value\u201d sections that Burton relies on in asserting his claim. See Mudd-Lyman Sales & Service Corp. v. United Parcel Service, Inc., 236 F. Supp. 2d 907 (N.D. Ill. 2002) (if a carrier chooses to limit its liability through a contract provision, the contract must offer the shipper an opportunity to purchase higher liability). Airborne argues, therefore, that the Airline Deregulation Act preempts Burton\u2019s claim because the \u201cAsset Protection\u201d and \u201cDeclared Value\u201d provisions are mandated by federal law and are not private, self-imposed obligations referred to in Wolens. However, neither federal law nor state law requires Airborne to procure shipment insurance from an insurance company on behalf of its customers, which is the basis of Burton\u2019s claim. Burton\u2019s allegations \u2014 that the language Airborne utilized in its agreement with customers is, at the least, ambiguous and requires it to procure insurance from a third-party insurer \u2014 do not involve the federal mandates regarding liability limitations but instead hinge on the contract language utilized by Airborne that allegedly created a self-imposed undertaking to procure shipment insurance from an insurance company. Because Burton seeks a recovery solely for Airborne\u2019s alleged breach of its own self-imposed undertakings, his breach-of-contract action against Airborne is not preempted by the Airline Deregulation Act. The circuit court erred in dismissing Burton\u2019s complaint on this basis.\nBreach of Contract\nBurton argues that the checked box next to \u201cAsset Protection\u201d on the airbill can be reasonably construed as Airborne\u2019s agreement to procure insurance from a third party; therefore, Burton argues, his complaint for breach of contract sufficiently alleges that Airborne breached the contract by failing to procure insurance from a third party. Airborne counters that because the language of the contract clearly does not obligate Airborne to procure insurance from a third-party insurer, Burton fails to state a breach-of-contract claim as a matter of law.\nAlthough the circuit court dismissed this action on the basis of Airline Deregulation Act preemption, this court may affirm the circuit court\u2019s dismissal for any reason appearing in the record. Gunthorp v. Golan, 184 Ill. 2d 432, 438 (1998) (the trial court may be affirmed on any basis in the record without regard to whether the trial court relied upon that ground or whether the trial court\u2019s rationale was correct); Geick v. Kay, 236 Ill. App. 3d 868, 873 (1992) (although the trial court\u2019s order did not specify whether the counts were being dismissed under section 2 \u2014 615 or section 2 \u2014 619, the reviewing court may affirm a correct decision for any reason appearing in the record, regardless of the basis relied upon by the trial court).\nThe question presented by a section 2 \u2014 615 motion to dismiss is whether sufficient facts are contained in the pleadings that, if proved, would entitle the plaintiff to relief. Evers v. Edward Hospital Ass\u2019n, 247 Ill. App. 3d 717, 724 (1993). A motion to dismiss under section 2 \u2014 615 admits all well-pleaded facts but does not admit conclusions of law or conclusions of fact not supported by allegations of specific fact. Manuel v. Red Hill Community Unit School District No. 10 Board of Education, 324 Ill. App. 3d 279, 288 (2001). Exhibits are a part of the complaint to which they are attached, and the factual allegations contained within an exhibit attached to a complaint serve to negate inconsistent allegations of fact contained within the body of the complaint. Metrick v. Chatz, 266 Ill. App. 3d 649, 653 (1994); see also Evers, 247 Ill. App. 3d at 724 (allegations in pleadings that conflict with facts disclosed in exhibits attached to the pleadings are not admitted as true, but rather, the exhibit controls); McCormick v. McCormick, 118 Ill. App. 3d 455, 460 (1983) (when an exhibit attached to a complaint is the basis of the suit and conflicts with the complaint\u2019s allegations, the exhibit negates the complaint\u2019s allegations).\nThe primary objective in construing a contract is to give effect to the parties\u2019 intention. Schek v. Chicago Transit Authority, 42 Ill. 2d 362, 364 (1969). Where a contract is clear and unambiguous, the court must ascertain the parties\u2019 intent from the contract itself, considering only the words used. Sigma Cos. v. Regas, 255 Ill. App. 3d 857, 861 (1993). The parties\u2019 intention must be ascertained from the plain and ordinary meaning of the language of the contract. O\u2019Shield v. Lakeside Bank, 335 Ill. App. 3d 834, 839 (2002); Board of Regents v. Wilson, 27 Ill. App. 3d 26, 31 (1975). A contract is to be construed as a whole, giving meaning and effect to every provision thereof, if possible, since we presume that every clause in the contract was inserted deliberately and for a purpose. Martindell v. Lake Shore National Bank, 15 Ill. 2d 272, 283 (1958); Board of Regents, 27 Ill. App. 3d at 31. Where the contract is clear, its interpretation is a question of law to be determined only from the terms of the contract. Quake Construction, Inc. v. American Airlines, Inc., 141 Ill. 2d 281, 288 (1990); see also Evers, 247 Ill. App. 3d at 726 (the court may construe an unambiguous contract as a question of law pursuant to a motion to dismiss).\nA contract is ambiguous where the language employed is susceptible to more than one reasonable meaning or is obscure in meaning through an indefiniteness of expression. Meyer v. Marilyn Miglin, Inc., 273 Ill. App. 3d 882, 888 (1995). A contract is not rendered ambiguous merely because the parties do not agree on its meaning. Joseph v. Lake Michigan Mortgage Co., 106 Ill. App. 3d 988, 991 (1982). Whether a contract is ambiguous or clear is also a question of law. Quake Construction, Inc., 141 Ill. 2d at 288.\nBurton attached to his complaint portions of the parties\u2019 service guide agreement. See 735 ILCS 5/2 \u2014 606 (West 2002) (if a claim is founded upon a written instrument, a copy thereof, or of so much of the same as is relevant, must be attached to the pleading as an exhibit or recited therein). This agreement read in part as follows:\n\u201cH. DECLARED VALUE AND ASSET PROTECTION CHARGES\n1. Sender may declare on the face of the airbill the value of the shipment at the time of issuance, for an additional charge. A $2.50 minimum will be charged for all shipments exceeding $100 in value.\n2. In the absence of a declared value or a purchase of Asset Protection by the sender[,] Airborne Express\u2019 [sic] $100 per package and other limit of liability rules will apply ***.\n3. Asset Protection is available at an additional charge. A $3.25 minimum will be charged for all shipments having a value up to $500. For shipments exceeding $500 in value[J each $100 (or fraction thereof) of value in excess of $500 will be charged, in addition to the minimum charge.\u201d\nBurton argues that pursuant to the above language, Airborne offered to procure \u201cAsset Protection insurance\u201d from an insurance company for a $3.25 minimum charge for shipments valued at $500 or less, with a charge for each additional $100 in value. Burton argues that because Airborne failed to remit the shipment insurance premium to a third-party insurer, it breached its agreement.\nWhile it is lawful for a contract to expressly require one party to procure insurance on behalf of another (Tanns v. Ben A. Borenstein & Co., 293 Ill. App. 3d 582, 584 (1997)), the parties\u2019 contract in the present case clearly did not require Airborne to procure shipment insurance on Burton\u2019s behalf from an insurance company, as alleged in Burton\u2019s complaint. Pursuant to the airbill, Airborne limited its liability to the lesser of $100 per package or its actual value; however, Airborne offered shippers the opportunity to increase Airborne\u2019s liability for lost or damaged packages beyond the standard limitation of $100 per package by paying a higher rate. The parties\u2019 provision that Airborne\u2019s liability was limited to $100 unless Burton paid a higher rate, together with the declaration by the plaintiff that his shipment had a value of $250 and the payment of a higher rate, did not constitute or result in a promise to procure insurance of any kind or nature. Because the portions of the contract referenced in and attached to the complaint belie the allegations upon which Burton\u2019s breach-of-contract action is premised, the circuit court properly dismissed Burton\u2019s complaint. See Metrick, 266 Ill. App. 3d at 653 (because the exhibit attached to the complaint belied the allegations upon which the plaintiffs\u2019 action was premised, the circuit court properly dismissed the action pursuant to section 2 \u2014 615); In re Estate of Casey, 222 Ill. App. 3d 12, 19 (1991) (the complaint was properly dismissed pursuant to section 2 \u2014 615 because a written agreement attached to the complaint belied the claim in the body of the complaint that the elements of a valid contract were present).\nWe conclude that when the complaint is stripped of its allegations that are legally deficient (z.e., conclusional) and inconsistent (z.e., those which conflict with the contract attached to the complaint), the complaint fails to state a cause of action as a matter of law, and we affirm the circuit court\u2019s order dismissing it.\nCONCLUSION\nFor the foregoing reasons, we affirm the judgment of the circuit court of St. Clair County, for reasons other than the reason relied on by the circuit court.\nAffirmed.\nSPOMER, PJ., and DONOVAN, J., concur.\nIn reenacting Title 49 of the United States Code, Congress revised this clause in 1994 to read as follows: \u201c[A] State *** may not enact or enforce a law, regulation, or other provision having the force and effect of law related to a price, route, or service of an air carrier ***.\u201d (Emphasis added.) 49 U.S.C. \u00a741713(b)(l) (1994). Congress intended that the revision make no substantive change. Pub. L. 103 \u2014 272, \u00a7l(a), 108 Stat. 745 (1995).", "type": "majority", "author": "JUSTICE HOPKINS" } ], "attorneys": [ "Paul M. Weiss and Tod A. Lewis, both of Freed & Weiss, LLC, Mark R. Diab and Phillip A. Bock, both of Diab & Bock, and Michael J. Freed, of Much, Shelist, Freed, Denenberg, Ament & Rubenstein, EC., all of Chicago, and Gail G. Renshaw, L. Thomas Lakin, Bradley M. Lakin, Richard J. Burke, Gary Peel, and Gerald R. Walters, all of Lakin Law Firm, EC., of Wood River, for appellant.", "Karen L. Kendall and Craig L. Unrath, both of Heyl, Royster, Voelker & Allen, of Peoria, Robert H. Shultz, Jr., Joseph P. Whyte, and Deborah A. Hawkins, all of Edwardsville, and Edwin V Woodsome, Jr., D. Barclay Edmundson, William W Oxley, and T. Jason White, all of Orrick, Herrington & Sutcliffe, LLR of Los Angeles, California, for appellee." ], "corrections": "", "head_matter": "STEPHEN J. BURTON, JR., Indiv. and on Behalf of Others Similarly Situated, Plaintiff-Appellant, v. AIRBORNE EXPRESS, INC., Defendant-Appellee.\nFifth District\nNo. 5\u201405\u20140160\nRule 23 order filed July 14, 2006.\nMotion to publish granted August 8, 2006.\nPaul M. Weiss and Tod A. Lewis, both of Freed & Weiss, LLC, Mark R. Diab and Phillip A. Bock, both of Diab & Bock, and Michael J. Freed, of Much, Shelist, Freed, Denenberg, Ament & Rubenstein, EC., all of Chicago, and Gail G. Renshaw, L. Thomas Lakin, Bradley M. Lakin, Richard J. Burke, Gary Peel, and Gerald R. Walters, all of Lakin Law Firm, EC., of Wood River, for appellant.\nKaren L. Kendall and Craig L. Unrath, both of Heyl, Royster, Voelker & Allen, of Peoria, Robert H. Shultz, Jr., Joseph P. Whyte, and Deborah A. Hawkins, all of Edwardsville, and Edwin V Woodsome, Jr., D. Barclay Edmundson, William W Oxley, and T. Jason White, all of Orrick, Herrington & Sutcliffe, LLR of Los Angeles, California, for appellee." }, "file_name": "1026-01", "first_page_order": 1044, "last_page_order": 1054 }