Santorini Cab Corp. v. Banco Popular North America

Santorini Cab Corporation (Santorini) (plaintiff) contracted to purchase two Chicago taxicab permits, called medallions, from Banco Popular North America (Banco) (defendant) for $48,000 each within 90 days. Banco encountered problems providing the medallions’ owner proper notice in foreclosure proceedings. A limitation-of-liability clause in the contract limited damages to refunding Santorini’s deposit, but both parties continued trying to close the deal after the 90-day period expired. In addition, the Chicago department of consumer services did not give final approval to allow the medallion transfer. Banco’s attorney told Santorini’s by phone that the deal was “dead.” Santorini sued Banco for breach of contract. The trial court found that the parties had waived the limitations clause by continuing to work together after 90 days expired, entitling Santorini to regular damages for breach. Santorini’s medallion broker testified that medallions were readily available for sale at the time of the breach. The trial court eliminated Chicago’s three lowest sales during that time period, found $66,775 to be the average market price at the time of breach (or $18,775 over the contract price), doubled it for two medallions, and awarded Santorini $37,550. Santorini appealed, arguing that the court should have measured damages as the difference between the contract price and the price of medallions by the time of trial some four years after the breach.