                           ILLINOIS OFFICIAL REPORTS
                                        Supreme Court




                Patrick Engineering, Inc. v. City of Naperville, 2012 IL 113148




Caption in Supreme         PATRICK ENGINEERING, INC., Appellee, v. THE CITY OF
Court:                     NAPERVILLE, Appellant.



Docket No.                 113148


Filed                      September 20, 2012


Held                       The doctrine of equitable estoppel could not be applied against a
(Note: This syllabus       municipality where a plaintiff claiming reliance in seeking to recover in
constitutes no part of     a contract dispute alleged only the apparent authority of city employees,
the opinion of the court   rather than specific facts showing their express authority—complaint
but has been prepared      counts properly dismissed.
by the Reporter of
Decisions for the
convenience of the
reader.)


Decision Under             Appeal from the Appellate Court for the Second District; heard in that
Review                     court on appeal from the Circuit Court of Du Page County, the Hon. John
                           T. Elsner, Judge, presiding.



Judgment                   Appellate court judgment reversed.
                           Circuit court judgment affirmed.
                           Cause remanded.
Counsel on                Margo Ely, Patricia Johnson Lord and Mark Antonio Scarlato, of
Appeal                    Naperville, for appellant.

                          Phillip A. Luetkehans and Robert W. Funk, of Schirott, Luetkehans &
                          Garner, P.C., of Itasca, for appellee.

                          Michael J. Sturino, of Itasca, for amicus curiae Illinois Road and
                          Transportation Builders Association.


Justices                  JUSTICE THEIS delivered the judgment of the court, with opinion.
                          Chief Justice Kilbride and Justices Freeman, Thomas, Garman, Karmeier,
                          and Burke concurred in the judgment and opinion




                                            OPINION
¶1        This case involves an agreement between Patrick Engineering, Inc., and the City of
      Naperville for a stormwater management system. When the City refused to pay Patrick
      Engineering, Patrick Engineering terminated the agreement and sued the City. The trial court
      dismissed Patrick Engineering’s third and fourth amended complaints, and the appellate
      court reversed and remanded for further proceedings. 2011 IL App (2d) 100695.
¶2        The primary issue before us, according to the City, is whether the doctrine of equitable
      estoppel may apply against a municipality based upon the alleged apparent authority of its
      employees. We hold that equitable estoppel does not apply against a municipality when a
      plaintiff has alleged that a municipal official possessed apparent authority, but only when a
      plaintiff has alleged specific facts to show that a municipal official possessed express
      authority and that the plaintiff reasonably relied upon statements or conduct by the official.
      For the reasons that follow, we reverse and remand for further proceedings.

¶3                                        BACKGROUND
¶4        In early 2007, the City had partially completed a project to manage its stormwater, and
      accepted bids to finish it. The City, through its department of public works, its transportation,
      engineering and development business group, and its information technology department,
      published a “General Scope of Services” for interested vendors. According to the City, the
      remaining work included a “Stormwater Needs Analysis” for the entire city, as well as
      several tasks in a 23.5-square-mile area called Area B, which would begin with data
      collection and conversion for a three-square-mile “pilot area” selected by the City. The City
      notified vendors that the pilot area data collection and “any required process changes” would
      have to be completed and accepted by the City before proceeding with the data collection and

                                                -2-
     conversion in Area B. The City offered vendors a worksheet on which they could list
     proposed costs for the various areas of the project. Patrick Engineering completed and
     submitted the worksheet as part of its bid. This table shows Patrick Engineering’s proposed
     cost for each project area, as well as its total proposed cost:


      Project Area                                   Proposed Cost
      Project Management                             $44,432
      Stormwater Needs Analysis                      $35,580
      Pilot Area Data Conversion                     $73,420
      Area B Data Conversion                         $244,306
      Software Configuration                         $37,454
      Other Costs                                    $1,200
      TOTAL                                          $436,392


     The City accepted Patrick Engineering’s offer, and on March 29, 2007, the parties signed a
     “Consultant Services Agreement.” Patrick Engineering agreed to provide the City with a
     “Stormwater Asset Management and GIS Information System,” and in return the City agreed
     to pay Patrick Engineering $436,392.
¶5       Section 2.1 of the agreement provided a procedure under which the City could request
     and authorize “Additional Services” beyond those listed in the scope of services:
                  “If the representative of the City responsible for the Project verbally requests
              [Patrick Engineering] to perform additional services, [Patrick Engineering] shall
              confirm in writing that the services have been requested and that such services are
              additional services. [Patrick Engineering] shall be under no obligation to provide said
              services until a period of thirty (30) days has elapsed or until the City has authorized
              those services in writing, whichever is earlier. Failure of the City to respond to
              [Patrick Engineering’s] confirmation of said services within thirty (30) calendar days
              of receipt of the notice shall be deemed rejection of, and refusal to pay for the
              Additional Services.”
¶6       Shortly after the parties signed the agreement, the City asked Patrick Engineering what
     additional services would cost. On April 2, 2007, Patrick Engineering’s manager of
     enterprise solutions, Michael Blalock, wrote a letter to Debbie Kresl, a City employee,
     outlining the “cost per feature,” which would be used if the City decided “to create a change
     order.” No change order was made at that time.
¶7       Several weeks later, Blalock and Kresl exchanged emails regarding the project. On April
     20, 2007, Blalock told Kresl that Patrick Engineering wanted to begin its work, and asked
     her for a purchase order from which he could generate invoices for the City. Kresl asked him
     for a list of tasks that Patrick Engineering would start because her superiors likely would
     demand more details. She explained why a purchase order was necessary, and referred to
     “sign off and reviews” within the City decisionmaking process. She stated, “I realize that we
     need to get started ASAP and am working through the various internal steps to expedite the


                                               -3-
       Notice to Proceed. I have queried the appropriate folks within our organization and have
       asked if I can give the okay to start ***. *** I am awaiting a response from the Finance
       Director.”
¶8          That response came quickly. On April 23, 2007, Kresl sent a message to Blalock: “Please
       take this e-mail as limited ‘Notice to Proceed’ with work related to the ‘Field Data Collection
       and Conversion of Area B.’ I have spoken with Mike Bevis, Purchasing Manager, and he
       authorized the limited Notice to Proceed.” Although the City instructed Patrick Engineering
       to proceed generally in Area B, Kresl added, “I am also working to identify preliminary 1
       square mile areas, to select from, for the 3 square mile pilot area.” Shortly thereafter, the City
       issued a purchase order, and Patrick Engineering began its work under the contract.
¶9          On July 3, 2007, Patrick Engineering delivered the stormwater needs analysis to the City.
       On July 17, Patrick Engineering’s project manager, Scott Stocking, met with Beth Lang, the
       strategic services manager for the City’s department of public works, and informed her that
       the “feature count” under the contract would be reached before Patrick Engineering
       completed its work, and that a change order would be necessary. On July 23, Stocking sent
       a follow-up email to Lang reiterating Patrick Engineering’s belief that the City would need
       to issue a change order. The City notified Patrick Engineering that it would not do so, and
       Patrick Engineering stopped its work.
¶ 10        On August 10, 2007, Lang sent a letter to Stocking. Lang stated that City representatives
       had reviewed Stocking’s email, as well as the agreement and its attachments. Lang further
       stated that the City’s worksheet had instructed vendors to include all costs for data collection
       and conversion in the pilot area. According to Lang, “given the accepted contract language
       for the pilot area,” the City would pay only the amount specified in the agreement for Patrick
       Engineering’s work there. Lang requested that Patrick Engineering resume its work on the
       pilot area and complete that work within a month. She continued:
                    “Upon delivery and review of the pilot data, the City will work with Patrick to
                determine if a change in scope to complete the remainder of Area B is required. At
                that time, the project specifications, feature count projections, and budget will
                undergo thorough review and any necessary changes will be made.
                    Please note, until the pilot area receives formal acceptance by the City, work
                performed in the remainder of Area B without prior authorization from the city’s
                assigned Project Manager is at your own risk.”
       The letter did not identify the project manager, but it was copied to several city officials,
       including “Debbie Kresl, Technology Project Manager.”
¶ 11        Patrick Engineering returned to work. Between May 2007 and September 2008, Patrick
       Engineering sent five invoices to the City. This table shows the dates and amounts of these
       invoices:




                                                  -4-
        Invoice Date                                    Invoice Amount
        May 31, 2007                                    $6,910
        September 5, 2007                               $136,326.10
        February 6, 2008                                $259,232.67
        May 22, 2008                                    $12,253.40
        September 9, 2008                               $21,660.66


       This table shows Patrick Engineering’s proposed cost and invoiced amount for each project
       area, as well as its total proposed cost and total invoiced amount:


        Project Area                       Proposed Cost                    Invoiced Amount
        Project Management                 $44,432                          $60,047.671
        Stormwater Needs Analysis          $35,580                          $59,184.66
        Pilot Area Data Conversion         $73,420                          $115,884.50
        Area B Data Conversion             $244,306                         $166.079.50
        Software Configuration             $37,454                          $37,868.60
        Other Costs                        $1,200                           $1,500
        TOTAL                              $436,392                         $436,382.83


¶ 12       Patrick Engineering invoiced an amount within $10 of the amount of the entire
       agreement, exceeding its proposed cost in every project area, except Area B data conversion,
       where it invoiced only 68% of its proposed cost. Clearly, the project remained substantially
       unfinished. At some point, the City paid $77,312.20, though that is not reflected in any of the
       five invoices. Patrick Engineering demanded full payment of the balance, and the City
       declined. On January 21, 2009, Patrick Engineering’s attorney sent a letter to the City
       terminating the agreement.2
¶ 13       On January 27, 2009, Patrick Engineering filed a three-count complaint against the City.
       In count I of its original complaint, entitled “Breach of Contract,” Patrick Engineering stated
       that the agreement obligated the City to pay $436,392. Patrick Engineering alleged that the
       City required additional plans and additional categories of plans should be included in the
       data to be converted, provided improperly catalogued plans and incomplete “as-built”
       drawings, and changed the size of Area B. However, Patrick Engineering did not allege


               1
                $17,212 of this amount was finance costs. The invoices each stated, “A finance charge of
       1.5% per month will be assessed on accounts over 30 days,” but the agreement did not provide for
       finance charges. Notably, Patrick Engineering only imposed a finance charge on the third invoice,
       and then only in the area of project management.
               2
                Section 6.1 of the agreement provided, “This agreement may be terminated at any time upon
       thirty (30) days written notice by either party in the event of a substantial failure to perform in
       accordance with the terms hereof by the other party through no fault of the terminating party.”

                                                  -5-
       which City official or officials made those modifications, or whether that official or those
       officials possessed the authority to do so. More importantly, Patrick Engineering did not
       allege that any City official authorized in writing additional services, as required by section
       2.1. Patrick Engineering simply stated that it incurred $231,848.36 in additional costs, and
       performed $457,731.62 of services under the agreement. Because the City paid only
       $77,312.20, Patrick Engineering claimed that it was due $380,419.42.
¶ 14        In count II, entitled “Account Stated,” Patrick Engineering listed the five invoices that
       it sent to the City. The amounts are correct for four of the invoices. Regarding the third
       invoice, Patrick Engineering stated that it billed the City $242,020, when it had actually
       billed the City $259,232.67.3 Patrick Engineering did not provide a total of the amounts it
       purportedly invoiced, or acknowledge that the City paid $77,312.20, as it had in count I.
       Instead, Patrick Engineering claimed that because the City never objected to the invoices, an
       account stated in the amount of $341,857.96 was warranted. In count III, entitled “Local
       Government Prompt Payments Act,” Patrick Engineering incorporated the allegations of
       count II, and further alleged that that statute (50 ILCS 505/1 et seq. (West 2010)) required
       the City to approve or disapprove of the invoices within 30 days. Patrick Engineering stated
       that because the City did not do so, it owed $341,857.96, the amount of the unpaid services,
       plus statutory interest of 1% per month. Patrick Engineering did not explain the discrepancy
       between the amount it claimed in count I and the amounts it claimed in counts II and III.
       Patrick Engineering also did not explain the discrepancy between the amount it claimed in
       counts II and III, $341,857.96, and the amount it actually invoiced, $436,382.83.4
¶ 15        The trial court dismissed the complaint without prejudice. Over the following year,
       Patrick Engineering filed four amended complaints, each of which the trial court dismissed.
       The doctrine of equitable estoppel appeared as an issue in this case for the first time when
       the City mentioned it briefly, and preemptively, in its motion to dismiss Patrick
       Engineering’s second amended complaint. The City argued that a municipal agent cannot
       approve a contract modification without explicit authority, and in the absence of such
       authority, the modification is void and cannot be validated by estoppel. The trial court agreed
       with the City, and after that complaint was dismissed, equitable estoppel became the crux of
       Patrick Engineering’s case.
¶ 16        On November 30, 2009, Patrick Engineering filed its third amended complaint. That
       complaint contained five counts, but only three of those counts are at issue here. In count I,
       entitled “Breach of Contract,” Patrick Engineering stated that the agreement obligated the
       City to pay $436,392, then chronologically addressed its dealings with City officials. Patrick
       Engineering mentioned Blalock’s letter to Kresl, whom Patrick Engineering described as the
       “Project Manager for Naperville’s Transportation and Traffic Engineering Department,”

               3
                The difference between the alleged and actual amounts, $17,212.67, was equal to the
       finance charge that Patrick Engineering imposed in that invoice for project management.
               4
                In its brief before us, Patrick Engineering states that it invoiced “a total of $457,731.62 for
       its work.” That figure is consistent with the amount it claimed in count I of its original complaint,
       but not with the invoices themselves.

                                                     -6-
       regarding the costs of additional services, as well as Kresl’s email to Blalock regarding the
       limited notice to proceed from Bevis. Patrick Engineering also mentioned Stocking’s
       meeting with Lang, where he informed the City that the feature count under the agreement
       would be reached and that a change order would be necessary, “as outlined in” Blalock’s
       letter to Kresl. However, Blalock’s letter, which was attached as an exhibit to the complaint,
       did not sketch the parameters of a change order. He simply provided prices for various
       features that the City could use in considering whether to request and authorize additional
       services. In fact, when he wrote the letter, Patrick Engineering had not begun its work, and
       the City had not requested additional services.
¶ 17        Patrick Engineering then alleged that after it stopped its work, Lang wrote a letter
       representing that “upon Patrick Engineering’s delivery of the Pilot Area data, Naperville
       would make any necessary adjustments to the budget and project specifications.” Lang’s
       letter, which was also attached as an exhibit to the complaint, did not promise that the City
       would alter the project’s scope of services and budget once Patrick Engineering delivered the
       pilot area data. She advised only that the City would review the data to determine if a change
       in the project’s scope or budget was required. Lang also warned that before the City formally
       accepted the pilot area data, any work in Area B without prior authorization from the City’s
       project manager would be at Patrick Engineering’s own risk. Despite the actual language of
       Lang’s letter, Patrick Engineering stated that it resumed its work based on her assurances that
       the City “would make any necessary adjustments to the Project budget.” Patrick Engineering
       also stated that sometime during the “latter half” of 2007, City representatives, including
       Lang and Larry Gunderson, the City’s information technology team leader, informed Patrick
       Engineering employees that “the City would issue a change order once the Pilot Area [data]
       was accepted.”
¶ 18        Patrick Engineering then turned to “additional work,” presumably meaning work beyond
       the agreement’s scope of services. Patrick Engineering alleged that in early 2008, Bevis, who
       earlier had authorized the limited notice to proceed, and William Novack, the city engineer
       and its engineering services team leader, “were aware” of the additional work Patrick
       Engineering was performing “as a result of [the City’s] representations.” Patrick Engineering
       stated that in February 2008, its vice presidents, Ernst Kohn and Jeffrey Schuh, met with
       Novack to discuss the fact that Patrick Engineering was performing additional work at the
       City’s direction. During that meeting Kohn and Schuh showed Novack a letter written by
       Patrick Engineering’s president, Dan Dietzler, to Robert Marshall, the acting city manager,
       which outlined the additional work Patrick Engineering was performing. Unlike Blalock’s
       letter, Dietzler’s letter was not attached to the complaint and does not appear in the record.
       Patrick Engineering asserted that Bevis, Novack, and Marshall knew Patrick Engineering
       was performing additional work, but never instructed Patrick Engineering to stop. Patrick
       Engineering continued,
                    “In light of Patrick’s knowledge that Beavis [sic], Marshall, and Novack knew
                of Patrick’s additional work, Patrick reasonably relied on the representations of Lang
                and Gunderson that adjustments would be made to the Project budget and, most
                particularly, to the amounts that would be paid to Patrick, and directed its employees
                to continue working on the Project, thereby incurring hundreds of thousands of

                                                -7-
                dollars in labor costs.”
¶ 19        Patrick Engineering then referred to section 2 of the agreement, which purportedly
       contemplated that Patrick Engineering “may provide additional services as requested” by the
       City. This allegation oversimplified section 2.1. Under that section, if the City made a verbal
       request for additional services, Patrick was required to confirm that request in writing, and
       was not obligated to perform those services until the City authorized them in writing. Patrick
       Engineering did not assert that the City did that, but did assert that the City made changes
       and additions to Patrick Engineering’s work under the agreement pursuant to section 2. As
       it had in its original complaint, Patrick Engineering alleged that the City required additional
       plans and additional categories of plans should be included in the data to be converted,
       provided improperly catalogued plans and incomplete “as-built” drawings, and changed the
       size of Area B. But again Patrick Engineering did not allege which City official or officials
       made those modifications, or whether that official or those officials possessed the authority
       to do so. Patrick Engineering simply stated that it performed what it called “the Extras” in
       reasonable reliance on representations made by Lang and Gunderson that the City “would
       adjust the Project budget and issue appropriate change orders upon delivery of the Pilot Area
       data.”
¶ 20        Patrick Engineering then briefly listed the work it performed pursuant to the agreement,
       and alleged that it managed the project and incurred related costs, performed and delivered
       a stormwater needs analysis, performed and delivered pilot area data conversion, converted
       data in Area B, and configured and implemented software. According to Patrick Engineering,
       the City refused to issue a change order upon delivery of the pilot area data, contrary to the
       representations from Lang and Gunderson. Patrick Engineering asserted that “[a]s a result
       of Patrick’s performance of the Agreement, including the Extras,” the City was required to
       pay $341,475.26. Because the City paid only $77,312.20, Patrick Engineering claimed that
       it was due $264,163.06. Patrick Engineering concluded: “Based on Naperville’s changes to
       the Agreement and the representations of its agents, Naperville is equitably estopped from
       denying liability for the work performed pursuant to the agreement, including, but not limited
       to, the Extras.”
¶ 21        In count II, also entitled “Breach of Contract,” Patrick Engineering incorporated the
       allegations of count I and added more. Patrick Engineering asserted that it completed and
       submitted the pilot area data to the City, in compliance with the standards of the agreement,
       but the City “without right or justification, refused to accept the [data] and imposed standards
       and rules not contained in the Agreement and in breach of the Agreement.” Patrick
       Engineering did not allege which City official or officials declined the data and changed the
       rules, or whether that official or those officials had the authority to do so. Patrick
       Engineering simply alleged that, in an effort to comply with the City’s new standards, it
       incurred costs of $116,256.36 related to the pilot area. Patrick Engineering did not explain
       why its work in the pilot area was the subject of a separate count, even though that work fell
       within the scope of services and had been included in count I among the work it purportedly
       performed pursuant to the agreement. Patrick Engineering concluded that, based on the
       changes and the representations of its agents, the City was equitably estopped from denying
       liability for these costs. Together, counts I and II sought $457,731.62, the same amount as

                                                 -8-
       count I of Patrick Engineering’s original complaint.
¶ 22       In count IV, entitled “Accounts Stated,” Patrick Engineering tracked count II of its
       original complaint, and used the incorrect figure for the third invoice. Again, Patrick
       Engineering claimed that it was due $341,857.96.5
¶ 23       The City filed a combined motion to dismiss this complaint under section 2-619.1 of the
       Code of Civil Procedure. See 735 ILCS 5/2-619.1 (West 2010). The City argued that counts
       I and II should be dismissed under section 2-619 (735 ILCS 5/21-619 (West 2010)), and that
       count IV should be dismissed under section 2-615 (735 ILCS 5/2-615 (West 2010)). During
       the status hearing to set the briefing schedule on the City’s motion, the parties stipulated
       orally that Patrick Engineering performed additional work, and that City representatives in
       the building department knew of this additional work, but did not halt it. On March 17, 2010,
       the trial court granted the City’s motion in a written order. Relevant to counts I and II, the
       court noted the parties concurred that the third amended complaint “does not attempt to state
       a cause of action for the original obligations” under the contract. According to the trial court,
       Patrick Engineering did not, and could not, allege that the City authorized additional services
       under section 2 of the contract. Rather, “Patrick Engineering had to expend more hours than
       it expected to fulfill the contract. *** Additional work to fulfill the original scope of the
       contract is not an Additional Service ***. This is a risk that a party takes when it enters into
       a contract.”
¶ 24       The trial court then turned to equitable estoppel. The court concluded that none of the
       municipal employees with whom Patrick Engineering dealt had authority to bypass the
       language of section 2 regarding additional services, and that Patrick Engineering knew of this
       restriction. According to the trial court, there was no affirmative act by the City, only
       unauthorized acts by its representatives. Thus, relying on Nielsen-Massey Vanillas, Inc. v.
       City of Waukegan, 276 Ill. App. 3d 146 (1995), the court held that equitable estoppel did not
       apply. Because Patrick Engineering’s claims for breach of contract in counts I and II failed,
       so did its claim for an account stated in count IV.
¶ 25       Patrick Engineering, however, protested that count I sought recovery for work within the
       scope of the services, as well as work outside it. The trial court granted leave to file another
       amended complaint, setting out in a separate count a breach of contract claim for the work
       that Patrick Engineering contended had been performed within the scope of services. Patrick
       Engineering then filed a fourth amended complaint, which incorporated its third amended
       complaint in a footnote, presenting a new breach of contract claim. In this claim, Patrick
       Engineering sought only $219,086, slightly more than half the amount of the agreement.
       Because the City paid only $77,312.50, Patrick Engineering stated that it was due
       $141,773.80. The City filed another motion to dismiss, arguing that Patrick Engineering still
       had not specified the work it had done under the agreement. The trial court granted this


               5
                 In count III, Patrick Engineering presented a claim for recovery in quantum meruit, in the
       alternative to its claims for breach of contract. In count V, Patrick Engineering presented a claim
       under the Illinois Local Government Prompt Payment Act (50 ILCS 505/1 et seq. (West 2010)),
       which contained essentially the same allegations as count IV. These counts are not before us.

                                                   -9-
       motion, and Patrick Engineering appealed.
¶ 26       The appellate court reversed and remanded. 2011 IL App (2d) 100695. Regarding counts
       I and II of Patrick Engineering’s third amended complaint, the appellate court identified the
       issue as whether Patrick Engineering adequately alleged facts that could give rise to the
       application of equitable estoppel against the City. Id. ¶ 31. According to the appellate court,
       counts I and II could proceed:
                “Here, Patrick alleged that City officials, including the strategic services manager and
                the information technology team leader, told Patrick that it would be compensated
                for the extra work that it was performing once the pilot area data was accepted. The
                exhibits to the third amended complaint show the names of these persons, along with
                the technology project manager, on e-mails and letters to and from Patrick, raising
                the reasonable inference that they were involved in managing the project for the City.
                Patrick also alleged that the city manager, the chief procurement officer, and the city
                engineer all were aware of the extra work that Patrick was performing and that
                Patrick was performing that additional work at the direction of the City. Patrick
                stated that it relied on the statements of certain City agents and the apparent tacit
                agreement of others in deciding to perform the extra work, thereby incurring
                hundreds of thousands of dollars of extra expense. These allegations are sufficient
                to make out a claim of equitable estoppel.” Id. ¶ 35.
¶ 27       The appellate court then addressed the City’s argument that the acts of its employees
       could not provide the basis for equitable estoppel unless they had authority to modify the
       contract. Id. ¶ 36. The court stated that this argument would add another requirement to the
       doctrine of equitable estoppel, and the proposition that a plaintiff must plead the municipal
       agent had formal authority to act was “far from clear.” Id. ¶ 40. The common thread in the
       caselaw, asserted the appellate court, is a rule that the plaintiff must plead the municipality
       “delegated (either expressly or impliedly) its authority in a particular area to the agent in
       question.” Id. ¶ 43. The court again focused on Patrick Engineering’s allegations “that
       persons who appear to have been designated by the corporate authorities to oversee the
       stormwater management project made representations to Patrick that induced it to perform
       the extra work.” Id. According to the appellate court, the validity of these allegations would
       be tested in the litigation process, and counts I and II could survive a motion to dismiss. Id.
       ¶ 44.
¶ 28       Regarding count IV of the third amended complaint, the appellate court held that Patrick
       Engineering’s claim for account stated did not present a freestanding claim against the City,
       but rather it served as a mechanism for ascertaining damages if the City was liable for Patrick
       Engineering’s other claims. Id. ¶ 53. Because the court reversed the dismissal of those
       claims, it also reversed the dismissal of count IV. Id. ¶¶ 53-54.6


               6
               The trial court dismissed Patrick Engineering’s third and fourth amended complaints in full,
       and the appellate court reversed the dismissal of these complaints and remanded for further
       proceedings. The City has not appealed the appellate court’s holding on counts III and V of the third
       amended complaint, or the breach of contract count in the fourth amended complaint. Those counts

                                                  -10-
¶ 29        This court allowed the City’s petition for leave to appeal (see Ill. S. Ct. R. 315(a) (eff.
       Feb. 26, 2010)), and allowed the Illinois Road and Transportation Builders Association to
       file an amicus curiae brief in support of Patrick Engineering (see Ill. S. Ct. R. 345 (eff. Sept.
       20, 2010)).

¶ 30                                       ANALYSIS
¶ 31       The City’s motion to dismiss Patrick Engineering’s third amended complaint was brought
       under section 2-619.1 of the Code of Civil Procedure, which allows a party to file a motion
       combining a section 2-619 motion to dismiss with a section 2-615 motion to dismiss. See
       735 ILCS 5/2-619.1 (West 2010). A section 2-615 motion to dismiss tests the legal
       sufficiency of a complaint. Vitro v. Mihelcic, 209 Ill. 2d 76, 81 (2004). A section 2-619
       motion to dismiss admits the sufficiency of the complaint, but asserts a defense outside the
       complaint that defeats it. King v. First Capital Financial Services Corp., 215 Ill. 2d 1, 12
       (2005). Specifically, section 2-619(a)(9) permits involuntary dismissal where the claim is
       barred by “other affirmative matter.” 735 ILCS 5/2-619(a)(9) (West 2010). When ruling on
       such motions, a court must accept as true all well-pleaded facts, as well as any reasonable
       inferences that may arise from them (Doe v. Chicago Board of Education, 213 Ill. 2d 19, 23-
       24 (2004)), but a court cannot accept as true mere conclusions unsupported by specific facts
       (Pooh-Bah Enterprises, Inc. v. County of Cook, 232 Ill. 2d 463, 473 (2009)). See also Hanks
       v. Cotler, 2011 IL App (1st) 101088, ¶ 17 (stating that a motion to dismiss under sections 2-
       615 and 2-619 admits well-pleaded facts, but that “conclusions of law and conclusory factual
       allegations not supported by allegations of specific facts are not deemed admitted” (internal
       quotation marks omitted)). Our review of a dismissal under either section 2-615 or 2-619 is
       de novo. Solaia Technology, LLC v. Specialty Publishing Co., 221 Ill. 2d 558, 579 (2006).
       We turn to the three counts before us.

¶ 32                            1. Counts I and II: Breach of Contract
¶ 33       In counts I and II of its third amended complaint, which were repleaded and incorporated
       into its fourth amended complaint, Patrick Engineering sought to recover $457,731.62 for
       its partial performance of services under the agreement, as well as its performance of
       additional services beyond the agreement.7 Patrick Engineering tethered its breach of contract


       remain pending before the trial court.
               7
                 According to the City, Patrick Engineering completed less than 25% of the project.
       According to Patrick Engineering’s figures, that percentage may be higher.
                If $457,731.62, the total amount Patrick Engineering claimed in counts I and II of its third
       amended complaint, represents the amount of services that it performed both under and beyond the
       agreement, and $219,086, the amount Patrick Engineering claimed in the sole new count of its fourth
       amended complaint, represents the amount of services that it performed under the agreement, then
       seemingly it performed $238,645.62 in additional services and completed just over 50% of the
       project.
                However, we cannot determine whether those calculations are correct because, as the City

                                                  -11-
       claims to the doctrine of equitable estoppel. Before us, the City raises four issues regarding
       counts I and II, but its initial and central contention is that a municipality may not be
       equitably estopped based upon the apparent authority of its employees. The City argues that
       the appellate court’s decision departed from a long line of cases that uniformly require that
       a plaintiff seeking to impose equitable estoppel against a municipality must allege the
       municipal officials upon whose actions the plaintiff relied possessed actual authority.
¶ 34        “An agent’s authority may be either actual or apparent, and actual authority may be either
       express or implied.” Zahl v. Krupa, 365 Ill. App. 3d 653, 660 (2006). Express authority is
       actual authority granted explicitly by the principal to the agent; implied authority is actual
       authority proved circumstantially by evidence of the agent’s position. Amcore Bank, N.A. v.
       Hahnaman-Albrecht, Inc., 326 Ill. App. 3d 126, 135-37 (2001). Apparent authority, by
       contrast, is authority imposed by equity.
               “Apparent authority *** is the authority which the principal knowingly permits the
               agent to assume, or the authority which the principal holds the agent out as
               possessing. It is the authority which a reasonably prudent person, exercising diligence
               and discretion, in view of the principal’s conduct, would naturally suppose the agent
               to possess.” Gilbert v. Sycamore Municipal Hospital, 156 Ill. 2d 511, 523 (1993).
¶ 35        The doctrine of apparent authority is rooted in the doctrine of equitable estoppel.
       Williams v. Ingalls Memorial Hospital, 408 Ill. App. 3d 360, 370-71 (2011); accord
       O’Banner v. McDonald’s Corp., 173 Ill. 2d 208, 213 (1996). Indeed, our descriptions of
       them are congruent. Regarding apparent authority, we have stated that where a principal has
       created the appearance of authority in an agent, and another party has reasonably and
       detrimentally relied upon the agent’s authority, the principal cannot deny it. See Petrovich
       v. Share Health Plan of Illinois, Inc., 188 Ill. 2d 17, 31 (1999). Regarding equitable estoppel,
       we have stated that where a person has said or done something, and another party has
       reasonably and detrimentally relied upon that statement or conduct, the person cannot deny
       it. See Geddes v. Mill Creek Country Club, Inc., 196 Ill. 2d 302, 313 (2001). While these
       doctrines share certain considerations, Illinois courts have long held that equitable estoppel
       may apply against municipalities, in extraordinary and compelling circumstances (see, e.g.,
       Village of Wadsworth v. Kerton, 311 Ill. App. 3d 829, 837 (2000)), but have never held that
       apparent authority may apply against municipalities (see D.S.A. Finance Corp. v. County of
       Cook, 345 Ill. App. 3d 554, 563 (2003)).
¶ 36        The reason for this disparate treatment of these similar doctrines is twofold. First,
       apparent authority is rarely an issue in cases involving municipal officials because such
       officials are employees with some measure of actual authority. Second, and more



       observes in its opening brief, Patrick Engineering “made no distinction in its invoices between
       services it claimed to have performed within the scope of the Contract, and additional services it
       claimed to have performed outside the scope of the Contract.” We can safely assume that a
       significant portion of the work remained unfinished when this case began, and further that a
       significant portion of Patrick Engineering’s putative damages were for additional services that the
       City never authorized in writing.

                                                  -12-
       importantly, apparent authority is inappropriate in such cases. Because apparent authority is
       not actual, but only ostensible, an apparent agent may make representations the specifics of
       which the principal is unaware, and still bind the principal. Lundberg v. Church Farm, Inc.,
       151 Ill. App. 3d 452, 461 (1986) (“an agent may bind his principal by acts which the
       principal has not given him actual authority to perform, but which he appears authorized to
       perform” (emphases in original)). “If the unauthorized acts of a governmental employee are
       allowed to bind a municipality ***, the municipality would remain helpless to correct errors”
       (City of Chicago v. Unit One Corp., 218 Ill. App. 3d 242, 246 (1991)) or, worse, to escape
       the financial effects of frauds and thefts by unscrupulous public servants (D.S.A. Finance
       Corp., 345 Ill. App. 3d at 563). Thus, we have required, “anyone dealing with a
       governmental body takes the risk of having accurately ascertained that he who purports to
       act for it stays within the bounds of his authority, and *** this is so even though the agent
       himself may have been unaware of the limitations on his authority.” Cities Service Oil Co.
       v. City of Des Plaines, 21 Ill. 2d 157, 160-61 (1961); accord Lindahl v. City of Des Plaines,
       210 Ill. App. 3d 281, 296 (1991) (holding that “knowledge of the limitations of [a
       municipality’s] liability with respect to any contract which its officials attempt to enter into
       was imputed to plaintiff”).
¶ 37       Here, the appellate court never mentioned apparent authority. Instead, the appellate court
       stated, “Patrick has alleged that persons who appear to have been designated by the
       corporate authorities to oversee the stormwater management project made representations
       to Patrick that induced it to perform the extra work.” (Emphases added.) 2011 IL App (2d)
       100695, ¶ 43. The word “appear” was perhaps inartful, but we choose to read it narrowly, in
       context with the words “designated” and “delegated.” Id. (“A common thread in [the
       appellate court] cases is that the municipality’s governing body delegated (either expressly
       or impliedly) its authority in a particular area to the agent in question.”). The appellate court
       understood that equitable estoppel may apply against a municipality only based on statements
       and conduct by municipal officials who possess actual authority.
¶ 38       By focusing on the positions of various City officials, the appellate court seemed to hold
       that allegations of implied authority are sufficient. See Progress Printing Corp. v. Jane
       Byrne Political Committee, 235 Ill. App. 3d 292, 308 (1992) (“implied authority is that
       which is inherent in an agent’s position”). According to the appellate court, the titles of Lang
       and Gunderson, as well as their names on exhibits attached to the complaint, “rais[ed] the
       reasonable inference that they were involved in managing the project for the City,” and,
       consequently, their statements and conduct could form the basis of a colorable claim of
       equitable estoppel.8 2011 IL App (2d) 100695, ¶ 35. The appellate court, however, inferred
       too much and demanded too little, and ultimately erred in reversing the dismissal of counts
       I and II. The task of providing the parties and future litigants a template for determining what
       specific facts must be pleaded to support the application of equitable estoppel falls to us.

               8
                 The appellate court also mentioned Kresl—not by name, but by her title of “technology
       project manager”—as additional support for the inference that Lang and Gunderson managed the
       project. 2011 IL App (2d) 100695, ¶ 35. Obviously, Kresl’s role in the City’s bureaucracy had no
       bearing on the authority possessed by Lang and Gunderson.

                                                 -13-
¶ 39        Illinois courts have traditionally stated that, in order to apply equitable estoppel against
       a municipality, there must be an act by a municipality that induces reliance by a private party.
       See, e.g., County of Du Page v. K-Five Construction Corp., 267 Ill. App. 3d 266, 273 (1994);
       Lindahl, 210 Ill. App. 3d at 295; Bank of Pawnee v. Joslin, 166 Ill. App. 3d 927, 939 (1988).
       “[M]ere nonaction” is not enough. Monarch Gas Co. v. Illinois Commerce Comm’n, 51 Ill.
       App. 3d 892, 898 (1977) (citing People ex rel. Petty v. Thomas, 361 Ill. 448 (1935)). The act
       must be affirmative, but may be either an act by the municipality itself, such as legislation,
       or an act by an official with express authority to bind the municipality. See Nielsen-Massey
       Vanillas, Inc., 276 Ill. App. 3d at 156 (“a city cannot be estopped by an act of its agent
       beyond the authority expressly conferred upon that official”); accord Cities Service Oil Co.,
       21 Ill. 2d at 160. Additionally, the reliance must be detrimental and reasonable. That is, the
       private party must have not only substantially changed its position, based on the affirmative
       act of the municipality or its officials (see id. at 160-61), but also justifiably done so, based
       on its own inquiry into the municipal official’s authority (see D.S.A. Finance Corp., 345 Ill.
       App. 3d at 560).
¶ 40        These principles have emerged chiefly from cases resolved at advanced stages of
       litigation, but their import in the procedural posture of this case is clear. We hold that a
       plaintiff seeking to invoke equitable estoppel against a municipality must plead specific facts
       that show (1) an affirmative act by either the municipality itself or an official with express
       authority to bind the municipality; and (2) reasonable reliance upon that act by the plaintiff
       that induces the plaintiff to detrimentally change its position. Although agency (see Athanas
       v. City of Lake Forest, 276 Ill. App. 3d 48, 54 (1995)) and reliance (see D.S.A. Finance
       Corp., 345 Ill. App. 3d at 560) are typically questions of fact, a plaintiff must offer more than
       mere conclusions on these elements because Illinois is a fact-pleading jurisdiction, and
       because, when public revenues are at stake, estoppel is particularly disfavored. Halleck v.
       County of Cook, 264 Ill. App. 3d 887, 893 (1994) (citing Jack Bradley, Inc. v. Department
       of Employment Security, 146 Ill. 2d 61, 81 (1991)); County of Cook v. Patka, 85 Ill. App. 3d
       5, 13 (1980) (“The paramount consideration is the right of the people.”). Without relaxing
       that requirement, we note that a plaintiff may be forced to present allegations of express
       authority upon information and belief. “[A]n allegation made on information and belief is
       not equivalent to an allegation of relevant fact” (Whitley v. Frazier, 21 Ill. 2d 292, 294
       (1961)), but at the pleading stage a plaintiff will not have the benefit of discovery tools to
       expose details about a municipality’s bureaucratic hierarchy. A plaintiff will have knowledge
       of what it did to learn those details, and should allege any efforts taken to determine the
       extent of the authority of the municipal official or officials involved. With this framework
       in mind, we examine the allegations in counts I and II.
¶ 41        Regarding the first element, Patrick Engineering’s complaint is completely devoid of any
       allegations of agency, even upon information and belief. Patrick Engineering mentioned
       several officials, but asserted that only Lang and Gunderson made representations and
       assurances the City would issue a change order. Patrick Engineering stated that Gunderson
       was the City’s information technology team leader and that Lang was the City’s strategic
       services manager, as well as the manager of this project. But allegations that Lang and
       Gunderson possessed titles that appeared to confer upon them some undefined oversight

                                                 -14-
       responsibility for the project are not a substitute for allegations that they possessed express
       authority to informally approve additional services.
¶ 42        Indeed, if any City official had such authority, it was more likely Kresl than Gunderson
       or Lang. Lang’s letter referred to the City’s assigned project manager, undercutting any
       implication that she herself filled that role, and listed Kresl as “Technology Project
       Manager.” Blalock asked Kresl, not Lang or Gunderson, for a purchase order, and she told
       him that she was working to shepherd the agreement through the City’s internal
       decisionmaking procedures and later working to identify preliminary choices for the pilot
       area. Blalock also responded to a request by Kresl, not Lang or Gunderson, to provide prices
       for additional services. In its oral argument, Patrick Engineering seemed to acknowledge that
       Kresl was the project representative, but in its complaint, it did not assert that or mention
       what steps it took to learn the identity of the project representative or the extent of that
       person’s authority.9 We conclude that Patrick Engineering failed to allege specific facts to
       show that any City official, including Lang and Gunderson, possessed express authority to
       ignore section 2.1 and verbally authorize additional services.
¶ 43       Regarding the second element, Patrick Engineering failed to allege specific facts that its
       reliance was reasonable. Patrick Engineering claimed, generally, that the City made various
       changes and additions to Patrick Engineering’s work under the agreement, but did not
       identify which official or officials did so, much less what that official or officials may have
       said. According to Patrick Engineering, Dietzler’s letter “outlined” the additional work, and
       may have shed light on who approved it, and what that official or officials approved, but the
       letter is not in the record. Its absence is telling. Patrick Engineering also never provided
       details about the statements made by Lang and Gunderson. As the City notes, Patrick
       Engineering stated that they made representations and assurances the City would issue a
       change order, but did not offer any details about the scope of such an order, leaving the vague
       implication that they sanctioned an unlimited measure of additional services and, in effect,
       an open draw on the City’s treasury.
¶ 44        Further, as presented in Patrick Engineering’s complaint, the statements made by Lang
       and Gunderson were all conditional. Patrick Engineering stated that Lang’s letter made
       representations and assurances that “upon Patrick Engineering’s delivery of the Pilot Area
       data, Naperville would work with Patrick to make necessary changes to the budget and
       project specifications.” In fact, Lang wrote, “Upon delivery and review of the pilot data, the
       City will work with Patrick Engineering to determine if a change in scope to complete the
       remainder of Area B is required.” (Emphasis added.) Lang also warned Patrick Engineering
       that until the pilot area data was accepted, “work performed in the remainder of Area B


               9
                In its brief, Patrick Engineering argues that its performance of additional services was
       induced, in part, by the conduct of Kresl, stating that it alleged Kresl, among other City officials
       “with oversight responsibility[,] made representations *** that price adjustments would be made to
       the Agreement and that change orders would issue.” This statement is a blatant misrepresentation
       of the complaint. Patrick Engineering’s complaint did not assert that Kresl made any assurances or
       representations whatsoever—and certainly none about the project’s budget—or that she had express
       authority to do so.

                                                  -15-
       without prior authorization from the city’s assigned Project Manager is at your own risk.”
       (Emphasis added.) The letter itself controls (see Kehoe v. Saltarelli, 337 Ill. App. 3d 669,
       676 (2003)) and indicates that the purported assurances were far from sure. Patrick
       Engineering also stated that Lang and Gunderson informed its employees that the City would
       issue a change order “once the Pilot Area was accepted,” but the pilot area data was never
       accepted.
¶ 45        Patrick Engineering attempts to divert our attention from these shortcomings by directing
       us to section 3.6 of the agreement, which provided that the City shall designate a project
       representative with “complete authority to transmit instructions, receive information, and
       interpret and define the City’s policies and decisions.” Patrick Engineering insists the City’s
       breach of that section relieved Patrick Engineering of the duty to ascertain the limits of the
       authority possessed by various City officials until the parties engaged in discovery, thereby
       rendering its reliance upon the purported assurances from Lang and Gunderson more
       reasonable. But Patrick Engineering did not mention section 3.6 in its complaint, and
       regardless of whether the City violated it, the duty to ascertain the authority possessed by
       City officials remained with Patrick Engineering. See Cities Service Oil Co., 21 Ill. 2d at 60-
       61; Lindahl, 210 Ill. App. 3d at 295; see also Kerton, 311 Ill. App. 3d at 839 (“The party
       seeking to claim the benefit of estoppel cannot shut his eyes to obvious facts, or neglect to
       seek information that is easily accessible, and then charge his ignorance to others.”); Levin
       v. Civil Service Comm’n, 52 Ill. 2d 516, 524 (1972) (“the one claiming the benefit of
       [estoppel] must have relied upon the actions or representations of the other and must have
       had no knowledge or convenient means of knowing the true facts”). Patrick Engineering had
       an easy way to determine whether Lang and Gunderson could assent to a change order that
       was not authorized in writing by the City. Patrick Engineering could have followed the
       procedure set forth in section 2.1, submitted a written confirmation of any verbal requests
       for additional services, and waited for the City to authorize them in writing.
¶ 46        Patrick Engineering leans heavily on Kenny Construction Co. v. Metropolitan Sanitary
       District, 52 Ill. 2d 187 (1971), and Stahelin v. Board of Education, School District No. 4, 87
       Ill. App. 2d 28 (1967), because, we assume, the holdings in those cases favored municipal
       contractors. Both are factually inapposite. In Kenny Construction, a construction company
       and a sanitary district entered into a contract to build a sewer tunnel. The contract included
       a clause regarding “changed conditions.” This clause provided that if the company
       encountered changed conditions under the ground which materially differed from those
       shown on the project drawings or indicated in the project specifications and which could
       materially affect the cost of the project, the company was required to inform the district’s
       chief engineer. The engineer would then investigate the conditions, and if he agreed that they
       differed and could affect the cost, he could approve in writing a modification to the contract.
       Such a modification then was subject to approval by the district’s board of trustees.
¶ 47        The company encountered changed conditions, and asked the district to approve a
       modification that involved an alternative method of tunnelling using steel plates. The
       company president was told by the board president that he would speak to the chief engineer,
       and if that department agreed, the company would be compensated for any extra work. The
       company then met with the chief engineer, and they agreed on a price for the steel plates, but

                                                -16-
       did not agree on a cost for a modification. The chief engineer said that he would let the
       company proceed with the alternative method, but chose to defer any discussion regarding
       its cost because it would be more efficient to evaluate the work after it was completed and
       pay for it later. The chief engineer had employed this approach earlier, in response to another
       request by the company for a modification due to changed conditions. The company
       completed the work, but the district denied the company’s claims for additional
       compensation. The company sued the district, and the trial court concluded that the district
       was equitably estopped from requiring that any modification to the contract must be
       approved in writing by the chief engineer and then approved by the board of trustees. The
       appellate court reversed the trial court’s decision, and the company appealed.
¶ 48        This court reversed the appellate court’s decision. We held that the chief engineer’s
       statements constituted an undertaking to pay for extra work after it was completed. Kenny
       Construction, 52 Ill. 2d at 197. We stated that the company relied upon the chief engineer’s
       statements to its detriment, so the district was estopped from seeking to avoid liability
       because the engineer had not approved the modification in writing. Id. Additionally, we
       stated that the contract was ambiguous regarding board approval, and the procedure that the
       parties followed when they agreed on a price for the steel plates indicated that the chief
       engineer had obtained board approval to determine the cost of the alternative method, and
       any additional compensation, after the work was completed. Id. at 198-99. However, our
       holding was “predicated on the particular wording of this contract and no general principles
       relating to the principal-agent relationship should be drawn from it.” Id. at 199.
¶ 49        In Stahelin, a construction contractor and a school district entered into a contract to build
       a school. Under the contract, the project’s architect assumed control and supervision of the
       project and had the power to make reasonable deviations to the plans and determine whether
       to pay the contractor for any additional work. The contract provided, however, that no
       “extras” would be allowed unless they were ordered in writing by the architect. The architect
       changed the plans several times and instructed the contractor to keep a record of any extras,
       and compensation for them would be determined at the end of the project. The contractor
       encountered problems with the new plans and incurred increased costs. When the school
       district refused to pay for extras, the company sought a declaratory judgment that the district
       was liable for the extras. The trial court entered judgment for the contractor, and the district
       appealed.
¶ 50        The appellate court affirmed the trial court’s decision. The court held that the contract
       provision requiring the architect to order in writing any extras was for the school district’s
       benefit, but the district had waived compliance with it because it was aware the contractor
       was performing additional work. Stahelin, 87 Ill. App. 2d at 37-38. In fact, the district even
       directed the contractor to take instructions from the architect. Id. at 38. Further, “[t]he
       evidence established that the [district] had knowledge that it was intended that the amount
       of the extras *** was to be adjudicated upon the completion of the work.” Id. at 42. The
       appellate court’s holding, like our holding in Kenny Construction, depended upon “the
       circumstances of this case and the contract provisions in question.” Id.
¶ 51        Thus, Kenny Construction and Stahelin are only instructive for the proposition that
       municipal contracts are each different, and the legal effect of each one depends upon its

                                                 -17-
       language and the parties’ conduct in light of that language. Like the contracts in Kenny
       Construction and Stahelin, the agreement here contained a provision about additional
       services, but unlike the contracts in those cases, the agreement here did not identify a
       municipal official who could approve those services. Additionally, unlike the officials in
       Kenny Construction and Stahelin, City employees here never agreed that compensation for
       additional services would be discussed and determined upon completion of the project, at
       least according to the allegations in Patrick Engineering’s complaint.
¶ 52       As the City observes in its opening brief, the agreement was “designed to avoid the very
       situation” before us now. The parties contemplated that the need for additional services could
       arise and, in order to protect both their interests, inserted a provision into the agreement to
       govern verbal requests by the City for such services. Patrick Engineering chose to neglect
       that provision. Accordingly, we conclude that Patrick Engineering failed to allege specific
       facts to show its reliance on the conditional representations and assurances made by Lang
       and Gunderson was reasonable. Because Patrick Engineering’s complaint does not contain
       specific facts to support the application of equitable estoppel here, we affirm the decision of
       the trial court dismissing counts I and II.

¶ 53                                2. Count IV: Account Stated
¶ 54       In count IV of its third amended complaint, Patrick Engineering sought to recover
       $341,857.96 on the theory that its invoices, to which the City did not object, created an
       account stated. Initially, we note that there are puzzling, and troubling, discrepancies in
       Patrick Engineering’s figures. Simply put, from the beginning of this litigation, the amount
       of damages that Patrick Engineering has claimed on this theory do not relate in any
       discernable way to the amount of the agreement, $436,392, or the amount of its invoices,
       $436,382.83. Additionally, the amount that Patrick Engineering claimed it invoiced in count
       IV was $419,170.16, and the amount that it claimed it invoiced in its response brief was
       $457,731.62, the same amount as the damages it claimed in count I of its original complaint
       and counts I and II of its third amended complaint.
¶ 55       Further, as we noted, Patrick Engineering misstated the amount of the third invoice. In
       count IV Patrick Engineering alleged that in “late February or early March, 2008,” it hand-
       delivered to the City an invoice in the amount of $242,020, but the third invoice billed the
       City $259,232.67. And the forms of the invoices themselves are slightly different. The third
       invoice listed an outstanding balance of $78,177.30 from the second invoice, so apparently
       the City paid part of the second invoice (or perhaps part of the first and second invoices), but
       the invoices never indicate how much the City paid. The fourth invoice listed an outstanding
       balance of $337,409.97, which represented the outstanding balance from the second invoice
       plus the amount of the third invoice. The fifth invoice listed the same outstanding balance
       as the fourth invoice, but did not include the amount of the fourth invoice, or give the City
       a total amount that remained unpaid. And the third and fourth invoices are the only ones that
       mention the billing limits of the project, as if Patrick Engineering wanted to alert the City
       that slightly less than a year after the parties signed the agreement, Patrick Engineering
       already had billed $402,468.77, or 92% of the $436,392 contract amount. The question is


                                                -18-
       whether Patrick Engineering alleged specific facts to state a claim for an account stated.
¶ 56        “An account stated has been defined as an agreement between parties who have had
       previous transactions that the account representing those transactions is true and that the
       balance stated is correct, together with a promise, express or implied, for the payment of such
       balance.” W.E. Erickson Construction, Inc. v. Congress-Kenilworth Corp., 132 Ill. App. 3d
       260, 267 (1985). Further, “an account stated cannot be created merely by furnishing an
       account unless the creditor or debtor specifically intends to establish a balance due or to
       agree upon a final settlement to date between the parties.” Toth v. Mansell, 207 Ill. App. 3d
       665, 672 (1990). That is, an account stated is “merely a final determination of the amount of
       an existing debt,” and an action for an account stated is founded upon a promise to pay that
       debt, not the original promise to pay under the contract. Motive Parts Co. of America, Inc.
       v. Robinson, 53 Ill. App. 3d 935, 941 (1977).
¶ 57        Because of the discrepancy between the amounts allegedly billed and the amounts
       actually billed, count IV does not present a true and correct statement of the account between
       the parties. Additionally, because the fifth and final invoice never provided to the City a final
       statement of account, indicating the total amount owed by the City, count IV does not, and
       cannot, allege that the City promised to pay that amount. Although count IV contains an
       allegation that the City never objected to the five invoices, and consequently the City
       acknowledged their correctness, count I contains allegations that the City “failed to approve
       the invoices” and “failed and refused to pay” for Patrick Engineering’s services. The City
       never acquiesced to the invoices; there was simply no meeting of the minds. We affirm the
       trial court’s decision to dismiss count IV.

¶ 58                                      CONCLUSION
¶ 59       For the reasons that we have stated, we reverse the judgment of the appellate court,
       affirm the judgment of the circuit court, and remand the cause to the circuit court for further
       proceedings.

¶ 60       Appellate court judgment reversed.
¶ 61       Circuit court judgment affirmed.
¶ 62       Cause remanded.




                                                 -19-
