225 F.3d 876 (7th Cir. 2000)
Interim Health Care of Northern Illinois, Inc., Plaintiff-Appellant,v.Interim Health Care, Inc., Defendant-Appellee.
No. 99-3927
In the  United States Court of Appeals  For the Seventh Circuit
Argued April 12, 2000Decided August 25, 2000

Appeal from the United States District Court  for the Northern District of Illinois, Eastern Division  No. 98 C 5259--David H. Coar, Judge.[Copyrighted Material Omitted]
Before Cudahy, Coffey and Kanne, Circuit Judges.
Cudahy, Circuit Judge.


1
In 1981, registered nurse  Nancy Williams began working at the Evanston,  Illinois franchise of a national company called  Interim Health Care (Interim-Evanston),1 which  provided temporary medical services in patients'  homes. She eventually became the administrator of  the office. In 1986, Williams bought the Evanston  franchise of Interim Health Care. The Evanston  franchise served Chicago's northern suburbs; two  other franchises, located in Oak Park, Illinois  and Joliet, Illinois, served other areas in  suburban Chicago. In 1991, the national office of  Interim (Interim-National) purchased the Oak Park  franchise, and began operating it. Also that  year, Interim-National purchased a company known  as Professional Nurses Bureau, which provided  temporary medical services on the North Side of  Chicago.


2
Interim-National's decision to begin operations  in the Chicago area led to tensions with  Williams. Williams charges that Interim-National  began serving patients in her territory in  violation of her franchise agreement. And she  charges that Interim-National began cutting  Interim-Evanston out of contracts to provide  services to national clients with patients in the  Evanston area. In late 1997, Interim-National  offered to buy Interim-Evanston, but Williams  refused. In May 1998, Williams apparently missed  the deadline for renewing her franchise. By  August 1998, Interim-National advised Interim-  Evanston that it was in default on its royalty  payments. Interim-National then terminated  Interim-Evanston's franchise. Interim-Evanston  sued Interim-National for breach of contract,  breach of the implied duty of good faith,  tortious interference with its business  relationship and unjust enrichment and requested  an accounting. The district court granted summary  judgment in favor of Interim-National on the  contract, good faith, tortious interference and  accounting claims, but denied summary judgment on  Williams's claims of unjust enrichment. Williams  now appeals the grant of summary judgment.


3
We review the district court's grant of summary  judgment resulting from its contract  interpretation de novo. See Winter v. Minnesota  Mutual Life Ins. Co., 199 F.3d 399, 405-06 (7th  Cir. 1999). Summary judgment is proper "if the  pleadings, depositions, answers to  interrogatories and admissions on file, together  with the affidavits, if any, show that there is  no genuine issue as to any material fact and that  the moving party is entitled to judgment as a  matter of law." Fed. R. Civ. P. 56(c). A genuine  issue of material fact exists for trial when, in  viewing the record and all reasonable inferences  drawn from it in a light most favorable to the  non-movant, a reasonable jury could return a  verdict for the non-movant. See Anderson v.  Liberty Lobby, Inc., 477 U.S. 242, 248 (1986).

I.  Breach of Contract

4
Williams charges that when Interim-National  "encroached" on her territory, it violated the  terms of her franchise agreement. Both parties  seem to agree that Illinois law applies to this  contract dispute. See Appellant's Br. at 37-38;  Appellee's Br. at 36-44. We will not question  their understanding. See, e.g., Bird v.  Centennial Ins. Co., 11 F.3d 228, 231 n.5 (1st  Cir. 1993). There are two types of contractual  ambiguity: intrinsic and extrinsic. Intrinsic  ambiguity exists when the agreement itself is  unclear, and extrinsic ambiguity exists when a  perfectly clear agreement is unclear when applied  to the real-world context of the deal. See FDIC  v. W.R. Grace & Co., 877 F.2d 614, 620 (7th Cir.  1989). In Illinois, clear and unambiguous terms  in a contract are given their "ordinary and  natural meaning." See Emergency Medical Care,  Inc. v. Marion Memorial Hosp., 94 F.3d 1059, 1061  (7th Cir. 1996). Ambiguity can be found only if  the contract language is "reasonably or fairly  susceptible of more than one construction." A.A.  Conte, Inc. v. Campbell-Lowrie-Lautermilch Corp.,  132 Ill. App. 3d 325, 328 (1st Dist. 1985).  Illinois courts endeavor to construe contracts as  a whole, giving meaning to each provision. See  Emergency Medical Care, 94 F.3d at 1021. The fact  that parties disagree about the meaning of a  contractual provision does not mean the contract  is ambiguous. See id. And, because Illinois  courts favor competition and frown on restraints  on trade, "we must strictly construe  noncompetition agreements against the party  seeking restriction." Id.


5
Applying these well-worn contract principles, we  must decide whether the franchise agreement is  either intrinsically or extrinsically ambiguous.  The franchise agreement was first drafted in  1973. The agreement has remained essentially  unchanged for almost thirty years.2 Paragraph  1 of the agreement states that:Company hereby grants, and Licensee hereby  accepts, for the period, within the area  hereinafter described . . . the right and license  . . . to operate a temporary help service  franchise for the sole purpose of furnishing and  supplying individuals or group services of  personnel, in office, clerical, nursing, dental  and medical occupations. This franchise shall not  extend to the operations of a temporary help  service in any other occupations or for any other  purpose, which is specifically reserved to the  Franchisor.

Paragraph 2 of the agreement states that

6
This franchise is for the area described as  follows [geographic terms found here] and Company  agrees that, as long as Licensee shall not be in  default hereunder, neither it nor any person or  firm authorized or licensed by it shall establish  an office for the purposes heretofore described,  within the foregoing area.


7
R.8 at Exhibit A (emphasis added).


8
Interim-National argues that because a comma  appears between "described" and "within," the  "within the foregoing area" phrase modifies the  entire preceding phrase, and not just the word  "purposes." Therefore, it argues, the  geographical limitation applies only to the  placement of an office that provides health care.  Williams takes the opposite position, that  "within the foregoing area" modifies the phrase  "for the purpose heretofore described," meaning  that regardless of where Interim-National's  office sits, it may not provide health services  in her territory. Williams contends that this  reading is more sensibly synthesized with  paragraph one, which specifically reserves to the  franchisor only the right to operate a temporary  employment agency offering non-medical services.  Williams contends these two paragraphs together  create mutually exclusive rights in the  franchisee and franchisor. The former has an  exclusive territory for the provision of  temporary health services, and the latter has the  exclusive right to provide other temporary  services in that territory.


9
Although we think Interim-National places too  much weight on the lone comma in this passage, we  agree that the "ordinary and natural" meaning of  the words does not suggest that the franchisor is  prohibited from providing health care services in  the Evanston region. The phrase referring to  health care provision, "for the purposes  heretofore described," is a descriptive phrase,  modifying the direct object of the passage, which  is "office." See, e.g., Robert Perrin, The Beacon  Handbook at 144-47 (5th ed. 2000). This suggests  that the national franchisor is prohibited from  establishing an office (of a certain type) in the  territory. This language squares with the  language of paragraph one, which specifically  permits the franchisor to offer services of  another type--non-medical--in currently  franchised territories.


10
In so interpreting the language, we are giving  the words their "ordinary and natural meaning"  without questioning the logic of that meaning,  which is appropriate in evaluating intrinsic  ambiguity. The result is similar to the one we  reached in Emergency Medical Care. In that case,  a hospital terminated its contract with one  company that provided emergency room physicians,  and hired a similar company to provide the same  service. See 94 F.3d at 1060. The hospital had  agreed not to "directly or indirectly enter into  any agreement . . . with any physician" the first  company had introduced to the hospital. Id. The  second company hired some of the same doctors  that the first company had hired, and the first  company contended this constituted an indirect  agreement by the hospital with the physicians, in  violation of their contract. Id. We held that the  hospital entered an agreement with the second  company, which did not amount to an indirect  agreement with the physicians. See id. at 1061.  We rejected the company's argument that a bar on  "indirect agreement" was actually intended to  prevent the hospital from using the physicians  "by any means." Id. at 1061-62. The same  principle, requiring us to construe the words'  plain meaning rather than a broader meaning,  applies in the present case. The language bars  the establishment of an office for certain  purposes in the Evanston territory. It does not  bar the establishment of an office for those same  purposes outside the Evanston territory, which  means that the provision of health services in  the Evanston area from an extraterritorial office  is permissible. Had the parties wished to wholly  restrict the provision of health care in the  territory, they could have said so.


11
The Illinois appellate court took a similarly  literal approach in Diepholz v. Rutledge, 276  Ill. App. 3d 1013 (4th Dist. 1995). In Diepholz,  an automobile dealer sold his dealership, and  signed a non-compete clause which required him to  "refrain, directly or indirectly . . . from  engaging in the automobile sales or service  business . . . in Coles County, Illinois." See  id. at 1014. The seller bought a dealership in an  adjacent county, where he began soliciting former  customers who lived in Coles County, and running  newspaper and radio advertisements in Coles  County. The court concluded that the contract did  not specifically forbid the seller to advertise  or solicit in Coles County; it only barred him  from selling or servicing cars there. See id. at  1016-17. In the present case, the exact language  of the contract forbids Interim-National from  establishing an Evanston office that administers  home health care, but it does not specifically  bar it from soliciting or servicing clients from  outside the territory's boundaries.


12
Williams says the exclusivity of her territory  is demonstrated by another provision of the  contract, which states that Interim-National will  furnish her with national account leads. Williams  reasons that because Interim-National was  ostensibly obligated to furnish all national  account leads that would involve Evanston  patients, this meant that Interim-Evanston "was  contractually entitled to all business in its  territory, and there would be no basis to hold  that [Interim-Evanston] is entitled to all  business in its territory under paragraph 7, but  not under paragraphs 1 and 2." Appellant's Br. at  28. But even if Interim-National were obligated  to turn over all the national account leads it  unearthed (as discussed below, we are not sure it  was), this does not amount to a grant of an  exclusive territory to Interim-Evanston. This  provision would not prevent other Interim  franchises from developing their own local  accounts in the Evanston region, and servicing  them from offices outside the Evanston territory.  And the language does not explicitly bar Interim-  National from developing local accounts and  keeping them for itself. So the promise to  furnish national account leads does not add any  ballast to Williams's argument that the language  of the contract granted her an exclusive  territory or is intrinsically ambiguous on that  point.


13
Williams also argues that the contract is  extrinsically ambiguous, because the temporary  home health care industry "is not a location-  sensitive business." Appellant's Br. at 9  (quoting Williams's expert witness). Therefore,  she suggests, anyone in the industry would have  recognized that a geographic limit on office  location was of little value, and would have  taken the phrase to indicate a limit on the  actual provision of services. But extrinsic  ambiguity requires an objective disparity between  language and reality, not merely an inference of  disparity based on one party's potentially self-  serving opinion about the language at issue. For  instance, as we explained in Rosetto v. Pabst  Brewing Co., 217 F.3d 539 (7th Cir. 2000), the  notorious contract in Raffles v. Wichelhaus, 2 H.  & C. 906, 159 Eng. Rep. 375 (Ex. 1864), was  extrinsically ambiguous because, although its  reference to the ship Peerless, was clear on  paper, the reality was that two ships sailing  from the port in question at the time in question  bore the same moniker. So a term that purported  to identify a single ship to provide the  contracted-for transportation could not, in  reality, do so. In this case, the parties agreed  that Williams would have the right to establish  the only Evanston office for the provision of  health care services. Reference to the real-world  meaning of "office" in the home health sector  does not reveal that the contract term failed to  identify the thing bargained for. While office  location in the home health industry may not be  of paramount significance, we are skeptical that  it is altogether irrelevant, as it would have to  be for Williams's extrinsic ambiguity argument to  succeed. While the individual consumers of home  health services may not be motivated by the  location of an office they do not plan to visit,  corporate clients and potential employees may  very well affiliate with one purveyor of home  health services rather than another based on  office location. For instance, the parties agree  that Interim "is required to train employees on  blood borne pathogens and other safety issues,  and to offer Hepatitis B vaccinations. Those  functions are performed at the IHC office  location." See R.52 at 6 (Def. Rule 12(M)(3)  Statement of Material Facts in Support of Its  Motion for Summary Judgment); R.60 at 8 (Pl. Rule  12(N)(a) Response to Def. Statement of Facts in  Support of Its Motion for Summary Judgment). In  addition, clinical operations managers work out  of the office, and participate in patient care  conferences with medical staffers who work in the  office. So a temporary agency may find it easier  to recruit workers if it can promise that neither  patient visits nor required office visits will  entail long-distance trips.


14
Moreover, location was likely of considerable  importance in 1973, when this contract was  drafted. At that point, before the introduction  of direct deposit of paychecks, facsimile  machines, e-mail and the like, there was  undoubtedly some value in operating an office in  the vicinity of likely staffers and clients. For  instance, temporary nurses and doctors likely  stopped by the office to pick up their paychecks.  The franchisee probably drove from the franchise  office to client offices to solicit business or  pick up paperwork--making a nearby franchise  office more convenient. Notably, the use of  facsimile machines and direct deposit was  underway in 1986, suggesting that the importance  of office location may have been diminishing when  Williams signed this contract. In spite of this  trend, she did not attempt to negotiate a  stronger protection of her territory.  Consequently, the real-world context in which  this agreement was to be performed does not  reveal an obvious ambiguity in the language.


15
Based on the foregoing, we do not find the  contract to be either intrinsically or  extrinsically ambiguous. Therefore, we need not  examine extrinsic evidence to discern the  parties' intent. However, we note that the  extensive extrinsic evidence before us does not  seem to demonstrate that this contract created an  exclusive territory. Williams's evidence consists  largely of statements by Interim-National  officials indicating that the company's policy  was to discourage cross-border servicing of  patients by those outside the franchise  territory, and that it occasionally favored  reimbursing franchisees when others served  clients in their areas. Even if we take these  statements as true, this does not establish that  Interim-National understood the franchise  agreement to bar such cross-border arrangements.  As we have explained in the past, if a contract  gives one party the option of taking certain  action, that party may exercise the option  without undertaking an obligation to act  accordingly in the future. See R.T. Hepworth Co.  v. Dependable Ins. Co., 997 F.2d 315, 320 (7th  Cir. 1993). On the other hand, if the contract is  silent about a certain obligation and one party  honors it regularly, then he may be said to have  assumed the obligation. See id. In the present  case, this contract gives Interim-National the  right to provide (on its own, or by licensing a  franchisee) health services in the Evanston area,  so long as it does not establish an office in  that area. While Williams has presented  significant evidence that Interim opposed such  cross-border servicing as a rule, she has also  presented significant evidence that the policy  was not uniformly followed. The Oak Park office,  both when owned by a franchisee and when owned by  Interim-National, often served patients outside  its service area. It is unclear how diligently  Interim-National tried to stop this "poaching,"  but under the contract it was not obligated to  stop it at all. So an occasional effort to deter  the practice does not establish a legal  obligation to police it. In fact, some of the  extrinsic evidence suggests that Williams may  have understood that the contract allowed for  such cross-border servicing. While serving as  administrator of Interim-Evanston for the  previous owner, Williams was aware that other  offices occasionally placed nurses inside the  Evanston territory, and that on rare occasions  the Evanston franchise might serve patients in  other territories. See R.54, Ex. F at 17-19; Ex.  E at 19-20. So Williams's extrinsic evidence does  not conclusively establish that the franchise  agreement barred such activity. Additionally,  Williams did not try to negotiate stronger  exclusivity language when she purchased the  franchise, despite the knowledge gleaned as  office administrator that cross-border servicing  of patients took place from time to time. See id.  Even if the contract were intrinsically or  extrinsically ambiguous, the extrinsic evidence  before us does not clearly spell out a  prohibition on cross-border servicing of  patients. In sum, the franchise agreement  permitted Interim-National to serve patients in  the Evanston area, and therefore it did not  breach the contract by doing so.3

II.  Breach of Duty of Good Faith

16
Williams next charges that Interim-National  violated its duty of good faith and fair dealing  under the contract by (a) encroaching on her  territory and usurping her leads, and (b)  terminating the franchise. In order to properly  evaluate this claim, we must examine further  whether Interim-National was obligated to furnish  national account leads to Interim-Evanston.


17
The contract specifies that Interim-National  "agrees to . . . [c]ooperate with Licensee in  obtaining contracts for its services from  government or industry . . . [and f]urnish  national account leads . . . ." Verified Amended  Complaint, Ex. A at 3-4. Williams argues that  this language obligates Interim-National to  provide her with all national account leads that  involved patients in the Evanston territory.  Interim-National maintains the language is merely  hortatory and permitted it to forward leads at  its discretion, which it did unless it questioned  the franchise's ability to handle the business.  The district court determined that Interim-  National was not required to furnish all such  account leads to Williams. We think the promise  to "furnish national account leads" is  intrinsically ambiguous, because it does not  specify whether all or merely some leads would be  forwarded. However, both parties agree that  Interim-National would not furnish absolutely all  national leads it unearthed--at most it would  furnish all leads pertaining to the Evanston  region, and at least it would furnish those  Evanston leads it thought the franchisee could  handle. We might attempt to further define the  scope of Interim-National's discretion based on  the course of performance between the parties,  but they have given us virtually no such  evidence. So, for the purposes of evaluating  Williams's breach of good faith claim, we arrive  at roughly the same place as the district court: Interim-National had some discretion in  forwarding leads to Interim-Evanston.


18
The district court viewed Williams's breach of  duty of good faith claim as a separate legal  theory, reasoning that if Interim-National had no  obligation under the contract to refrain from  providing health services in Evanston, or to  furnish all national account leads, there was no  basis for a duty of good faith. The district  court further reasoned that so long as Interim-  National had good cause to terminate the  franchise--Williams's monetary default-- the  termination was not in bad faith. With respect,  we think the district court took the wrong view  of this claim.


19
In Illinois, a covenant of good faith and fair  dealing is implied in every contract absent  express disavowal. See Martindell v. Lake Shore  Nat'l Bank, 15 Ill. 2d 272, 286 (1958). Problems  relating to good faith performance are most  common where one party to an agreement is given  wide discretion, and the other party must hope  the discretion is exercised fairly. See Dayan v.  McDonald's Corp., 125 Ill. App. 3d 972, 990 (1st  Dist. 1984). In the case now before us, the  parties agree that the franchise agreement vested  Interim-National with some unspecified level of  discretion to refer national account leads to  Interim-Evanston. When one party to a contract is  vested with contractual discretion, it must  exercise that discretion reasonably and with  proper motive, and may not do so arbitrarily,  capriciously or in a manner inconsistent with the  reasonable expectations of the parties. See id.  at 991.


20
In Dayan, which is a close cousin to the  present case, the McDonald's Corporation  permitted a French businessman to open several  franchise outlets in Paris. For a period of  years, the franchisee failed so-called quality,  service and cleanliness inspections. The  franchise agreement clearly spelled out that  failure to adhere to the McDonald's cleanliness  standards was a basis for terminating the  franchise. The company repeatedly told the  franchisee that he was falling short, and offered  to help him bring his stores into compliance. The  slovenly conditions persisted and the franchise  was terminated. See id. at 981. The franchisee  contended that McDonald's real motive in  terminating the franchise was to obtain the  lucrative Paris market. See id. at 993. The  Illinois court held that McDonald's had good  cause for the termination; that alone was enough  to satisfy the covenant of good faith, even  assuming the company's secondary motives were  less than pure. See id. We reached a similar  result in another case of franchise termination,  Original Great American Chocolate Chip Cookie Co.  v. River Valley Cookies, Ltd., 970 F.2d 273 (7th  Cir. 1992). But in Original Great American, we  suggested that if a contract party invoked a  reasonable contract term dishonestly to achieve  a purpose "contrary to that for which the  contract had been made," such a course would  amount to bad faith. Id. at 280.


21
We do not think that in allowing or initiating  cross-border servicing of patients Interim-  National violated the duty of good faith because  the terms of the contract permitted this  activity. But the contract is far less conclusive  on the subject of referring account leads--the  parties agree that Interim-National may decide to  withhold some account leads, but the contract is  vague about which leads it may withhold, and what  justifies withholding. Interim-National had wide  discretion, and its exercise of that discretion  was governed by a duty of good faith. See, e.g,  Dayan, 125 Ill. App. 3d at 991. This means it was  not permitted to withhold national account leads  for improper motives, or in a manner inconsistent  with the reasonable expectations of the parties.  Interim-National now claims it withheld leads  because it was dissatisfied with Williams's  performance--it contends that patients had  trouble reaching her and that she kept irregular  office hours--and doubted she could handle the  additional business. See Appellee's Br. at 7, 19.  But the franchise agreement does not condition  the furnishing of account leads on performance.  And there is no evidence that Interim-National  advised Williams informally that it would  withhold leads if her performance waivered.  Moreover, the national franchisor did not, so far  as the appellate record reflects, notify Williams  of its displeasure. In this respect, the case is  at the opposite end of the spectrum from Dayan,  in which the court found good faith after  McDonald's representatives clearly spelled out  the consequences of subpar performance,  repeatedly inspected the franchisee's stores and  consulted with him frequently over a period of  more than five years to help him try to rectify  the problems. In the present case, the franchise  agreement specifically states that Interim-  National will furnish franchisees with materials  to help them abide by Interim-National standards  and use Interim-National procedures. These  provisions establish a reasonable expectation by  both parties that the franchisor would make  remedial efforts with struggling franchisees.  This is particularly so if a benefit to be  accorded Williams--national account leads--  depends on her adherence to corporate standards.  In light of the contract's implicit assurances of  franchisee assistance, and its silence as to the  link between performance and account leads, the  failure to advise Williams that she was  jeopardizing her access to national account leads  by poor performance weighs against a finding that  Interim-National exercised its discretion in  accord with the reasonable expectations of the  parties.


22
Additionally, Dayan states that discretion must  be exercised "with proper motive." While in Dayan  it was alleged that the corporation coveted the  franchisee's territory, the corporation in that  case did not appear to place that desire above  its duty of good faith to the franchisee.  Instead, it made extensive efforts to help the  franchisee address his problems before  terminating the franchise. In the present  circumstance, there is evidence in the record  that Interim-National made several attempts to  purchase the Evanston territory, and that it was  launching a corporate presence in the Chicago  area (by purchasing the Oak Park franchise and  buying an unaffiliated temporary service in the  city). There is no evidence in the record, other  than the conclusory deposition testimony of one  Interim-National official, that Williams's  franchise was underperforming before Interim-  National became involved in accounts that the  Evanston franchise had previously serviced. So it  is not beyond the bounds of speculation that  Interim-National may have exercised its  discretion to withhold national account leads  with improper motive, thus indicating a breach of  the covenant of good faith and fair dealing. We  at least think there is a genuine issue of  material fact lurking here regarding the genuine  reason for Interim-National's decision and the  veracity of its claims that Williams's franchise  was subpar. So we think the grant of summary  judgment was improper.


23
The same concerns lead us to reverse the  district court's conclusion that Interim-National  did not violate the duty of good faith by  terminating the franchise agreement. The district  court reasoned that so long as the franchisee  violated a term of the franchise agreement, the  franchisor had good cause to terminate. Here,  Williams defaulted in her duty to make royalty  payments to Interim-National, and the district  court stated that this default was sufficient  justification for the termination, whether or not  Interim-National may have had designs on the  territory itself. Mem. Op. at 7. The district  court acknowledged Williams's argument that the  reason she could not pay her royalties was that  her profits dwindled when the national franchisor  began usurping her territory. The district court  then stated that the franchisor's responsibility  for causing the default was irrelevant. The court  stated that this result followed from Original  Great American, 970 F.2d at 279, in which we held  it irrelevant that the franchisee's contract  violations were the fault of the manager. A close  reading of that case indicates that the "manager"  we spoke of was an employee of the franchisee,  and that the franchisor did nothing to hasten the  franchisee's demise. So Original Great American  does not apply to the present circumstance, where  the franchisor has arguably forced the franchisee  into default. In the present case, the record  evidence interpreted in the light most favorable  to Williams indicates that Interim-National lured  away at least two of Williams's major clients by  withholding account information from her. This  seems the paradigmatic case of a contract party  invoking a reasonable contract term (the  discretionary obligation to furnish account  leads) dishonestly to achieve a purpose "contrary  to that for which the contract had been made."  Id. at 280. Such manipulation, we have intimated,  is the essence of bad faith. See id. A genuine  issue of material fact exists regarding how much  and why Interim-National withheld information,  and thus summary judgment was inappropriate.


24
III.  Tortious Interference  with Prospective Economic Advantage


25
Williams next contends that Interim-National  tortiously interfered with her prospective  economic advantage by taking "numerous business  opportunities from national accounts, government  and industry for itself, even though the patients  were located inside the exclusive territory of  [Interim-Evanston], and even though the Franchise  Agreement required IHC to refer such business  opportunities to IHC." Verified Amended Complaint  at 7. In her complaint, Williams states she has  specific knowledge about just one such incident,  in which the national franchisor acted to exclude  her from meetings with a client, and to sever the  flow of information about the client to Interim-  Evanston. We gather from the complaint that the  client, Cardiac Solutions, was already working  with Interim-Evanston, because Williams alleges  that the national company's interference  prevented it from "serv[ing] Cardiac Solutions in  a satisfactory manner." Id. at 7. Additionally,  in her appellate brief, Williams alleges that  both she and the Interim branch in the City of  Chicago (Interim-Chicago) had contracts with the  Illinois Department of Rehabilitative Services  (DORS) in 1993. The city branch renewed its  contract, and began serving patients in the  Evanston area. At the same time, Williams failed  to expand her business for DORS in her territory.  It is unclear whether the existing DORS contract  expired while Interim-Chicago was serving  Evanston area patients covered by the DORS  contract.


26
Under Illinois law, "the tort of interference  with prospective economic advantage has four  elements: (1) plaintiff must have a reasonable  expectancy of a valid business relationship with  a third party; (2) defendant must know of the  prospective business relationship; (3) defendant  must intentionally interfere with the prospective  business relationship such that the prospective  business relationship never materializes; and (4)  the interference must damage the plaintiff."  Lynch Ford, Inc. v. Ford Motor Co., 957 F. Supp.  142, 145-46 (N.D. Ill. 1997). The district court  examined just the Cardiac Solutions relationship,  as that was the only one detailed in the record  at the time of the summary judgment motion. The  court stated that while the first element was  probably satisfied, Williams had not supplied  sufficient evidence that Interim-National knew it  had an account with Cardiac Solutions, or that it  had purposely thrown a wrench into that  relationship or damaged Interim-Evanston.  Interim-Evanston does not challenge these  conclusions per se. Instead, it says that the  district court erred by focusing on Cardiac  Solutions. See Appellant's Br. at 42-43. The  court should have viewed the claim in light of  all potential patients in the Evanston territory,  it insists. If it had, then elements two, three  and four would have been satisfied: Interim-  National allegedly knew the Evanston branch had  a right to all the patients in the territory;  Interim-National allegedly interfered with  Interim-Evanston's right to contract with them by  swooping down first. And Interim-Evanston claims  that according to an internal Interim-National  survey completed in 1994, the Oak Park branch was  treating more than one hundred clients in the  Evanston territory, whose accounts were worth  $30,000 to $60,000. Had Interim-Evanston received  that money, it might have avoided its fatal  default. The problem with this alternate theory  urged on us is that it fails to meet the first  element of the tort. Interim-Evanston did not  have a reasonable expectancy of a valid business  relationship with all Interim patients in its  territory. As explained above, Interim-National  and its other franchisees were permitted to  service Evanston clients so long as they did it  from without their borders. So Interim-Evanston  was not entitled to service every patient, and  therefore it did not have a firm expectation of  doing business with those patients that Interim-  National eventually took on. The grant of summary  judgment on this count was appropriate.

IV.  Accounting

27
Finally, Williams appeals the district court's  grant of summary judgment on her request for an  equitable accounting of the money still owed her  by Interim-National. The district court reasoned  that Interim-National was obliged to turn over  some money to Interim-Evanston to reflect its use  of the Interim-Evanston office for a period  following the franchise termination. However,  Interim-National also had the right to collect  accounts receivable for Interim-Evanston, and  since Interim-Evanston was delinquent in its  royalty payments when the franchise was  terminated, Interim-National was entitled to keep  those funds. Despite the fact that Interim-  Evanston is entitled to just a portion of the  funds, we agree with the district court that the  accounts are not sufficiently complicated to  justify a separate claim for an equitable  accounting. See, e.g., Zell v. Jacoby-Bender,  Inc., 542 F.2d 34, 36 (7th Cir. 1976).


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In sum, we affirm the district court's grant of  summary judgment on the breach of contract,  tortious interference and accounting claims. We  reverse the district court's grant of summary  judgment on the claim that Interim-National  breached its duty of good faith and fair dealing,  and remand for further proceedings consistent  with this opinion.



Notes:


1
 We will use "Williams" and "Interim-Evanston"  interchangeably throughout this opinion.


2
 A 1985 amendment by which Williams's predecessor  ceased operating a related franchise in temporary  clerical services did not alter any of the terms  relevant to us today.


3
 Williams also complains that Interim-National  promised that when a client contracted to pay the  national office, that office would forward  payment within five days. Williams contends  Interim-National delayed numerous payments for  weeks or months. But this "promise" is not  contained in the Franchise Agreement and is  documented nowhere in the record.


