                             In the
 United States Court of Appeals
               For the Seventh Circuit
                          ____________

No. 04-2565
CREST HILL LAND DEVELOPMENT, LLC,
                                                Plaintiff-Appellee,
                                 v.
CITY OF JOLIET,
                                            Defendant-Appellant.

                          ____________
          Appeal from the United States District Court for
         the Northern District of Illinois, Eastern Division.
         No. 03 C 3343—Samuel Der-Yeghiayan, Judge.
                          ____________
 ARGUED NOVEMBER 29, 2004—DECIDED JANUARY 25, 2005
                  ____________




  Before KANNE, EVANS, and SYKES, Circuit Judges.
  KANNE, Circuit Judge. Crest Hill Land Development,
LLC (“Crest”), the owner of a proposed business park on
Division Street, in Will County Illinois, filed a two-count
complaint against the City of Joliet alleging that its “no
truck” policy on that street constituted violations of federal
and state law. In its answer, the City admitted that Divi-
sion Street was a “locally designated highway,” a designa-
tion that would allow truck access. Nearly six months later,
after the close of discovery, the City moved to amend its
answer with regard to the characterization of Division
Street. The district court denied the City’s motion to amend
2                                                   No. 04-2565

and granted permanent injunctive relief by way of summary
judgment for Crest. The City appeals. For the reasons
stated herein, we affirm.


                          I. History
  Crest bought approximately 248 acres of land in the com-
munity of Crest Hill, Illinois, with the intention of develop-
ing a business park on the property. Crest envisioned that
a mix of light manufacturing facilities, distribution centers,
and warehouses would be located in the business park. The
ability for trucks to travel conveniently between the park
and locations throughout North America, therefore, was
important to Crest.
  The vehicle entrance to the park is located on Division
Street. Vehicles leaving the park are able to reach
Interstate 55 in the shortest distance and amount of time by
traveling one mile west on Division Street, which then feeds
into Essington Road and intersects with Route 30. By
traveling about a quarter of a mile northwest on Route 30,
access is gained to Interstate 55. The one mile of Division
Street that must be traversed is under the jurisdiction of
the City of Joliet.
  Under Illinois law, trucks are allowed access from a Class I
or Class II highway onto a locally designated highway for
distances up to five miles. 625 Ill. Comp. Stat. 5/15-102(e-1)(4).
U.S. Route 30 is a Class II highway. See 625 Ill. Comp. Stat.
5/1-126.1(b). Interstate 55 is a Class I highway. 625 Ill.
Comp. Stat. 5/1-126.1(a).
  Crest claims that in October of 1999, before it purchased
the land in Crest Hill, its representatives met with officials
of the City of Joliet regarding truck traffic on Division
Street. According to Crest, the parties agreed that truck
traffic would be allowed to travel on Division Street from
the business park to the main highways.
No. 04-2565                                                  3

  However, in April 2001, the Joliet City Council imposed
a total prohibition of truck traffic on Division Street. Signs
indicating “no trucks” were erected, and the Joliet police
were ordered to monitor the street for truck traffic.
  Crest filed its two-count complaint on May 20, 2003, al-
leging in Count I violations of the Surface Transportation
Assistance Act, 49 U.S.C. § 31114, and in Count II viola-
tions of the Illinois Motor Vehicle Code, 625 Ill. Comp. Stat.
5/15-102. In paragraph 45 in Count II, Crest alleged that:
    U.S. Route 30 is a Class II highway and Division Street
    is a locally designated highway, and the distance be-
    tween U.S. Route 30 and the Business Park’s entrance
    on Division Street is approximately one mile.
The City’s answer to this allegation in paragraph 45, filed
on June 19, 2003, stated that:
    [d]efendant admits to the descriptions of U.S. Route 30
    and Division Street.
  On May 22, 2003, the district court entered a preliminary
injunction enjoining the City from prohibiting truck traffic
on Division Street. Pursuant to an expedited scheduling
order, discovery closed on October 20, 2003. Affidavits from
several city officials included descriptions of Division Street
as a “minor arterial.”
  The City filed a motion for leave to amend its answer on
December 9, 2003. The proposed amendment would have
changed the City’s answer to the description of Division
Street in paragraph 45 of the complaint to:
    Defendant admits that U.S. Route 30 is a Class II state
    highway. The Defendant denies that Division Street is
    a ‘locally designated highway.’
  The City’s motion was denied by the district court on
January 22, 2004. On May 24, 2004, the court granted sum-
mary judgment on Count II awarding permanent injunctive
relief for Crest. The City claims that the district court erred
4                                                No. 04-2565

in denying its motion for leave to amend its answer and in
granting summary judgment for Crest.


                        II. Analysis
    A. Motion to Amend Answer
  We review a district court’s denial of motion to amend an
answer for abuse of discretion. See Am. Nat’l Bank & Trust
Co. of Chi. v. Reg’l Transp. Auth., 125 F.3d 420, 429 (7th
Cir. 1997). Leave to amend a pleading is to be “freely given
when justice so requires.” Fed. R. Civ. P. 15(a). Even so,
leave to amend is not automatically granted, and may be
properly denied at the district court’s discretion for reasons
including undue delay, the movant’s bad faith, and undue
prejudice to the opposing party. Foman v. Davis, 371 U.S.
178, 182 (1962). This court will overturn a district court’s
denial of a motion to amend only if the district court has
abused its discretion by not providing a justifying reason for
its decision. J.D. Marshall Int’l, Inc. v. Redstart, Inc., 935
F.2d 815, 819 (7th Cir. 1991).
  Here, the district court provided ample justification for
denying the City’s motion to amend its answer. The court
acknowledged the delay and prejudice to Crest that would
result if the City were permitted to amend its answer five
months after its original answer and one month after dis-
covery had closed. Crest Hill Land Dev., LLC v. City of Joliet,
No. 03 C 3343, 2004 WL 1375385, at *7 (N.D. Ill. May 25,
2004). It reasonably found that the City was attempting
amendment of its answer to “change [its] position in regards
to paragraph 45 of the complaint in order to allow the City
to pursue new arguments against Crest.” Id. at *6-7.
  The City disputes any prejudice to Crest from the amend-
ment, contending that Crest’s motion for summary judgment
did not rely on the City’s admission that Division Street is
a “locally designated highway.” But, if that were the case,
the City’s vigorous fight to amend its answer would be puz-
No. 04-2565                                                 5

zling. The amendment would not, in fact, be inconsequential
to Crest; Crest specifically cited the City’s answer to para-
graph 45 of the complaint in its response in opposition to
the City’s cross-motion for summary judgment, and Crest
relied on the admission in conducting the written and oral
discovery in support of its own summary judgment motion.
“Surprises” such as new arguments or defense theories pro-
pagated after the completion of discovery and filing of
summary judgment are wisely discouraged. See Fort Howard
Paper Co. v. Standard Havens, Inc., 901 F.2d 1373, 1380 (7th
Cir. 1990) (denying amendment of an answer to include new
defenses after discovery and the filing of dispositive motions
and stating that a district court may exercise its discretion
to deny amendments to the pleadings in the interest of
preventing an undue burden on the courts). The district
court did not abuse its discretion in denying the City’s
motion to amend its answer, and the City’s admission that
Division Street is a locally designated highway stands.


  B. Summary Judgment
  We review a district court’s grant of summary judgment
de novo. See Patterson v. Chi. Assoc. for Retarded Citizens,
150 F.3d 719, 723 (7th Cir. 1998). Summary judgment is
appropriately granted when, viewing the record in the light
most favorable to the nonmoving party, there are no genu-
ine issues of material fact and the moving party is entitled
to judgment as a matter of law. Fed. R. Civ. P. 56(c).
  As we have referenced earlier, the Illinois Vehicle Code
states that:
    A vehicle and load not exceeding 80,000 pounds in
    weight is allowed access from a Class I or Class II high-
    way onto any State highway or any locally designated
    highway for a distance of 5 highway miles for the pur-
    pose of loading, unloading, food, fuel, repairs and rest.
6                                                 No. 04-2565

625 Ill. Comp. Stat. 5/15-102(e-1)(4). It is undisputed that
U.S. Route 30 is a Class II highway, and that the distance
between it and the business park is less than five miles via
Division Street. If Division Street is a locally designated
highway, then, the City’s truck prohibition violates the
Illinois Vehicle Code, and Crest is entitled to judgment as
a matter of law on Count II of the complaint.
  The City’s answer to paragraph 45 of the complaint, ad-
mitting that Division Street is a locally designated highway,
constitutes a binding judicial admission. See Keller v.
United States, 58 F.3d 1194, 1199 n.8 (7th Cir. 1995). As
such, it has the effect of withdrawing the question of whether
Division Street is a locally designated highway from con-
tention; for the purposes of summary judgment, it is. See id.
  Even without the judicial admission, the record supports
summary judgment for Crest. Depositions from the City’s
own City Manager and Public Works Administrator cor-
roborate the fact that Division Street is a locally designated
highway. Both deponents stated that the City has desig-
nated the street as a “minor arterial.” This designation is
also reflected on the City’s Official Street Classification Map.
   The City urges us not to equate “minor arterial” with “lo-
cally designated highway,” asking us to read the statute as
requiring local designation of a highway as a “truck route”
in order for it to be a “locally designated highway.” Nothing
in the Illinois Vehicle Code supports this requirement.
“Minor arterial” is a local designation—as a matter of fact,
it is the same designation the City has given to Plainfield
Road, the portion of U.S. Route 30 within its jurisdiction.
The Illinois Vehicle Code defines “highway” as “[t]he entire
width between the boundary lines of every way publicly
maintained when any part thereof is open to the use of the
public for purposes of vehicular travel or located on public
school property.” 625 Ill. Comp. Stat. 5/1-126. Thus, the rec-
ord cannot support a finding that Division Street is any-
No. 04-2565                                                 7

thing other than a locally designated highway.
  In light of the City’s binding judicial admission in its an-
swer, and the admissions from relevant city officials, there
is no issue of material fact regarding Division Street’s char-
acterization. The City’s “no trucks” policy on Division Street
violates the Illinois Vehicle Code as a matter of law, and
summary judgment for Crest is proper.


                     III. Conclusion
   It was well within the discretion of the district court to
deny the City of Joliet’s motion to amend its answer. Grant-
ing the motion would have caused undue delay and hardship
to the opposing party, and the court provided sufficient jus-
tification for its decision. Summary judgment for Crest on
Count II was proper under the Illinois Vehicle Code. Thus,
we AFFIRM the district court’s denial of the City’s motion to
amend its answer; and we further AFFIRM the summary
judgment for Crest granting permanent injunctive relief.


A true Copy:
       Teste:

                        ________________________________
                        Clerk of the United States Court of
                          Appeals for the Seventh Circuit




                   USCA-02-C-0072—1-25-05
