                         Docket No. 110066.


                              IN THE
                      SUPREME COURT
                                 OF
                 THE STATE OF ILLINOIS




CORINNE THOMPSON, Appellee, v. CHRISTIE GORDON et al.,
                   Appellants.

                  Opinion filed January 21, 2011.



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



                              OPINION

    Plaintiff, Corinne Thompson, individually and as administrator of
the estates of her husband, Trevor Thompson, and daughter, Amber
Thompson, sued defendants, Jack E. Leisch and Associates, Inc., and
CH2M Hill, Inc., along with others not parties to this appeal, for
negligence. The circuit court of Lake County granted summary
judgment in favor of defendants. The appellate court reversed the trial
court and remanded for further proceedings. 398 Ill. App. 3d 538.
    This court granted defendants’ petition for leave to appeal. Ill. S.
Ct. R. 315(a) (eff. Feb. 26, 2010). In addition, pursuant to Illinois
Supreme Court Rule 345 (Ill. S. Ct. R. 345 (eff. Sept. 20, 2010)), we
allowed the Illinois Trial Lawyers Association to file a brief amicus
curiae on behalf of plaintiff. We also permitted the American Council
of Engineering Companies of Illinois, the Illinois Society of
Professional Engineers, the American Institute of Architects–Illinois
Council, the Structural Engineers Association of Illinois, and the
Illinois Professional Land Surveyors Association, as well as the Illinois
Section of the American Society of Civil Engineers and the
Association of Licensed Architects, and the Illinois Association of
Defense Trial Counsel, to file briefs amici curiae on behalf of
defendants.

                            BACKGROUND
     On January 16, 1991, defendants entered into a contract with
Western Development Corporation (WDC) to provide engineering
services in connection with WDC’s development of the Gurnee Mills
shopping mall in Gurnee, Illinois.1 In order to accommodate the
anticipated increased traffic as a result of the shopping mall, WDC
was required to improve Grand Avenue, also known as State Route
132, as part of the development. Initial studies indicated that the
cloverleaf ramp from northbound I-94 to westbound Route 132 did
not have sufficient capacity to handle the additional traffic that the
mall would generate. Accordingly, WDC’s contract with defendants
required defendants to design two ramps west of I-94, as well as a
replacement bridge deck surface over I-94. The original bridge deck
had a concrete median approximately six inches high and four feet
wide that divided the eastbound and westbound lanes of traffic. The
replacement bridge deck designed by defendants had a median that
was approximately seven inches high and four feet wide.
     The Illinois State Highway Toll Authority, which owned I-94, and
the Illinois Department of Transportation (IDOT), which operated and
maintained Grand Avenue on behalf of the State of Illinois, reviewed
all plans because IDOT had to approve any change to Grand Avenue.
IDOT approved the plans and issued a permit for work to commence.


    1
       Defendant Jack E. Leisch and Associates entered into the original
contract with WDC. During the course of the project, defendant Jack E.
Leisch and Associates merged with defendant CH2M Hill, Inc. The final
contract, the contract at issue in this case, is between WDC and CH2M Hill,
Inc., following its merger with Jack E. Leisch and Associates.

                                   -2-
The work was completed sometime in 1991 or 1992.
     Thereafter, on November 27, 1998, Trevor Thompson was driving
westbound on Route 132/Grand Avenue, with plaintiff and Amber
Thompson as passengers. Christie Gordon was driving eastbound on
Route 132/Grand Avenue when she swerved to avoid another vehicle.
Gordon lost control of her vehicle and hit the median separating the
eastbound and westbound traffic. Gordon’s vehicle then vaulted into
the air and landed on top of the Thompson’s vehicle, killing Trevor
and Amber Thompson, and seriously injuring plaintiff.
     The gravamen of plaintiff’s case against defendants is that
defendants should have designed and constructed a “Jersey barrier,”
on the road, including the bridge deck and the areas encompassing the
interchange and weave lanes. Plaintiff asserts that had a Jersey barrier
been constructed, Gordon’s vehicle would not have vaulted into the
air and onto the Thompson’s vehicle when she lost control and struck
the median.
     Specifically, in her ninth amended complaint, plaintiff alleged, inter
alia, that defendants were negligent in that they: failed to provide a
median barrier warrant analysis in their design proposal for
improvements to the Grand Avenue–I-94 interchange; failed to
consider the necessity of crossover protection on the bridge deck,
including a Jersey barrier; failed to design a barrier median to separate
roadway traffic at the Grand Avenue–I-94 interchange; and failed to
consider any traffic impact studies when designing the interchange
improvements.
     Defendants filed a motion for summary judgment. Defendants
argued that they owed no duty to plaintiff because the work that they
contracted to perform for WDC did not require median barrier
analysis or design, and the design work performed by defendants did
not encompass the area of the accident.
     In response, plaintiff filed the affidavit of Andrew Ramisch, her
Illinois Supreme Court Rule 213 (Ill. S. Ct. R. 213 (eff. July 1, 2002))
expert witness.2 Ramisch testified in his affidavit that defendants failed
to meet the ordinary standard of care. Specifically, Ramisch opined


   2
    Ramisch’s qualifications as an expert witness were addressed in a prior
decision from this court. Thompson v. Gordon, 221 Ill. 2d 414 (2006).

                                   -3-
that: defendants failed to properly consider and analyze all available
data provided by their consultants; failed to consider crossover
protection and failed to perform an analysis of crossover protection on
the bridge deck; failed to submit to WDC and IDOT for consideration
the necessity of crossover protection in the form of a Jersey barrier on
the bridge deck at the interchange; and failed to design a Jersey barrier
over the bridge of the Grand Avenue interchange. Ramisch testified
that crossover accidents were likely to occur, and that the purpose of
a Jersey barrier is to prevent vehicles from crossing over the barrier
into oncoming lanes of traffic. Had defendants performed the
engineering work within the standard of care, it is more probable than
not that a Jersey barrier would have been designed and constructed
which would have prevented Christie Gordon’s vehicle from crossing
into the westbound lanes of Grand Avenue and colliding with the
Thompson’s vehicle.
     The trial court granted defendants’ motion for summary judgment.
The trial court stated that defendants’ duty to plaintiff was
circumscribed by the terms of the contract that they entered into with
WDC and the scope of their work was determined by their contractual
undertaking. The trial court observed that the contract did not call for
an assessment of the sufficiency of the median barrier specifically.
Rather, the contract simply required defendants to reconstruct the
raised median and road surface. The trial court concluded that to
impose an obligation on defendants to perform a median analysis, as
if the contract called for a redesign of the roadway or a raised median,
would impose an obligation on defendants that was not specified in
their contract.
     In so holding, the trial court relied on this court’s decision in
Ferentchak v. Village of Frankfort, 105 Ill. 2d 474 (1985). In
Ferentchak, the court held that a civil engineer was not required to
establish minimum foundation grade levels “absent a specific
contractual commitment.” Id. at 482-83. Based upon Ferentchak, the
trial court found that there was no agreement in which defendants
undertook the duties and obligations which Ramisch testified were
breached by defendants.
     The appellate court, with one justice dissenting, reversed the trial
court and remanded for further proceedings. 398 Ill. App. 3d 538. The
appellate court subsequently denied defendants’ petition for rehearing,

                                  -4-
but issued a supplemental opinion upon denial of rehearing.
    In the appellate court, plaintiff argued that, pursuant to the
contract, defendants had a duty to consider and then design an
improved median barrier. Defendants responded that the plain
language of the contract, which required them to submit design plans
for a bridge deck “replacement,” indicated that defendants’ role was
limited to submitting designs to recreate the bridge deck exactly as it
had existed, rather than submitting designs for an improved or altered
bridge deck.
    The appellate court noted that, looking at the word in isolation,
there was authority in case law and in dictionary definitions to both
support and contradict defendants’ definition of the word
“replacement.” Id. at 543. However, the appellate court further noted
that, viewing the contract as a whole, the contract provided additional
context to clarify the use of the word “replacement.” Id. In the “Scope
of Services” section of the contract, in the paragraph immediately
preceding the bridge deck replacement paragraph, the contract
provided that defendants would prepare plans for “interchange
improvements” or “roadway improvements” to an area near the
bridge. The appellate court held that the contrast between the
contract’s use of the word “improvements” in one section and
“replacement” in the following section supported defendants’
interpretation of the word “replacement” as contemplating that
defendants would submit plans to rebuild the bridge deck and median
exactly as it already existed. Id. at 543-44.
    The appellate court, however, then found that the standard of care
clause in the contract added an important qualifier to defendants’
work: that defendants were obligated to act within the prescribed
standard of care. Id. at 544. Therefore, defendants labored under a
duty to submit plans to replace the bridge deck as it existed prior to
defendants’ construction project, but also owed a duty to perform that
contractual task using the degree of skill and diligence normally
employed by professional engineers. Id.
    Having determined the duty the contract imposed on defendants,
the appellate court next addressed whether plaintiff had presented any
evidence to support her claim that defendants breached their duty. Id.
The court held that plaintiff had presented such evidence in the form
of Ramisch’s affidavit. Id. Ramisch’s affidavit stated that an engineer

                                 -5-
acting within the standard of care while creating plans to replace the
bridge deck would have considered and designed an improved median
barrier. Id.
     The appellate court rejected defendants’ claim that, pursuant to
Ferentchak, their duties were confined to those explicitly mentioned
in the contract. The appellate court distinguished Ferentchak, holding
that the essence of the holding in Ferentchak was that the engineer in
that case had no duty because he had no knowledge about the
defective design at issue and no involvement in creating it. Id. at 548.
In this case, the court held, defendants had both knowledge of the
defective design at issue and involvement in creating it. Id.
     In its supplemental opinion on denial of rehearing, the appellate
court clarified that its holding was that there was at least a question of
fact whether defendants owed a duty to consider an improved median
barrier. Id. at 558. By virtue of Ramisch’s affidavit, plaintiff had raised
a question of fact as to whether the professional standard of care
included such a duty. Id. The appellate court stated that the measure
of skill and care employed by a professional engineer is a question of
fact. Id.
     Although the dissenting justice agreed with the majority that
defendants’ contractual obligation only obligated defendants to
replace the bridge deck, she disagreed with the majority’s
interpretation of the standard of care clause in the contract as
imposing a duty to redesign the bridge deck and median to include a
Jersey barrier. Id. at 551-52 (Hutchinson, J., dissenting). The dissent
stated that the plain language of the standard of care provision
expressly limited the standard of care to defendants’ services, meaning
the work that defendants were contractually obligated to perform. Id.
at 552. Defendants were contractually obligated to rebuild the bridge
deck and median as they then existed. Id. They were not required to
redesign the bridge deck to include a Jersey barrier. Id. The dissent
also disagreed with the majority’s attempt to distinguish Ferentchak.
The dissent stated that by focusing on the “essence” of the Ferentchak
decision, the majority overlooked the actual holding in the case, which
was that an engineer’s duty is dependent only on his contractual
obligations. Id. at 554.



                                   -6-
                               ANALYSIS
     On appeal, defendants argue that their contract did not impose a
duty to recommend or design a Jersey barrier; therefore, the appellate
court erred in reversing the trial court’s order granting their motion
for summary judgment. When an appeal arises from the reversal of a
trial court’s order granting summary judgment, this court’s review is
de novo. Northern Illinois Emergency Physicians v. Landau,
Omahana & Kopka, Ltd., 216 Ill. 2d 294, 305 (2005).
     The purpose of summary judgment is to determine whether a
genuine issue of material fact exists, not to try a question of fact. Id.
Summary judgment is proper where the pleadings, depositions,
admissions, and affidavits on file reveal that there is no genuine issue
of material fact and the moving party is entitled to judgment as a
matter of law. Id. Plaintiffs are not required to prove their case at the
summary judgment stage. Id. at 306. Summary judgment should be
granted only when the right of the moving party is clear and free from
doubt. Id.
     In order to state a legally sufficient claim of negligence, a
complaint must allege facts establishing the existence of a duty of care
owed by the defendants to the plaintiff, a breach of that duty, and an
injury proximately caused by that breach. Iseberg v. Gross, 227 Ill. 2d
78, 86-87 (2007). Whether a duty is owed presents a question of law
for the court to decide, while breach of duty and proximate cause
present questions of fact for the jury to decide. Id. at 87.
     Defendants first point out that they agree with the appellate court
that the contract at issue required defendants to replace the bridge
deck exactly as it had existed and did not require them to redesign the
existing bridge deck. Because the existing bridge deck did not have a
Jersey barrier, replacing the existing bridge deck did not require
defendants to consider or add a Jersey barrier. Defendants argue that
the appellate court’s analysis should have ended at this point, because
the question of duty under a contract is a matter of law for the trial
court to determine, not a question of fact open to expert opinion.
Defendants maintain that the appellate court erred in nonetheless
finding that, based upon the standard of care clause in the contract,
Ramisch’s affidavit created a question of fact concerning whether
defendants had a duty to design and recommend a Jersey barrier.
Defendants also argue that the appellate court erred in distinguishing

                                  -7-
Ferentchak.
     In response, plaintiff argues that defendants have mischaracterized
the majority’s use of Ramisch’s affidavit. Plaintiff asserts that the
appellate court majority determined, through the contract language
alone, that defendants owed a standard of care to use the degree of
skill and diligence normally employed by professional engineers in
designing the bridge deck. It was only after the majority determined
defendants’ duty that the court considered Ramisch’s affidavit to
determine whether defendants breached that duty. Plaintiff argues that
the appellate court did not err in looking to Ramisch’s affidavit to
determine whether plaintiff had presented any evidence that
defendants breached their duty. Plaintiff also argues that Ferentchak
is distinguishable from the instant case.
     Plaintiff, however, disagrees with the appellate court that the
Scope of Services section of the contract did not give rise to a duty to
design or recommend a Jersey barrier when replacing the bridge deck.
Plaintiff argues that the appellate and trial courts erred in ruling that
the term “replacement” in the contract only required defendants to
duplicate the existing bridge deck and median. Plaintiff claims that the
plain language of the contract provides that defendants were required
to design “improvements” to the bridge deck and to prepare all design
drawings within the standard of care of similar engineers. Such
improvements would include a Jersey barrier. In the alternative,
plaintiff contends that, at a minimum, the contract is ambiguous and
a question of fact exists concerning whether defendant had a duty to
design and recommend a Jersey barrier.
     We first address plaintiff’s claim that the lower courts erred in
finding that the Scope of Services clause in the contract did not give
rise to a duty to design or recommend a Jersey barrier, as a finding in
plaintiff’s favor on this issue would be dispositive. As noted, both the
trial and appellate courts agreed that the contract only required
defendants to replace the bridge deck and did not require them to
improve the deck and add a Jersey barrier.
     The relevant provisions of the contract at issue provide as follows.
Attachment A, article 2A to the contract sets forth the “Scope of
Services.” Article 2A states:
              “A. Roadway Design


                                  -8-
              Final design and contract plan preparation for the Phase I,
          Stage A I-94/Grand Avenue interchange improvements will be
          provided. The proposed roadway improvements are as
          described below:
              ! Redesign Ramp B to two lanes, but maintain one lane
                  at merge to southbound I-94.
              ! Provide lane drop recovery area on eastbound Grand
                  Avenue east of Ramp B diverge.
              ! Improve Ramp E alignment.
              ! Proposed improvements are to tie to the widening of
                  Grand Avenue, which is to be done by others.
          Additional related services to be provided include drainage
          design, roadway lighting design, and utility adjustments.”
          (Emphases added.)
Article 2B provides:
              “B. Structural Design.
              Final structural design plans will be provided for deck
          replacement of the existing Grand Avenue bridge over I-94.
          Final structural design plans will also be prepared for a
          proposed overhead cantilever sign truss on eastbound Grand
          Avenue, west of Ramp B.” (Emphasis added).
     The basic rules of contract interpretation are well settled. In
construing a contract, the primary objective is to give effect to the
intention of the parties. Gallagher v. Lenart, 226 Ill. 2d 208, 232
(2007). A court will first look to the language of the contract itself to
determine the parties’ intent. Id. at 233. A contract must be construed
as a whole, viewing each provision in light of the other provisions. Id.
The parties’ intent is not determined by viewing a clause or provision
in isolation, or in looking at detached portions of the contract. Id.
     If the words in the contract are clear and unambiguous, they must
be given their plain, ordinary and popular meaning. Central Illinois
Light Co. v. Home Insurance Co., 213 Ill. 2d 141, 153 (2004).
However, if the language of the contract is susceptible to more than
one meaning, it is ambiguous. Gallagher, 226 Ill. 2d at 233. If the
contract language is ambiguous, a court can consider extrinsic
evidence to determine the parties’ intent. Id.


                                  -9-
    Plaintiff argues that in defining the term “replacement,” the lower
courts viewed the term out of context, ignored other aspects of the
contract, and thereby improperly created a definition for
“replacement” that does not exist in the contract. Plaintiff contends
that, reading the contract in its entirety, the lower courts should have
found that defendants were required, pursuant to the contract, to
design “improvements” to the bridge deck, improvements that would
include safety features such as a Jersey barrier.
    We disagree with plaintiff. As the appellate court found, section
2A of the contract uses the word “improvements” in describing the
scope of services concerning the roadway design, while section 2B of
the contract uses the word “replacement” in describing the scope of
services for the structural design. To interpret “replacement” in
section 2B to mean “improvement” would render the word
“replacement” meaningless. A court will not interpret a contract in a
manner that would nullify or render provisions meaningless, or in a
way that is contrary to the plain and obvious meaning of the language
used. Fidelity National Title Insurance Co. of New York v. Westhaven
Properties Partnership, 386 Ill. App. 3d 201, 214 (2007). Further,
when parties agree to and insert language into a contract, it is
presumed that it was done purposefully, so that the language
employed is to be given effect. Id. at 215. Because the parties used the
term “improvements” in section 2A of the contract, and used the term
“replacement” in section 2B of the contract, we presume that the
parties chose the word purposefully, and will give effect to that
language. It is clear the parties did not intend for the term
“replacement” to mean “improvement.”
    In the alternative, plaintiff argues that, at minimum, the contract
was ambiguous concerning whether the term “replacement” required
defendants to improve the bridge deck to include a Jersey barrier. In
support of her claim that the contract is ambiguous, plaintiff points to
the appellate court’s statement that there was authority in case law
and in dictionary definitions to both support and contradict
defendants’ interpretation of the word “replacement.” 398 Ill. App. 3d
at 543.
    Although the appellate court did state that case law and dictionary
definitions both supported and contradicted defendants’ interpretation
of the word “replacement” when viewing the word in isolation, the

                                 -10-
court looked to the contract as a whole in determining the parties’
intent. Viewing the contract as a whole, it was clear that
“replacement” did not mean “improvement.” Consequently, the fact
that the word “replacement” in isolation might be subject to different
meanings has no bearing on the use of the word in defendants’
contract and does not render the word ambiguous when the meaning
of the word is clear in the contract.
    Plaintiff also argues that a contract term is ambiguous when it
reasonably may be interpreted in more than one way. Plaintiff argues
that the term “replacement” may be interpreted in more than one way,
noting that although the lower courts ruled that the term did not give
rise to a duty on the part of defendants to design or recommend safety
improvements, including a Jersey barrier, she interprets the term as
requiring defendants to do so. Accordingly, because she interprets the
term “replacement” differently than the lower courts, plaintiff
maintains that the term is ambiguous.
    Plaintiff is correct that where the words in a contract are
reasonably susceptible to more than one meaning, they are ambiguous.
Central Illinois Light Co., 213 Ill. 2d at 153. A court will find
ambiguity if the contract language is “ ‘obscure in meaning through
indefiniteness of expression.’ ” Id. at 153 (quoting Platt v. Gateway
International Motorsports Corp., 351 Ill. App. 3d 326, 330 (2004)).
However, a contract is not rendered ambiguous merely because the
parties disagree on its meaning. Id. Here, although plaintiff disagrees
with the lower courts concerning the meaning of “replacement” and
“improvements” in the contract, the words in the contract are not
reasonably susceptible to more than one meaning. Accordingly, we
reject plaintiff’s claim that the contract is ambiguous.
    Having found that the appellate court correctly determined that
the word “replacement” in section 2B of the Scope of Services section
of the contract did not require defendants to improve the bridge deck
to consider or include a Jersey barrier, we next must determine
whether the appellate court properly held that the defendants’ contract
also imposed a professional duty of care on defendants’s work, and
that the extent of that duty, and whether it was breached, created a
factual question subject to expert testimony.
    The Standard of Care clause is set forth in article 4A of the
contract. Article 4A states:

                                 -11-
         “The standard of care applicable to ENGINEER’s services
         will be the degree of skill and diligence normally employed by
         professional engineers or consultants performing the same or
         similar services. The ENGINEER will reperform any services
         not meeting this standard without additional compensation.”
    The appellate court held that the standard of care set forth in
defendants’ contract matched the standard of care generally applied
to professionals under Illinois law, citing Advincula v. United Blood
Services, 176 Ill. 2d 1 (1996). 398 Ill. App. 3d at 545. The appellate
court noted that Advincula explained that in professional negligence
cases, the plaintiff bears the burden of proof to establish the standard
of care through expert testimony. 398 Ill. App. 3d at 545 (quoting
Advincula, 176 Ill. 2d at 24). The appellate court therefore considered
Ramisch’s affidavit in determining the extent of defendants’ duty and
in concluding that there was a question of fact whether defendants had
a duty to design an improved median barrier, despite the contract
language that did not require an improved median barrier.
    We find the appellate court’s reliance on Advincula to be
misplaced. Advincula noted that the professional standard of care is
“the use of the same degree of knowledge, skill and ability as an
ordinarily careful professional would exercise under similar
circumstances.” Advincula, 176 Ill. 2d at 23. Advincula also observed
that, in professional negligence cases, the plaintiff bears the burden to
establish the standard of care through expert witness testimony. Id. at
24. Expert testimony is necessary to establish both the professional’s
standard of care and the professional’s deviation from the standard of
care. Jones v. Chicago HMO Ltd. of Illinois, 191 Ill. 2d 278, 295
(2000).
    As defendants argue, however, Advincula and the cases cited
therein addressed medical negligence and other types of professional
negligence that did not involve contractual duties. Here, defendants’
contract set forth the standard of care as “the degree of skill and
diligence normally employed by professional engineers or consultants
performing the same or similar services.” (Emphasis added.) Pursuant
to the plain language of the contract, then, the standard of care was
limited to the degree of skill and diligence normally employed by
professional engineers performing the same or similar services,
namely, replacing the bridge deck. As we have found, replacing the

                                  -12-
bridge deck did not include improving the bridge deck or considering
or adding a Jersey barrier. Therefore, the appellate court improperly
considered expert testimony to expand the duty expressly set forth in
defendants’ complaint.
    Moreover, the appellate court erred in distinguishing the
Ferentchak decision. Because this case involves a contractual duty,
this case is controlled by Ferentchak rather than Advincula.
    In Ferentchak, the defendant, Robert Hamilton, a licensed Illinois
civil engineer, was hired by a land developer to design and observe the
construction of a subdivision’s surface water drainage system.
Ferentchak, 105 Ill. 2d at 476. The contract between Hamilton and
the land developer did not require Hamilton to set the foundation
grades for each lot. Hamilton designed the system, and the plans were
accepted by the land developer and submitted to the Village of
Frankfort for approval. The village approved the plans and the
subdivision plat was recorded. The plans did not include any
specifications concerning the depth or shape of a proposed channel
easement for surface water drainage in the subdivision. The land
developer sold several lots in the subdivision to a builder, who
constructed a single family residence that was sold to plaintiffs.
Plaintiffs discovered that water entered their home because the
foundation grade level was set too low to prevent that from
happening, although the foundation grade level was not in violation of
the village’s minimum height requirement.
    Plaintiffs brought a negligence action against the village, Hamilton,
the land developer and the builder. Id. at 478. At trial, a civil engineer
testified as plaintiff’s expert witness that it was Hamilton’s
professional obligation to incorporate information concerning
foundation grade elevations for the lots in the plat. Hamilton testified
that the omission was intentional because, inter alia, his contract with
the land developer did not require him to set foundation levels for the
individual lots. A jury found that Hamilton and the village were liable.
The appellate court affirmed the judgment against Hamilton, but
reversed the judgment against the village. Ferentchak v. Village of
Frankfort, 121 Ill. App. 3d 599 (1984).
    On appeal to this court, Hamilton argued that his responsibility to
the plaintiffs was limited to his duty under his contract with the land
developer. Ferentchak, 105 Ill. 2d at 479. The court noted that the

                                  -13-
first issue to be addressed was whether Hamilton had a duty to set the
foundation grade levels, which was a question of law. Id. at 480. Once
a court determines that there is a duty, a jury must decide whether the
duty was breached. Id. The court concluded that Hamilton owed no
legal duty to set the plaintiffs’ foundation grade elevation, so that
Hamilton’s motion for a directed verdict at the close of the plaintiffs’
case should have been granted. Id. The court held that the contract
between Hamilton and the land developer did not create a duty. Id.
     The court also rejected plaintiffs’ argument that Hamilton’s duty
arose from his professional responsibility as a registered civil engineer.
In support of their argument, plaintiffs relied on the testimony of their
expert witness, who testified that Hamilton did not exercise the degree
of care and skill commonly expected from other civil engineers. The
court held that the degree of skill and care required of Hamilton was
dependent upon Hamilton’s contractual obligation to the land
developer. Id. at 482. The court stated that “ ‘[t]he scope of that duty,
although based upon tort rather than contract, is nevertheless defined
by the *** contract’ between the engineer and the developer.” Id.
(quoting Bates & Rogers Construction Corp. v. North Shore Sanitary
District, 92 Ill. App. 3d 90, 97 (1980)).
     In so holding, the court noted that expert testimony confirmed its
conclusion that Hamilton was not in a position to set the foundation
elevation levels for the lots when he developed the plans, regardless
of the testimony of plaintiff’s expert. Id. The court observed that it
would be unreasonable to impose an obligation on a civil engineer to
set foundation grade levels for individual lots when the engineer does
not have adequate information with respect to the type of structures
to be erected. Id. at 483.
     In distinguishing Ferentchak, the appellate court looked to the
court’s statements in the preceding paragraph to conclude that
Ferentchak’s holding was based on the fact that it would have been
impossible for Hamilton to set the foundation levels when the types of
structures to be built on the individual lots had yet to be determined.
398 Ill. App. 3d at 547. The appellate court disagreed that the holding
was based on the fact that the foundations were not explicitly listed
among Hamilton’s duties in the contract. Id. The appellate court
stated that, in this case, defendants were charged with designing
precisely the object that plaintiff claimed was defective and had full

                                  -14-
knowledge of all relevant aspects of the allegedly defective design. Id.
at 547-48. The appellate court “read the essence of the holding in
Ferentchak to be that the engineer there had no knowledge about the
defective design and no involvement in creating it. Defendants here
had both, and, therefore, Ferentchak is distinguishable.” Id. at 548.
    The appellate court further held that, in any event, to the extent
Ferentchak stood for the proposition that the tort duties imposed on
a defendant pursuant to a contract may not exceed the duties
contained in the contract, its decision was consistent with Ferentchak.
Id. The appellate court stated that is holding was based “on the fact
that defendants’ contract obligated them to employ a professional
standard of care in designing a replacement for the bridge deck, and
Ramisch’s affidavit stands as evidence that defendants breached that
standard of care by not considering or designing an improved median
barrier, even though the improved median barrier was not explicitly
mentioned in the contract.” Id.
    Regardless of the appellate court’s view of the “essence” of
Ferentchak, the actual holding in Ferentchak was that the degree of
skill and care required of the civil engineer depended on his
contractual obligation, and the scope of that duty was defined by the
contract. Ferentchak, 105 Ill. 2d at 482. While the Ferentchak court
remarked that Hamilton lacked information and could not be expected
to set the foundation grade levels, and that it would be unreasonable
to impose such an obligation absent an agreement, those statements
were not the basis for the court’s holding that Hamilton’s duty was
defined by his contract.
    Pursuant to Ferentchak, the scope of defendants’ duty is defined
by the contract between defendants and WDC. The plain language of
that contract required defendants to replace the bridge deck, and in
doing so, required defendants to use the degree of skill and diligence
normally employed by professional engineers performing the same or
similar services. The use of the phrase “same or similar services” limits
the scope of defendants’ standard of care to replacing the bridge deck.
Because the standard of care was expressly limited to defendants’ duty
to replace the bridge deck, the appellate court erred in considering
Ramisch’s affidavit to nonetheless raise a question of fact whether
defendants’ standard of care also required defendants to improve the
bridge deck to include a Jersey barrier.

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    As the appellate court dissent stated, the majority’s holding, that
there is a question of fact whether defendants’ standard of care
included a duty to investigate the need for an improved median
barrier, imposes an obligation on defendants that is not provided for
in the contract. See 398 Ill. App. 3d at 556-67 (Hutchinson, J.,
dissenting). The imposition of this duty is contrary to well-settled law,
which provides that a court cannot alter, change or modify existing
terms of a contract, or add new terms or conditions to which the
parties do not appear to have assented. Gallagher v. Lenart, 367 Ill.
App. 3d 293, 301 (2006). Further, there is a presumption against
provisions that easily could have been included in a contract but were
not. Id. The parties easily could have included a provision in the
contract requiring defendants to improve the bridge deck to include
a Jersey barrier, but they did not. The appellate court therefore erred
in holding that, based upon the standard of care clause in defendants’
contract, there was a question of fact whether defendants owed to
duty to consider and design a Jersey barrier.
    The trial court in this case correctly found that defendants’ duty
to plaintiff, and the scope of that duty, was circumscribed by the terms
of defendants’ contract with WDC, which did not require defendants
to consider and design an improved median barrier. Because
defendants owed no duty to plaintiff to consider and design an
improved median barrier, the trial court properly granted summary
judgment in favor of defendants. The appellate court, therefore, erred
in reversing the judgment of the trial court.

                           CONCLUSION
    For all of the foregoing reasons, we reverse the decision of the
appellate court, affirm the decision of the circuit court, and remand
the cause to the circuit court of Lake County for further proceedings
consistent with this opinion.

    Appellate court judgment reversed;
    circuit court judgment affirmed;
    cause remanded.




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