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                                     Supreme Court                             Date: 2017.01.25
                                                                               15:08:06 -06'00'




                   J&J Ventures Gaming, LLC v. Wild, Inc., 2016 IL 119870




Caption in Supreme      J&J VENTURES GAMING, LLC, et al., Appellants, v. WILD, INC.
Court:                  (Accel Entertainment Gaming, LLC, et al., Appellees).



Docket Nos.             119870, 119871, 119872, 119873, 119874 cons.



Filed                   September 22, 2016
Rehearing denied        November 21, 2016



Decision Under          Appeal from the Appellate Court for the Fifth District; heard in that
Review                  court on appeal from the Circuit Court of Madison County, the Hon.
                        Donald M. Flack, Judge, presiding.



Judgment                Appellate court judgments affirmed.


Counsel on              Christopher A. Koester and Aaron Jones, of Taylor Law Offices, PC,
Appeal                  of Effingham, and J. Timothy Eaton and Jonathan B. Amarilio, of Taft
                        Stettinius & Hollister LLP, of Chicago, for appellant J&J Ventures
                        Gaming, LLC.

                        William M. Gantz and Gail S. Eisenberg, of Dentons US LLP, of
                        Chicago, for appellant Action Gaming, LLC.

                        Steven P. Blonder and Marissa L. Downs, of Much Shelist, P.C., of
                        Chicago, and G. Patrick Murphy and Patricia S. Murphy, of Murphy &
                        Murphy LLC, of Marion, for appellee Accel Entertainment Gaming
                        LLC.
                              Lisa Madigan, Attorney General, of Springfield (Carolyn E. Shapiro,
                              Solicitor General, and Frank H. Bieszczat, Assistant Attorney
                              General, of Chicago, of counsel), for intervenor-appellee Illinois
                              Gaming Board.



     Justices                 JUSTICE FREEMAN delivered the judgment of the court, with
                              opinion.
                              Chief Justice Garman and Justices Thomas, Kilbride, Burke, and
                              Theis concurred in the judgment and opinion.
                              Justice Karmeier took no part in the decision.



                                                OPINION

¶1         At issue in these consolidated appeals is whether the circuit courts have subject-matter
       jurisdiction to determine whether the location agreements between plaintiffs and defendants
       are valid and enforceable contracts that control the placement of video gaming terminals in
       defendants’ establishments. The appellate court held that the circuit courts lack
       subject-matter jurisdiction because the Illinois Gaming Board has exclusive authority over
       contracts for the placement of video gaming terminals. The appeals are before us pursuant to
       certificates of importance granted under article VI, section 4(c), of the Illinois Constitution of
       1970 (Ill. Const. 1970, art. VI, § 4(c)) and Illinois Supreme Court Rule 316 (eff. Dec. 6,
       2006). We consolidated the appeals 1 and granted the Illinois Gaming Board leave to
       intervene. For the reasons that follow, we affirm the judgments of the appellate court.

¶2                                         BACKGROUND
¶3         In July 2009, the General Assembly enacted the Video Gaming Act (Act) (230 ILCS 40/1
       et seq. (West 2014)), which legalized the use of video gaming terminals as a new form of
       commercial gambling within certain licensed establishments, including bars, veterans
       organizations, fraternal organizations, and truck stops. As provided in the Act, the Illinois
       Gaming Board (Gaming Board or Board)2 has jurisdiction over and shall supervise all video
       gaming operations governed by the Act. 230 ILCS 40/78 (West 2014). The Board also has all

           1
             These consolidated appeals arise from 10 lawsuits filed in three counties. All of the
       actions were brought by J&J Ventures Gaming, LLC, and Action Gaming, LLC, and were
       based on contracts that contain substantially identical provisions for the placement of video
       gaming terminals in the 10 defendant establishments.
           2
             The Illinois Gaming Board was initially established in 1990 to administer the Riverboat
       Gambling Act (230 ILCS 10/5 et seq. (West 2014)). The provisions of the Riverboat
       Gambling Act and all of the rules promulgated thereunder apply to the Video Gaming Act,
       except where there is a conflict between the two statutes. 230 ILCS 40/80 (West 2014).

                                                   -2-
     powers necessary and proper to effectively execute the provisions of the Act. Id. Those
     powers include the authority to adopt regulations for the purpose of administering the Act
     and “to provide for the prevention of practices detrimental to the public interest and for the
     best interests of video gaming.” Id. In October 2009, the Board adopted emergency
     regulations to administer the Act. 11 Ill. Adm. Code 1800, emergency rules adopted at 33 Ill.
     Reg. 14793 (eff. Oct. 19, 2009); permanent rules adopted at 34 Ill. Reg. 2893 (eff. Feb. 22,
     2010). After a start-up period of approximately three years, video gaming operations
     commenced in October 2012.
¶4       A video gaming terminal is an electronic device that allows users to play a video game,
     such as video poker or blackjack, and permits the user to receive free games or credits that
     can be redeemed for cash. 230 ILCS 40/5 (West 2014). The Act restricts the use of video
     gaming terminals by requiring that they be operated only at licensed establishments and by
     licensed terminal operators. 230 ILCS 40/25 (West 2014). Licenses are granted by the Board,
     following a background investigation of the applicant and subject to requirements that are
     designed “to preserve the integrity and security of video gaming.” 230 ILCS 40/45 (West
     2014); 11 Ill. Adm. Code 1800.420, amended at 37 Ill. Reg. 7750 (eff. May 23, 2013). A
     video gaming terminal may be placed in a licensed establishment only if the establishment
     has entered into a written use agreement with the licensed terminal operator for the
     placement of that device. 230 ILCS 40/25(e) (West 2014). A “use agreement” is a contract
     between a licensed terminal operator and a licensed establishment prescribing the terms and
     conditions for placement and operation of terminals at that establishment. Id.; 11 Ill. Adm.
     Code 1800.320(a) (2010). 3 A use agreement may be assigned only from one licensed
     terminal operator to another. 11 Ill. Adm. Code 1800.320(d) (2010).
¶5       Shortly after the Act became effective and prior to the Board’s adoption of emergency
     regulations, Action Amusement Company, LLC (Action Amusement), an unlicensed
     terminal operator, executed agreements entitled “Exclusive Location and Video Gaming
     Terminal Agreements” with each of the defendant establishments involved in these
     consolidated appeals. Those agreements, which are substantially identical, purported to give
     Action Amusement the exclusive right to place and operate video gaming terminals within
     the defendant establishments. Each agreement included a “Recitals” portion, stating that
     Action Amusement and the establishment would obtain a license from the Board and wished
     to enter into an exclusive location agreement “for the purpose of placing and operating video
     gaming terminals in the Licensed Establishment.” Each agreement also stated that, “[i]n
     accordance with the Video Gaming Act,” the parties agreed to evenly split the after-tax
     profits from the operation of the terminals. The term of each agreement was for a period of
     five years, beginning on the date the first video gaming terminal was operated in the licensed
     establishment.
¶6       In addition, each agreement provided that, during the term of the agreement, the terminal
     operator would have the exclusive right to place video gaming terminals in the licensed
     establishment and further provided that the agreement would be binding upon the successors

         3
          The Board’s regulation establishing the minimum standards for use agreements was amended after
     the location agreements at issue were executed. The amended regulation requires that, after July 15,
     2014, a licensed terminal operator must be licensed by the Board at the time the use agreement is
     signed. 11 Ill. Adm. Code 1800.320(a), amended at 38 Ill. Reg. 14275 (eff. June 30, 2014).

                                                  -3-
       and/or assigns of the parties. Also, each agreement expressly acknowledged that nothing of
       value had been offered or received in exchange for the execution of the agreement and that it
       is a violation of the Act to offer anything as an inducement for the procurement of a location.
¶7          On October 5, 2010, Action Amusement assigned its rights under the location agreements
       to Action Gaming, LLC (Action Gaming), another unlicensed terminal operator. In exchange
       for the assignment of rights under the location agreements, Action Gaming agreed to pay
       Action Amusement $10,000 per month until August 1, 2011. After that date, once Action
       Gaming was operating video gaming terminals in at least 70 locations, it agreed to pay
       Action Amusement up to $20,000 per month for the next 10 years, depending on the number
       of locations at which it was operating terminals. The assignment was signed by Jason
       Rowell, as authorized representative of both Action Amusement and Action Gaming.
¶8          Between January and May 2012, Action Gaming and the defendant establishments
       amended their location agreements by adding certain clauses, which were asserted to be
       “necessary in order for the Agreement to comply with the [Act] and the rules and regulations
       promulgated thereunder.” The additional terms included a clause providing that Action
       Gaming could freely assign its rights until it obtained a terminal operator license, after which
       it could assign its right only to another licensed terminal operator. Another clause, titled
       “IGB Approval,” provided that the parties acknowledged that their location agreement and
       the amendment “are subject to and contingent upon the [Gaming Board’s] review of, and to
       the extent required by the [Board], consent to the use of this [a]mendment.” When the
       amendments were executed, Action Gaming and the defendant establishments were not
       licensed by the Board to participate in video gaming.
¶9          On July 19, 2012, the Board notified Action Gaming that its license application had been
       denied based on its findings that Nicky Nichols and Jason Rowell, employees and owners of
       Action Gaming, were personally and professionally associated with James Koehler, who had
       been convicted of illegal gambling. The Board also cited its finding that Nichols had engaged
       in business practices and maintained associations with a number of convicted felons. Under
       the Board’s regulations, Action Gaming was an “applicant” at the time this letter was issued.
       11 Ill. Adm. Code 1800.695 (2010). Action Gaming requested a hearing to contest the denial
       of its license application. The Board denied the request for a hearing on September 20, 2012.
¶ 10        On August 24, 2012, while Action Gaming’s request for a hearing on the denial of its
       application was pending, it assigned its rights under the subject location agreements to J&J
       Ventures Gaming, LLC (J&J Ventures), a licensed terminal operator, in exchange for a
       purchase price. That assignment specifically stated that, in consideration for the purchase
       price, Action Gaming agreed to assign and J&J Ventures agreed to accept all rights “under
       each Use Agreement.” This assignment was executed by Nicky Nichols on behalf of Action
       Gaming, as its member/manager. At the time of the assignment, J&J Ventures was a licensed
       terminal operator, but the 10 defendant establishments were not yet licensed by the Board.
¶ 11        During late August and early September 2012, each of the defendant establishments
       signed separate location agreements with Accel Entertainment Gaming, LLC (Accel), a
       licensed terminal operator. Those agreements purported to grant Accel the exclusive right to
       operate video gaming terminals within the defendant establishments.
¶ 12        Thereafter, plaintiffs J&J Ventures and Action Gaming subsequently brought the 10
       underlying lawsuits in the circuit courts seeking declaratory judgments against the defendant


                                                  -4-
       establishments. The complaints asserted that the circuit courts had jurisdiction over the
       disputes under the Illinois declaratory judgment statute (735 ILCS 5/2-701 (West 2012)). In
       addition, the complaints alleged that J&J Ventures had the exclusive right to operate video
       gaming terminals at the defendant establishments under the location agreements obtained by
       assignment from Action Gaming. The complaints also alleged that the assignments were
       valid because the exclusive location agreements were “precursor” agreements that were “not
       yet” use agreements. Based on this assertion, the complaints claimed that the Gaming
       Board’s regulation precluding the assignment of a use agreement except from one licensed
       terminal operator to another (11 Ill. Adm. Code 1800.320(d) (2010)) did not apply. The
       complaints further alleged that, because the location agreements Action Gaming had assigned
       to J&J Ventures would not become use agreements until the parties were licensed by the
       Board, those agreements were freely assignable. As relief, J&J Ventures and Action Gaming
       requested declarations that (1) the agreements between J&J Ventures and the defendant
       establishments were binding, (2) the assignments from Action Amusement to Action Gaming
       and from Action Gaming to J&J Ventures were valid, (3) J&J Ventures held the exclusive
       right to operate video gaming terminals at the defendant establishments, and (4) the
       defendant establishments could not allow other terminal operators to install or operate video
       gaming terminals without breaching those agreements.
¶ 13       Accel was granted leave to intervene in all 10 declaratory judgment actions, over the
       objections of J&J Ventures and Action Gaming. In answer to the complaints, Accel alleged
       that the location agreements that had been assigned to Action Gaming and later to J&J
       Ventures were invalid because they did not comply with the Act and the Board’s
       regulations.4
¶ 14       While the declaratory judgment actions were pending, the appellate court for the Third
       District issued its opinion in Triple 7 Illinois, LLC v. Gaming & Entertainment
       Management-Illinois, LLC, 2013 IL App (3d) 120860, which involved successive
       assignments of a location agreement by an unlicensed terminal operator under factual
       circumstances that were virtually identical to those on which the present appeals are based.
       Id. ¶¶ 2-5. In that case, the Third District addressed the question of whether the Board’s
       regulation precluding the assignment of a use agreement except from one licensed terminal
       operator to another (11 Ill. Adm. Code. 1800.320(d) (2010)) rendered the assignment of the
       exclusive location agreement by an unlicensed terminal operator invalid. Triple 7, 2013 IL
       App (3d) 120860, ¶ 15. The Third District held that because the location agreement was
       between an unlicensed establishment and an unlicensed terminal operator, it was not a use
       agreement, and the Board’s regulation restricting the assignment of use agreements did not
       apply. Id. ¶ 17. The court further held that neither the Act nor the Board’s regulations
       specifically prohibited agreements between unlicensed entities. Id. ¶ 21. Accordingly, the
       court affirmed the circuit court’s dismissal of the complaint, which sought a declaration that
       the exclusive location agreement between unlicensed entities was invalid. Id. ¶¶ 8, 33. The

           4
            In four of the actions—involving Wild, Inc., Lonnie’s Liquor, Denny’s Package Liquor, and
       Chiefs—Accel also filed counterclaims against J&J Ventures and Action Gaming, asserting that it had
       the exclusive right to place video gaming terminals in those establishments. Those counterclaims were
       based on use agreements that were executed after Accel and each of the defendant establishments had
       been licensed.

                                                     -5-
       Third District did not address the issue of the circuit court’s subject-matter jurisdiction over
       the claims.
¶ 15       Based on the holding in Triple 7, the circuit courts considering the 10 declaratory
       judgment actions underlying these appeals ruled that the location agreements between J&J
       Ventures and the defendant establishments were not use agreements and were valid, binding,
       and enforceable contracts. Accordingly, the circuit courts enjoined Accel from operating
       video gaming terminals at the defendant establishments.
¶ 16       Accel sought review of those judgments in the Appellate Court, Fifth District, which
       consolidated the five appeals for the purpose of oral argument. During that argument, the
       appellate court sua sponte raised the issue of the circuit courts’ subject-matter jurisdiction
       and ordered supplemental briefing on the question of whether the Gaming Board had
       exclusive jurisdiction over the disputes. In their supplemental briefs, all of the parties argued
       that the circuit courts have subject-matter jurisdiction to determine the validity of the location
       agreements assigned to J&J Ventures by Action Gaming.
¶ 17       The appellate court vacated the circuit courts’ judgments and dismissed the appeals,
       holding that the circuit courts lacked subject-matter jurisdiction over the disputes because the
       Board had exclusive jurisdiction over the matter that formed the basis of the parties’ claims.
       2015 IL App (5th) 140092; see also J&J Ventures Gaming, LLC v. Whitlock Chiefs, Inc., No.
       5-14-0181 (2015) (unpublished summary order) (d/b/a Chiefs); J&J Ventures Gaming, LLC v.
       Coatney, No. 5-14-0180 (2015) (unpublished summary order) (d/b/a Denny’s Package
       Liquor); J&J Ventures Gaming, LLC v. Mule Barn, Inc., No. 5-14-0171 (2015) (unpublished
       summary order); J&J Ventures Gaming, LLC v. Ole Lonnie’s Liquor, Inc., No. 5-14-0093
       (2015) (unpublished summary order) (d/b/a Lonnie’s Liquor).5 Those judgments were based
       on the court’s determination that the Gaming Board has exclusive authority over all
       agreements that purport to control the placement and operation of video gaming terminals
       within a licensed establishment. 2015 IL App (5th) 140092, ¶¶ 32, 62. As a consequence, the
       appellate court refused to follow the reasoning employed in Triple 7 and declined to consider
       the merits of the parties’ disputes. Id. ¶¶ 55, 60.
¶ 18       On the application of J&J Ventures and Action Gaming, the appellate court granted
       certificates of importance in all five appeals. Ill. S. Ct. R. 316 (eff. Dec. 6, 2006). Thereafter,
       this court granted the parties’ joint motion to consolidate the appeals and also allowed the
       Board’s motion for leave to intervene and to be aligned as an appellee.

¶ 19                                           ANALYSIS
¶ 20       The underlying declaratory judgment actions are predicated on a dispute over the validity
       and enforceability of the location agreements assigned to J&J Ventures. The issue before this
       court, however, is which tribunal has jurisdiction to determine whether the location
       agreements are valid and enforceable.

          5
           The appellate court issued a published opinion explaining its reasoning in the appeal involving
       Wild, Inc., and cited to that opinion in resolving the remaining four appeals, which were decided in
       unpublished summary orders under Illinois Supreme Court Rule 23(c)(1) and (2) (eff. July 1, 2011).
       Accordingly, in discussing the appellate court’s analysis, we cite to the opinion in J&J Ventures
       Gaming, LLC v. Wild, Inc., 2015 IL App (5th) 140092.

                                                    -6-
¶ 21        J&J Ventures and Action Gaming argue that the appellate court erred in holding that the
       circuit courts lack subject-matter jurisdiction to determine the validity of the location
       agreements. J&J Ventures and Action Gaming further assert that the judgments of the
       appellate court operate to deprive them of their right to freely contract protected by the
       contract clauses of the United States and Illinois Constitutions (U.S. Const., art. I, § 10; Ill.
       Const. 1970, art. I, § 16) and of their right to a jury trial (U.S. Const., amend. VII; Ill. Const.
       1970, art. I, § 13). J&J Ventures and Action Gaming also ask this court to decide these
       appeals on the merits and affirm the circuit courts’ findings that the agreements are valid and
       enforceable under the reasoning expressed by the Third District in Triple 7.
¶ 22        Accel agrees that the appellate court erred with respect to the jurisdictional issue but
       contends that the appellate court properly declined to follow the ruling in Triple 7 because
       the location agreements assigned to J&J Ventures are not valid and binding. The Gaming
       Board argues that the appellate court correctly held that the circuit courts lack subject-matter
       jurisdiction to adjudicate the validity and enforceability of the location agreements.
¶ 23        Subject-matter jurisdiction refers to a tribunal’s power to hear and determine cases of the
       general class to which the proceeding in question belongs. Crossroads Ford Truck Sales, Inc.
       v. Sterling Truck Corp., 2011 IL 111611, ¶ 27. In general, the Illinois Constitution vests the
       circuit courts with original jurisdiction over all justiciable matters, except in certain
       circumstances where this court has exclusive and original jurisdiction. Ill. Const.1970, art.
       VI, § 9. However, the legislature may explicitly vest original jurisdiction in an administrative
       agency when it enacts a comprehensive statutory scheme that creates rights and duties that
       have no counterpart in common law or equity. Board of Education of Warren Township High
       School District 121 v. Warren Township High School Federation of Teachers, Local 504, 128
       Ill. 2d 155, 165 (1989); see also Ferris, Thompson & Zweig, Ltd. v. Esposito, 2015 IL 117443,
       ¶ 15.6
¶ 24        We note that in support of their argument that the circuit courts have subject-matter
       jurisdiction, J&J Ventures and Action Gaming rely on Employers Mutual Cos. v. Skilling,
       which stated that “if the legislative enactment does divest the circuit courts of their original
       jurisdiction through a comprehensive statutory administrative scheme, it must do so
       explicitly.” Employers Mutual Cos. v. Skilling, 163 Ill. 2d 284, 287 (1994). As authority, the
       Skilling court cited People v. NL Industries, 152 Ill. 2d 82, 96-97 (1992), for the proposition
       that the absence of language explicitly excluding the circuit courts from exercising
       jurisdiction means that the legislature did not intend to divest circuit courts of jurisdiction.
       Skilling, 163 Ill. 2d at 287. Yet, Skilling’s description of the analysis in NL Industries is
       truncated and does not represent the full measure of this court’s jurisprudence in ascertaining
       legislative intent to vest exclusive jurisdiction in an administrative agency. In fact, NL
       Industries considered the relevant statute as a whole, and the court referenced not only the
       lack of exclusionary language but also other statutory provisions that specifically referred to
       the circuit courts’ ability to adjudicate the questions at issue. See NL Industries, 152 Ill. 2d at
       97-99. Therefore, NL Industries implicitly recognized that legislative intent to divest circuit

           6
            Although the term “jurisdiction” is not strictly applicable to an administrative agency, it may be
       used to refer to the authority of the administrative agency to act. Business & Professional People for the
       Public Interest v. Illinois Commerce Comm’n, 136 Ill. 2d 192, 243 (1989) (citing Newkirk v. Bigard,
       109 Ill. 2d 28, 36 (1985)).

                                                       -7-
       courts of jurisdiction may be discerned by considering the statute as a whole. Several of our
       other cases have employed similar analysis (see Ferris, Thompson & Zweig, Ltd., 2015 IL
       117443, ¶¶ 17, 19, 24; Crossroads Ford Truck Sales, Inc., 2011 IL 111611, ¶¶ 37, 45, 54),
       and we do so here.
¶ 25        We look to the statutory framework of the Act to determine whether the legislature
       intended to vest the Gaming Board with exclusive jurisdiction to determine the validity of
       agreements that affect the placement and operation of video gaming terminals. See
       Crossroads Ford Truck Sales, Inc., 2011 IL 111611, ¶ 28. This determination is a matter of
       statutory interpretation. Ferris, Thompson & Zweig, Ltd., 2015 IL 117443, ¶ 17. When
       interpreting a statute, the court’s primary objective is to ascertain and give effect to the intent
       of the legislature. Chicago Teachers Union, Local No. 1 v. Board of Education of the City of
       Chicago, 2012 IL 112566, ¶ 15; Williams v. Staples, 208 Ill. 2d 480, 487 (2004). The most
       reliable indicator of legislative intent is the language of the statute itself, which must be given
       its plain and ordinary meaning. Chicago Teachers Union, Local No. 1, 2012 IL 112566, ¶ 15;
       Williams, 208 Ill. 2d at 487. All provisions of a statute must be viewed as a whole, with the
       relevant statutory provisions construed together and not in isolation. Chicago Teachers
       Union, Local No. 1, 2012 IL 112566, ¶ 15; Williams, 208 Ill. 2d at 487. In addition, the court
       may consider the reason for the law, the problems sought to be remedied, the purposes to be
       achieved, and the consequences of construing the statute in one way or another. Chicago
       Teachers Union, Local No. 1, 2012 IL 112566, ¶ 15; Williams, 208 Ill. 2d at 487. Questions
       relating to the circuit court’s jurisdiction and the interpretation of a statute both present issues
       of law, which we review de novo. Chicago Teachers Union, Local No. 1, 2012 IL 112566,
       ¶ 15; Crossroads Ford Truck Sales, Inc., 2011 IL 111611, ¶¶ 26-27.
¶ 26        There is no common-law right in Illinois to engage in or profit from gambling. Schneider
       v. Turner, 130 Ill. 28, 39 (1889) (recognizing that “[n]othing is more clearly and firmly
       established by the common law, than that all gambling contracts are void”); Mallett v.
       Butcher, 41 Ill. 382, 384 (1866) (holding that all contracts having their origin in gaming are
       void, not voidable); see also Tomm’s Redemption, Inc. v. Park, 333 Ill. App. 3d 1003, 1009
       (2002); Hall v. Montaleone, 38 Ill. App. 3d 591, 592 (1976); Brelsford v. Stoll, 304 Ill. App.
       222, 226 (1940). The Act, which legalized the use of video gaming terminals under certain
       limited circumstances, is an exception to the general prohibition against gambling. 230 ILCS
       40/1 et seq. (West 2014). Consequently, gambling on video gaming terminals is permitted in
       Illinois only as authorized by the Act, and gaming contracts that do not conform to the
       applicable regulatory requirements are void.
¶ 27        The Act explicitly vests the Gaming Board with authority to administer the Act by
       granting the Board “all powers necessary and proper to fully and effectively execute [its]
       provisions” and by directing that the Board “shall have jurisdiction over and shall supervise
       all gaming operations governed by [the] Act.” 230 ILCS 40/78(a) (West 2014). The Act
       expressly obligates the Board to investigate and determine the eligibility of applicants for
       licenses and to select from among competing applicants those applicants who best serve the
       interests of the citizens of Illinois. 230 ILCS 40/78(a)(1) (West 2014).
¶ 28        Further, the Act authorizes the Board to adopt regulations under which all video gaming
       is to be conducted, and those regulations “are to provide for the prevention of practices
       detrimental to the public interest and for the best interests of video gaming.” 230 ILCS


                                                    -8-
       40/78(a)(3) (West 2014). Pursuant to its authority under the Act, the Board has adopted
       regulations establishing certain qualifications and requirements of licensees in order to
       “preserve the integrity and security of video gaming” in Illinois. 230 ILCS 40/45(e) (West
       2014); 11 Ill. Adm. Code 1800.420, amended at 37 Ill. Reg. 7750 (eff. May 23, 2013). The
       Board also has adopted regulations governing the license-application process and the
       procedure for requesting a hearing upon denial of a license application. 11 Ill. Adm. Code
       Subparts E, F.
¶ 29        In addition, the Board has adopted regulations that define the term “[u]se agreement” (11
       Ill. Adm. Code 1800.110, amended at 40 Ill. Reg. 8760 (eff. June 14, 2016)) and establish the
       minimum standards that use agreements must satisfy (11 Ill. Adm. Code 1800.320 (2010)).
       The term “[u]se agreement” is defined as “[a] contractual agreement between a licensed
       terminal operator and a licensed video gaming location establishing terms and conditions for
       placement and operation of video gaming terminals by the licensed terminal operator within
       the premises of the licensed video gaming location.” 11 Ill. Adm. Code 1800.110, amended
       at 40 Ill. Reg. 8760 (eff. June 14, 2016). The minimum standards for use agreements require
       that such contracts only be between “a licensed terminal operator and a licensed
       establishment” and that the use agreement “[c]ontain an affirmative statement that no
       inducement was offered or accepted regarding the placement or operation of video gaming
       terminals in a licensed establishment.” 11 Ill. Adm. Code 1800.320(a), (b) (2010). Further, a
       use agreement must “[p]rohibit any assignment other than from a licensed terminal operator
       to another licensed terminal operator” and “[c]ontain a provision that releases the video
       gaming location from any continuing contractual obligation to the terminal operator in the
       event that the terminal operator has its license revoked *** or surrenders its license.” 11 Ill.
       Adm. Code 1800.320(d), (e) (2010).
¶ 30        The Gaming Board’s jurisdiction under the Act also includes the authority conferred by
       the Riverboat Gambling Act and the regulations promulgated thereunder, provided the terms
       of the two statutes do not conflict. 230 ILCS 40/80 (West 2012). Under the Riverboat
       Gambling Act, the Board has the authority to conduct hearings, require the attendance of
       witnesses, and compel the production of evidence in accordance with the Illinois
       Administrative Procedure Act (5 ILCS 100/1-1 et seq. (West 2014)) when the Board
       determines that it is necessary for the administration or enforcement of the Act or the Board’s
       regulations. 230 ILCS 10/5(c)(9) (West 2014); 230 ILCS 40/80 (West 2014). The Board may
       discipline any licensee who fails to comply with the terms of the Act or the Board’s
       regulations (11 Ill. Adm. Code 1800.310(a) (2010)), and the licensee may contest any
       disciplinary action through the hearing process prescribed by the Board’s regulations (11 Ill.
       Adm. Code 1800.720-790 (2010)). 230 ILCS 10/5(c)(5) (West 2014); 230 ILCS 40/80 (West
       2014). The Board’s final decision is subject to review under the Administrative Review Law
       (735 ILCS 5/3-101 et seq. (West 2014)). 230 ILCS 10/17.1 (West 2014); 230 ILCS 40/80
       (West 2014). Further, the Board may “take any other action as may be reasonable or
       appropriate to enforce” the Act and the Board’s regulations. 230 ILCS 10/5(c)(21), 40/80
       (West 2014).
¶ 31        J&J Ventures, Action Gaming, and Accel argue that, although the General Assembly
       enacted legislation that created a new form of legalized gambling through the use of video
       gaming terminals, it did not explicitly divest the circuit courts of jurisdiction to adjudicate the


                                                    -9-
       validity and enforceability of location agreements that provide for the placement and
       operation of such terminals. We disagree.
¶ 32       By legalizing the use of video gaming terminals for commercial gambling purposes, the
       legislature enacted a comprehensive statutory scheme, creating rights and duties that have no
       counterpart in common law or equity. Considered in its entirety, this statutory scheme
       demonstrates the legislature’s explicit intent that the Gaming Board have exclusive
       jurisdiction over the video gaming industry and the use agreements that are a necessary
       prerequisite of engaging in that industry. The Act, therefore, confers authority on the Gaming
       Board to determine the validity and enforceability of contracts that purport to control the
       location and operation of video gaming terminals within licensed establishments.
¶ 33       The question remaining is whether the agreements at issue here fall within the purview of
       the comprehensive statutory scheme granting the Board exclusive jurisdiction over video
       gaming in Illinois. The underlying declaratory judgment actions are predicated on the
       contention that J&J Ventures has the exclusive right to place and operate video gaming
       terminals in the defendants’ establishments, based on the exclusive location agreements and
       subsequent assignments. As the appellate court observed, resolution of those claims requires
       a determination of whether the contracts assigned to J&J Ventures are valid use agreements,
       which is a matter that falls within the exclusive province of the Board. 2015 IL App (5th)
       140092, ¶ 30.
¶ 34       J&J Ventures and Action Gaming argue that, despite its exclusive jurisdiction and broad
       authority to supervise all video gaming operations in Illinois, the Board lacks authority to
       determine the validity of the location agreements because those contracts are not “use
       agreements” under the Act and the Board’s regulations. According to J&J Ventures and
       Action Gaming, the location agreements are “precursor” contracts, the validity of which falls
       within the jurisdiction of the circuit courts. The Gaming Board counters that the location
       agreements must fall within the Board’s exclusive jurisdiction because contracts relating to
       video terminal gaming are legal only if they comply with the Act and the corresponding
       regulations and because any such contract that does not comply with the Act and regulations
       is an illegal gambling contract. In addressing these arguments, we consider the nature of the
       location agreements through the lens of the governing statutory and regulatory framework.
¶ 35       The location agreements provide that the terminal operator and the licensed establishment
       will obtain the necessary licenses under the Act. In addition, the agreements expressly state
       that they are “for the purpose of placing and operating video gaming terminals” in the
       licensed establishments. The agreements require the terminal operator to provide all video
       gaming terminals in the licensed establishment and obligate the licensed establishment to
       allow terminals to be placed in a “prominent, gaming oriented spot in the building.” The
       agreements obligate the licensed establishment to work with the terminal operator “to
       maximize gaming revenues for the benefit of both parties” and provide that the licensed
       establishment is “responsible for maintaining an adequate video gaming terminal fund, with
       the amount being determined by the Illinois Gaming Board.”
¶ 36       The initial terms of the agreements “commence upon the date the first video gaming
       terminal described herein first operates in the [l]icensed [e]stablishment.” Further, the
       agreements state that, in accordance with the Act, the after-tax profits of the video gaming
       operations are to be divided equally between the terminal operator and the licensed


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       establishment. The agreements also expressly acknowledge that nothing of value was offered
       or received in exchange for the execution of the agreements and that it is a violation of the
       Act to offer anything as an inducement for the procurement of a location.
¶ 37       The amendments to the location agreements state they were “necessary in order for the
       Agreement to comply with the [Act] and the rules and regulations promulgated thereunder.”
       In addition, the amendments include a clause entitled “IGB Approval,” stating that the
       location agreements and amendments “are subject to and contingent upon the [Gaming
       Board’s] review of, and to the extent required by the [Board], consent to the use of this
       [a]mendment.” This clause further states that the parties will modify the amendment “to
       comply with the requirements of the [Gaming Board] or any change in the [Act] or the rules
       and regulations promulgated thereunder.”
¶ 38       We agree with the appellate court’s conclusion that the agreements fall within the
       Board’s exclusive jurisdiction because they purport to control the placement and operation of
       video gaming terminals within licensed establishments. See 2015 IL App (5th) 140092,
       ¶¶ 32, 62. In addition, we note that the agreements require each party to obtain the requisite
       license, and the agreements specifically provide that they take effect when the first video
       gaming terminal first operates in the licensed establishment—a circumstance that cannot
       occur unless and until the parties are licensed and the Board has approved the agreements. In
       addition, the agreements and amendments are “subject to and contingent upon” the Gaming
       Board’s review and consent. These express conditions providing for licensure of the parties
       and Board approval further support the conclusion that the Board has exclusive jurisdiction
       to decide their validity and enforceability.
¶ 39       J&J Ventures and Action Gaming assert that the agreements are merely “precursor”
       contracts and, therefore, cannot be considered to be use agreements. We reject this assertion
       for two reasons. First, there is nothing about these fully negotiated agreements that can be
       characterized as preliminary in nature. The terms and conditions are definite, setting forth the
       rights and obligations of the parties. All of those rights and obligations relate to the
       placement of video gaming terminals and to the division of profits derived from the operation
       of those terminals. Also, the amended agreements are complete and do not require or
       contemplate the execution of any subsequent agreements or amendments, except as required
       to comply with the requirements of the Board or with any changes in the Act or the Board’s
       regulations. Second, as noted above, the amended agreements specifically acknowledge that
       they are governed by the terms of the Act and the Board’s regulations and also are “subject
       to” the Board’s review and consent. These are restrictions that apply to use agreements.
       Therefore, the claim that the agreements are “precursor” contracts is refuted by the language
       of the agreements themselves.
¶ 40       Moreover, the argument of J&J Ventures and Action Gaming would lead to an
       anomalous result where the circuit court could determine that a contract for the placement
       and operation of video gaming terminals is valid but the court could not enforce the terms of
       that contract. Also, the Board would be bound by a judicial determination as to the validity
       and enforceability of such a contract. Such a circumstance directly conflicts with and
       undermines the exclusive and original jurisdiction of the Board to oversee all video gaming
       operations and to decide questions relating to the placement of video gaming terminals



                                                  - 11 -
       within licensed establishments in Illinois. Therefore, the Board’s jurisdiction necessarily
       includes jurisdiction over the agreements and assignments at issue in these appeals.
¶ 41       In urging a contrary result, J&J Ventures and Action Gaming cite representations of the
       Board indicating that the validity of prelicensure location agreements does not fall within the
       purview of the Act. In particular, they rely on forms and information relating to the
       application process, as well as comments made by an attorney of the Gaming Board. As
       recognized by the appellate court, however, these representations do not control the
       determination of the Board’s jurisdiction, which is a judicial function and not a question for
       the agency itself. County of Knox ex rel. Masterson v. The Highlands, L.L.C., 188 Ill. 2d 546,
       554 (1999); see also 2015 IL App (5th) 140092, ¶ 64 (citing Gallaher v. Hasbrouk, 2013 IL
       App (1st) 122969, ¶ 19).
¶ 42       In sum, the General Assembly has enacted a comprehensive statutory scheme that vests
       jurisdiction over video gaming operations with the Illinois Gaming Board. The agreements at
       issue in these cases purport to control placement and operation of video gaming terminals,
       and the Illinois Gaming Board has exclusive, original jurisdiction to determine their validity
       and enforceability. Accordingly, we are precluded from addressing the merits of the parties’
       claims, as were the appellate court and the circuit courts. Our disposition renders unnecessary
       any discussion of the constitutional arguments raised by J&J Ventures and Action Gaming.

¶ 43                                      CONCLUSION
¶ 44       For the foregoing reasons, the judgments of the appellate court, vacating the circuit
       courts’ judgments for lack of subject-matter jurisdiction and dismissing the appeals, are
       affirmed.

¶ 45      Appellate court judgments affirmed.




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