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

No. 01-3707
CHEMETALL GMBH,
                                              Plaintiff-Appellee,
                                v.

ZR ENERGY, INC., JOSEPH T. FRAVAL,
and ARNOLD BERKOVITZ,
                                 Defendants-Appellants.
                     ____________
           Appeal from the United States District Court
      for the Northern District of Illinois, Eastern Division.
     No. 99 C 4334—Sidney I. Schenkier, Magistrate Judge.
                         ____________
    ARGUED JUNE 5, 2002—DECIDED FEBRUARY 25, 2003
                     ____________


 Before FLAUM, Chief Judge, and DIANE P. WOOD and
WILLIAMS, Circuit Judges.
  WILLIAMS, Circuit Judge. After Chemetall GMBH ac-
quired the assets of Morton International, Joseph T. Fraval
left Morton and formed a competing company, Zr Ener-
gy, Inc. Chemetall sued Fraval for breach of his agree-
ment with Morton to not use or disclose its confidential
information. A jury found in favor of Chemetall. Fraval
appeals the district court’s denial of his motion to dis-
miss Chemetall’s breach of contract claim, which the court
treated as a motion for summary judgment, and chal-
lenges certain of the court’s evidentiary rulings and jury
instructions. Chemetall claims that the district court’s
2                                            No. 01-3707

denial of Fraval’s pretrial motion is unreviewable on
appeal. We agree with Fraval that because the motion
raised purely legal questions, we may review it on ap-
peal. Nevertheless, we conclude that the motion was prop-
erly denied and finding no other error, affirm the judg-
ment of the district court.


                   I. BACKGROUND
  Fraval was employed by Morton International (and its
predecessors), where for 20 years he was involved in the
production and marketing of zirconium powder, a chem-
ical used in various pyrotechnic applications, including
automobile air bags. Fraval signed an Employee Trade
Secret Agreement with Morton in which he promised not
to reveal confidential information regarding “improve-
ments, inventions or know-how relating to” Morton’s
business. The agreement was to be effective during and
after his employment and was to “inure to the benefit of
[Morton’s] successors and assigns.”
  Morton later sold its zirconium powder business to
Chemetall. The Asset Purchase Agreement between
Chemetall and Morton required Morton to keep secret
the assets and information acquired by Chemetall and to
have its employees undertake equivalent secrecy obliga-
tions. Three years after the sale, Fraval left Morton and,
with Arnold Berkovitz, formed Zr Energy to produce and
market zirconium powder.
  Chemetall’s amended complaint alleged that Fraval
breached his confidentiality agreement with Morton, now
enforceable by Chemetall by reason of its acquisition of
Morton’s zirconium powder business. It also alleged that
No. 01-3707                                                  3

Fraval, Berkovitz, and Zr Energy1 wilfully and unlawfully
misappropriated trade secrets Chemetall acquired from
Morton.2 In response to the amended complaint, Fraval
moved to dismiss the breach of contract count for failure
to state a claim under Rule 12(b)(6). The court denied
the motion, which it treated as one for summary judg-
ment under Rule 56 because Fraval relied on material
outside of the complaint, namely, his Employee Trade
Secret Agreement with Morton and the Morton/Chemetall
Asset Purchase Agreement.
  At trial, after Chemetall presented its evidence, Fraval
moved for judgment as a matter of law on the trade se-
cret and contract claims, arguing that there was insuffi-
cient evidence that the process used by Zr Energy was
derived from the process used at Morton. The district
court denied that motion. Later, at the close of evidence,
Chemetall moved for judgment as a matter of law on its
breach of contract claim on the grounds that the intent
of the parties was clear and that the issue of contract
interpretation could be decided by the court. The court
denied this motion as well, concluding that the jury
should be allowed to decide the issue of the parties’ intent
to assign to Chemetall the right to enforce Fraval’s Em-
ployee Trade Secret Agreement. After the jury returned
a verdict in favor of Chemetall on both claims, Fraval
again moved for judgment as a matter of law, this time
arguing there was insufficient evidence to show that the
duty of confidentiality he owed to Morton was transferred
to Chemetall. The court denied the motion, holding that
Fraval waived the issue by not making a motion on this


1
  For simplicity, we will refer to the various defendants as
“Fraval.”
2
  Other claims brought by Chemetall were dismissed before
the case was submitted to the jury and are not at issue in this
appeal.
4                                                    No. 01-3707

basis before the case was submitted to the jury, and en-
tered judgment in favor of Chemetall.


                         II. ANALYSIS
A. Breach of Contract
  On appeal, Fraval argues that the relevant contracts
preclude Chemetall’s claim that Fraval owed it an obliga-
tion of confidentiality. Fraval asks us to review the dis-
trict court’s denial of his Rule 12(b)(6) motion to dismiss
Chemetall’s contract claim, which raised this argument.
Chemetall responds that the court treated this motion
as one for summary judgment, that a court’s denial of
such a motion is unreviewable on appeal, and that Fraval
waived the argument by not making it in his motions
for judgment as a matter of law during and after trial.3
  The district court treated Fraval’s motion as one for
summary judgment because Fraval attached to his motion
the Employee Trade Secret Agreement and the Chemetall/
Morton Asset Purchase Agreement. See Fed. R. Civ. P.
12(b) (if, on a motion to dismiss for failure to state a claim,
a party relies on matters outside the pleading, “the mo-
tion shall be treated as one for summary judgment and
disposed of as provided in Rule 56”).4 But whether the


3
  Fraval’s motions during and after trial challenged the suffi-
ciency of the evidence; Fraval does not appeal the district court’s
denial of those motions.
4
  The court need not have treated the motion as one for sum-
mary judgment because it confined its analysis to the two con-
tracts, the authenticity of which was not in doubt and which
were referenced in Chemetall’s complaint and central to its
breach of contract claim. See Levenstein v. Salafsky, 164 F.3d
345, 347 (7th Cir. 1998) (“ ‘[D]ocuments attached to a motion to
                                                   (continued...)
No. 01-3707                                                           5

motion was analyzed under Rule 12(b)(6) or Rule 56, the
issue was one of contract interpretation: whether the
written contracts precluded an assignment to Chemetall
of Fraval’s confidentiality agreement with Morton. Be-
cause this issue did not depend on an evaluation of the
sufficiency of the evidence, we think the ordinary ration-
ale for declining to review a denial of summary judg-
ment does not apply in this case.
  The general rule in this circuit and elsewhere is that,
after a trial on the merits, the court of appeals will not
review the district court’s earlier denial of a motion for
summary judgment. See Watson v. Amedco Steel, Inc., 29
F.3d 274, 277 (7th Cir. 1994) (citing Black v. J.I. Case Co.,
22 F.3d 568, 570-71 (5th Cir. 1994); Johnson Int’l Co. v.
Jackson Nat’l Life Ins. Co., 19 F.3d 431, 434 (8th Cir.
1994); Lama v. Borras, 16 F.3d 473, 476 n.5 (1st Cir.
1994); Whalen v. Unit Rig, Inc., 974 F.2d 1248, 1250-51
(10th Cir. 1992); Bottineau Farmers Elevator v. Wood-
ward-Clyde Consultants, 963 F.2d 1064, 1068 n.5 (8th Cir.
1992); Jarrett v. Epperly, 896 F.2d 1013, 1016 (6th Cir.
1990); Holley v. Northrop Worldwide Aircraft Servs., Inc.,
835 F.2d 1375, 1377-78 (11th Cir. 1988); Locricchio v. Legal
Servs. Corp., 833 F.2d 1352, 1358-59 (9th Cir. 1987); Glaros
v. H.H. Robertson Co., 797 F.2d 1564, 1573-74 & n.14
(Fed. Cir. 1986)). This is because a denial of summary
judgment is a prediction that the evidence will be sufficient
to support a verdict in favor of the nonmovant. Watson,
29 F.3d at 277. Once the trial has taken place, our focus
is on the evidence actually admitted and not on the earlier


4
   (...continued)
dismiss are considered part of the pleadings if they are referred
to in the plaintiff ’s complaint and are central to his claim’ ”) (quot-
ing Wright v. Associated Ins. Cos., 29 F.3d 1244, 1248 (7th Cir.
1994)); Venture Assocs. Corp. v. Zenith Data Sys. Corp., 987 F.2d
429, 431 (7th Cir. 1993).
6                                               No. 01-3707

summary judgment record. Id.; Johnson Int’l, 19 F.3d
at 434; Locricchio, 833 F.2d at 1359. “After trial, the mer-
its should be judged in relation to the fully-developed rec-
ord emerging from that trial. . . . We will not at that point
step back in time to determine whether a different judg-
ment may have been warranted on the record at sum-
mary judgment.” Watson, 29 F.3d at 278 (citation omit-
ted). Therefore, in order to preserve for appeal a challenge
to the sufficiency of the evidence, the challenge must
be raised in a Rule 50(a) motion for judgment as a matter
of law before the case is submitted to the jury. Id. at 279;
see also Hudak v. Jepsen of Ill., 982 F.2d 249, 250 (7th Cir.
1992); Rogers v. ACF Indus., Inc., 774 F.2d 814, 818 (7th
Cir. 1985); Ed Houser Enters., Inc. v. Gen. Motors Corp.,
595 F.2d 366, 371 (7th Cir. 1978).
  But when, as in this case, the court’s denial of summary
judgment is not based on the adequacy of the evidence, the
justification we just described does not apply. Rekhi v.
Wildwood Indus., Inc., 61 F.3d 1313, 1318 (7th Cir.
1995); see Gramercy Mills, Inc. v. Wolens, 63 F.3d 569, 571-
72 (7th Cir. 1995); Ruyle v. Cont’l Oil Co., 44 F.3d 837, 842
(10th Cir. 1994) (noting “critical distinction between sum-
mary judgment motions raising the sufficiency of the
evidence to create a fact question for the jury and those
raising a question of law that the court must decide”); White
Consol. Indus., Inc. v. McGill Mfg. Co., Inc., 165 F.3d
1185, 1189-90 (8th Cir. 1999). For example, in Rekhi, we
held that the defense of res judicata was not mooted by
the district court’s denial of summary judgment:
    [T]he principle that an order denying summary
    judgment is rendered moot by trial and subsequent
    judgment on the merits is intended for cases in
    which the basis for the denial was that the par-
    ty opposing the motion had presented enough
    evidence to go to trial. Defenses are not extin-
    guished merely because presented and denied at
No. 01-3707                                              7

   the summary judgment stage. If the plaintiff goes
   on to win, the defendant can reassert the defense
   on appeal.
61 F.3d at 1318. Other circuits have likewise reviewed
on appeal a district court’s denial of a motion for sum-
mary judgment in cases in which the motion raised legal
issues other than the sufficiency of the evidence. See Rose
v. Uniroyal Goodrich Tire Co., 219 F.3d 1216, 1221 n.3
(10th Cir. 2000) (contract interpretation); White Consol.
Indus., 165 F.3d at 1189-90 (8th Cir. 1999) (same);
Pennbarr Corp. v. Ins. Co. of N. Am., 976 F.2d 145, 149-55
(3d Cir. 1992) (same) (reversing denial of motion for
summary judgment after trial); Pavon v. Swift Transp. Co.,
192 F.3d 902, 906 (9th Cir. 1999) (res judicata); United
Techs. Corp. v. Chromalloy Gas Turbine Corp., 189 F.3d
1338, 1344 (Fed. Cir. 1999) (res judicata) (reversing judg-
ment after trial); McPherson v. Kelsey, 125 F.3d 989, 995
(6th Cir. 1997) (governmental immunity); Ruyle, 44 F.3d
837, 841-42 (collateral estoppel).
  The Fourth Circuit, however, has rejected any distinc-
tion between factual and legal issues like the one we
drew in Rekhi, holding that in either case, review of the
district court’s denial of summary judgment is barred
after trial. See Chesapeake Paper Prods. Co. v. Stone &
Webster Eng’g Corp., 51 F.3d 1229, 1236 (4th Cir. 1995).
The court reasoned that it is often difficult to determine
in a particular case whether the basis for the district
court’s denial of the motion was legal or factual and that
the legal issue can be preserved for appeal by raising it
in a motion for judgment as a matter of law under Rule
50. Id. We think this reasoning has merit in cases in
which the basis for the court’s denial of summary judg-
ment may be difficult to discern, and therefore prudent
counsel would do well to preserve the issue in a Rule 50
motion. See Wolfgang v. Mid-America Motorsports, Inc., 111
F.3d 1515, 1521-22 (10th Cir. 1997). But if the legal ques-
8                                               No. 01-3707

tion can be separated from the factual one, then we see
no bar to reviewing the legal question notwithstanding
the party’s failure to raise it in a motion for judgment as
a matter of law at trial. See Gramercy Mills, Inc. v.
Wolens, 63 F.3d 569, 571-72 (7th Cir. 1995) (appellate
review of choice of law issue is appropriate because it
is sufficiently distinct from determination of whether
there are disputed issues of fact adequate to support
a verdict); White Consol. Indus., 165 F.3d at 1189-90;
Ruyle, 44 F.3d at 841 (“A party who properly raises an
issue of law before the case goes to the jury ‘need not
include the issue in a motion for a directed verdict in order
to preserve the question on appeal.’ ”) (quoting Landes
Constr. Co. v. Royal Bank of Canada, 833 F.2d 1365,
1370 (9th Cir. 1987)); Wilson v. Union Pac. R.R., 56 F.3d
1226, 1229 (10th Cir. 1095).5
  Chemetall does not contend that the issue raised by
Fraval was directed at the sufficiency of the evidence
but relies on Allahar v. Zahora, 59 F.3d 693, 695-96 (7th
Cir. 1995), in which we refused to review on appeal the
court’s denial of summary judgment based on a res judicata
defense. In Rekhi, however, we distinguished Allahar by
noting that the concerns animating that decision were
not at issue because the plaintiff in Rekhi did not ar-
gue that he was surprised by the res judicata defense
or that the district court was improperly deprived of
another chance to address the issue. See Rekhi, 61 F.3d
at 1318. As in Rekhi, we conclude that the concerns ad-


5
  For completeness, we also note that the Eighth Circuit, in
Metropolitan Life Insurance Co. v. Golden Triangle, 121 F.3d
351, 354 (8th Cir. 1997), had embraced the view expressed by
the Fourth Circuit in Chesapeake Paper Products Co. That
position was rejected two years later in White Consolidated
Industries, 165 F.3d 1185, 1190 (8th Cir. 1999), although the
inconsistency is not addressed in the later opinion.
No. 01-3707                                               9

dressed by the court’s refusal to review the denial of
summary judgment in Allahar—to avoid unfair surprise
and to give the district court an opportunity to correct its
own errors—do not apply in this case. Chemetall does not
claim it was surprised by Fraval’s continuing to assert
his contract interpretation argument and the parties and
the court were aware that the proper interpretation of
the contract remained a live issue. Fraval renewed its
arguments on this question during the conferences on jury
instructions and the court referenced these arguments
in denying Chemetall’s Rule 50(a) motion made at the
close of evidence. In that motion, Chemetall argued that
the proper interpretation of the contract was a matter of
law for the court, which gave the court the opportunity to
revisit the issue it had decided adversely to Fraval at
summary judgment.
  Turning to the merits of the breach of contract claim, the
parties agree that Illinois law applies. We review the
court’s interpretation of the contracts de novo, Shelby
County State Bank v. Van Diest Supply Co., 303 F.3d 832,
835 (7th Cir. 2002), and agree with the district court
that the question whether Chemetall acquired the right
to enforce Fraval’s duty of confidentiality could not be
decided based on the contracts alone and that the par-
ties were therefore entitled to present evidence on the is-
sue at trial.
  Fraval’s agreement with Morton was explicitly intended
to “inure to the benefit of [Morton’s] successors and as-
signs.” “An assignment of a right is a manifestation of
the assignor’s intention to transfer a particular right
by which the assignor’s right to performance is termi-
nated in whole or in part, and the assignee acquires the
right.” Bd. of Managers of Medinah on the Lake v.
Bank of Ravenswood, 692 N.E.2d 402, 405 (Ill. App. Ct.
1998) (citing RESTATEMENT (SECOND) OF CONTRACTS
§ 317(1) (1981); Season Comfort Corp. v. Ben A. Borenstein
10                                              No. 01-3707

Co., 655 N.E.2d 1065 (Ill. App. Ct. 1995)). The intent of
the parties is a “ ‘question of fact to be derived not only
from the instrument executed by the parties, but also
from the surrounding circumstances.’ ” Young v. Chicago
Fed. Sav. & Loan Ass’n, 535 N.E.2d 977, 979 (Ill. App. Ct.
1989) (quoting Klehm v. Grecian Chalet, Ltd., 518 N.E.2d
187, 191 (Ill. App. Ct. 1987)).
  Fraval relies on two provisions of the Morton/Chemetall
Asset Purchase Agreement that identify assets excluded
from the sale. First, Fraval points to paragraph 9.13,
which, he argues, excludes his Employee Trade Secret
Agreement from the sale to Chemetall:
     No employee of Seller shall become an employee
     of Purchaser as a result of this transaction and
     Purchaser shall not assume any liability or obliga-
     tion with respect to any employee of Seller, includ-
     ing, but not limited to, any employment or con-
     sulting agreement entered into by Seller.
We do not read this provision as negating an assignment
to Chemetall of the right to enforce Fraval’s confiden-
tiality obligation. As applied to the Trade Secret Agree-
ment, paragraph 9.13 means that Chemetall declined to
assume Morton’s obligations (that Chemetall declined to
become his employer, for example), but it says nothing
about whether Chemetall acquired Morton’s rights—rights
that are, according to the Trade Secret Agreement, assign-
able by Morton.
  Second, paragraph 2(i) of the Asset Purchase Agree-
ment generally excludes any assets not listed in the Agree-
ment, and according to Fraval, his Trade Secret Agree-
ment was not contained on the list of included assets.
Confidential information relating to the acquired assets
was, however, expressly included in the sale to Chemetall,
and the obligations of Morton and its employees with
respect to that information was also referenced in the
Purchase Agreement:
No. 01-3707                                                 11

    18(a) After the Closing, Seller shall keep secret
    and retain in strictest confidence, and shall not
    use for the benefit of itself or others any of the
    subject Assets or information pertaining thereto
    and shall not disclose such information to anyone
    outside of the Purchaser. . . .
    (b) All of Seller’s employees who have been active
    in the Business, at any time before the Closing
    Date, shall be bound to a secrecy undertaking in
    accordance with paragraph 18(a).
These terms do not conclusively establish the parties’ in-
tent with respect to Fraval’s pre-existing confidentiality
agreement; nevertheless, we think the terms are consis-
tent with an intent to preserve those obligations for the
benefit of Chemetall. We therefore agree with the district
court that these terms do not foreclose an intent to as-
sign Fraval’s confidentiality agreement to Chemetall.
Thus, the district court was correct to deny Fraval’s pre-
trial motion and allow evidence on the question of the
parties’ intent.6


B. Exhibit 150
  Fraval next claims that the court erred in excluding
Exhibit 150, a document that Fraval asserts is a 1974
memo by an employee of Hughes Aircraft. The memo
describes a visit to a facility of Morton’s predecessor
(Ventron) by representatives of the United States gov-
ernment, Hughes Aircraft, and others involved in a De-
partment of Defense project that used zirconium powder.


6
  Chemetall introduced evidence at trial that both Morton and
Chemetall intended that the confidentiality agreement be as-
signed, and as noted above, Fraval is not challenging on appeal
the sufficiency of that evidence.
12                                               No. 01-3707

The document was addressed to various individuals
who attended the meeting and also contained a handwrit-
ten notation routing the document to Dr. Donald Smith.
Dr. Smith, who attended the 1974 meeting, was retained
by Chemetall as an expert witness in this case and the
document, with the handwritten notation, was obtained
during discovery from his files. Fraval sought to intro-
duce the memo to show that the process for producing
zirconium powder was not confidential and was in fact
publicly disclosed.
  The district court held that the document was not au-
thenticated and excluded it, a ruling we review for abuse
of discretion. See United States v. Kairys, 782 F.2d 1374,
1379 (7th Cir. 1986). Documents are authenticated by
evidence “sufficient to support a finding that the matter
in question is what its proponent claims.” Fed. R. Evid.
901(a). The Rule identifies the following evidence as
sufficient to authenticate “ancient documents”:
     Evidence that a document . . . (A) is in such con-
     dition as to create no suspicion concerning its
     authenticity, (B) was in a place where it, if authen-
     tic, would likely be, and (C) has been in existence
     20 years or more at the time it is offered.
Fed. R. Evid. 901(b)(8). Dr. Smith was not identified as
a recipient in the typed distribution list on the document,
and was unable to say who sent him the document or
how it came to be in his files. Without his name on the
original distribution list, and without knowing the source
of the handwritten notation and when it was added, or
the source of Smith’s copy of the document, it was reason-
able for the district court to conclude that Dr. Smith’s
files were not where one would expect to find an au-
thentic copy of the document. See Dartez v. Fibreboard
Corp., 765 F.2d 456, 464 (5th Cir. 1985) (court did not
abuse discretion in excluding corporation’s correspon-
No. 01-3707                                             13

dence not found in the corporation’s files). We therefore
find no abuse of discretion, even though a contrary con-
clusion on this evidence might also have been reasonable.
See United States v. Manos, 848 F.2d 1427, 1429 (7th
Cir. 1988) (“an abuse of discretion only occurs where no
reasonable person could take the view adopted by the
trial court”).


C. The Jury Instructions
  The district court instructed the jury that, in order
to prevail on its breach of contract claim, Chemetall had
to prove that it was entitled to enforce Fraval’s confiden-
tiality obligation with Morton:
   [P]laintiff must prove that there was an intent
   for plaintiff to become the assignee or successor
   to that confidentiality obligation. Intent may be
   proven by direct or circumstantial evidence.
   Fraval makes three challenges to this instruction, none
of which merits extended discussion. First, Fraval as-
serts that on the question of whether his trade secret
agreement was assigned to Chemetall, the Asset Pur-
chase Agreement was parol evidence and the court’s
instruction improperly allowed the jury to consider it. We
have our doubts whether this challenge was properly
preserved, but in any event, the Asset Purchase Agree-
ment was not improper parol evidence because it was
not offered to shed light on the meaning of Fraval’s Trade
Secret Agreement, but rather as evidence of whether
that agreement was in fact assigned to Chemetall as part
of the sale. Because the Asset Purchase Agreement was
evidence of whether the parties intended such an assign-
ment, there was no error in allowing the jury to consider
it. See Young, 535 N.E.2d at 979 (intent may be proved
by the “instrument executed by the parties” to the assign-
ment and by the surrounding circumstances).
14                                             No. 01-3707

  Second, Fraval argues that the instruction allowed the
jury to find an assignment even though Morton retained
some of the rights under its agreement with Fraval, and
that such a partial assignment is invalid. This is plainly
incorrect; an assignor may transfer some or all of its
rights, see Klehm, 518 N.E.2d at 191, and if only part of
a right is transferred, that part may be enforced by the
assignee as if it were a separate right. See RESTATEMENT
(SECOND) CONTRACTS § 326. Morton could thus retain the
right to enforce Fraval’s duty to maintain the secrecy of
information relating to assets not transferred to Chemetall,
and assign to Chemetall the right to enforce the duty
for information relating to the assets sold. Such an as-
signment had no effect on Fraval’s performance; after
the assignment his obligation remained the same as it
was before—to maintain the confidentiality of informa-
tion relating to both types of assets. See RESTATEMENT
(SECOND) CONTRACTS § 317 (assignment of right permitted
unless the substitution of the assignee would materially
change the duty of the obligor).
   Third, Fraval contends that the instruction would allow
the jury to find an assignment even though Fraval’s
agreement was in the form of a personal services con-
tract. This argument is based on the principle that a
contracting party’s duty to perform may not be delegated
if the person to whom performance is owed has a substan-
tial interest in having it performed by a particular per-
son, as in a personal services contract. See Arthur Linton
Corbin, 9 CORBIN ON CONTRACTS § 865 at 389-90 (interim
ed. 2002); RESTATEMENT (SECOND) CONTRACTS § 318. Here,
however, there was no assignment of Fraval’s duty of
performance but only of Morton’s right to enforce that
duty. See Olson v. Etheridge, 686 N.E.2d 563, 567
(Ill. 1997) (making distinction between assignment of
right and delegation of duty). As we noted above, Fraval’s
performance was in no way affected by the identity of
No. 01-3707                                             15

the party entitled to enforce that performance, so the
jury instruction was not infirm for failing to distinguish
personal services contracts.


                   III. CONCLUSION
  We find no error sufficient to disturb the jury’s verdict
in favor of Chemetall on its breach of contract claim.
Defendants’ other issue on appeal, which seeks a new
trial on the trade secret claim, depends on our setting
aside the verdict on the breach of contract claim. We
therefore need not consider the issue. The judgment of
the district court is AFFIRMED.

A true Copy:
      Teste:

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




                  USCA-02-C-0072—2-25-03
