Background
Botsch and Associates, CPA’s, LLC sued Blackfoot Properties, LLC in January 2024 for $6,514.25 in unpaid fees for preparing Blackfoot’s 2015 taxes. The parties disputed whether Blackfoot had authorized the tax work and whether it had agreed to Botsch’s engagement letter.
The engagement letter included a provision requiring that any claim arising from the engagement be commenced within one year after delivery of the work product. The White County circuit court denied Blackfoot’s dismissal motion, applied Illinois’s 10-year limitations period for written contracts, and later entered judgment for Botsch after a bench trial.
The Court’s Holding
The Illinois Appellate Court, Fifth District, reversed and dismissed the suit. Even assuming the engagement letter was a valid written contract, its one-year contractual limitations period barred Botsch’s 2024 claim for 2015 tax-preparation work.
The court rejected Botsch’s argument that the shortened period applied only to claims brought against Botsch. Applying the last-antecedent doctrine, the court read “against Botsch” as modifying only arbitration proceedings—not the earlier references to demands for money or services and lawsuits. The provision therefore covered Botsch’s fee claim against Blackfoot.
Key Takeaways
- Illinois parties may contract for a shorter limitations period than the period supplied by statute.
- The court construed the engagement letter’s one-year deadline to apply to both parties’ ordinary claims arising from the engagement.
- Because the suit was also filed outside the five-year period for an unwritten contract, the appellate court did not need to decide whether the engagement letter was validly executed.
Why It Matters
The decision illustrates that a contractual limitations clause may defeat a claim even where the claimant invokes the longer limitations period for written contracts. Contract drafters and litigants should assess the precise grammar and scope of such clauses before relying on statutory deadlines.