United States Court of Appeals For the Seventh Circuit ____________________ No. 23-2974 FULL CIRCLE VILLAGEBROOK GP, LLC, Plaintiff-Appellant, v. PROTECH 2004-D, LLC, et al., Defendants-Appellees. ____________________

Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 1:20-cv-07713 — Mary M. Rowland, Judge. ____________________

ARGUED SEPTEMBER 6, 2024 — DECIDED OCTOBER 16, 2024 ____________________

Before RIPPLE, SCUDDER, and ST. EVE, Circuit Judges. RIPPLE, Circuit Judge. Invoking the diversity jurisdiction of the district court, 1 Full Circle Villagebrook GP, LLC (“Full Circle”) brought this action against Protech 2004-D, LLC (“Protech”) and AMTAX Holdings 436, LLC (“AMTAX”) (re- ferred to collectively as “Limited Partners”), as well as Alden

1 See 28 U.S.C. § 1332(a)(1). 2 No. 23-2974 Torch Financial, LLC (“Alden” or “Alden Torch”). The com- plaint set forth claims under Illinois law, alleging a breach of contract and tortious interference with a contractual relation- ship. In due course, the district court granted Limited Part- ners’ and Alden’s motion for summary judgment. Full Circle filed a timely notice of appeal. 2 We now affirm the district court’s judgment. That court correctly held that the contract gave Full Circle no right to se- lect, unilaterally, an appraiser from the list of successors to the two entities whose lists had been agreed upon. BACKGROUND In 2005, Full Circle formed a partnership with Protech and AMTAX. Full Circle was the General Partner, while Protech and AMTAX were, respectively, the Special Limited Partner and the Investor Limited Partner. The partnership was formed to develop, own, and operate a large affordable hous- ing project in Carol Springs, Illinois. Alden Torch is a private equity group; it now controls the Limited Partners. The part- nership is governed by a contract that the parties refer to as the Second Amended and Restated Agreement of Limited Partnership (“LPA”). The parties agree that the contract should be interpreted under the law of Illinois. 3 The parties also agree that the partnership was created to take advantage of the Low-Income Housing Tax Credit (“LIHTC”), 4 which incentivizes private sector entities to 2 Our jurisdiction is secure under 28 U.S.C. § 1291. 3 The parties agree that Illinois law governs their agreement. R.1 ¶ 39; R.31 at 2. 4 26 U.S.C. § 42. No. 23-2974 3 invest in low-income housing. This partnership agreement is typical of arrangements utilized under the program: Limited Partners provide capital in exchange for tax credits, while the general partners are the developers on the project. The gen- eral partners typically have a small ownership stake but re- ceive fees and cash flow from the property. These LIHTC ar- rangements usually include an option under which the gen- eral partner can buy out the limited partners fifteen years into the project, at the end of the Compliance Period. 5 Here, Full Circle holds an ownership stake of only .001% but has an option to purchase the interests of the Limited Part- ners based on the fair market value of the property. To deter- mine that value, the option provision specifies that: The General Partner shall select one appraiser from LaSalle Bank National Association’s or Deutsche Bank Berkshire Mortgage’s approved list. … If, however Deutsche Bank Berkshire Mortgage or LaSalle Bank National Association do not have an approved list, the General Part- ner