United States Court of Appeals For the Seventh Circuit ____________________ Nos. 24-2481, 24-2500, 24-2575, & 24-2716 WILLIAM BROKAW PRICE, SHARON PRICE, and WINDFALL PROPERTIES, LLC, Plaintiffs-Appellants, Cross-Appellees,

v. CARRI SCHARF TRUCKING, INC., CARRI SCHARF MATERIALS COMPANY, and JOSEPH A. SCHARF, Defendants-Appellees, Cross-Appellants. ____________________

Appeals from the United States District Court for the Central District of Illinois. No. 1:19-cv-01162 — Michael M. Mihm, Judge. ____________________

ARGUED APRIL 15, 2025 — DECIDED JUNE 13, 2025 ____________________

Before EASTERBROOK, KOLAR, and MALDONADO, Circuit Judges. KOLAR, Circuit Judge. In 1997, plaintiff William Brokaw Price’s parents and defendant Carri Scharf Trucking, Inc. (CST) agreed to a contract for surface-level mining of sand, 2 Nos. 24-2481, 24-2500, 24-2575, & 24-2716 gravel, and topsoil on the Prices’ property. 1 When CST’s min- ing activity dwindled in the mid-2000s, Brokaw’s father Bill Price sent a letter instructing CST not to push accumulated stockpiles of sand into a lake that had formed on the property. As the end of the contract neared in 2010, Bill Price wrote CST about possible future plans for the property but passed away shortly thereafter. Several years later, Brokaw realized that the property still bore the marks of CST’s mining activity. This discovery set off an extended back-and-forth where Brokaw repeatedly de- manded CST perform its contractual duty to reclaim the prop- erty, CST eventually yielded, and Brokaw then insisted that CST’s reclamation activity trespassed on land that was never subject to the contract. After discussions broke down com- pletely, Brokaw (along with his wife Sharon Price and their LLC) sued CST for breach of contract. CST responded with a breach counterclaim based on the Prices’ trespass accusations. The Prices’ breach of contract claim proceeded to a jury; CST’s counterclaim did not. The first trial in the case was a mistrial. The second ended in a verdict for CST. Afterward, the district court denied the Prices’ motion for judgment as a matter of law. It also rejected CST’s request for attorney’s fees pursuant to a fee-shifting provision in the contract. The Prices now appeal on the merits, while CST cross-appeals on attor- ney’s fees.

1 The parties refer to the three defendants collectively and inter- changeably as “CST.” We follow their lead. Similarly, we call the three plaintiffs the Prices. Finally, the parties refer to William Brokaw Price as “Brokaw.” Nos. 24-2481, 24-2500, 24-2575, & 24-2716 3

We affirm in both respects. Contrary to the Prices’ reading, the parties’ contract does not set a firm deadline for reclama- tion, and its requirement that CST obey Bill Price’s “reasona- ble” instructions opens the door to a jury resolving factual dis- putes about the existence and nature of any such instructions. Thus, the case appropriately reached a jury, which had a suf- ficient basis for the verdict. As for attorney’s fees, the con- tract’s fee-shifting language benefits only a party that enforces the contract’s terms, so CST’s successful defense at trial does not trigger that provision. I. Background A. Factual History William Brokaw Price’s parents, Bill and Barbara Price, owned two adjacent parcels of land in McLean County, Illi- nois, which we will call the Property. One of the parcels, the aptly named Farm Tract, was primarily used for farming, alt- hough it also contained a house. The other was the Mining Tract, which held 8.25 million tons of high-quality under- ground sand and gravel. This material was ideal as aggregate for cement and concrete. To capitalize on this