Avanzalia Solar Sl V Goldwind Usa Inc
In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 23-1345
AVANZALIA SOLAR, S.L., et al.,
Plaintiffs-Appellants,
v.
GOLDWIND USA, INC.,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:20-cv-05035 — Matthew F. Kennelly, Judge.
____________________
ARGUED NOVEMBER 8, 2023 — DECIDED JULY 22, 2025
____________________
Before ROVNER, JACKSON-AKIWUMI, and PRYOR, Circuit
Judges.
JACKSON-AKIWUMI, Circuit Judge. Appellants, Avanzalia
Panamá and its indirect parent company Avanzalia Solar, in-
vested in and built a solar plant in Panama. For years, they
endeavored to connect that solar plant to an electrical substa-
tion needed to sell electricity. Their quest took them from Pan-
ama’s administrative agencies to our federal courts, where
their cause was lost on summary judgment. On appeal, they
2 No. 23-1345
ask us to resolve three questions: one, whether the district
court was correct to afford comity to a Panamanian adminis-
trative agency decision; two, whether the district court
properly applied collateral estoppel to bar claims related to
that decision; and three, whether the district court erred in
disposing of their tortious interference claims as a matter of
Illinois state law. We affirm on the first two questions and re-
mand for further proceedings on the third.
I
We recount the facts in the light most favorable to the solar
plant owners as the party opposing summary judgment. See
Johnson v. Edward Orton, Jr. Ceramics Found., 71 F. 4th 601, 609
(7th Cir. 2023).
A. Avanzalia’s Conflict with Goldwind
1. The Parties & Their Projects
The plaintiffs (together “Avanzalia”) are Avanzalia Pan-
amá, S.A., a Panamanian corporation that owns a large solar
power plant, and Avanzalia Solar, S.L., its Spanish affiliate
that invested in the construction of the plant. The defendant
is Goldwind USA, Inc., a Chinese-owned Delaware corpora-
tion that sells wind turbines and is headquartered in Chicago,
Illinois.
In 2010, Unión Eólica Panameña (“UEP”) began develop-
ing a large Panamanian wind farm, part of which would one
day include the El Coco substation (substations are facilities
that serve as a junction between electricity-generating stations
and consumers). Starting in 2012, UEP subdivided the wind
project into parcels owned by UEP, UEPI, and UEPII. That
process involved transferring UEP’s ownership of the
planned El Coco substation parcel to UEP Penonomé I
No. 23-1345 3
(“UEPI”), Goldwind’s Panamanian affiliate and alter-ego.
UEPI was established as a special-purpose vehicle to con-
struct the El Coco substation. In 2014, after the parcels were
split up, UEP, UEPI, and UEPII entered an agreement to limit
the access of other market agents, such as Avanzalia, to the El
Coco substation if that access would affect the substation’s ca-
pacity available to their own projects.
To broadly summarize the controversy here: In 2015,
Avanzalia sought to connect its own recently developed
power plant to the El Coco substation, which was the closest
and only authorized substation through which the plant
could connect to the national grid. To do so, it contacted UEP
under the assumption that UEP still owned the substation. As
alleged in Avanzalia’s complaint, Goldwind then tortiously
blocked Avanzalia’s access to the substation by directing
UEPI from Chicago to act in ways that violated Panamanian
law and prevented Avanzalia from selling electricity on the
open market and performing its own contractual obligations
as an electricity provider.
2. Panama’s Framework for the Provision of Electricity
Services
Autoridad de Servicios Públicos (“ASEP”) is the adminis-
trative agency that regulates public services, including elec-
tricity, in Panama. Panamanian law empowers ASEP to issue
regulations, manage regulation compliance, impose sanc-
tions, resolve conflicts, and issue orders and resolutions.
ASEP also issues “definitive licenses” to providers wishing to
build, operate, and generate electricity from power plants.
Empresa de Transmisión Eléctrica (“ETESA”) is Panama’s
government-run utility company tasked with managing the
4 No. 23-1345
nation’s power grid. Any entity seeking to connect to Pan-
ama’s grid must seek a “certificate of viability” from ETESA.
Entities seeking to connect to the grid through a substation
not owned by ETESA must complete the following process to
obtain a certificate: (i) send the substation owner electrical
studies showing the impact of the proposed connection on the
substation and grid, and execute a contract (an “access agree-
ment”) with the substation owner; (ii) submit the electrical
studies and the executed access agreement to ETESA; and (iii)
wait for ETESA to send the electrical studies to the substation
owner for comment. Panamanian regulations state that sub-
station owners with “remaining capacity” cannot reject a re-
quest for access, “except [when the requesting entity is] in
breach of the requirements set out in [the] [r]egulation[s].”
3. Avanzalia Endeavors to Establish a Power Plant
After a year spent consulting with an electrical engineer
and gathering the necessary paperwork, Avanzalia finally ob-
tained everything that it thought was necessary to operate its
power plant. That included a definitive license from ASEP
and a certificate of viability from ETESA. ETESA’s certificate
of viability required Avanzalia to connect its power plant to
the nation’s grid through the El Coco substation. So, in August
2015, with those documents in hand, Avanzalia reached out to
UEP hoping to negotiate an access agreement.
4. Avanzalia’s Endeavors Hit a Snag
That same month, UEP informed Avanzalia that it would
not grant the solar plant an access agreement because certain
regulatory requirements had been violated. Specifically, UEP
asserted that Avanzalia’s viability certificate was issued in er-
ror because ETESA failed to first confirm that Avanzalia
No. 23-1345 5
successfully obtained an access agreement from UEPI and
failed to send Avanzalia’s electrical studies to UEPI for com-
ment. Avanzalia countered that those requirements were not
necessary because ETESA had concluded that the substation
had “remaining capacity.” The following month, UEPI told
Avanzalia that it would need to provide UEPI with copies of
the missing electrical studies to move forward with an access
agreement.
B. Administrative Recourse and Ensuing Litigation
1. Foreign Administrative Proceedings
In early 2016, Avanzalia filed a complaint with ASEP seek-
ing the agency’s intervention in the brewing conflict.
Avanzalia and UEPI filed documents, ASEP held a hearing,
and UEPI argued that the diagram and electrical studies sub-
mitted by Avanzalia were outdated. UEPI also informed
ASEP that the substation was already using 270 of its 280-
megawatt capacity, which meant that the substation would
need new infrastructure and equipment to accommodate
Avanzalia’s 120-megawatt plant.
After nearly a year and a half of administrative arbitration,
ASEP issued an order in June 2017. The order required
Avanzalia to submit to UEPI a renewed request for substation
access, an updated diagram, and updated electrical studies.
The order also required UEPI to grant Avanzalia an access
agreement once Avanzalia met these requirements.
One month later, in July 2017, ASEP issued another order
setting deadlines for the parties to comply with its directives.
In this second order, ASEP concluded that regulations had in-
deed been violated because Avanzalia had not sent UEPI the
required electrical studies and had not obtained an access
6 No. 23-1345
agreement with UEPI before seeking a certificate from
ETESA.
After further objections from the parties, ASEP issued a fi-
nal order in October 2017. Two months later, in December
2017, Avanzalia and UEPI finally executed an access agree-
ment. By that time, Avanzalia’s viability certificate and defin-
itive license had lapsed and had to be renewed. Still, at long
last, Avanzalia was back on the path to selling electricity.
Meanwhile, Avanzalia, expecting to have its solar plant
running by January 2017, had entered into long-term power
purchasing agreements with five private clients. The first two
of these purchase agreements were executed before Avanzalia
officially secured an access agreement from UEPI, and the last
three were executed after, with the final one executed in July
2018.
2. Continued Conflict
Despite the progress described above, difficulties still
awaited Avanzalia. As alleged in Avanzalia’s complaint, UEPI
engaged in additional delay tactics that prevented Avanzalia
from connecting to the substation even after the parties exe-
cuted an access agreement. Those tactics included slow-walk-
ing the issuance of necessary construction contracts and
stalling construction by withholding necessary information
and refusing to approve Avanzalia’s designs in a timely man-
ner.
Avanzalia was not able to connect its power plant to the El
Coco substation until May 2020, shortly after UEPI sold the
substation to an American energy company. Seven months
later, in January 2021, Avanzalia finally began selling electric-
ity from its plant through the substation.
No. 23-1345 7
3. District Court Proceedings
Avanzalia filed a two-count complaint in federal court to
recover damages stemming from Goldwind’s delays. The
complaint alleged that Goldwind tortiously interfered with
Avanzalia’s commercial activity by preventing Avanzalia
from doing the following: selling its power project to Fisterra
Energy in January 2016, fulfilling its obligations under five
purchasing agreements, and selling power to other private cli-
ents and customers who would have purchased electricity
from Avanzalia on the open spot market, where all remaining
power is sold.
Goldwind moved for summary judgment. It made two ar-
guments about its conduct after the parties entered the access
agreement. First, Goldwind insisted Avanzalia was required
to exhaust its administrative remedies with ASEP before pro-
ceeding to federal court. Second, Goldwind challenged the
sufficiency of Avanzalia’s evidence on all but one of the ele-
ments of Avanzalia’s tortious interference claims. As for its
conduct that predated the access agreement, Goldwind ar-
gued that the doctrine of issue preclusion barred Avanzalia’s
claims because ASEP had determined that Goldwind’s delays
were justified.
The district court concluded that no reasonable jury could
find in favor of Avanzalia on either of its claims. Specifically,
the court decided Avanzalia could not satisfy the Illinois state
law requirement that a plaintiff claiming intentional interfer-
ence with an expectancy or contract show that the defendant’s
actions were directed at a third party. And the court deter-
mined that the findings in ASEP’s July 2017 order were bind-
ing on the court and had preclusive effect with respect to
Avanzalia’s pre-access agreement claims. So, although the
8 No. 23-1345
court found that Goldwind had waived its first argument
(that Avanzalia had not exhausted administrative remedies
with the ASEP before proceeding to federal court), Goldwind
prevailed on its second and third arguments. The court
granted summary judgment to Goldwind.
II
On appeal, Avanzalia raises three issues, some of which
contain sub-issues. First, was the district court correct to af-
ford comity to a Panamanian administrative agency’s deci-
sion? This includes questions about (a) the appropriate stand-
ard of review, (b) whether Avanzalia presented sufficient evi-
dence of fraud to preclude recognition of ASEP’s order, and
(c) whether fraud necessarily precludes such recognition. Sec-
ond, did the district court properly apply collateral estoppel
to bar claims related to ASEP’s decision? Third, did the dis-
trict court err in granting summary judgment on Avanzalia’s
tortious interference claims? This raises questions about (a)
whether the district court considered an impossibility theory
of interference under Restatement (Second) of Torts § 766A,
and (b) whether the district court properly concluded that
Avanzalia failed to show interference under Restatement
§ 766. We address each issue in turn.
A. Comity
“Comity is a doctrine of deference based on respect for the
judicial decisions of foreign sovereigns [and U.S. states, which
are quasi-sovereigns]. When the foreign judiciary is respected
… and the rule on which the finding sought to be given pre-
clusive effect is based doesn’t offend a strong U.S. policy, the
federal courts should defer to that finding.” United States v.
Kashamu, 656 F.3d 679, 683 (7th Cir. 2011) (collecting cases).
No. 23-1345 9
Like the district court, we conclude that public policy is not
offended by ASEP’s order and deference to that order was
due.
1. Standard of Review
The parties do not agree on the standard of review.
Avanzalia argues that the standard for reviewing a district
court’s decision to apply comity to a foreign ruling is de novo.
Goldwind argues that the standard is abuse of discretion.
“Traditionally, decisions on ‘questions of law’ are ‘review-
able de novo,’ decisions on ‘questions of fact’ are ‘reviewable
for clear error,’ and decisions on ‘matters of discretion’ are ‘re-
viewable for ‘abuse of discretion.’” Highmark, Inc. v. Allcare
Health Mgmt. Sys., Inc., 572 U.S. 599, 563 (2014) (quoting Pierce
v. Underwood, 487 U.S. 552, 558 (1988)). Both parties agree that
“comity is a matter of discretion.” So we review a district
court’s decision to afford comity to a foreign ruling for abuse
of discretion. Ingersoll Mill. Mach. Co. v. Granger, 833 F.2d 680,
688 (7th Cir. 1987). But that does not mean that the district
court’s legal determinations on this question are free from re-
view. Koon v. United States, 518 U.S. 81, 100 (1996) (“The abuse-
of-discretion standard includes review to determine that the
discretion was not guided by erroneous legal conclusions.”).
After all, “an error of law is necessarily an abuse of discre-
tion.” Tsareff v. ManWebServices, Inc., 794 F.3d 841, 848 (7th Cir.
2015).
2. We Need Not Reach Whether Fraud Precludes Recogni-
tion of a Foreign Judgment
As noted above, Avanzalia contends that comity must not
be applied to foreign judgments procured by fraud. In Hilton
v. Guyot, the Supreme Court first addressed the recognition of
10 No. 23-1345
foreign judgments as a matter of “general” federal common
law, concluding that the merits of a valid judgment rendered
in a foreign court cannot be re-litigated if there is nothing to
show, among other things, fraud in procuring the judgment.
159 U.S. 113, 163 (1895).
Hilton was decided long ago, but we still have not resolved
the question of whether federal courts must refuse to afford
comity to any prior foreign judgment procured by fraud, or
whether courts simply have the discretion to do so. Some of
our sister circuits have refused to afford comity to any prior
foreign judgment procured by fraud. See, e.g., Derr v. Swarek,
766 F.3d 430, 438 (5th Cir. 2014) (quoting Hilton’s discussion
of “fraud in procuring the judgment” and describing it as an
“exception[] to recognition of a valid foreign judgment”).
Other circuits appear to allow district courts, in their discre-
tion, to decline to recognize foreign judgments obtained by
fraud. See, e.g., Wilson v. Marchington, 127 F.3d 805, 810 (9th
Cir. 1997) (“[A] federal court may, in its discretion, decline to
recognize and enforce a tribal judgment on equitable
grounds, including the following circumstances: (1) the judg-
ment was obtained by fraud ….”); see also Turner Ent. Co. v.
Degeto Film GmbH, 25 F.3d 1512, 1519 (11th Cir. 1994) (describ-
ing “whether the judgment was rendered via fraud” as one of
several “[g]eneral comity concerns”).
Ultimately, we need not resolve this issue because each of
Avanzalia’s theories of fraud fail for the reasons discussed be-
low.
No. 23-1345 11
3. Avanzalia Did Not Present Sufficient Evidence of Fraud
to Prevent Comity
Avanzalia’s only argument against affording comity to
ASEP’s order is that the order was procured by Goldwind’s
fraudulent representations. To that end, Avanzalia sketches
four theories of fraudulent representations and omissions:
first, UEPI misrepresented that new solar and wind projects
were going to begin or had already begun construction, leav-
ing no room for Avanzalia’s project; second, UEPI misrepre-
sented that the new projects already had access agreements;
third, UEPI failed to inform ASEP that UEPI was already in
possession of Avanzalia’s original electrical studies; and
fourth, UEPI failed to inform ASEP about the existence of its
2014 agreement with UEPI and UEPII to limit access to the El
Coco substation. But for one reason or another—whether
waiver, irrelevance, or because the district court did not abuse
its discretion in rejecting the theory—none of these four theo-
ries changes Avanzalia’s fortunes with respect to the comity
question.
The first and second alleged misrepresentations are re-
lated. Avanzalia asserts that UEPI fraudulently misrepre-
sented that new power projects were going to begin construc-
tion in 2017 and had already secured access agreements to the
El Coco substation, which meant that the substation could not
accommodate Avanzalia’s connection. But Avanzalia’s con-
tentions before the district court were limited to one para-
graph, in stark contrast to the several pages Avanzalia has de-
voted to them on appeal. See Puffer v. Allstate Ins. Co., 675 F.3d
709, 718 (7th Cir. 2012) (observing rule that “raising an issue
in general terms is not sufficient to preserve specific argu-
ments that were not previously presented”). And Avanzalia
12 No. 23-1345
merely cited the statements it believed were misrepresenta-
tions without any meaningful argument to the district court
about why the statements were misrepresentations or mate-
rial.
Moreover, the district court rightly rejected the limited ar-
gument that Avanzalia presented for two reasons. One,
Avanzalia, not UEPI, was the party to provide ASEP with the
information Avanzalia says was fraudulent. In other words,
Avanzalia did not show a statement by UEPI, much less a
fraudulent one. And two, the alleged false statements were ei-
ther true or not dispositive to ASEP’s decision. There were in-
deed new plants that were licensed to connect to the El Coco
substation. And those new plants were only one of three rea-
sons, including changes to the “topology of the network,” that
ASEP cited for its decision to order updated electrical studies.
Also, the evidence Avanzalia provided to show that UEPI
misled ASEP regarding the anticipated construction of new
plants—that construction had not begun at the time of the
statement (March 2017) and had not concluded by 2021—is
insufficient to show that UEPI fraudulently misrepresented
its belief that the construction projects would begin in 2017.
Avanzalia complains that the district court misconstrued the
little information Avanzalia provided, but the district court
did not abuse its discretion in rejecting Avanzalia’s underde-
veloped argument about these two theories of fraud.
Avanzalia’s third theory of how UEPI fraudulently pro-
cured a favorable ASEP ruling fares no better. Avanzalia as-
serts that UEPI neglected to tell ASEP that it already pos-
sessed Avanzalia’s prior electrical studies. This theory falls
short for two reasons: waiver and irrelevance. First, we cannot
consider this theory because Avanzalia has merely asserted
No. 23-1345 13
that UEPI failed to tell ASEP this information. Avanzalia has
provided no argument that UEPI did so fraudulently. Cent.
States, Se. & Sw. Areas Pension Fund v. Midwest Motor Express,
Inc., 181 F.3d 799, 808 (7th Cir. 1999) (“Arguments not devel-
oped in any meaningful way are waived.”). Moreover, even if
we accept that UEPI already had the electrical studies by the
time of the June 2017 order and fraudulently concealed that
information, that would not carry the day for Avanzalia be-
cause UEPI’s failure to reveal this information is irrelevant to
whether the July 2017 ASEP order was procured by fraud. Re-
call, ASEP issued an order in June 2017 requiring Avanzalia
to, among other things, provide UEPI with updated electrical
studies. Then, a month later, ASEP issued another order set-
ting deadlines and concluding that Avanzalia had violated
regulations by not originally sending UEPI the electrical stud-
ies and by seeking a certificate from ETESA before first ob-
taining an access agreement from UEPI. The June order
would have likely still been issued even if ASEP knew that
UEPI had the old electrical studies because updated electrical
studies were needed given that circumstances had changed
between the time Avanzalia first sought access and the time
that ASEP issued the order. And the July order would have
still been issued because—even setting aside the electrical
studies issue—Avanzalia violated the regulations by seeking
an ETESA certificate without first securing an access agree-
ment from UEPI. Therefore, we cannot say that UEPI’s failure
to tell ASEP that it already possessed Avanzalia’s prior elec-
trical studies fraudulently procured the July 2017 order to
which the district court afforded comity.
We come to Avanzalia’s fourth and final theory of how
UEPI fraudulently procured a favorable ASEP ruling:
Avanzalia contends UEPI failed to tell ASEP about an
14 No. 23-1345
agreement between the three UEP companies to limit other
market agents’ access to the El Coco substation. The theory
fails because it is irrelevant to the question of whether the or-
der was procured via fraud. Even assuming that the agree-
ment between the three UEP companies was unlawful and
contradicted UEPI’s reason for denying access to the substa-
tion, Avanzalia does not explain how that agreement barred
UEPI from executing an access agreement with Avanzalia
once Avanzalia satisfied all technical requirements. Indeed, at
that point, the regulations would require UEPI to enter into an
access agreement, meaning UEPI would have to simply eat
the cost of any contract damages arising out of the agreement
between the UEP companies. Further, to the extent Avanzalia
argues that Goldwind “procured a foreign judgment via
fraud” by lying about any issue during the foreign proceed-
ings, Avanzalia is mistaken. The lie must procure the foreign
judgment; the mere existence of an immaterial lie is not
enough.
B. Collateral Estoppel
We turn to whether the district court properly applied col-
lateral estoppel—also known as issue preclusion—to resolve
Avanzalia’s claim that Goldwind is liable for its alleged pre-
access agreement interference. We consider the question de
novo. Adair v. Sherman, 230 F.3d 890, 893 (7th Cir. 2000). And
like the district court, we take the parties’ lead in applying Il-
linois law to the question.
Under Illinois law, the doctrine of issue preclusion applies
when three elements are met:
(i) the issue decided in the prior adjudication is
identical to the issue in the current action;
No. 23-1345 15
(ii) the party against which preclusion is as-
serted was a party or in privity with a party to
the prior case; and
(iii) there was a final judgment on the merits in
the prior action.
See Nowak v. St. Rita High School, 757 N.E.2d 471, 478 (Ill. 2001).
Two additional requirements are key. One, the party against
whom issue preclusion is asserted must have litigated the is-
sue in the first proceeding. Two, the issue must have been nec-
essary to the decision in the first proceeding. Am. Fam. Mut.
Ins. Co. v. Savickas, 739 N.E.2d 445, 451 (Ill. 2000).
Here, the parties dispute only the first element: whether
the issue decided in the prior case is identical to the issue in
this action. Avanzalia contends the issues are not the same
and accuses Goldwind of misstating the scope of the ASEP
proceeding in arguing otherwise. Goldwind says the issues
are the same—namely, Avanzalia’s ground for relief before
both the ASEP and the district court was that UEPI unlawfully
delayed substation access.
Goldwind is correct. To prevail on either of its tortious in-
terference claims, Avanzalia must show that Goldwind—
through UEPI—engaged in an “unjustified” delay. See Wil-
liams v. Shell Oil Co., 18 F.3d 396, 402 (7th Cir. 1994) (articulat-
ing elements for Illinois tortious interference with contract
claim); F:A J Kikson v. Underwriters Labs., Inc., 492 F.3d 794, 800
(7th Cir. 2007) (articulating elements for Illinois tortious inter-
ference with an expectancy or contract). ASEP ruled that
Avanzalia must cure its regulatory breaches before obtaining
an access agreement with Goldwind. Given ASEP’s ruling
that Goldwind’s delay was “within [UEPI’s] right” in the
16 No. 23-1345
context of the Panamanian regulatory proceeding, Avanzalia
cannot show the delay was “unjustified” in the context of an
American tort.
Avanzalia offers a second reason it believes the issues in
the ASEP proceeding and in this court are not identical:
Avanzalia is pursuing a tort claim for damages in federal
court but was not pursuing the same in the ASEP proceedings.
This argument is unavailing because unlike claim preclusion,
issue preclusion does not require causes of action to be iden-
tical. As the name suggests, the question is whether issues
have been resolved, not whether specific claims were adjudi-
cated. See Mancuso v. Lahman, 2018 IL App (1st) 170185-U, ¶ 37
(“[W]hile [plaintiff] may not have had the chance to litigate
certain claims—the tortious-interference counts—he most cer-
tainly had the opportunity to litigate the issue of undue influ-
ence.… It just so happens that, in this case, that precluded is-
sue was the death knell of the tortious-interference counts
….”) (unreported); see also Creation Supply, Inc. v. Selective Ins.
Co. of Se., 51 F.4th 759, 765 (7th Cir. 2022) (discussing differ-
ence between issue preclusion and claim preclusion under Il-
linois law and observing that “an ‘issue’ for issue-preclusion
purposes is broader than a ‘claim’; an issue can be any ques-
tion of fact or law so long as it was material and controlling to
the underlying judgment”).
Avanzalia’s last attempt to convince us that the issues it
seeks to litigate are not identical to the those adjudicated by
ASEP relies on the “new evidence” exception to issue preclu-
sion. Specifically, Avanzalia points to the UEP companies’
2014 agreement, which Avanzalia discovered while litigating
this case. This argument fails for three reasons. One, for the
“new evidence” exception to apply “the litigant against
No. 23-1345 17
whom collateral estoppel is asserted must show that the ad-
ditional evidence was crucial to a proper resolution in the first
action and that he bore no responsibility for the absence of the
testimony or evidence in the prior adjudication.” Fred Olson
Motor Serv. v. Container Corp. of Am., 401 N.E.2d 1098, 1102 (Ill.
App. Ct. 1980). As explained above, Avanzalia has failed to
show that the UEP companies’ 2014 agreement to limit sub-
station access was relevant—let alone essential—to the ASEP
order. Two, Avanzalia claims ASEP’s procedures rendered the
proceeding fundamentally unfair because Avanzalia did not
discover the agreement in those proceedings. The district
court correctly put this argument to rest, explaining there is
no basis for considering the ASAP proceedings procedurally
unfair where “[t]he parties had ample opportunity over ap-
proximately twenty-one months to complete service of pro-
cess, develop their respective cases, submit documentary evi-
dence, file motions, and even appeal ASEP’s resolutions.”
Avanzalia Solar, S.L. v. Goldwind USA, Inc., 2023WL319135 at
*5 (N.D. Ill. Jan. 19, 2023). Three, Avanzalia suggests that be-
cause the ASEP proceedings were regulatory in nature and
not an “arbitration,” collateral estoppel was improper. But
that suggestion is misplaced because Illinois courts apply col-
lateral estoppel to administrative decisions. KT Winneburg,
LLC v. Roth, 168 N.E.3d 685, 693 (Ill. App. Ct. 2020).
In sum, the district court did not err in applying collateral
estoppel to issues that ASEP decided and Avanzalia sought to
relitigate in federal court.
C. The District Court Prematurely Granted Summary
Judgment
The final issue on appeal is the district court’s grant of
summary judgment in favor of Goldwind, which we review
18 No. 23-1345
de novo. White v. Woods, 48 F.4th 853, 861 (7th Cir. 2022). Sum-
mary judgment is appropriate only when “there is no genuine
dispute as to any material fact and the movant is entitled to
judgment as a matter of law.” Fed. R. Civ. P. 56(a). In as-
sessing whether there is any such dispute, we begin by sur-
veying Illinois law on tortious interference with contract. We
conclude that the district court considered only one of two
theories by which a plaintiff may prove tortious interference
under Illinois law. Although the district court correctly rea-
soned that Avanzalia could not prove tortious interference
under the one theory the court considered, we remand for the
court to assess whether summary judgment is also appropri-
ate under the other theory.
1. Illinois Law Recognizes Two Distinct Tortious Interfer-
ence Theories Here
Illinois recognizes two distinct theories under which a
plaintiff may prove tortious interference—both reflected in
the Restatement (Second) of Torts. Under Restatement § 766,
a plaintiff can prove the defendant induced a third party not
to perform the contract. Or, under § 766A, a plaintiff can
prove the defendant wrongfully prevented the plaintiff “from
performing the contract and, as a result, [the plaintiff] is una-
ble to require the third party to perform.” Scholwin v. Johnson,
498 N.E.2d 249, 255 (Ill. App. Ct. 1986) (adopting the impossi-
bility theory of tortious interference in § 766A); Havoco of Am.,
Ltd. v. Sumitomo Corp. of Am., 971 F.2d 1332, 1344–45 (7th Cir.
1992) (recognizing and adopting Scholwin and § 766A).
There is no dispute that the district court considered only
§ 766 in construing Avanzalia’s claim. The court did not apply
§ 766A or otherwise engage with the cases like Scholwin and
Havoco recognizing this second theory in Illinois. Instead, in
No. 23-1345 19
ruling that tortious interference always requires the defend-
ant to have directed conduct toward a third party, the district
court cited only cases requiring a showing of conduct directed
toward a third party under § 766. Avanzalia Solar, S.L. v. Gold-
wind USA, Inc., 2023WL319135 at *10 (N.D. Ill. Jan. 19, 2023)
(citing George A. Fuller Co. v. Chi. Coll. of Osteopathic Med., 719
F.2d 1326, 1330–32 (7th Cir. 1983), and McCoy v. Iberdrola Re-
newables, Inc., 760 F.3d 674, 686 (7th Cir. 2014)). It was error for
the district court to not consider the theory of tortious inter-
ference recognized in § 766A.
Goldwind attempts without success to distinguish the
cases applying § 766A in Illinois. Goldwind asserts that the
Havoco and Scholwin decisions involved conduct directed to-
ward a third party and that they did not endorse the impossi-
bility theory. But that is doubly wrong. The courts in those
cases never found that the conduct at issue in those cases was
directed toward third parties. And those decisions did en-
dorse the impossibility theory.
In Scholwin, an Illinois appellate court held that, although
tortious interference might “seem[] to require inducement of
the third party to breach the contract, … the cause of action is
broader and encompasses the situation in which the defend-
ant prevents the plaintiff from performing the contract and,
as a result, he is unable to require the third party to perform.”
498 N.E.2d at 255. The Scholwin court determined the plain-
tiff’s failure to plead conduct directed toward a third party
was “not fatal” because the plaintiff instead pled “facts show-
ing that the [defendant] intentionally prevented [plaintiff]
from performing the contract.” Id. at 256.
In Havoco, relying on Scholwin, our court stated that a de-
fendant is liable for tortious interference when the defendant
20 No. 23-1345
prevents the plaintiff’s performance. 971 F.2d at 1344. We af-
firmed the impossibility theory, concluding the defendant’s
“fraudulent conduct made it impossible for [the plaintiff] to
reach an agreement with [the third party] and thus retain the
contract.” Id. at 1344–45. We even expressly stated that “a tor-
tious interference claim in Illinois ‘encompasses the situation
in which the defendant prevents the plaintiff from performing
the contract.’” Id. (quoting Scholwin, 498 N.E.2d at 255).
On remand, the district court should consider § 766A in its
analysis of Avanzalia’s allegations that Goldwind made two
sets of performances impossible: (1) Avanzalia’s obligations
under its June 2019 access contract with ETESA, if its certifi-
cate from ETESA is best understood as a contract rather than
a license; and (2) Avanzalia’s obligations pursuant to its post-
access agreement private client purchase agreements. Section
766A does not apply to the following two items: Avanzalia’s
definitive license from ASEP (which Avanzalia has not shown
to be a contract) and Avanzalia’s expected sales on the open
spot market (which were expectancies rather than contracts).
Section 766B, much like § 766A does for contracts, allows
a plaintiff to succeed on a tortious interference claim without
showing that the defendant directed conduct toward a third
party when a defendant’s conduct prevents the others from
accruing or continuing an expectancy. Avanzalia argues that
the district court also erred in failing to apply this section, but
Avanzalia does not point us to any Illinois decision adopting
§ 766B and proffers only a skeletal argument about why Illi-
nois courts would recognize the theory. Without more, we
will not reach that question.
No. 23-1345 21
2. The District Court Did Not Err in Rejecting the Third-
Party Interference Theory
Finally, Avanzalia argues that it demonstrated an issue of
material fact about Goldwind’s conduct directed toward third
parties under § 766. Here, Avanzalia identifies those third par-
ties as ETESA, ASEP, Avanzalia’s private purchase clients,
and prospective open spot market customers. On appeal,
Avanzalia argues that Goldwind’s conduct satisfies each of §
766’s requirements. We can limit our review, however, to the
“directed toward” requirement, which is where Avanzalia’s
argument loses. See F.C. Bloxom Co. v. Tom Lange Co. Int’l, Inc.,
109 F.4th 925, 934 (7th Cir. 2024) (“When a district court enters
summary judgment on multiple independent grounds, rever-
sal is appropriate only if none of those grounds is supported
by the record.”).
Ultimately, for the same reasons as the district court, we
see no basis upon which to distinguish Avanzalia’s argument
from similar arguments we have rejected. In George A. Fuller,
the plaintiff argued that the defendants tortiously interfered
with subcontracts by not paying the plaintiff money owed for
work performed. 719 F.2d at 1332. We concluded that such
acts could not serve as the predicate of tortious interference
with the plaintiff’s subcontracts, since those alleged acts were
directed towards the plaintiff and not the third-party subcon-
tractors. Id. We concluded the same in McCoy, explaining that
the plaintiff’s claim failed under Illinois law because it did not
allege that the defendant interfered improperly by communi-
cating with the third party. 760 F.3d at 686. As in those cases,
Avanzalia has failed to demonstrate an issue of material fact
about whether Goldwind’s conduct satisfies § 766’s third
party “directed towards” requirement because Avanzalia
22 No. 23-1345
cannot show that Goldwind’s interfering actions or commu-
nications were “directed in the first instance at the third
part[ies].” Schuler v. Abbott Lab’ys, 639 N.E.2d 144, 148 (Ill.
App. Ct. 1993).
III
In an otherwise comprehensive opinion, the district court
did not consider whether Goldwind wrongfully prevented
Avanzalia from performing its contractual obligations in vio-
lation of § 766A. Accordingly, we VACATE the district court’s
grant of summary judgment and REMAND for further pro-
ceedings on that question alone. In all other respects, the judg-
ment is AFFIRMED.