2016 IL 119870



                                        IN THE
                               SUPREME COURT
                                           OF
                         THE STATE OF ILLINOIS



              (Docket Nos. 119870, 119871, 119872, 119873, 119874 cons.)

           J&J VENTURES GAMING, LLC, et al., Appellants, v. WILD, INC.
                (Accel Entertainment Gaming, LLC, et al., Appellees).


                            Opinion filed September 22, 2016.



        JUSTICE FREEMAN delivered the judgment of the court, with opinion.

        Chief Justice Garman and Justices Thomas, Kilbride, Burke, and Theis
     concurred in the judgment and opinion.

        Justice Karmeier took no part in the decision.



                                        OPINION

¶1       At issue in these consolidated appeals is whether the circuit courts have
     subject-matter jurisdiction to determine whether the location agreements between
     plaintiffs and defendants are valid and enforceable contracts that control the
     placement of video gaming terminals in defendants’ establishments. The appellate
     court held that the circuit courts lack subject-matter jurisdiction because the Illinois
     Gaming Board has exclusive authority over contracts for the placement of video
     gaming terminals. The appeals are before us pursuant to certificates of importance
     granted under article VI, section 4(c), of the Illinois Constitution of 1970 (Ill.
     Const. 1970, art. VI, § 4(c)) and Illinois Supreme Court Rule 316 (eff. Dec. 6,
     2006). We consolidated the appeals 1 and granted the Illinois Gaming Board leave
     to intervene. For the reasons that follow, we affirm the judgments of the appellate
     court.


¶2                                       BACKGROUND

¶3       In July 2009, the General Assembly enacted the Video Gaming Act (Act) (230
     ILCS 40/1 et seq. (West 2014)), which legalized the use of video gaming terminals
     as a new form of commercial gambling within certain licensed establishments,
     including bars, veterans organizations, fraternal organizations, and truck stops. As
     provided in the Act, the Illinois Gaming Board (Gaming Board or Board) 2 has
     jurisdiction over and shall supervise all video gaming operations governed by the
     Act. 230 ILCS 40/78 (West 2014). The Board also has all powers necessary and
     proper to effectively execute the provisions of the Act. Id. Those powers include
     the authority to adopt regulations for the purpose of administering the Act and “to
     provide for the prevention of practices detrimental to the public interest and for the
     best interests of video gaming.” Id. In October 2009, the Board adopted emergency
     regulations to administer the Act. 11 Ill. Adm. Code 1800, emergency rules
     adopted at 33 Ill. Reg. 14793 (eff. Oct. 19, 2009); permanent rules adopted at 34 Ill.
     Reg. 2893 (eff. Feb. 22, 2010). After a start-up period of approximately three years,
     video gaming operations commenced in October 2012.

         1
          These consolidated appeals arise from 10 lawsuits filed in three counties. All of the
     actions were brought by J&J Ventures Gaming, LLC, and Action Gaming, LLC, and were
     based on contracts that contain substantially identical provisions for the placement of video
     gaming terminals in the 10 defendant establishments.
         2
          The Illinois Gaming Board was initially established in 1990 to administer the
     Riverboat Gambling Act (230 ILCS 10/5 et seq. (West 2014)). The provisions of the
     Riverboat Gambling Act and all of the rules promulgated thereunder apply to the Video
     Gaming Act, except where there is a conflict between the two statutes. 230 ILCS 40/80
     (West 2014).




                                                 -2-
¶4        A video gaming terminal is an electronic device that allows users to play a
     video game, such as video poker or blackjack, and permits the user to receive free
     games or credits that can be redeemed for cash. 230 ILCS 40/5 (West 2014). The
     Act restricts the use of video gaming terminals by requiring that they be operated
     only at licensed establishments and by licensed terminal operators. 230 ILCS 40/25
     (West 2014). Licenses are granted by the Board, following a background
     investigation of the applicant and subject to requirements that are designed “to
     preserve the integrity and security of video gaming.” 230 ILCS 40/45 (West 2014);
     11 Ill. Adm. Code 1800.420, amended at 37 Ill. Reg. 7750 (eff. May 23, 2013). A
     video gaming terminal may be placed in a licensed establishment only if the
     establishment has entered into a written use agreement with the licensed terminal
     operator for the placement of that device. 230 ILCS 40/25(e) (West 2014). A “use
     agreement” is a contract between a licensed terminal operator and a licensed
     establishment prescribing the terms and conditions for placement and operation of
     terminals at that establishment. Id.; 11 Ill. Adm. Code 1800.320(a) (2010). 3 A use
     agreement may be assigned only from one licensed terminal operator to another. 11
     Ill. Adm. Code 1800.320(d) (2010).

¶5       Shortly after the Act became effective and prior to the Board’s adoption of
     emergency regulations, Action Amusement Company, LLC (Action Amusement),
     an unlicensed terminal operator, executed agreements entitled “Exclusive Location
     and Video Gaming Terminal Agreements” with each of the defendant
     establishments involved in these consolidated appeals. Those agreements, which
     are substantially identical, purported to give Action Amusement the exclusive right
     to place and operate video gaming terminals within the defendant establishments.
     Each agreement included a “Recitals” portion, stating that Action Amusement and
     the establishment would obtain a license from the Board and wished to enter into an
     exclusive location agreement “for the purpose of placing and operating video
     gaming terminals in the Licensed Establishment.” Each agreement also stated that,
     “[i]n accordance with the Video Gaming Act,” the parties agreed to evenly split the

        3
          The Board’s regulation establishing the minimum standards for use agreements was
     amended after the location agreements at issue were executed. The amended regulation
     requires that, after July 15, 2014, a licensed terminal operator must be licensed by the
     Board at the time the use agreement is signed. 11 Ill. Adm. Code 1800.320(a), amended at
     38 Ill. Reg. 14275 (eff. June 30, 2014).




                                              -3-
     after-tax profits from the operation of the terminals. The term of each agreement
     was for a period of five years, beginning on the date the first video gaming terminal
     was operated in the licensed establishment.

¶6       In addition, each agreement provided that, during the term of the agreement, the
     terminal operator would have the exclusive right to place video gaming terminals in
     the licensed establishment and further provided that the agreement would be
     binding upon the successors and/or assigns of the parties. Also, each agreement
     expressly acknowledged that nothing of value had been offered or received in
     exchange for the execution of the agreement and that it is a violation of the Act to
     offer anything as an inducement for the procurement of a location.

¶7       On October 5, 2010, Action Amusement assigned its rights under the location
     agreements to Action Gaming, LLC (Action Gaming), another unlicensed terminal
     operator. In exchange for the assignment of rights under the location agreements,
     Action Gaming agreed to pay Action Amusement $10,000 per month until August
     1, 2011. After that date, once Action Gaming was operating video gaming
     terminals in at least 70 locations, it agreed to pay Action Amusement up to $20,000
     per month for the next 10 years, depending on the number of locations at which it
     was operating terminals. The assignment was signed by Jason Rowell, as
     authorized representative of both Action Amusement and Action Gaming.

¶8       Between January and May 2012, Action Gaming and the defendant
     establishments amended their location agreements by adding certain clauses, which
     were asserted to be “necessary in order for the Agreement to comply with the [Act]
     and the rules and regulations promulgated thereunder.” The additional terms
     included a clause providing that Action Gaming could freely assign its rights until it
     obtained a terminal operator license, after which it could assign its right only to
     another licensed terminal operator. Another clause, titled “IGB Approval,”
     provided that the parties acknowledged that their location agreement and the
     amendment “are subject to and contingent upon the [Gaming Board’s] review of,
     and to the extent required by the [Board], consent to the use of this [a]mendment.”
     When the amendments were executed, Action Gaming and the defendant
     establishments were not licensed by the Board to participate in video gaming.

¶9      On July 19, 2012, the Board notified Action Gaming that its license application
     had been denied based on its findings that Nicky Nichols and Jason Rowell,



                                             -4-
       employees and owners of Action Gaming, were personally and professionally
       associated with James Koehler, who had been convicted of illegal gambling. The
       Board also cited its finding that Nichols had engaged in business practices and
       maintained associations with a number of convicted felons. Under the Board’s
       regulations, Action Gaming was an “applicant” at the time this letter was issued. 11
       Ill. Adm. Code 1800.695 (2010). Action Gaming requested a hearing to contest the
       denial of its license application. The Board denied the request for a hearing on
       September 20, 2012.

¶ 10       On August 24, 2012, while Action Gaming’s request for a hearing on the denial
       of its application was pending, it assigned its rights under the subject location
       agreements to J&J Ventures Gaming, LLC (J&J Ventures), a licensed terminal
       operator, in exchange for a purchase price. That assignment specifically stated that,
       in consideration for the purchase price, Action Gaming agreed to assign and J&J
       Ventures agreed to accept all rights “under each Use Agreement.” This assignment
       was executed by Nicky Nichols on behalf of Action Gaming, as its
       member/manager. At the time of the assignment, J&J Ventures was a licensed
       terminal operator, but the 10 defendant establishments were not yet licensed by the
       Board.

¶ 11       During late August and early September 2012, each of the defendant
       establishments signed separate location agreements with Accel Entertainment
       Gaming, LLC (Accel), a licensed terminal operator. Those agreements purported to
       grant Accel the exclusive right to operate video gaming terminals within the
       defendant establishments.

¶ 12       Thereafter, plaintiffs J&J Ventures and Action Gaming subsequently brought
       the 10 underlying lawsuits in the circuit courts seeking declaratory judgments
       against the defendant establishments. The complaints asserted that the circuit
       courts had jurisdiction over the disputes under the Illinois declaratory judgment
       statute (735 ILCS 5/2-701 (West 2012)). In addition, the complaints alleged that
       J&J Ventures had the exclusive right to operate video gaming terminals at the
       defendant establishments under the location agreements obtained by assignment
       from Action Gaming. The complaints also alleged that the assignments were valid
       because the exclusive location agreements were “precursor” agreements that were
       “not yet” use agreements. Based on this assertion, the complaints claimed that the




                                               -5-
       Gaming Board’s regulation precluding the assignment of a use agreement except
       from one licensed terminal operator to another (11 Ill. Adm. Code 1800.320(d)
       (2010)) did not apply. The complaints further alleged that, because the location
       agreements Action Gaming had assigned to J&J Ventures would not become use
       agreements until the parties were licensed by the Board, those agreements were
       freely assignable. As relief, J&J Ventures and Action Gaming requested
       declarations that (1) the agreements between J&J Ventures and the defendant
       establishments were binding, (2) the assignments from Action Amusement to
       Action Gaming and from Action Gaming to J&J Ventures were valid, (3) J&J
       Ventures held the exclusive right to operate video gaming terminals at the
       defendant establishments, and (4) the defendant establishments could not allow
       other terminal operators to install or operate video gaming terminals without
       breaching those agreements.

¶ 13      Accel was granted leave to intervene in all 10 declaratory judgment actions,
       over the objections of J&J Ventures and Action Gaming. In answer to the
       complaints, Accel alleged that the location agreements that had been assigned to
       Action Gaming and later to J&J Ventures were invalid because they did not comply
       with the Act and the Board’s regulations. 4

¶ 14       While the declaratory judgment actions were pending, the appellate court for
       the Third District issued its opinion in Triple 7 Illinois, LLC v. Gaming &
       Entertainment Management-Illinois, LLC, 2013 IL App (3d) 120860, which
       involved successive assignments of a location agreement by an unlicensed terminal
       operator under factual circumstances that were virtually identical to those on which
       the present appeals are based. Id. ¶¶ 2-5. In that case, the Third District addressed
       the question of whether the Board’s regulation precluding the assignment of a use
       agreement except from one licensed terminal operator to another (11 Ill. Adm.
       Code. 1800.320(d) (2010)) rendered the assignment of the exclusive location
       agreement by an unlicensed terminal operator invalid. Triple 7, 2013 IL App (3d)
       120860, ¶ 15. The Third District held that because the location agreement was
           4
             In four of the actions—involving Wild, Inc., Lonnie’s Liquor, Denny’s Package
       Liquor, and Chiefs—Accel also filed counterclaims against J&J Ventures and Action
       Gaming, asserting that it had the exclusive right to place video gaming terminals in those
       establishments. Those counterclaims were based on use agreements that were executed
       after Accel and each of the defendant establishments had been licensed.




                                                 -6-
       between an unlicensed establishment and an unlicensed terminal operator, it was
       not a use agreement, and the Board’s regulation restricting the assignment of use
       agreements did not apply. Id. ¶ 17. The court further held that neither the Act nor
       the Board’s regulations specifically prohibited agreements between unlicensed
       entities. Id. ¶ 21. Accordingly, the court affirmed the circuit court’s dismissal of the
       complaint, which sought a declaration that the exclusive location agreement
       between unlicensed entities was invalid. Id. ¶¶ 8, 33. The Third District did not
       address the issue of the circuit court’s subject-matter jurisdiction over the claims.

¶ 15       Based on the holding in Triple 7, the circuit courts considering the 10
       declaratory judgment actions underlying these appeals ruled that the location
       agreements between J&J Ventures and the defendant establishments were not use
       agreements and were valid, binding, and enforceable contracts. Accordingly, the
       circuit courts enjoined Accel from operating video gaming terminals at the
       defendant establishments.

¶ 16       Accel sought review of those judgments in the Appellate Court, Fifth District,
       which consolidated the five appeals for the purpose of oral argument. During that
       argument, the appellate court sua sponte raised the issue of the circuit courts’
       subject-matter jurisdiction and ordered supplemental briefing on the question of
       whether the Gaming Board had exclusive jurisdiction over the disputes. In their
       supplemental briefs, all of the parties argued that the circuit courts have
       subject-matter jurisdiction to determine the validity of the location agreements
       assigned to J&J Ventures by Action Gaming.

¶ 17       The appellate court vacated the circuit courts’ judgments and dismissed the
       appeals, holding that the circuit courts lacked subject-matter jurisdiction over the
       disputes because the Board had exclusive jurisdiction over the matter that formed
       the basis of the parties’ claims. 2015 IL App (5th) 140092; see also J&J Ventures
       Gaming, LLC v. Whitlock Chiefs, Inc., No. 5-14-0181 (2015) (unpublished
       summary order) (d/b/a Chiefs); J&J Ventures Gaming, LLC v. Coatney, No.
       5-14-0180 (2015) (unpublished summary order) (d/b/a Denny’s Package Liquor);
       J&J Ventures Gaming, LLC v. Mule Barn, Inc., No. 5-14-0171 (2015) (unpublished
       summary order); J&J Ventures Gaming, LLC v. Ole Lonnie’s Liquor, Inc., No.




                                                -7-
       5-14-0093 (2015) (unpublished summary order) (d/b/a Lonnie’s Liquor). 5 Those
       judgments were based on the court’s determination that the Gaming Board has
       exclusive authority over all agreements that purport to control the placement and
       operation of video gaming terminals within a licensed establishment. 2015 IL App
       (5th) 140092, ¶¶ 32, 62. As a consequence, the appellate court refused to follow the
       reasoning employed in Triple 7 and declined to consider the merits of the parties’
       disputes. Id. ¶¶ 55, 60.

¶ 18       On the application of J&J Ventures and Action Gaming, the appellate court
       granted certificates of importance in all five appeals. Ill. S. Ct. R. 316 (eff. Dec. 6,
       2006). Thereafter, this court granted the parties’ joint motion to consolidate the
       appeals and also allowed the Board’s motion for leave to intervene and to be
       aligned as an appellee.


¶ 19                                        ANALYSIS

¶ 20       The underlying declaratory judgment actions are predicated on a dispute over
       the validity and enforceability of the location agreements assigned to J&J Ventures.
       The issue before this court, however, is which tribunal has jurisdiction to determine
       whether the location agreements are valid and enforceable.

¶ 21       J&J Ventures and Action Gaming argue that the appellate court erred in holding
       that the circuit courts lack subject-matter jurisdiction to determine the validity of
       the location agreements. J&J Ventures and Action Gaming further assert that the
       judgments of the appellate court operate to deprive them of their right to freely
       contract protected by the contract clauses of the United States and Illinois
       Constitutions (U.S. Const., art. I, § 10; Ill. Const. 1970, art. I, § 16) and of their
       right to a jury trial (U.S. Const., amend. VII; Ill. Const. 1970, art. I, § 13). J&J
       Ventures and Action Gaming also ask this court to decide these appeals on the

           5
            The appellate court issued a published opinion explaining its reasoning in the
       appeal involving Wild, Inc., and cited to that opinion in resolving the remaining
       four appeals, which were decided in unpublished summary orders under Illinois
       Supreme Court Rule 23(c)(1) and (2) (eff. July 1, 2011). Accordingly, in discussing
       the appellate court’s analysis, we cite to the opinion in J&J Ventures Gaming, LLC
       v. Wild, Inc., 2015 IL App (5th) 140092.




                                                -8-
       merits and affirm the circuit courts’ findings that the agreements are valid and
       enforceable under the reasoning expressed by the Third District in Triple 7.

¶ 22       Accel agrees that the appellate court erred with respect to the jurisdictional
       issue but contends that the appellate court properly declined to follow the ruling in
       Triple 7 because the location agreements assigned to J&J Ventures are not valid
       and binding. The Gaming Board argues that the appellate court correctly held that
       the circuit courts lack subject-matter jurisdiction to adjudicate the validity and
       enforceability of the location agreements.

¶ 23       Subject-matter jurisdiction refers to a tribunal’s power to hear and determine
       cases of the general class to which the proceeding in question belongs. Crossroads
       Ford Truck Sales, Inc. v. Sterling Truck Corp., 2011 IL 111611, ¶ 27. In general,
       the Illinois Constitution vests the circuit courts with original jurisdiction over all
       justiciable matters, except in certain circumstances where this court has exclusive
       and original jurisdiction. Ill. Const.1970, art. VI, § 9. However, the legislature may
       explicitly vest original jurisdiction in an administrative agency when it enacts a
       comprehensive statutory scheme that creates rights and duties that have no
       counterpart in common law or equity. Board of Education of Warren Township
       High School District 121 v. Warren Township High School Federation of Teachers,
       Local 504, 128 Ill. 2d 155, 165 (1989); see also Ferris, Thompson & Zweig, Ltd. v.
       Esposito, 2015 IL 117443, ¶ 15. 6

¶ 24       We note that in support of their argument that the circuit courts have
       subject-matter jurisdiction, J&J Ventures and Action Gaming rely on Employers
       Mutual Cos. v. Skilling, which stated that “if the legislative enactment does divest
       the circuit courts of their original jurisdiction through a comprehensive statutory
       administrative scheme, it must do so explicitly.” Employers Mutual Cos. v.
       Skilling, 163 Ill. 2d 284, 287 (1994). As authority, the Skilling court cited People v.
       NL Industries, 152 Ill. 2d 82, 96-97 (1992), for the proposition that the absence of
       language explicitly excluding the circuit courts from exercising jurisdiction means
       that the legislature did not intend to divest circuit courts of jurisdiction. Skilling,

           6
            Although the term “jurisdiction” is not strictly applicable to an administrative agency,
       it may be used to refer to the authority of the administrative agency to act. Business &
       Professional People for the Public Interest v. Illinois Commerce Comm’n, 136 Ill. 2d 192,
       243 (1989) (citing Newkirk v. Bigard, 109 Ill. 2d 28, 36 (1985)).




                                                   -9-
       163 Ill. 2d at 287. Yet, Skilling’s description of the analysis in NL Industries is
       truncated and does not represent the full measure of this court’s jurisprudence in
       ascertaining legislative intent to vest exclusive jurisdiction in an administrative
       agency. In fact, NL Industries considered the relevant statute as a whole, and the
       court referenced not only the lack of exclusionary language but also other statutory
       provisions that specifically referred to the circuit courts’ ability to adjudicate the
       questions at issue. See NL Industries, 152 Ill. 2d at 97-99. Therefore, NL Industries
       implicitly recognized that legislative intent to divest circuit courts of jurisdiction
       may be discerned by considering the statute as a whole. Several of our other cases
       have employed similar analysis (see Ferris, Thompson & Zweig, Ltd., 2015 IL
       117443, ¶¶ 17, 19, 24; Crossroads Ford Truck Sales, Inc., 2011 IL 111611, ¶¶ 37,
       45, 54), and we do so here.

¶ 25       We look to the statutory framework of the Act to determine whether the
       legislature intended to vest the Gaming Board with exclusive jurisdiction to
       determine the validity of agreements that affect the placement and operation of
       video gaming terminals. See Crossroads Ford Truck Sales, Inc., 2011 IL 111611,
       ¶ 28. This determination is a matter of statutory interpretation. Ferris, Thompson &
       Zweig, Ltd., 2015 IL 117443, ¶ 17. When interpreting a statute, the court’s primary
       objective is to ascertain and give effect to the intent of the legislature. Chicago
       Teachers Union, Local No. 1 v. Board of Education of the City of Chicago, 2012 IL
       112566, ¶ 15; Williams v. Staples, 208 Ill. 2d 480, 487 (2004). The most reliable
       indicator of legislative intent is the language of the statute itself, which must be
       given its plain and ordinary meaning. Chicago Teachers Union, Local No. 1, 2012
       IL 112566, ¶ 15; Williams, 208 Ill. 2d at 487. All provisions of a statute must be
       viewed as a whole, with the relevant statutory provisions construed together and
       not in isolation. Chicago Teachers Union, Local No. 1, 2012 IL 112566, ¶ 15;
       Williams, 208 Ill. 2d at 487. In addition, the court may consider the reason for the
       law, the problems sought to be remedied, the purposes to be achieved, and the
       consequences of construing the statute in one way or another. Chicago Teachers
       Union, Local No. 1, 2012 IL 112566, ¶ 15; Williams, 208 Ill. 2d at 487. Questions
       relating to the circuit court’s jurisdiction and the interpretation of a statute both
       present issues of law, which we review de novo. Chicago Teachers Union, Local
       No. 1, 2012 IL 112566, ¶ 15; Crossroads Ford Truck Sales, Inc., 2011 IL 111611,
       ¶¶ 26-27.




                                               - 10 -
¶ 26       There is no common-law right in Illinois to engage in or profit from gambling.
       Schneider v. Turner, 130 Ill. 28, 39 (1889) (recognizing that “[n]othing is more
       clearly and firmly established by the common law, than that all gambling contracts
       are void”); Mallett v. Butcher, 41 Ill. 382, 384 (1866) (holding that all contracts
       having their origin in gaming are void, not voidable); see also Tomm’s Redemption,
       Inc. v. Park, 333 Ill. App. 3d 1003, 1009 (2002); Hall v. Montaleone, 38 Ill. App.
       3d 591, 592 (1976); Brelsford v. Stoll, 304 Ill. App. 222, 226 (1940). The Act,
       which legalized the use of video gaming terminals under certain limited
       circumstances, is an exception to the general prohibition against gambling. 230
       ILCS 40/1 et seq. (West 2014). Consequently, gambling on video gaming terminals
       is permitted in Illinois only as authorized by the Act, and gaming contracts that do
       not conform to the applicable regulatory requirements are void.

¶ 27        The Act explicitly vests the Gaming Board with authority to administer the Act
       by granting the Board “all powers necessary and proper to fully and effectively
       execute [its] provisions” and by directing that the Board “shall have jurisdiction
       over and shall supervise all gaming operations governed by [the] Act.” 230 ILCS
       40/78(a) (West 2014). The Act expressly obligates the Board to investigate and
       determine the eligibility of applicants for licenses and to select from among
       competing applicants those applicants who best serve the interests of the citizens of
       Illinois. 230 ILCS 40/78(a)(1) (West 2014).

¶ 28       Further, the Act authorizes the Board to adopt regulations under which all video
       gaming is to be conducted, and those regulations “are to provide for the prevention
       of practices detrimental to the public interest and for the best interests of video
       gaming.” 230 ILCS 40/78(a)(3) (West 2014). Pursuant to its authority under the
       Act, the Board has adopted regulations establishing certain qualifications and
       requirements of licensees in order to “preserve the integrity and security of video
       gaming” in Illinois. 230 ILCS 40/45(e) (West 2014); 11 Ill. Adm. Code 1800.420,
       amended at 37 Ill. Reg. 7750 (eff. May 23, 2013). The Board also has adopted
       regulations governing the license-application process and the procedure for
       requesting a hearing upon denial of a license application. 11 Ill. Adm. Code
       Subparts E, F.

¶ 29       In addition, the Board has adopted regulations that define the term “[u]se
       agreement” (11 Ill. Adm. Code 1800.110, amended at 40 Ill. Reg. 8760 (eff. June




                                              - 11 -
       14, 2016)) and establish the minimum standards that use agreements must satisfy
       (11 Ill. Adm. Code 1800.320 (2010)). The term “[u]se agreement” is defined as “[a]
       contractual agreement between a licensed terminal operator and a licensed video
       gaming location establishing terms and conditions for placement and operation of
       video gaming terminals by the licensed terminal operator within the premises of the
       licensed video gaming location.” 11 Ill. Adm. Code 1800.110, amended at 40 Ill.
       Reg. 8760 (eff. June 14, 2016). The minimum standards for use agreements require
       that such contracts only be between “a licensed terminal operator and a licensed
       establishment” and that the use agreement “[c]ontain an affirmative statement that
       no inducement was offered or accepted regarding the placement or operation of
       video gaming terminals in a licensed establishment.” 11 Ill. Adm. Code
       1800.320(a), (b) (2010). Further, a use agreement must “[p]rohibit any assignment
       other than from a licensed terminal operator to another licensed terminal operator”
       and “[c]ontain a provision that releases the video gaming location from any
       continuing contractual obligation to the terminal operator in the event that the
       terminal operator has its license revoked *** or surrenders its license.” 11 Ill. Adm.
       Code 1800.320(d), (e) (2010).

¶ 30       The Gaming Board’s jurisdiction under the Act also includes the authority
       conferred by the Riverboat Gambling Act and the regulations promulgated
       thereunder, provided the terms of the two statutes do not conflict. 230 ILCS 40/80
       (West 2012). Under the Riverboat Gambling Act, the Board has the authority to
       conduct hearings, require the attendance of witnesses, and compel the production
       of evidence in accordance with the Illinois Administrative Procedure Act (5 ILCS
       100/1-1 et seq. (West 2014)) when the Board determines that it is necessary for the
       administration or enforcement of the Act or the Board’s regulations. 230 ILCS
       10/5(c)(9) (West 2014); 230 ILCS 40/80 (West 2014). The Board may discipline
       any licensee who fails to comply with the terms of the Act or the Board’s
       regulations (11 Ill. Adm. Code 1800.310(a) (2010)), and the licensee may contest
       any disciplinary action through the hearing process prescribed by the Board’s
       regulations (11 Ill. Adm. Code 1800.720-790 (2010)). 230 ILCS 10/5(c)(5) (West
       2014); 230 ILCS 40/80 (West 2014). The Board’s final decision is subject to
       review under the Administrative Review Law (735 ILCS 5/3-101 et seq. (West
       2014)). 230 ILCS 10/17.1 (West 2014); 230 ILCS 40/80 (West 2014). Further, the
       Board may “take any other action as may be reasonable or appropriate to enforce”
       the Act and the Board’s regulations. 230 ILCS 10/5(c)(21), 40/80 (West 2014).



                                               - 12 -
¶ 31       J&J Ventures, Action Gaming, and Accel argue that, although the General
       Assembly enacted legislation that created a new form of legalized gambling
       through the use of video gaming terminals, it did not explicitly divest the circuit
       courts of jurisdiction to adjudicate the validity and enforceability of location
       agreements that provide for the placement and operation of such terminals. We
       disagree.

¶ 32       By legalizing the use of video gaming terminals for commercial gambling
       purposes, the legislature enacted a comprehensive statutory scheme, creating rights
       and duties that have no counterpart in common law or equity. Considered in its
       entirety, this statutory scheme demonstrates the legislature’s explicit intent that the
       Gaming Board have exclusive jurisdiction over the video gaming industry and the
       use agreements that are a necessary prerequisite of engaging in that industry. The
       Act, therefore, confers authority on the Gaming Board to determine the validity and
       enforceability of contracts that purport to control the location and operation of
       video gaming terminals within licensed establishments.

¶ 33       The question remaining is whether the agreements at issue here fall within the
       purview of the comprehensive statutory scheme granting the Board exclusive
       jurisdiction over video gaming in Illinois. The underlying declaratory judgment
       actions are predicated on the contention that J&J Ventures has the exclusive right to
       place and operate video gaming terminals in the defendants’ establishments, based
       on the exclusive location agreements and subsequent assignments. As the appellate
       court observed, resolution of those claims requires a determination of whether the
       contracts assigned to J&J Ventures are valid use agreements, which is a matter that
       falls within the exclusive province of the Board. 2015 IL App (5th) 140092, ¶ 30.

¶ 34       J&J Ventures and Action Gaming argue that, despite its exclusive jurisdiction
       and broad authority to supervise all video gaming operations in Illinois, the Board
       lacks authority to determine the validity of the location agreements because those
       contracts are not “use agreements” under the Act and the Board’s regulations.
       According to J&J Ventures and Action Gaming, the location agreements are
       “precursor” contracts, the validity of which falls within the jurisdiction of the
       circuit courts. The Gaming Board counters that the location agreements must fall
       within the Board’s exclusive jurisdiction because contracts relating to video
       terminal gaming are legal only if they comply with the Act and the corresponding




                                               - 13 -
       regulations and because any such contract that does not comply with the Act and
       regulations is an illegal gambling contract. In addressing these arguments, we
       consider the nature of the location agreements through the lens of the governing
       statutory and regulatory framework.

¶ 35       The location agreements provide that the terminal operator and the licensed
       establishment will obtain the necessary licenses under the Act. In addition, the
       agreements expressly state that they are “for the purpose of placing and operating
       video gaming terminals” in the licensed establishments. The agreements require the
       terminal operator to provide all video gaming terminals in the licensed
       establishment and obligate the licensed establishment to allow terminals to be
       placed in a “prominent, gaming oriented spot in the building.” The agreements
       obligate the licensed establishment to work with the terminal operator “to
       maximize gaming revenues for the benefit of both parties” and provide that the
       licensed establishment is “responsible for maintaining an adequate video gaming
       terminal fund, with the amount being determined by the Illinois Gaming Board.”

¶ 36       The initial terms of the agreements “commence upon the date the first video
       gaming terminal described herein first operates in the [l]icensed [e]stablishment.”
       Further, the agreements state that, in accordance with the Act, the after-tax profits
       of the video gaming operations are to be divided equally between the terminal
       operator and the licensed establishment. The agreements also expressly
       acknowledge that nothing of value was offered or received in exchange for the
       execution of the agreements and that it is a violation of the Act to offer anything as
       an inducement for the procurement of a location.

¶ 37       The amendments to the location agreements state they were “necessary in order
       for the Agreement to comply with the [Act] and the rules and regulations
       promulgated thereunder.” In addition, the amendments include a clause entitled
       “IGB Approval,” stating that the location agreements and amendments “are subject
       to and contingent upon the [Gaming Board’s] review of, and to the extent required
       by the [Board], consent to the use of this [a]mendment.” This clause further states
       that the parties will modify the amendment “to comply with the requirements of the
       [Gaming Board] or any change in the [Act] or the rules and regulations
       promulgated thereunder.”




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¶ 38       We agree with the appellate court’s conclusion that the agreements fall within
       the Board’s exclusive jurisdiction because they purport to control the placement
       and operation of video gaming terminals within licensed establishments. See 2015
       IL App (5th) 140092, ¶¶ 32, 62. In addition, we note that the agreements require
       each party to obtain the requisite license, and the agreements specifically provide
       that they take effect when the first video gaming terminal first operates in the
       licensed establishment—a circumstance that cannot occur unless and until the
       parties are licensed and the Board has approved the agreements. In addition, the
       agreements and amendments are “subject to and contingent upon” the Gaming
       Board’s review and consent. These express conditions providing for licensure of
       the parties and Board approval further support the conclusion that the Board has
       exclusive jurisdiction to decide their validity and enforceability.

¶ 39       J&J Ventures and Action Gaming assert that the agreements are merely
       “precursor” contracts and, therefore, cannot be considered to be use agreements.
       We reject this assertion for two reasons. First, there is nothing about these fully
       negotiated agreements that can be characterized as preliminary in nature. The terms
       and conditions are definite, setting forth the rights and obligations of the parties. All
       of those rights and obligations relate to the placement of video gaming terminals
       and to the division of profits derived from the operation of those terminals. Also,
       the amended agreements are complete and do not require or contemplate the
       execution of any subsequent agreements or amendments, except as required to
       comply with the requirements of the Board or with any changes in the Act or the
       Board’s regulations. Second, as noted above, the amended agreements specifically
       acknowledge that they are governed by the terms of the Act and the Board’s
       regulations and also are “subject to” the Board’s review and consent. These are
       restrictions that apply to use agreements. Therefore, the claim that the agreements
       are “precursor” contracts is refuted by the language of the agreements themselves.

¶ 40       Moreover, the argument of J&J Ventures and Action Gaming would lead to an
       anomalous result where the circuit court could determine that a contract for the
       placement and operation of video gaming terminals is valid but the court could not
       enforce the terms of that contract. Also, the Board would be bound by a judicial
       determination as to the validity and enforceability of such a contract. Such a
       circumstance directly conflicts with and undermines the exclusive and original
       jurisdiction of the Board to oversee all video gaming operations and to decide




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       questions relating to the placement of video gaming terminals within licensed
       establishments in Illinois. Therefore, the Board’s jurisdiction necessarily includes
       jurisdiction over the agreements and assignments at issue in these appeals.

¶ 41       In urging a contrary result, J&J Ventures and Action Gaming cite
       representations of the Board indicating that the validity of prelicensure location
       agreements does not fall within the purview of the Act. In particular, they rely on
       forms and information relating to the application process, as well as comments
       made by an attorney of the Gaming Board. As recognized by the appellate court,
       however, these representations do not control the determination of the Board’s
       jurisdiction, which is a judicial function and not a question for the agency itself.
       County of Knox ex rel. Masterson v. The Highlands, L.L.C., 188 Ill. 2d 546, 554
       (1999); see also 2015 IL App (5th) 140092, ¶ 64 (citing Gallaher v. Hasbrouk,
       2013 IL App (1st) 122969, ¶ 19).

¶ 42       In sum, the General Assembly has enacted a comprehensive statutory scheme
       that vests jurisdiction over video gaming operations with the Illinois Gaming
       Board. The agreements at issue in these cases purport to control placement and
       operation of video gaming terminals, and the Illinois Gaming Board has exclusive,
       original jurisdiction to determine their validity and enforceability. Accordingly, we
       are precluded from addressing the merits of the parties’ claims, as were the
       appellate court and the circuit courts. Our disposition renders unnecessary any
       discussion of the constitutional arguments raised by J&J Ventures and Action
       Gaming.


¶ 43                                     CONCLUSION

¶ 44       For the foregoing reasons, the judgments of the appellate court, vacating the
       circuit courts’ judgments for lack of subject-matter jurisdiction and dismissing the
       appeals, are affirmed.



¶ 45      Appellate court judgments affirmed.




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