Agreement as Vice President of Sales and Marketing." Cntrclm., Count II at P 7(b). Tektel points out that the Employment Agreement does not set forth any rights and prerogative" to which Maier was entitled. Given the absence of any specified rights and prerogatives under the terms of the Employment Agreement, we hereby dismiss paragraph 7(b) of Count II.
Finally, Tektel challenges Maier's allegation that the company breached its duty of good faith and fair dealing. Maier, however, has alleged sufficient facts to support a claim for breach of good faith and fair dealing. The implied covenant of good faith and fair dealing requires a party vested with discretion to exercise that discretion reasonably, with proper motive and in a manner consistent with the reasonable expectations of the parties. Beraha v. Baxter Health Care Corp., 956 F.2d 1436, 1444 (7th Cir. 1992), citing Dayan v. McDonald's Corp., 125 Ill. App. 3d 972, 466 N.E.2d 958, 971-72, 81 Ill. Dec. 156 (1984). While Tektel asserts that Maier fails to allege any area of discretion granted to the company, or any improper exercise of such discretion, the Employment Agreement clearly gave Tektel the discretion to terminate Maier's employment for good cause. Because we can infer that Maier had a reasonable expectation that Tektel would exercise its discretion fairly and with a proper motive, and because Maier has alleged that he did nothing to give Tektel cause to fire him, his claim that Tektel breached the implied covenant of good faith and fair dealing survives this motion to dismiss.
(iii) Count III
Count III alleges that Tektel exercised its option under the Stock Purchase and Sale Agreement ("Stock Agreement") to repurchases Maier's stock and then failed to consummate the transaction as required by the Stock Agreement. Maier now asks this Court to award him the book value of his shares and use that amount as a set-off against any judgment entered in favor of Tektel. Tektel, in turn, contends that the Stock Agreement does not confer on Maier an independent right to seek recovery for breach of the Stock Agreement, only the right to reduce any judgment Tektel obtains against him on the Note.
Tektel fails to point to any language in the Stock Agreement limiting Maier's right to maintain a claim only in the event that the company obtains judgment on the Note, nor have we discovered such a provision. Accordingly, Tektel's motion to dismiss is denied.
(iv) Count IV
In Count IV, Maier alleges that the interest rate Tektel charged on the secured loan is usurious and in violation of the Illinois Interest Act, Ill. Rev. Stat. Chap. 17 § 6401 et. seq., because it exceeds the 9% interest rate that may be charged to an individual. Tektel moves to dismiss this claim, arguing that Maier failed to allege that the loan was made of "money or something circulating as money," and, further, that the loan constituted a business loan to purchase stock and is therefore not subject to the usury statutes. Under the liberal federal pleading requirements, however, Maier's claim survives this motion to dismiss.
Maier has alleged sufficient facts to put Tektel on notice of his usury claim. Although Maier has not specifically alleged that the loan was in money, the Note states that he is required to pay Tektel $ 75,000 "in lawful money of the United States of America." Cmplt. at Exh. A. Furthermore, in its Written Consent to the loan, Tektel states that "upon the execution and delivery of the Note by Maier . . . the proper officers of the corporation shall loan to Maier $ 75,000." For the purposes of a 12(b)(6) motion, we may assume that there was a loan of money.
Finally, while Tektel is correct that a loan to purchase stock falls under the business loan exception to Illinois' usury law, Allen v. Mainway Financial Corp., 446 F. Supp. 26, 27-28 (N.D. Ill. 1977), the pleadings remain unclear as to the purpose of this loan. Maier points out that he purchased his shares of Tektel five days before the Note was executed. Additionally, the Written Consent acknowledges that "[Maier's] personal finances are such that he requires a loan in the amount of $ 75,000." Defendant's Memorandum in Response to Plaintiff's Motion to Dismiss at Exh. A. On the other hand, the proximity of the stock purchase and the execution of the Note lend credence to Tektel's contention that the loan was for the purpose of purchasing stock. However, because we must resolve all ambiguities in Maier's favor, we deny the motion to dismiss Count IV. Balabanos 708 F. Supp. at 1491 n.1.
For the foregoing reasons, we deny Tektel's motion to strike and deny its motion to dismiss Counts I, III and IV. With respect to Count II, we dismiss paragraph 7(b) and let the rest stand. It is so ordered.
MARVIN E. ASPEN
United States District Judge