The opinion of the court was delivered by: MARVIN E. ASPEN
MARVIN E. ASPEN, District Judge:
Plaintiff Ted Koutsoubos ("Koutsoubos") brings this action against defendants James A. Regas ("Regas") and the law firm of Regas, Frezados & Harp ("RFH") for aiding and abetting breach of fiduciary duty and fraud. Defendants have each filed motions to dismiss Counts VI and VII of plaintiff's Amendment Complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). For the following reasons, we grant defendants' motions.
Koutsoubos resides and is a citizen of Aspen, Colorado. Koutsoubos and defendant George Casanave ("Casanave"), a citizen of Florida, have been close friends for many years. On several occasions Casanave has stayed with Koutsoubos in Aspen.
Casanave is the majority shareholder and sole officer and director of defendant Audio Visual Techniques, Inc. ("AVT"), an Illinois corporation with its principal place of business in Chicago. RFH is an Illinois partnership whose principal place of business is in Illinois. Regas, also an Illinois resident, is a partner in RFH.
Defendants Regas and RFH have provided legal services to Casanave and AVT for over twenty years. Among their efforts on Casanave's behalf, Regas and RFH represented AVT in connection with AVT's acquisition of Audio Media Productions, Inc. ("AMP") and various loan transactions between AVT and the Harris Bank and Trust of Winnetka ("Harris").
In March 1988, RepublicBank Plano N.A. demanded that AVT pay down its loan with the bank. Unable to arrange for refinancing with RepublicBank, Casanave engaged Regas to set him up with another banking relationship. With Regas' help, Casanave and AVT obtained a $ 350,000 loan with Harris.
As a condition of the loan, Harris required Regas to guarantee one-third of the credit being extended. Regas agreed, and personally guaranteed approximately $ 200,000 of the loan. In exchange for his guarantee, AVT was to pay a $ 3,000 monthly fee to Regas, payable to Regas' children. Shortly thereafter, Casanave executed a Security Agreement on AVT's behalf giving Regas a security interest in the capital stock of an AVT subsidiary, Screenworks.
Late in the summer of 1988, Casanave visited Koutsoubos in Colorado, staying with him at his Aspen home. While there, Casanave approached Koutsoubos to join him in purchasing Audio Media Products ("AMP"), or, alternatively, to lend Casanave $ 100,000 to make the purchase himself. Casanave represented to Koutsoubos that AVT was a profitable company fully able to pay interest on, and repay, any loan.
In August, Koutsoubos assented to loan Casanave the $ 100,000. Casanave orally agreed to make quarterly interest payments at the rate of 14%, and a yearly payment of 10% simple interest, and called Regas in Illinois to ask him to draft an agreement providing Koutsoubos with collateral for the loan. Ultimately, the parties agreed that AVT would authorize, issue, and sell Koutsoubos 10,000 shares of preferred stock in AVT in exchange for the $ 100,000.
On August 14, 1988, AVT acquired AMP for $ 250,000, paying $ 50,000 upon sale and signing a promissory note for the remaining $ 200,000. Regas and RFH represented AVT in both the negotiations and the final sale.
On August 20, without having seen or signed any written agreement, Koutsoubos sent $ 100,000 to Regas. In early September, Koutsoubos called Regas to inquire about the written agreement. Regas assured him that he would be satisfied with the agreement, and that his interests were safe.
Koutsoubos executed the agreement on September 7, 1988 ("Agreement") in Colorado.
In paragraph 2(b) of the ...