by plaintiff, that it was breached by defendant, and that plaintiff suffered damages. The terms of the contract are not laid out, but sufficient detail has been provided to enable defendants to identify the contract at issue. Cleland v. Stadt, 670 F. Supp. 814, 817 (N.D. Ill. 1987). Strzelecki has satisfied the notice pleading requirements set out in Rule 8 of the Federal Rules of Civil Procedure and may proceed with his claim.
The ADEA Claim (Count X)
Plaintiff alleges that Schwarz and McKenna discriminated against him on the basis of age. Defendants seek a "more definite statement as to the particular discriminatory acts" alleged. The court again finds plaintiff's complaint to be sufficiently specific to give defendants proper notice of the charges against them. Strzelecki alleges that the company sought to reduce the number of accounts he handled, and then fired him, because of his age. Such facts may support claims against both Schwarz and McKenna, who, as an agent of Schwarz, may be personally liable on the discrimination claim because he was an "employer" within the meaning of 29 U.S.C. § 630(b).
See House v. Cannon Mills Co., 713 F. Supp. 159 (M.D.N.C. 1988); see also Price v. Marshall Erdman & Associates, Inc., 966 F.2d 320, 324 (7th Cir. 1992) (discussing personal liability under ADEA of defendant supervisor who made decision on behalf of defendant company to fire plaintiff). Of course, Strzelecki will have to show more should defendants seek summary judgment, but for now his pleadings are sufficient.
McKenna as a Defendant in the State Law Claims
The complaint names both Schwarz and McKenna as defendants in all counts. Defendants argue that all claims against McKenna should be dismissed and plaintiff responds that none should be. As already noted, McKenna may be personally liable for violations of ERISA and the ADEA. That leaves the question of his liability on the state law claims, all of which are contract or quasi-contract claims concerning financial dealings between Strzelecki and Schwarz.
McKenna was not a party to any of the contracts at issue, but he allegedly served as Schwarz's agent in negotiating them and he allegedly made decisions that caused Schwarz to breach them. The general rule under Illinois law is that an agent may not be held personally liable for a breach of contract by his or her principal when the agent has disclosed the fact that he or she is acting on behalf of the principal. See Joe & Dan International Corp. v. United States Fidelity & Guaranty Co., 178 Ill. App. 3d 741, 533 N.E.2d 912, 915-16, 127 Ill. Dec. 830 (Ill.App. 1988), appeal den. 541 N.E.2d 1106 (Ill. 1989); Clark v. Maddux, 118 Ill. App. 3d 546, 454 N.E.2d 1179, 1182, 73 Ill. Dec. 930 (Ill.App. 1983); Powers v. Warner Bros. Records, Inc., 411 F. Supp. 747, 748 (N.D.Ill. 1976).
An exception to the general rule is found in Landau v. Landau, 409 Ill. 556, 101 N.E.2d 103 (Ill. 1951), where the Illinois Supreme Court held that "an agent is not liable for the acts of a disclosed principal, unless he takes some active part in violating some duty the principal owes to a third person." Id. at 108. McKenna is alleged to have taken an active part in breaches of contracts between Schwarz and Strzelecki, but, unfortunately for plaintiff, the Landau exception is not applicable in contract cases. See Gateway Erectors Division of Imoco-Gateway Corp. v. Lutheran General Hosp., 102 Ill. App. 3d 300, 430 N.E.2d 20, 22, 58 Ill. Dec. 78 (Ill.App. 1981). Thus, McKenna may not be held personally liable on any of the state law claims.
For the foregoing reasons, defendants' motion to dismiss is granted in part and denied in part.
JAMES B. MORAN,
Chief Judge, U.S. District Court
May 28, 1993.