The opinion of the court was delivered by: NORDBERG
Leclaire Courts Resident Management Corporation ("RMC") brings this suit complaining that the Chicago Housing Authority ("CHA") terminated its contract with RMC to manage the Leclaire Courts Housing Development ("Leclaire Courts") in violation of 24 U.S.C. § 1347r and 42 U.S.C. § 1983. Before the court is CHA's Motion to Dismiss for lack of subject matter jurisdiction and for failure to state a claim.
RMC is an Illinois non-profit corporation. Complaint P 2. From 1987 until the events described herein, RMC provided management services for the LeClaire Courts pursuant to a series of contracts it entered with the CHA, the owner of LeClaire Courts. P 5.
The parties entered into the contract at issue, the Management Agreement ("Agreement"), on March 5, 1996. Under the Agreement, CHA is responsible for providing funds to RMC and RMC is responsible for providing day-to-day management of LeClaire Courts. The Agreement "start[s] on September 1, 1995 . . . and shall continue through August 31, 1998, unless terminated pursuant to Sections 7.03 or 7.04 hereof." Agreement § 2.01. Article 7 provided for termination of the Agreement. Under § 7.03, CHA could terminate the Agreement upon twenty-four hour notice if ". . . in the sole discretion of the CHA, it determines that Development conditions and/or RMC actions or omissions constitute a threat to the health, safety, or welfare of Residents, neighboring residents or CHA employees." Pl. Exh. A P 7.3(C).
In January 1995, RMC hired its first executive director. P 9. After a number of disputes between the executive director and RMC's board, the executive director was discharged in the Spring on 1996. P 9. Before the executive director's discharge, directors of RMC notified CHA of their belief that the executive director was acting improperly. P 10. CHA's Inspector General conducted an investigation, finding certain improprieties generally relating to matters during the tenure of the former executive director. P 10.
On or about June 13, 1996, CHA's executive director requested the resignations of RMC's entire Board of Directors. P 11. After being threatened with criminal prosecution, all but one of the directors purported to resign on June 28, 1996. P 13. On July 8, 1996, the one remaining director reappointed each of the former directors to the Board. P 14.
At some time before the afternoon of July 10, 1996, CHA assumed management responsibilities of LeClaire Court. P 15. The afternoon of July 10, CHA notified RMC that effective immediately it was terminating the Agreement pursuant to § 7.03, P C of the Agreement. Tracking the language of § 7.03. the notice specified that the CHA "has determined that the [RMC] actions and/or omissions constitute a threat to the health, safety, and/or welfare of Residents and/or CHA employees. . ." P 18, Pl. Exh. D.
RMC brought this action seeking a declaratory judgment, alleging CHA did not perform the contract in good faith. P 23. RMC alleges federal question jurisdiction for this action pursuant to 28 U.S.C. § 1331 and 28 U.S.C. § 1343, alleging that CHA's acts were an actionable violation of 24 U.S.C. § 1347r and 42 U.S.C. § 1983.
Standards for Motions to Dismiss
In ruling on a motion to dismiss for lack of subject matter jurisdiction under Rule 12(b)(1), the court must accept as true all well-pleaded factual allegations and draw reasonable inferences in favor of the plaintiff. Capitol Leasing Company v. F.D.I.C., 999 F.2d 188 (7th Cir.1993). A party who invokes the jurisdiction of a federal court, must allege all facts necessary to give the court jurisdiction of the subject matter. Stewart v. United States, 199 F.2d 517 (7th Cir.1952). The district court may properly look beyond the jurisdictional allegations of the complaint and view whatever evidence has been submitted on the issue to determine whether in fact subject matter jurisdiction exists. Capitol Leasing, 999 F.2d at 191, citing Grafon Corp. v. Hausermann, 602 F.2d 781, 783 (7th Cir.1979). A court must dismiss a case without reaching the merits if it concludes that it has no jurisdiction. Shockley v. Jones, 823 F.2d 1068, 1070 n. 1 (7th Cir.1987).
A Rule 12(b)(6) motion tests the legal sufficiency of a complaint. See Adams v. Cavanagh Communities Corp., 847 F. Supp. 1390, 1396 (N.D. Ill. 1994). In order to survive a motion to dismiss, a complaint must allege sufficient facts to outline a cause of action. Davis v. Frapolly, 747 F. Supp. 451 (N.D. Ill. 1989). The complaint "must state either direct or inferential allegations concerning all of the material elements necessary for recovery under the relevant legal theory." Carl Sandburg Village Condominium Ass'n No. 1 v. First Condominium Dev. Co., 758 F.2d 203, 207 (7th Cir. 1985).
In a 12(b)(6) motion, the Court must accept as true all well pleaded factual allegations in the complaint and view them, along with the reasonable inferences to be drawn from them, in the light most favorable to the plaintiff. Cornfield v. Consolidated High School District No. 230, 991 F.2d 1316, 1324 (7th Cir. 1993). However, the Court need not accept as true conclusory legal allegations. Baxter v. Vigo County School Corp., 26 F.3d 728, 730 (7th Cir. 1994). When evaluating the legal sufficiency of a plaintiff's factual allegations, courts are held to a strict standard. A motion to dismiss may be granted only if "it appears beyond doubt that the plaintiff can prove no set of facts in support of his ...