The opinion of the court was delivered by: Alesia, District Judge.
MEMORANDUM OPINION AND ORDER
Before the court is plaintiff MAN Roland Incorporated's motion
to strike defendant Quantum Color Corporation's amended
affirmative defenses. For the following reasons, the court denies
in part and grants in part plaintiff MAN Roland Incorporated's
motion to strike Quantum Color Corporation's amended affirmative
For the sake of brevity, the court will not restate the facts.
The facts may be found in MAN Roland Inc. v. Quantum Color
Corporation, 57 F. Supp.2d 568 (N.D.Ill. 1999). Any additional
facts, the court will discuss in further detail under the
appropriate affirmative defense.
In this motion, MAN Roland Incorporated (MAN Roland) argues
that all seven of Quantum Color Corporation's ("Quantum") amended
affirmative defenses are insufficient. Thus, the court should
strike these amended affirmative defenses.
A. Standard of review for motions to strike affirmative
Under Federal Rule of Civil Procedure 12(f), "the court may
order stricken from any pleading any insufficient defense."
FED.R.CIV.P. 12(f). Nevertheless, motions to strike are generally
disfavored. Heller Financial, Inc. v. Midwhey Powder Co.,
883 F.2d 1286, 1294 (7th Cir. 1989); Codest Eng'g v. Hyatt Int'l
Corp., 954 F. Supp. 1224, 1228 (N.D.Ill. 1996). Thus, these
motions will be granted only if the affirmative defenses are
insufficient as a matter of law or present no questions of law or
fact. Heller, 883 F.2d at 1294 (citing United States v. 416.81
Acres of Land, 514 F.2d 627, 631 (7th Cir. 1975)).
Affirmative defenses are pleadings and, therefore, are subject
to all of the pleading requirements of the Federal Rules of Civil
Procedure. Id. (citing Bobbitt v. Victorian House, Inc.,
532 F. Supp. 734, 736-37 (N.D.Ill. 1982)). Accordingly, affirmative
defenses must set forth a "short and plain statement."
FED.R.CIV.P. 8(a). Furthermore, the affirmative defenses must
fulfill the Federal Rule of Civil Procedure 12(b)(6) standard.
Codest, 954 F. Supp. at 1228 (citing Bobbitt, 532 F. Supp. at
Under Federal Rule of Civil Procedure 12(b)(6), the court must
accept all factual allegations as true and draw all reasonable
inferences in favor of the pleader. Midwest Grinding Co. v.
Spitz, 976 F.2d 1016, 1019 (7th Cir. 1992). If, when viewed in
the light most favorable to the pleader, the allegation fails to
state a claim upon which relief can be granted, the court must
dismiss it. See FED.R.CIV.P. 12(b)(6); Gomez v. Illinois State
Bd. of Educ., 811 F.2d 1030, 1039 (7th Cir. 1987). However, the
court may dismiss the allegation only if it appears beyond a
doubt that the pleader can prove no set of facts in support of
his claim that would entitle him to relief. Conley v. Gibson,
355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957).
Even under the liberal notice pleading standard of the Federal
Rules of Civil Procedure, however, an allegation must include
either direct or inferential allegations respecting all material
elements of the claim asserted. Perkins v. Silverstein,
939 F.2d 463, 466 (7th Cir. 1991). Bare legal conclusions attached to
narrated facts will not suffice. Strauss v. City of Chicago,
760 F.2d 765, 768 (7th Cir. 1985).
In analyzing these defenses, the court will apply Illinois law
because the contract specifically states that the parties entered
into this contract in Illinois and that Illinois law shall govern
the contract. (Pl. Compl.Ex.1.) Under Illinois law, Article II of
the Uniform Commercial Code ("UCC") applies to transactions in
goods. 810 ILL. COMP.STAT. 5/2-102. However, "[u]nless displaced
by the particular provisions of this Act [the UCC], principles of
law and equity, including the law merchant and the law relative
to . . . fraud, misrepresentation, . . . mistake . . . or other
validating or invalidating cause shall supplement" the UCC's
provisions. Id. 5/1-103. Thus, where the UCC is silent on the
issue, this court will rely upon common law cases.
C. First and second amended affirmative defenses — Mistake
In its first and second amended affirmative defenses, Quantum,
respectively, alleges that either both it and MAN Roland were
mistaken or just it was mistaken about certain material facts
which formed the bases to their contract. Quantum claims that
these alleged mistakes constitute a defense to MAN Roland's
claims. However, MAN Roland argues that both the first and second
amended affirmative defenses fail because (1) there were no
mistakes which are material to ...