The opinion of the court was delivered by: JOHN W. DARRAH, District Judge
MEMORANDUM OPINION AND ORDER
Plaintiff, Peter E. Weyent, filed suit against Defendants, Vertical
Networks, Inc. ("Vertical Networks") and Alan Fraser, in connection with
a breach of an employment contract. Now before the Court is Defendants'
Motion to Dismiss Counts III-VII of Plaintiff's Amended Complaint,
pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons
that follow, that motion is denied.
In reviewing a motion to dismiss, the court reviews all facts alleged
in the complaint and any reasonable inferences drawn therefrom in the
light most favorable to the plaintiff. See Marshall-Mosby v.
Corporate Receivables, Inc., 205 F.3d 323, 326 (7th Cir. 2000). A
plaintiff is not required to plead the facts or elements of a claim, with
the exceptions found in Federal Rule of Civil Procedure 9. See
Swierkiewicz v. Sorema, 534 U.S. 506, 511 (2002); Walker v.
Thompson, 288 F.3d 1005, 1007 (7th Cir. 2002). Dismissal is
warranted only if "it appears beyond a doubt that the plaintiff can prove
no set of facts in support of his claim which would
entitle him to relief," Conley v. Gibson, 355 U.S. 41,
45-46 (1957). The "suit should not be dismissed if it is possible to
hypothesize facts, consistent with the complaint, that would make out a
claim." Graehling v. Village of Lombard, III., 58 F.3d 295, 297
(7th Cir. 1995).
The facts, for the purposes of this motion, are taken as true from
Weyent's Amended Complaint. The facts, for the purposes of this motion,
are as follows. Vertical Networks is a California corporation with its
principal place of business in California. At all times relevant to this
action, Fraser was the President and Chief Executive Officer of Vertical
From March 1, 1999, until December 31, 2002, Weyent was employed by
Vertical Networks as a Regional Enterprise Manager. Weyent and Vertical
Networks entered into and executed two employment contracts, which are at
issue in this action.
For each year of Weyent's employment, Vertical Networks prepared a
Sales Compensation Plan (the "Plan" or "Plans") for members of its sales
team. The Plans are a series of written documents that were formally
executed by a Vertical Networks representative and Weyent. The Plans
provided for a certain amount of additional compensation if Weyent
reached applicable revenue targets.
In 2001, Weyent secured a purchase order from an Illinois-based
company, Household Finance Corporation. Pursuant to the terms of the 2001
Plan, Weyent was eligible to receive increased compensation; but he was
not paid the full amount due under the 2001 Plan. In 2002, Weyent secured
another purchase order from Household Finance Corporation. Pursuant to
the terms of the 2002 Plan, Weyent was eligible to receive increased
compensation; but he was not paid the full amount due under the 2002
Vertical Networks seeks to dismiss Count III, IV, and V of Weyent's
Amended Complaint. Both Vertical Networks and Fraser seek to dismiss
Count VI of Weyent's Amended Complaint. Finally, Fraser seeks to dismiss
Count VII of Weyent's Amended Complaint.
Quantum Meruit and Unjust Enrichment Claims
Vertical Networks contends that Weyent is unable to state a claim for
Count III and IV, his quantum meruit and unjust enrichment
Claims. According to Vertical Networks, Illinois law prohibits parties
from bringing both a breach of contract claim and a quasi-contract claim,
such as a claim for unjust enrichment.
Under Illinois law, a party cannot "state a claim for unjust enrichment
when a contract governs the relationship between the parties." Lilly
v. Ford Motor Co., No. 00 C 7372, 2002 WL 84603, at *6 (N.D. Ill.
Jan. 22, 2002) (Lilly) (quoting First Commodity Traders,
Inc. v. Heinold Commodities, Inc., 766 F.2d 1007, 1011 (7th Cir.
1985)). In Lilly, however, both the contract claim and the
quasi-contract were allowed to be pled because a good faith ...