United States District Court, N.D. Illinois
February 18, 2004.
BRAD FOOTE GEAR WORKS, INC., an Illinois corporation, plaintiff/ Counter-defendant,
DELTA BRANDS, INC., a Texas cororation, Defendant/ Counter-plaintiff.
The opinion of the court was delivered by: JAMES MORAN, Senior District Judge Page 2
MEMORANDUM OPINION AND ORDER
Plaintiff Brad Foote Gear Works, Inc. (BFG) brought this action
against defendant Delta Brands, Inc. (Delta) alleging breach of contract
Delta filed a counterclaim for breach of contract and BFG filed a motion
to dismiss. For the following reasons, plaintiff's motion is granted.
In deciding a Federal Rule of Civil Procedure 12(b)(6) motion to
dismiss, the court must assume the truth of all well-pleaded
allegations, making all inferences in the plaintiff's favor. Sidney S.
Arst Co. v. Pipefitters Welfare Educ. Fund. 25 F.3d 417, 420 (7th Cir.
1994). We should dismiss a claim only if it appears "beyond 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). While the complaint does not need to provide the correct legal
theory to withstand a Rule 12(b)(6) motion, it must allege all of the
elements necessary to recover. Ellsworth v. City of Racine. 774 F.2d 182,
184 (7th Cir. 1985), cert denied, 475 U.S. 1047 (1986).
BFG claims that between January and April, 2000, it entered into a
series of contracts
to manufacture equipment for Delta, but that Delta refused to pay over
$118, 000 pursuant to those contracts. A natural reading of the
counterclaim is that the parties entered into a binding agreement on
January 21, 2000, yet BFG was unable to complete its part of that
bargain, causing the parties to modify the contract, reducing the overall
price, because of the damage to Delta. Even If Delta's allegations are
true, they amount to nothing more than a claim that BFG breached the
January 21, 2000, agreement However, when Delta agreed to the contract
modification, or novation, the original contract was extinguished along
with Delta's right to sue for breach. Phillips and Arnold. Inc. v.
Frederick J. Borgsmlller. Inc., 123 111. App.3d 95, 101, 462 N.E.2d 924,
928 (5thDist. 1984). If we misunderstand the counterclaim, it can be
For the foregoing reasons, BFG's motion to dismiss Delta's counterclaim
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