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Aktiengesellschaft v. Material Sciences Corp.

January 4, 2006


The opinion of the court was delivered by: Reagan, District Judge



This order concerns Defendant's motion to reconsider pursuant to Fed. R. Civ. P. 59(e) (Doc. 44). Plaintiff SMS Demag AG and Defendant Material Sciences Corp. entered into a contract where Defendant would lease some of its technology to Plaintiff to use in Plaintiff's manufacturing business and for the purposes of sale. On May 14, 2004, Plaintiff filed suit in this Court alleging, inter alia, breach of contract, breach of warranty, and breach of the duty of good faith and fair dealing. Those were the only allegations remaining after Plaintiff filed its second amended complaint (Doc. 25). Defendant moved to dismiss Plaintiff's second amended complaint for failure to state a claim upon which relief can be granted, pursuant to Fed. R. Civ. P. 12(b)(6) (Doc. 27). This Court granted in part and denied in part, dismissing Count VII but leaving Counts I, II, and VII (Doc. 43). Now, Defendants move to reconsider that order (Doc. 44), claiming that this Court based its decision on "manifest errors of law."



A motion to reconsider served within 10 days of the Court's decision is treated as falling under Fed. R. Civ. P. 59(e). See, e.g., Britton v. Swift Transp. Co., Inc., 127 F.3d 616, 618 (7th Cir. 1997); Russell v. Delco Remy Div. of Gen. Motors Corp., 51 F.3d 746, 750 (7th Cir. 1995); United States v. Deutsch, 981 F.2d 299, 301 (7th Cir. 1992). Under that rule, the Court will reconsider and alter its decision if it has made a "manifest error of law of fact." See, e.g., Moro v. Shell Oil Co., 91 F.3d 872, 876 (7th Cir. 1996); see also Publishers Res., Inc. v. Walker-Davis Publ'ns, Inc., 762 F.2d 557, 561 (7th Cir. 1985). Motions to reconsider may not introduce new arguments. See Caisse Nationale de Credit Agricole v. CBI Indus., Inc., 90 F.3d 1264, 1270 (7th Cir. 1996)("Reconsideration is not an appropriate forum for rehashing previously rejected arguments or arguing matters that could have been heard during the pendency of the previous motion."); Bally Export Corp. v. Balicar Ltd., 804 F.2d 398, 404 (7th Cir. 1986)(motion to reconsider is not appropriate vehicle to introduce new legal theories); Publishers Res., 762 F.2d at 561 (motion to reconsider should not serve as vehicle "to tender new legal theories for the first time").


Dismissal for failure to state a claim is only proper if the plaintiff can prove no set of facts in support of his claims which would entitled him to relief.See, e.g., Alper v. Altheimer & Gray, 257 F.3d 680, 684 (7th Cir. 2001). If it is possible to hypothesize a set of facts consistent with the complaint that would entitle the plaintiff to relief, dismissal is inappropriate. See id. at 684.


The Court now examines each of the three remaining counts remaining in Plaintiff's second amended complaint in the context of the standard for reconsideration set forth above.


In Illinois, a proper claim for breach of contract must plead four elements: (1) that a valid contract exists; (2) that the plaintiff has performed under the contract; (3) that defendant failed to perform the contract; and (4) that plaintiff was injured by defendant's breach. See Priebe v. Autobarn, Ltd., 240 F.3d 584, 587 (7th Cir. 2001).

Defendant claims that Plaintiff has failed to state a valid claim for relief based upon breach of contract because it did not allege that Defendant had not performed any expressly undertaken duties in the contract. Defendant claims that under the contract it did not have the obligations that Plaintiff claimed went unperformed. This Court cited the Restatement (Second) of Contracts and Corbin on Contracts for the proposition that contract interpretation is a matter that must be left to a finder of fact unless the meaning cannot reasonably be open to interpretation. The Seventh Circuit has referenced the Restatement approvingly, and has ruled on several occasions that unless a contract provision can have only one meaning, its interpretation is a matter for the trier of fact. See Agfa-Gevaert, A.G. v. A.B. Dick Co., 879 F.2d 1518, 1521 (7th Cir. 1989); LaSalle Nat'l Bank v. Serv. Merch. Co., 827 F.2d 74, 78 (7th Cir. 1987); W. Indus., Inc. v. Newcor Canada, Ltd., 739 F.2d 1198, 1205 (7th Cir. 1984); see also Meyers v. Selznick Co., 373 F.2d 218, 222-23 (2d Cir. 1966) (Friendly, J.).

After examining the contract between the two parties, it seems that some clauses are open to interpretation. Sections 6 and 9 of the contract, among others, contemplate an ongoing relationship between the parties and leave substantial portions of the details of that ongoing relationship to the "mutual agreement of the parties." This is inconsistent with the sort of ...

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