The opinion of the court was delivered by: John F. Grady, United States District Judge
Before the court is defendants' motion to dismiss the first amended complaint. For the following reasons, the motion is granted in part and denied in part.
This is an action arising out of print-brokerage contracts between plaintiffs Stand Alone Printing & Publishing, Inc. ("Stand Alone") and Jeffrey Glazer and defendant Quebecor World, Inc. ("Quebecor").*fn1 Plaintiffs originally filed this action in the Circuit Court of Cook County, Illinois in February 2005. In June 2005, the case was dismissed for want of prosecution but reinstated shortly thereafter. On June 24, 2005, plaintiffs filed a First Amended Verified Complaint (the "complaint"). Defendants Quebecor, Martin Cayer, and Jean Labelle were served with summons on, respectively, July 7, 8, and 19, 2005. On August 5, 2005, defendants removed the action to this court, asserting federal diversity jurisdiction pursuant to 28 U.S.C. § 1332. The complaint alleges the following facts, which are taken as true for purposes of the instant motion.
There is a custom in the print trade whereby brokers arrange printing contracts between printing companies and publishers, and in return receive a commission, typically a percentage of the monies paid by the publisher to the printer. Plaintiff Glazer is a broker of printing contracts for various kinds of printing jobs such as monthly periodicals. Glazer is an officer and shareholder of plaintiff Stand Alone, an Illinois corporation.*fn2
Defendant Quebecor is a Canadian corporation that is engaged in the printing business. From time to time, Quebecor engages the services of print brokers to obtain printing contracts with publishers. Defendants Jean Labelle and Martin Cayer are both employed by Quebecor as regional vice presidents.
There are three alleged brokerage agreements between either Glazer or Stand Alone and Quebecor at issue in this litigation; we will refer to them as the "General Media Agreement," the "LFP Agreement," and the "Knight Agreement."
The General Media Agreement
Around June 2001, Glazer (along with an individual named John Stanford who worked with Glazer and is not a party to this action) became aware that General Media International, Inc. ("General Media"), a publisher of periodical magazines, was "seeking a new printing contract." (First Amended Complaint ¶ 8.) Glazer had established business relationships with both General Media and Quebecor, so he brokered a contract between those parties pursuant to which Quebecor agreed to print certain of General Media's magazines. According to the complaint, but for Glazer's "efforts and actions," "Quebecor would not have received the printing contract from General Media." (Id. ¶ 10.)
On June 26, 2001, Glazer (and Stanford) entered into a written vendor/broker agreement with Quebecor (the "General Media Agreement") pursuant to which Quebecor would pay a six percent commission to Glazer on the invoices for Quebecor's printing of General Media's magazines, less freight and distribution. (The approximate value of the contract to Glazer was about $20,000 per month in commissions.) In early October 2001, Quebecor entered into its printing contract with General Media. "As an integral part of that contract, Glazer was obligated to, and did, pay [$50,000] to General Media to secure the agreement for brokerage and commission fees." (Id. ¶ 13.)
From June 2001 until October 2004, Quebecor printed General Media's magazines and paid Glazer commissions. At some point in 2003, General Media filed for bankruptcy protection pursuant to Chapter 11 of the United States Bankruptcy Code. (The proceeding was still pending at the time plaintiffs filed the first amended complaint.) In August 2004, the bankruptcy court allowed the rejection of the printing contract between General Media and Quebecor.
Either prior to or during the pendency of the General Media bankruptcy, General Media had ceased paying Quebecor for Quebecor's printing services. Subsequently, with the consent and approval of the bankruptcy court, General Media paid Quebecor approximately $1.4 million in connection with ongoing printing services. Glazer contends that he is entitled to a commission of six percent on that payment ($84,000).
In addition, Glazer negotiated with Quebecor in an effort to reduce the printing fees it was charging General Media, and he agreed to a lower commission as well. "Glazer supplied his knowledge of the business and utilized available information that was of great benefit to both Quebecor and General Media regarding lower printing costs premised upon the assurance that Glazer would retain his commission agreement, albeit somewhat lower." (Id. ¶ 18.)
Although the bankruptcy court allowed the rejection of the contract between General Media and Quebecor, Quebecor still continued to print General Media's magazines.*fn3 Notwithstanding the continuation of this relationship, Quebecor made its last payment of commissions to Glazer in October 2004. In November 2004, Quebecor sent Glazer a letter informing him that the bankruptcy court had approved General Media's plan of reorganization and the rejection of the contract between General Media and Quebecor. As a result, Quebecor stated, it was terminating its agreement with Glazer, effective immediately. Since late 2004, Quebecor printed certain of General Media's magazines, but it is alleged on information and belief that ...