The opinion of the court was delivered by: Jeanne E. Scott, U.S. District Judge
This cause is before the Court on Defendant Korean War Veterans National Museum and Library's Motion to Dismiss Plaintiff's Complaint (d/e 5). Plaintiff, The Compass Group, Inc. d/b/a Frank Pisch & Associates, Inc., filed a Response to Defendant's Motion to Dismiss (d/e 6). For the reasons stated below, the Motion to Dismiss is denied.
According to the Complaint (d/e 1), Plaintiff is a Virginia corporation, licensed to do business in Illinois, but with its principal place of business in Virginia.*fn1 Plaintiff is engaged in the business of providing fund-raising consulting services to non-profit corporations. Defendant is a not-for-profit corporation registered in the State of Illinois with its principal place of business in Springfield, Illinois. Defendant is attempting to establish a museum and library dedicated to the Korean War.
On or about August 26, 2006, the parties signed a document (the Agreement) in which Plaintiff agreed to conduct a 15 million dollar capital campaign from September 1, 2006, to August 30, 2010, for the construction of the museum. In consideration, Defendant agreed to pay a total of $1,440,000.00 over the 48-month period. Specifically, the Agreement states:
The Korean War Veterans National Museum and Library desires to retain The Compass Group to direct the conduct of a $15,000,000 capital campaign in support of the construction of a museum.
The Compass Group team will consist of Mr. Frank Pisch, Chairman & CEO, Mr. Robert Bull, Senior Vice President and other specialists as appropriate.
The Compass Group agrees to provide these services to the Korean War Veterans National Museum and Library for a period of forty-eight (48) months, beginning September 1, 2006 and ending August 30, 2010. . . . .
The fee for these services is thirty thousand dollars ($30,000) per month for a total amount to be paid by the Korean War Veterans National Museum and Library to the Compass Group of one million four hundred forty thousand dollars ($1,440,000).
Complaint, Exhibit A, Agreement ¶ 1-3, 5. Yet, the Agreement also provides:
Decisions in all matters of campaign strategy will be made jointly by the Korean War Veterans National Museum and Library and The Compass Group, however the Korean War Veterans National Museum and Library will have control and approval over the prospects to be solicited as well as the content and volume of any solicitation.
On February 29, 2008, Plaintiff filed the Complaint, which alleges breach of contract. Plaintiff alleges that it has performed all conditions required of it by the Agreement and that Defendant breached the Agreement by failing to make its monthly payments. Plaintiff now seeks damages in excess of $280,000.00.
Defendant has moved to dismiss. Defendant argues that the Agreement is not a contract, and therefore Plaintiff cannot state a claim for breach of contract. Defendant contends that the parties failed to reach a mutual understanding of the obligations of the parties, namely the duties of the Plaintiff, and that the Agreement thus lacks a necessary element of a valid contract. Motion to Dismiss ...