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Marc Maghsoudi Enterprises, Inc. v. Ventures

September 30, 2008

MARC MAGHSOUDI ENTERPRISES, INC., D/B/A GALLERIE ONE DISTINCTIVE RUGS, PLAINTIFF,
v.
VENTURES, INC., DEFENDANT.



The opinion of the court was delivered by: Judge Joan B. Gottschall

TUFENKIAN IMPORT/EXPORT

Magistrate Judge Susan E. Cox

MEMORANDUM OPINION AND ORDER

Plaintiff, Marc Maghsoudi Enterprises, Inc. d/b/a Gallerie One Distinctive Rugs ("Gallerie One"), an Illinois corporation, has filed a complaint against defendant, Tufenkian Import/Export Ventures, Inc. ("Tufenkian"), a New York corporation, alleging fraud ("Count I"); tortious interference with a prospective economic advantage or business opportunity ("Count II"); tortious interference with contractual relations ("Count III"); tortious interference with business relations ("Count IV"); and breach of contract ("Count V"). Presently before the court is Tufenkian's motion to dismiss Gallerie One's complaint for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons set forth below, Tufenkian's motion to dismiss Counts I and V of Gallerie One's complaint is granted and its motion to dismiss Count II, III, and IV is denied.

I. BACKGROUND

The conflict in this case centers upon a dispute over an alleged oral contract between Gallerie One and Tufenkian. The relationship between the two companies began in October, 2005, when Tufenkian expressed interest in engaging Gallerie One as a dealer of Tufenkian's line of fine carpets. Under the terms of the alleged oral contract, Tufenkian required Gallerie One to purchase $75,000 worth of carpet samples to use those samples for the purpose of demonstration to potential customers. In return, Tufenkian stated that it would fill all orders for any of Tufenkian's merchandise that Gallerie One might sell. In December 2005, after paying Tufenkian for the samples, Gallerie One began its promotion and sales campaign for Tufenkian.

Between December, 2005 and March, 2007, Gallerie One purchased approximately $164,000 of additional merchandise from Tufenkian. Gallerie One sold this merchandise to its customers for approximately $330,000, earning approximately $164,000 in profit over a seventeen-month interval. According to Gallerie One, the alleged oral contract also required Gallerie One to expend an additional $15,000 during the first year of its relationship with Tufenkian to promote the Tufenkian brand in anticipation of future sales of, and profits from, Tufenkian products.

Gallerie One also extended an employment offer to Bernard Drzaga ("Drzaga"), a former salesperson for Pedian Company (d/b/a/ CRI) ("Pedian"), the prior dealer of Tufenkian carpets in Chicago's Merchandise Mart. Gallerie One offered employment to Drzaga at a guaranteed salary of $70,000 per year against future commissions, but later increased his salary to $120,000 after Tufenkian also made an employment offer to Drzaga.

On March 12, 2007, sixteen months after the commencement of the business relationship between Gallerie One and Tufenkian, Tufenkian sent a letter informing Gallerie One that Tufenkian would no longer fill orders for any of Gallerie One's customers. Shortly thereafter, Tufenkian opened its own showroom in close proximity to Gallerie One in the Merchandise Mart. Gallerie One subsequently filed the instant suit against Tufenkian. Presently before the court is Tufenkian's motion to dismiss the complaint for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6).

II. ANALYSIS

To survive a motion to dismiss under Rule 12(b)(6), "the complaint need only contain a 'short and plain statement of the claim showing that the pleader is entitled to relief.'" Equal Employment Opportunity Comm'n v. Concentra Health Servs., Inc., 496 F.3d 773, 776 (7th Cir. 2007) (quoting Fed. R. Civ. P. 8(a)(2)). The complaint "must describe the claim in sufficient detail to give the defendant 'fair notice of what the.claim is and grounds upon which it rests.and its allegations must plausibly suggest that the plaintiff has a right to relief, raising that possibility above a 'speculative level'; if they do not, the plaintiff pleads itself out of court." Concentra, 496 F. 3d at 776 (quoting Bell Atl. Corp. v. Twombly, --- U.S. ----, 127 S.Ct. 1955, 1964, 1973 n.14 (2007)). In ruling on a motion to dismiss, all reasonable inferences are drawn in favor of the plaintiff. Gastineau v. Fleet Mortg. Corp., 137 F.3d 490, 493 (7th Cir. 1998).

A. Count I: Fraud

In Count I of its complaint, Gallerie One alleges that Tufenkian devised a fraudulent scheme by which Tufenkian induced Gallerie One to enter into an oral contract in which Gallerie One agreed to sell Tufenkian's carpet. Gallerie One alleges that Tufenkian knowingly withheld the fact that it planned to open its own showroom at the same location, in direct competition with Gallerie One. Gallerie One contends that its detrimental reliance upon Tufenkian's fraudulent concealment is obvious on the face of the complaint because it is clear that Gallerie One would not have entered into a business relationship with Tufenkian had Gallerie One known that Tufenkian would terminate the relationship after just sixteen months.

A prima facie case of fraud is established by alleging that: (1) the defendant falsely stated a material fact or concealed a material fact that the defendant had a duty to disclose; (2) that the fact was intentionally misstated or concealed to induce the plaintiff to act; (3) that the plaintiff detrimentally relied upon the misstatement or the nonexistence of the fact; and (4) that the plaintiff suffered damages proximately resulting from such reliance. Lewis v. Lead Indus. Ass'n, Inc., 793 N.E.2d 869, 876 (Ill. App. Ct. 2003). A fraud claim must be pled with particularity. Fed. R. Civ. P. 9(b); Bankers Trust Co. v. Old Republic Ins. Co., 959 F.2d 677, 682 (7th Cir. 1992). Furthermore, to survive the pleading stage on a ...


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