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Shair v. Qatar Islamic Bank

March 16, 2009

KHALED A. SHAIR, PLAINTIFF,
v.
QATAR ISLAMIC BANK, KHALID BIN AHMAD AL SWAIDI, ABDELLTAIF AL MEER, AND CHAUDHARY MOHAMMAD WASI, DEFENDANTS.



The opinion of the court was delivered by: Judge Joan H. Lefkow

MEMORANDUM OPINION AND ORDER

Defendants, Qatar Islamic Bank ("QIB"), Khalid Bin Ahmad Al Swaidi ("Swaidi"), Abdullatif Al Meer ("Al Meer") and Chaudhary Mohammad Wasi ("Wasi"), move to dismiss and strike portions of the complaint filed by Plaintiff, Khaled A. Shair ("Shair"), under Federal Rules of Civil Procedure 12(b)(6) and 9(b). Shair's complaint asserts claims for breach of contract (Count I) and, in the alternative, quantum meruit (Count II) and promissory estoppel (Count III); fraud (Count IV); and promissory fraud (Count V). Jurisdiction is proper under 28 U.S.C. §1332 because the parties are completely diverse, as the plaintiff is a citizen of Illinois and defendants are citizens of a foreign state, and the amount in controversy is in excess of $75,000. For the reasons discussed herein, the defendants' motion to dismiss and strike [#39] will be granted in part and denied in part.

LEGAL STANDARD

A motion to dismiss under Rule 12(b)(6) challenges a complaint for failure to state a claim upon which relief may be granted. See Fed. R. Civ. P. 12(b)(6); General Elec. Capital Corp. v. Lease Resolution Corp., 128 F.3d 1074, 1080 (7th Cir. 1997). For the purposes of a Rule 12(b)(6) motion, the court takes as true all well-pleaded facts in the complaint and draws all reasonable inferences in favor of the plaintiff. Jackson v. E.J. Brach Corp., 176 F.3d 971, 977 (7th Cir. 1999). "To state a claim upon which relief may be granted, the complaint need only contain a 'short and plain statement of the claim showing the pleader is entitled to relief.'" EEOC v. Concentra Health Servs., Inc., 496 F.3d 773, 776 (7th Cir. 2007) (citing 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 the grounds upon which it rests." Id. at 776 (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 1964, 167 L.Ed. 2d 929 (2007)). "[I]ts allegations must plausibly suggest that the defendant has a right to relief, raising that possibility above a speculative level." Id.

Additionally, because Shair also asserts claims for fraud and promissory fraud, Counts IV and V are subject to the heightened pleading standard of Rule 9(b), which requires the plaintiff to "to state with particularity the circumstances constituting fraud or mistake." Fed. R. Civ. P. 9(b). The plaintiff must plead the "who, what, where, when, and how" of the alleged fraud. Uni*Quality, Inc. v. Infotronx, Inc., 974 F.2d 918, 923 (7th Cir. 1992) (internal quotations and citations omitted). "In a case involving multiple defendants . . . . the complaint should inform each defendant of the nature of his alleged participation in the fraud." Vicom, Inc. v. Harbridge Merchant Servs., 20 F.3d 771, 778 (7th Cir. 1994); see also Zic v. Italian Gov't Travel Office, 149 F. Supp. 2d 473, 477 (N.D. Ill. 2001) ("The particularity requirement of Rule 9(b) means that a plaintiff may not 'lump' multiple defendants together in a fraud claim; he must identify the nature of defendant's participation in the alleged fraud.").

BACKGROUND*fn1

Defendants Swaidi, Wasi, and Al Meer ("individual defendants") are officers of QIB.*fn2

Prior to October 2004, Shair was the managing director of Founders Group, Inc., a holding company of several domestic U.S. banks and CEO of one of its subsidiaries. Shair and the individual defendants met on March 21, 2004 in Chicago, Illinois to discuss establishing a commercial bank in the United States, to be named "US Finance House," that would provide banking services based upon Islamic banking principles. Shair alleges that, at that meeting, the individual defendants authorized Shair to take all the necessary steps to organize and obtain required banking licenses for US Finance House and agreed to compensate him for his services.

On April 26, 2004, Shair traveled to Doha, Qatar to meet with the individual defendants. Shair alleges that they discussed the organization and licensing of US Finance House, as well as hiring and compensating Shair for the services he was to render as CEO of US Finance House. On April 28, 2004, Swaidi wrote a letter to Shair on QIB stationery ("April 28th letter") which states:

Dear Mr. Shair,

Thank you for your accepting our invitation and visiting us in Doha on 26th April 2004. We appreciate your professional assistance provided to us in respect of US Finance House, Chicago. It is our pleasure to offer you the appointment in US Finance House as Chief Executive Officer (CEO) with remuneration in line with American Finance Industry Standards. However, your appointment and remuneration shall be confirmed by the Board of Directors of US Finance House.

Effective 1st May, 2004, we will pay US$10,000 on a monthly retainer till the confirmation of your appointment as CEO by the Board of Directors. Such payment shall be to meet your cost of engagement in respect of professional services rendered by you.

We highly appreciate your cooperation and professional assistance.

Thanking you, Khalid Bin Ahmed Al Swaidi Chairman Ex. B to Compl. Shair alleges that he immediately accepted the offer of employment by undertaking tasks on behalf of US Finance House, such as undertaking a feasibility study and business plan supporting the likely success of US Finance House as a licensed bank in Illinois. Compl. ΒΆΒΆ 20-21. Shair asserts that ...


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