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Adler School of Professional Psychology, Inc. v. Page

August 10, 2009

ADLER SCHOOL OF PROFESSIONAL PSYCHOLOGY, INC., PLAINTIFF,
v.
LINDA PAGE, DOING BUSINESS AS ADLER SCHOOL OF PROFESSIONAL PSYCHOLOGY, ONTARIO, DEFENDANT.



The opinion of the court was delivered by: Matthew F. Kennelly United States District Judge

MEMORANDUM OPINION AND ORDER

MATTHEW F. KENNELLY, District Judge

Adler School of Professional Psychology, Inc. (Adler Chicago) has sued Linda Page (Page) for breach of contract, account stated, and unjust enrichment. Page has moved for summary judgment on all of Adler Chicago's claims. For the reasons stated below, the Court denies Page's motion.

Background

This is a diversity suit. Adler Chicago is an Illinois not-for-profit corporation. It offers doctoral and master's programs in psychology and behavioral sciences. Page is a Canadian citizen residing and working in Toronto, Ontario. She is affiliated with the Adler School of Professional Psychology, Ontario (Adler Ontario).

It appears that in February 1993, the first directors of Adler Ontario incorporated that entity as a not-for-profit corporation in Ontario, Canada. On the application for incorporation, the "applicants who are to be the first directors of the Corporation" are listed as Wendy Bonus, Malika Hollander, and Robert Hart. Def.'s Mot. for Summ. J., Ex. A ¶ 5. Page's name does not appear anywhere on the application.

In May 1995, Adler Chicago and Page/Adler Ontario entered into an agreement that allowed Adler Ontario to operate as a satellite school for Adler Chicago in return for Adler Ontario making payments to Adler Chicago. See Compl., Ex. A, pp. 1-4. Specifically, section 1(h) of the agreement states that "Adler Ontario will collect and remit to Adler Chicago a fee of CDN$60.00 per student credit hour transferred (payable, however, in U.S. dollars rounded to the next higher even dollar amount)." Id., Ex. A ¶ 1(h).

On January 12, 1999, Page sent a memorandum to Randall Thompson, then the president of Adler Chicago, summarizing the results of a meeting between Page and Thompson the previous day. Id., Ex. A, p. 5. In the memorandum, Page states that they had agreed to "make every attempt to reconcile our respective records of both due and payable and payable but not due credit transfer fees by the fiscal year end." Id. Page states that they also agreed that the remittance fee per credit hour would be paid based on the current exchange rate, which was USD$40.00 for the 1998-1999 year.

Id. Page also states in the memorandum that "Adler Ontario will make every effort to forward to Adler Chicago USD40 per credit by 90 days after completion of courses." Id.

Adler Chicago alleges that Page failed to pay the remittance fee for hundreds of student credit hours and that Page is liable to Adler Chicago for approximately $180,000.00 in past due student credit hour remittances. Compl. ¶¶ 8-9. Adler Chicago originally sued "Linda Page d/b/a Adler School of Professional Psychology, Ontario." Page has moved for summary judgment, arguing that she is improperly sued as an individual. Page filed her motion in lieu of an answer, before any opportunity for discovery. The Court notes that Adler Chicago has since filed an amended complaint naming Adler Ontario as an additional defendant.

Discussion

Summary judgment is proper "if the pleadings, the discovery and disclosure materials on file, and any affidavits show that there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." FED. R. CIV. P. 56(c); see also Cracco v. Vitran Exp., Inc., 559 F.3d 625, 633 (7th Cir. 2009). When determining whether a genuine issue of material fact exists, the Court must view the evidentiary record in the light most favorable to the nonmoving party and draw all reasonable inferences in that party's favor. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 254 (1986); see also Lesch v. Crown Cork & Seal Co., 282 F.3d 467, 471 (7th Cir. 2002). Assessment of credibility and weighing of evidence are, however, issues of fact to be determined by the trier of fact, not by the Court on a motion for summary judgment. See Anderson, 477 U.S. at 255.

Page's liability in this case turns largely on whether she signed the agreement with Adler Chicago as an individual or only as a representative of Adler Ontario. The agreement states that it is "between the Adler School of Professional Psychology, an Illinois Not-For-Profit Corporation ('Adler Chicago'), and the Adler School of Professional Psychology, ...


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