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Harrison Wells Partners, LLC v. Chieftain Construction Holdings

September 16, 2009

HARRISON WELLS PARTNERS, LLC, PLAINTIFF,
v.
CHIEFTAIN CONSTRUCTION HOLDINGS, LTD., DEFENDANT.



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

MEMORANDUM OPINION AND ORDER

Plaintiff Harrison Wells Partners, LLC has sued Chieftain Construction Holdings, Ltd. for breach of contract and fraud. Chieftain has moved to dismiss Harrison Wells' complaint for failure to state a claim pursuant to Federal Rule of Civil Procedure 12(b)(6). For the reasons stated below, the Court denies Chieftain's motion.

Background

The Court takes the following facts from the allegations in Harrison Wells' complaint and its exhibits. On February 12, 2008, Harrison Wells and Chieftain entered into a written agreement, the Real Estate Purchase Agreement ("Agreement"), for the sale and purchase of real property in Chicago. Once the parties signed the Agreement, Harrison Wells ceased all efforts to market the property. Pursuant to the Agreement, the parties entered into an escrow agreement, and Chieftain deposited $1,000,000 in an escrow account, of which $500,000 is still in escrow, with accrued interest.

On February 27, 2009, pursuant to the Agreement and later amendments, Chieftain mailed Harrison Wells a letter setting March 24, 2009 as the closing date for the sale of the property. Compl., Ex. 5. In the same letter, Chieftain said it was terminating the agreement, for two reasons. First, it said that because the economic value of the property had decreased, the property was no longer "in the same condition as exists as of the date of this agreement . . .," as the Agreement required. Id. at 2. Second, Chieftain said that under the Agreement, its obligation to purchase the property was subject to Harrison Wells' warranty that "there is no violation of Law relating to the Property that has not been corrected." Id. Chieftain cited an ordinance requiring a screen fence to surround the open lot and noted that the property was not fenced. Id. Chieftain advised letter that under the Agreement, Harrison Wells had fifteen days to cure this default. Id. Chieftain said that it anticipated that Harrison Wells would be unable to cure either default. Id. As a result of the anticipated noncompliance, Chieftain stated, it was electing to terminate the Agreement, and it demanded the immediate return of its earnest money with earned interest, plus all costs and expenses it had incurred in connection with the Agreement. Id. at 2-3.

On March 1, 2009, Chieftain failed to make an "advance carrying cost deposit" of $285,000 required by the Agreement. Harrison Wells notified Chieftain of its default by letter dated March 3, 2009. Chieftain failed to close the transaction on March 24, 2009. Harrison Wells informed Chieftain of this default as well, and it demanded performance of Chieftain's obligation under the Agreement to release to Harrison Wells the funds held in escrow. To date, Chieftain has not cured either alleged default or released the escrowed funds.

Discussion

When considering a motion to dismiss a complaint, the Court accepts the facts stated in the complaint as true and draws reasonable inferences in favor of the plaintiff. Hallinan v. Fraternal Order of Police of Chicago Lodge No. 7, 570 F.3d 811, 820 (7th Cir. 2009). To survive a motion to dismiss under Rule 12(b)(6), the complaint must include enough facts to state a claim for relief that is plausible on its face. Ashcroft v. Iqbal, 129 S.Ct. 1937, 1950 (2009); Bissessur v. Ind. Univ. Bd. of Trs., No. 08-3504, 2009 WL 2902076, at *2 (7th Cir. Sept. 11, 2009). A claim is plausible on its face "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Iqbal, 129 S.Ct. at 1949. "This said, in examining the facts and matching them up with the stated legal claims, [a court] give[s] 'the plaintiff the benefit of imagination, so long as the hypotheses are consistent with the complaint.'" Bissessur, 2009 WL 2902076, at *2 (quoting Sanjuan v. Amer. Bd. of Psychiatry and Neurology, Inc., 40 F.3d 247, 251 (7th Cir. 1994)).

1. Breach of Contract Claim

Chieftain contends that Harrison Wells' breach of contract claim fails to include facts sufficient to establish a breach and that Harrison Wells pled itself out of court by attaching a document to the complaint that is odds with its allegations.

Under Illinois law, "[t]he elements of a breach of contract claim are: (1) the existence of a valid and enforceable contract; (2) performance by the plaintiff; (3) breach of contract by the defendant; and (4) resultant injury to the plaintiff."

Henderson-Smith &Assocs. Inc. v. Nahamani Family Serv. Ctr., Inc., 323 Ill. App. 3d 15, 27, 752 N.E.2d 33, 43 (2001). Harrison Wells' complaint sufficiently alleges these elements. Harrison Wells alleges that the parties entered into the Agreement on February 12, 2008. Compl. ¶ 4. It alleges that both parties met the terms of the Agreement and its amendments until March 1, 2009, when Chieftain failed to make a required deposit of $285,000. Id. ¶¶ 1-11. Harrison Wells alleges that Chieftain again breached its obligations under the Agreement by failing to close the transaction on March 24, 2009. Id. ¶ 14. Since then, Harrison Wells alleges, Chieftain has not performed its obligation to release the funds held in escrow. Id. ¶¶ 16-18. Harrison Wells claims it performed all of its obligations under the Agreement. Id. ¶ 15. One can reasonably infer from Harrison Wells' allegations that it was harmed by Chieftain's failure to close the transaction or release the funds held in escrow. Id. ¶¶ 13, 16-18.

Chieftain also argues that a document Harrison Wells attached to its complaint undermines its claim. Chieftain is correct that a "copy of any written instrument which is an exhibit to a pleading is part thereof for all purposes." Fed. R. Civ. P. 10(c). In addition, "when a written instrument contradicts allegations in a complaint to which it is attached, the exhibit trumps the allegations." N. Ind. Gun & Outdoor Shows, Inc. v. City of S. Bend, 163 F.3d 449, 454 (7th Cir. 1998). "Dismissal on the basis of facts in that instrument is proper," however, "only if the plaintiff relies upon it 'to form the basis for a claim or part of a claim.'" Carroll v. Yates, 362 F.3d 984, 986 (7th Cir. 2004) (quoting Thompson v. Ill. Dep't of Prof'l Regulation, 300 F.3d 750, 754 (7th Cir. 2002)). In Northern Indiana Gun, the Seventh Circuitcautioned against "accepting every word in a unilateral writing by a defendant and attached by a plaintiff to a complaint as true, [because] it is necessary to consider why the plaintiff attached the documents, who authored the documents, and the reliability of the documents." 163 F.3d at 455.

When Harrison Wells attached Chieftain's letter to its complaint, it did not adopt Chieftain's claims in the letter. Rather, Harrison Wells cited the letter to show that Chieftain set a closing date of March 24, 2009 and backed out of the contract, and to support the fraud claim, Compl. ΒΆΒΆ 9, 24; see Pl.'s Resp. to Mot. to Dismiss at 3-6. In its motion to dismiss, Chieftain relies on the claimed truth of what it said in the letter to support its contention that it properly terminated the Agreement. On a motion to dismiss, however, it is inappropriate to take as true "letters written by the [defendant] for what could be self-serving purposes." Northern Indiana Gun, 163 F.3d at 455. Chieftain's letter is not ...


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