The opinion of the court was delivered by: Judge Rebecca R. Pallmeyer
MEMORANDUM OPINION AND ORDER
Plaintiff Kathy Sefton claims the Toyota RAV4 she purchased lacks a valuable navigation feature. She filed this action on behalf of a class of purchasers against Defendants Toyota Motor Sales USA, Inc., Autonation, Inc., and Libertyville Toyota. Plaintiff alleges that when she purchased her 2009 Toyota RAV4 from Libertyville Toyota, she spent about $4,000 for an extra value package that Defendants represented would include XM NavTraffic capability. In fact, Plaintiff alleges, with or without the extra package, the RAV4 cannot support a NavTraffic system. Plaintiff asserts five claims on behalf of herself and the purported class, seeking damages for Defendants' alleged misrepresentation. Defendants move to dismiss Plaintiff's complaint. For the reasons that follow, the motion is granted as to all claims except the claim for breach of contract against Defendant Libertyville Toyota.
On a motion to dismiss, the court must "accept as true all well-pleaded facts alleged, drawing all possible inferences in the plaintiff's favor." Lake v. Neal, 585 F.3d 1059, 1060 (7th Cir. 2009). Plaintiff purchased the 2009 Toyota RAV4 from Defendant Libertyville Toyota in November 2008.*fn1 (Compl. ¶ 11.) Defendant AutoNation owns Libertyville Toyota and employs its staff. (Id. ¶¶ 4-5.) Defendant Toyota Motor Sales is the sales, distribution, and marketing unit for Toyota Motor Corporation; it is responsible for advertising, marketing materials, and supervising dealer marketing. (Id. ¶¶ 3, 9.)
Without specifically identifying the persons(s) she negotiated with, Plaintiff alleges that when she purchased the vehicle, she had a choice between two "Limited Extra Value Packages." (Compl. ¶ 12.) Plaintiff chose Package #2 and paid $4,110 for it. (Id. ¶ 13.) At the time of the purchase, Defendants represented to Plaintiff that the RAV4 and/or Package #2 was XM NavTraffic capable.*fn2 (Id. ¶ 14.) The representations were made by AutoNation's and Libertyville Toyota's employees and signs, and by Toyota Motor Sales's online, print advertising, manuals, and signs. (Id.) After the purchase, Plaintiff made several trips to Libertyville Toyota before finally learning that her RAV4 was not NavTraffic capable with or without Package #2. (Id. ¶ 15.)
Plaintiff brought this lawsuit, alleging breach of contract (Count I); unjust enrichment (Count II); violation of the Illinois Consumer Fraud and Deceptive Business Practices Act ("ICFA"), 815 ILCS 505/2 (2006) (Count III); and breach of express warranty (Count IV); and she seeks an accounting (Count V). She seeks to represent a class, preliminarily defined as:
All consumers throughout the United States who purchased a 2009 RAV4 and/or a 2009 RAV4 with Package #2. The class does not include Defendants, or their officers, directors, agents or employees. (Compl. ¶ 17.) Defendants filed a motion to dismiss the complaint for failure to state a claim, and Plaintiff filed a motion for class certification. The court continued Defendants' motion for briefing and continued Plaintiff's motion pending discovery. The parties have filed their briefs on Defendants' motion.
To survive a motion to dismiss for failure to state a claim, a complaint must contain "a short and plain statement of the claim showing that the pleader is entitled to relief." FED. R. CIV. P. 8(a)(2). Detailed factual allegations are not required, but the plaintiff must provide enough facts "to raise a right to relief above the speculative level." Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). The plaintiff must present "more than labels and conclusions, and a formulaic recitation of the elements of a cause of action will not do." Id.; see also Ashcroft v. Iqbal, 129 S.Ct. 1937 (2009); Brooks v. Ross, 578 F.3d 574, 580-81 (7th Cir. 2009).
A. Breach of Contract (Count I)
Under Illinois law, to state a claim for breach of contract, Plaintiff must allege "(1) the existence of a valid and enforceable contract; (2) substantial performance by the plaintiff; (3) a breach by the defendant; and (4) resultant damages." TAS Distributing Co. v. Cummins Engine Co., 491 F.3d 625, 631 (7th Cir. 2007) (citing W.W. Vincent & Co. v. First Colony Life Insurance Co., 351 Ill. App. 3d 752, 759, 814 N.E.2d 960, 967 (1st Dist. 2004)). "A court must initially look to the language of a contract alone, as the language, given its plain and ordinary meaning, is the best indication of the parties' intent." Gallagher v. Lenart, 226 Ill. 2d 208, 233, 874 N.E.2d 43, 58 (2007). Under the parol-evidence rule, extrinsic evidence of the contract's meaning may be considered only if the language of the contract is ambiguous, that is, susceptible to more than one meaning. Id.
Defendants first argue that Plaintiff has pleaded herself out of court because the contract attached to her complaint as Exhibit A says nothing about NavTraffic capabilities. (Defs' Br. at 3-4.) The contract also says nothing about the Limited Extra Value Package, for which Plaintiff alleges she paid $4,110. (Compl. ¶¶ 13-15.) Drawing inferences in Plaintiff's favor, as required at this stage, the court assumes that Plaintiff's purchase of the package is reflected in the cash price of $33,117 set forth in the contract. (Id., Ex. A.) That amount appears on a line of the printed form beside the words "Cash Price (including any accessories, services and taxes.)" (Id.) But no accessories, services, or taxes are enumerated in the contract. Because the word "accessories" is not defined in the contract, and because Plaintiff has alleged that she had a choice between two accessory packages, (id., ¶ 12), that term is ambiguous. Plaintiff has alleged that the contract included a promise that the vehicle had NavTraffic capability, (id., ¶¶ 12, 14), and on a motion to dismiss for failure to state a claim, the court must assume the truth of the Plaintiff's allegations. Lake, 585 F.3d at 1060. Thus, Plaintiff has sufficiently alleged that NavTraffic capability was a part of the contract and has satisfied the first elements of her claim for breach of contract.
Defendants do not challenge any of the other elements of the claim, but they do argue that Defendants Toyota Motor Sales and AutoNation cannot be liable for breach of contract because they were not parties to the contract. (Defs' Br., at 4.) Indeed, Exhibit A is a contract between Plaintiff and Libertyville Toyota, and Plaintiff's Complaint alleges that she purchased the vehicle from Libertyville Toyota. (Compl. ¶ 11, Ex. A.) Plaintiff points out that the contract is for a Toyota vehicle, states that it will be assigned to Toyota Motor Credit Corporation, and bears the Toyota logo accompanied by the words "Toyota Financial Services" in the upper right corner. (Pl's Br., at 8.) Plaintiff has not, however, alleged any connection between Toyota Motor Credit Corporation or Toyota Financial Services and Defendants Toyota Motor Sales or AutoNation. Nor is the appearance of the Toyota name or logo on a contract sufficient, without more, to make Toyota Motor Sales a party to the contract. Meeker v. Gray, 142 Ill. App. 3d 717, 727-28, 492 N.E.2d 508, 515 (5th Dist. 1986) (defendant who was not a party to a contract could not be held jointly and severally liable with co-defendants who were parties); see also Thomas v. Caldwell, 50 Ill. 138, 1869 WL 5188, at *1 (1869) (mere appearance of individual's name in body of contract did not make individual a party to the contract). Similarly, Plaintiff's argument that by making false representations about the contract all Defendants became a party to it must also fail. Plaintiff cites no authority for the proposition that a party can be bound by a written contract merely because that party made false representations about the contract's terms.
Plaintiff's alternative argument is that she has included allegations that, in her view, are sufficient to state a claim that Toyota Motor Sales and AutoNation are parties to the contract. (Pl's Br., at 7-8.) The complaint does include allegations that all Defendants made the offer creating the contract and that all Defendants breached the contract, (id. ¶ 24-27), but these conclusory allegations are insufficient to survive a motion to dismiss because they do nothing more than parrot the elements necessary to prove the cause of action. Twombly, 550 U.S. at 555 (plaintiff must plead "more than labels and conclusions"). Moreover, ...