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Nrg Solutions and Beverly Holcomb v. Neurogistics Corporation and Pam Machemehl Helmly

March 24, 2011

NRG SOLUTIONS AND BEVERLY HOLCOMB PLAINTIFFS,
v.
NEUROGISTICS CORPORATION AND PAM MACHEMEHL HELMLY DEFENDANTS.



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

MEMORANDUM OPINION AND ORDER

I.Background

This case involves a contract dispute between plaintiffs NRG Solutions ("NRG") and Beverly Holcomb, NRG's owner and operator, and defendants Neurogistics Corporation ("Neurogistics") and its CEO Pam Machemehl Helmly. The court has jurisdiction based on diversity of citizenship-Holcomb is an Illinois citizen, NRG is based in Illinois, Helmly is a citizen of Texas, and Neurogistics is based in Texas.

For the purpose of this motion, the court accepts the following facts as true. On May 4, 2009, Helmly and Holcomb signed an agreement which provided that Neurogistics would acquire the assets of NRG.*fn1 (Compl. ¶ 9 & Ex. A.) The parties also agreed that Holcomb would become an employee of Neurogistics, and that NRG's credit card debt would be guaranteed. (Id. ¶¶ 10-11.) Holcomb was to be paid a net monthly income of, at least, $4,000 and, after four months, certain commissions on sales, with a premium on sales to NRG clients. (Id. ¶ 10, Ex. A at 6.)

On July 10, 2009, Helmly repudiated the contract in a telephone call and by email. (Id. ¶ 12). As of the filing of this lawsuit, Helmly and Neurogistics have not complied with the terms of the contract. (Id. ¶ 13.) NRG and Holcomb filed their complaint on February 2, 2010 seeking $75,000 in monetary damages and specific performance of the contract.

Defendants filed a motion to dismiss, arguing (1) that the complaint fails to state a cause of action against Helmly, individually, because the contract was between only NRG and Neurogistics, and (2) that Holcomb was employed at-will by Neurogistics and thus the contract for employment could be terminated at any time without breaching the contract.

II.Standard

Federal Rule of Civil Procedure 12(b)(6) enables a defendant to seek dismissal of a complaint that fails to state a claim upon which relief can be granted. When considering a Rule 12(b)(6) motion, the court must "tak[e] all well-pleaded allegations of the complaint as true and view[ ] them in the light most favorable to the plaintiff." Santiago v. Walls, 599 F.3d 749, 756 (7th Cir. 2010) (quoting Zimmerman v. Tribble, 226 F.3d 568, 571 (7th Cir. 2000)). To survive a Rule 12(b)(6) motion to dismiss, the complaint must provide "a short and plain statement of the claim showing that the pleader is entitled to relief" so as to "give the defendant fair notice of what the . . . claim is and the grounds upon which it rests." Fed. R. Civ. P. 8(a)(2); Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007) (quoting Conley v. Gibson, 355 U.S. 41, 47 (1957)).

III.Analysis

A.Helmly's Personal Liability

Defendants argue that Helmly signed the contract only as an officer of Neurogistics, not in her individual capacity, and thus undertook no personal obligation. They contend that the provisions of the contract, which is attached to the complaint, are unambiguous.

Under Illinois law, "[a]n unambiguous contract must be enforced as written." M.S. Distributing Co. v. Web Records, Inc., No. 00 C 1436, 2001 WL 685923, *4 (N.D. Ill. June 13, 2001) (citing Bank of America Nat'l Trust & Savings Ass'n v. Schulson, 714 N.E.2d 20, 24 (Ill. App. Ct. 1999)).*fn2 Whether an ambiguity exists is a question of law which depends on whether the contract is fairly susceptible to more than one interpretation, looking at the contract as a whole. Id. The meaning of an unambiguous contract is a question of law, but the meaning of an ambiguous contract is a question for the trier of fact. LaSalle Nat'l Bank v. Serv. Merch. Co., 827 F.2d 74, 78 (7th Cir. 1987).

Defendants point to several provisions which suggest that the parties intended only Neurogistics to be bound. For example, the contract is titled "Contract between Neurogistics Corporation and NRG Solutions (both S Corps)." (Compl. Ex. A at 6.) The contract also provides that, "Beverly Holcomb will become a full time employee of Neurogistics Corporation . . . ." (Id.)

However, other parts of the contract suggest that Helmly was an intended party. The signature page states: "This contract is agreed upon freely by the following signors." It then lists Helmly and Holcomb but not their titles. (Id. at 9.) The contract also provides with respect to NRG's credit card debt, "Pam Machemehl Helmly, CEO of Neurogistics will sign an agreement to guarantee payment to both Beverly Holcomb and the co-signer of the credit cards." (Id. at ...


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