The opinion of the court was delivered by: Sara Darrow United States District Judge
Friday, 15 June, 2012 02:07:54 PM
Clerk, U.S. District Court, ILCD
This case involves a contract dispute between Plaintiff Iowa Interstate Railroad, Ltd. ("IAIS"), a Delaware corporation with its principal place of business in Cedar Rapids, Iowa, and co-Defendants Prestige Creative Marketing, Inc., a/k/a or d/b/a Prestige Rail Mktg. ("Prestige"), an Ohio corporation with its principal place of business in New Philadelphia, Ohio, and Jason M. Johnson, a resident of Ohio. The Court has diversity-based jurisdiction pursuant to 28 U.S.C. § 1332.
Presently before the Court are Defendant Johnson's Motion to Dismiss (ECF No. 7) and Plaintiff's Motion to Strike Johnson's Motion to Dismiss (ECF No. 13). For the reasons set forth below, the Court DENIES Plaintiff's Motion to Strike and GRANTS Johnson's Motion to Dismiss. The Court further GRANTS Plaintiff leave to file an amended complaint that includes factual allegations, presuming they exist, that address the inadequacies in the present assertions against Johnson. Plaintiff shall file any such amended complaint within 28 days of this Order.
Train Festival 2011, a railroad event that took place in Rock Island, Illinois, in the summer of 2011, was planned and operated by Prestige. In late 2010, Johnson, on behalf of Prestige, contacted IAIS seeking trains and services for the event. Initially, the services IAIS was going to provide were embodied in a formal agreement styled as a "Memorandum of Understanding" ("MOU"). (Compl. ¶ 5, ECF No. 1.) Under the MOU, IAIS would provide train equipment, operating personnel, and other services to the attendees of the event. In return, Prestige agreed to pay IAIS a sum of $151,500 in two separate $75,750 installments, hotel costs for IAIS's crews ($1,423.80), and coal and diesel fuel costs for powering the locomotives ($5,365.08). (Compl., Ex. A.) The MOU expressly states that it is between the corporate entities IAIS and Prestige. (Compl., Ex. A-2 ("This Memo of Understanding is between Iowa Interstate Railroad, hereinafter referred to as IAIS and Prestige Rail Marketing, hereinafter referred to as PRM."). The MOU also indicates, however, that it was "[p]repared by: Jason Johnson, Prestige Rail Marketing and Mick Burkart, IAIS" and Johnson and Burkart signed the MOU on behalf of Prestige and IAIS, respectively, on November 9, 2010. (Compl., Ex. A-3)
In addition to the MOU, IAIS contends that it provided $11,000 of additional services for the event. IAIS alleges that these services were provided under agreements memorialized in two emails between Johnson (of Prestige) and Mick Burkart (of IAIS) on June 13, 2011, and July 5, 2011. (Compl., Exs. B, C.)
IAIS contends that it performed all of the services it was obligated to perform pursuant to the MOU and two additional ad hoc agreements. IAIS admits that Prestige made the initial $75,750 payment required under the MOU, but that the check Prestige tendered to IAIS for a second payment of $87,000 was declined due to insufficient funds and Prestige has not made any further payments to IAIS. IAIS therefore seeks damages from both Prestige and/or Johnson for breaching the agreements in the amount of $93,538.88 plus interest, in addition to attorney fees and costs.
An Answer to the Complaint was filed on October 3, 2011, at 3:57 p.m. The Answer's caption indicates it was filed only on behalf of Prestige. (See Answer, ECF No. 6 ("Defendant Prestige Creative Marketing, Inc.'s Answer to Plaintiff's Original Complaint").) However, the opening sentence of the Answer mentions both Defendants: "NOW COME the Defendants, PRESTIGE CREATIVE MARKETING, INC. ("Prestige" or "Defendant") and Defendant JASON M. JOHNSON, by and through their attorney, Thomas M. Benson of the BENSON LAW OFFICE, for their Answer to Plaintiff's Original Complaint . . . ." Each paragraph of the Answer also includes separate responses on behalf of both Prestige and Johnson, and the content of each party's responses are substantially different. Prestige's responses admit many of the allegations, including IAIS's allegation that Prestige "breached the contract and the additional agreements by failing to pay IAIS amounts owed . . . ." (See Compl. ¶ 15; ...