United States District Court, N.D. Illinois, Eastern Division
STEPHEN V. MOONEY, Plaintiff,
WYNDHAM WORLDWIDE OPERATIONS, INC., Defendant.
JOAN B. GOTTSCHALL, District Judge.
Plaintiff Stephen V. Mooney brought a four-count complaint against Wyndham Worldwide Operations, Inc., asserting claims under Illinois law. Wyndham moved to dismiss the complaint, and Mooney moved for leave to file an amended complaint. For the reasons explained below, the motion for leave to file an amended complaint  is denied without prejudice. The motion to dismiss  is granted as to Count I, but denied as to Counts III and IV. Mooney may file an amended complaint by August 1, 2014. A status hearing is set for August 6, 2014.
Mooney's claims stem from his belief that he is owed commissions that went unpaid after his termination from Wyndham on January 4, 2008. He alleges that he is owed commissions under Wyndham's 2007 Compensation Program. In his original complaint, Mooney sought relief under the Illinois Sales Representative Act (ISRA) (Count I), for breach of contract (Count II), for quantum meruit (Count III), and for unjust enrichment (Count IV). Mooney now requests leave to file an amended complaint, substituting his ISRA claim for a claim under the Illinois Wage Payment and Collection Act (IWPCA) in Count I. He also withdraws his breach of contract claim. Wyndham argues that Mooney's motion should be denied on the grounds that an amendment substituting in the IWPCA claim would be futile, and asks the court to dismiss the quantum meruit and unjust enrichment claims as untimely and for failing to state a claim.
II. LEGAL STANDARD
Leave to file an amended complaint is "given freely when justice so requires." Fed.R.Civ.P. 15(a). This lenient standard, however, "does not mean [leave] must always be given. District courts have broad discretion to deny leave to amend where there is undue delay, bad faith, dilatory motive, repeated failure to cure deficiencies, undue prejudice to the defendants, or where the amendment would be futile." Hukic v. Aurora Loan Servs., 588 F.3d 420, 432 (7th Cir. 2009).
To survive a motion to dismiss pursuant to Fed.R.Civ.P. 12(b)(6), a complaint must "state a claim to relief that is plausible on its face." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim satisfies this pleading standard when its factual allegations "raise a right to relief above the speculative level." Twombly, 550 U.S. at 555-56; see also Swanson v. Citibank, N.A., 614 F.3d 400, 404 (7th Cir. 2010) ("[P]laintiff must give enough details about the subject-matter of the case to present a story that holds together."). For purposes of the motion to dismiss, the court takes all facts alleged by the claimant as true and draws all reasonable inferences from those facts in the claimant's favor, although conclusory allegations are not entitled to this presumption of truth. Virnich v. Vorwald, 664 F.3d 206, 212 (7th Cir. 2011). Moreover, "a plaintiff can plead himself out of court by alleging facts which show that he has no claim, even though he was not required to allege those facts." Jackson v. Marion Cnty., 66 F.3d 151, 153 (7th Cir. 1995).
A. Motion for Leave to File an Amended Complaint
Wyndham argues that Mooney's motion for leave to file an amended complaint should be denied because an amendment substituting in a claim under the IWPCA would be futile. According to Wyndham, the newly added claim would fail because Mooney has not alleged that Wyndham owes him compensation under a contract and because Mooney has not pled any facts showing that he fulfilled the alleged contract's terms. Mooney contends that he has properly stated a claim under the IWPCA because he need show only that there was mutual assent to an agreement between the parties, not that Wyndham owes him compensation under a contract.
The IWPCA allows for a cause of action based on wrongfully held compensation pursuant to a contract or agreement. Brown v. Club Assist Rd. Serv. U.S., Inc., No. 12 CV 5710, 2013 WL 5304100, at *8 (N.D. Ill. Sept. 19, 2013). Plaintiffs suing under the IWPCA must allege that final compensation is due to them under an employment "contract or agreement." Landers-Scelfo v. Corporate Office Sys., Inc., 827 N.E.2d 1051, 1058 (Ill.App.Ct. 2005). Illinois courts have interpreted "agreement" to be broader than a contract and to require only a manifestation of mutual assent. Brown, 2013 WL 5304100, at *8 (quoting Hess v. Kanoski & Assocs., 668 F.3d 446, 452 (7th Cir. 2012)). Accordingly, plaintiffs do not need to plead all the elements of a contract if they can plead facts showing mutual assent to an agreement. Id.
Mooney alleges that he is owed commissions under Wyndham's 2007 Compensation Program. Wyndham argues that Mooney cannot show that it assented to the terms of that program because the program includes a disclaimer, which provides:
No statement in the Program should be construed to grant any employee an employment contract of fixed duration or any other contractual rights, nor should this Program be interpreted as creating an implied or an expressed contract of employment or ...