United States District Court, N.D. Illinois, Eastern Division
OWENS TROPHIES, INC. f/k/a R.S. OWENS AND COMPANY, INC., Plaintiff,
BLUESTONE DESIGNS & CREATIONS, INC., and SOCIETY AWARDS, Defendants.
MEMORANDUM OPINION AND ORDER
ROBERT W. GETTLEMAN, District Judge.
Plaintiff Owens Trophies, Inc. ("Owens") filed a three-count third amended complaint against defendants Bluestone Designs & Creations ("Bluestone") and Society Awards alleging: Breach of Contract against Bluestone (Count I); Tortious Interference with Prospective Economic Advantage against Bluestone (Count II); and Tortious Interference with Contract against Society Awards (Count III). On May 21, 2014, defendants filed the instant motion seeking to dismiss Counts II and III and asking the court to reconsider its January 14, 2014, Memorandum Opinion and Order ("January 14 Order") denying defendants' motion to dismiss the second amended complaint for lack of standing and denying defendants' motion to dismiss as to Count I. For the reasons discussed below, the court grants defendants' motion to dismiss Counts II and III of the third amended complaint and denies defendants' motion for reconsideration.
Plaintiff is a design firm that began working with Bluestone, a manufacturer of trophies and awards, to produce various trophies and awards beginning in 2005. In 2007, plaintiff and Bluestone signed a written contract containing a clause that prohibited Bluestone from providing "to anyone... other than R.S. Owens, any Work which R.S. Owens has provided to Bluestone...." This prohibition was to remain in place for two years after the termination or expiration of the contract. One of the awards that Bluestone manufactured for plaintiff is the subject of this lawsuit. Plaintiff had a "longstanding" arrangement to produce the Emmy Award for the National Academy of Television Arts and Sciences and the Academy of Television Arts and Sciences ("the Academy"). In 2010, plaintiff received notice from the Academy that Society Awards, a competitor, had quoted the Academy a price well below plaintiff's price for producing the Emmy Award. Plaintiff matched Society Awards' price and increased donations to the Academy, but the Academy subsequently advised plaintiff that some of its chapters would be acquiring the Emmy Award through another source. Plaintiff learned that Society Awards was this alternate source, and that Bluestone was producing the Emmy Award for Society Awards. Plaintiff then filed the instant complaint, alleging breach of contract and tortious interference with prospective economic advantage against Bluestone, and tortious interference with contract against Society Awards.
A. Motion to Dismiss
1. Legal Standard
When ruling on a motion to dismiss for failure to state a claim, the court accepts the complaint's well-pleaded factual allegations as true and draws all reasonable inferences in the plaintiff's favor. Sprint Spectrum, L.P. v. City of Carmel, Indiana, 361 F.3d 998, 1001 (7th Cir. 2004). The pleading must describe the claim in sufficient detail to give the defendant fair notice of what the claim is and the grounds on which the claim rests. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007), citing Conley v. Gibson, 355 U.S. 41, 47 (1957). The allegations must plausibly suggest that the plaintiff has a right to relief, raising the possibility above the "speculative level." Id.
This standard demands that a complaint allege more than legal conclusions or "threadbare recitals of the elements of the cause of action, supported by mere conclusory statements." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. at 678.
With the exception of adding five additional paragraphs, plaintiff's third amended complaint is otherwise unchanged from its second amended complaint. The limited information plaintiff included concerns a 2006 email exchange between David Moritz of Society Awards and Richard Liu of Bluestone. Defendants assert that the new allegations do not cure the shortcomings identified in plaintiff's second amended complaint.
Plaintiff's new allegations contend that "David Moritz of Society Awards and Richard Liu, of Bluestone, hatched the plan whereby Society would begin marketing the Emmy and Other works of Owens made by Bluestone at a meeting in 2006." Plaintiff quotes from an August 2006 email between Moritz and Liu to support this allegation. Defendants argue that plaintiff selectively quoted the email discussion between Moritz and Lui in order to support its interference claim. As defendants point out, the court is permitted to review documents attached to a motion to dismiss, but not to the complaint, "where the complaint refers to those documents and they are central to the plaintiff's claim." ABN AMRO, Inc. v. Capital Intern. Ltd., No. 04-C-3123, 2007 WL 845046, at *5 (N.D. Ill. March 16, 2007). This is especially true where, as here, "it would be totally wasteful to uphold a claim on the false premise created by less than complete documentation when delayed consideration of the remaining documents would lead to dismissal of that claim." Magellan Int'l Corp. v. Salzgitter Handel GmbH, 76 F.Supp.2d 919, 923 (N.D. Ill. 1999). Because plaintiff relies on the August 2006 communication to oppose the instant motion, the court will look to the entire email chain that is attached to defendants' motion to dismiss.
i. Count II
In Count II, plaintiff alleges that Bluestone tortiously interfered with a prospective economic advantage with the Academy. The court previously dismissed this count in plaintiff's second amended complaint, finding that plaintiff failed to identify any action taken by defendant Bluestone that gave rise to an inference of interference. Defendants argue that plaintiff's "new allegations in the Third Amended Complaint add nothing to suggest action taken by Bluestone ...