United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
L. ALONSO United States District Judge
the Court are three motions. For the reasons explained below,
Fidelity National Financial, Inc.’s motion to dismiss
the Second Amended Complaint  is granted;
plaintiff’s motion for leave to file a supplemental
response to Fidelity National Financial, Inc.’s motion
to dismiss  is granted; and Ticor Title Insurance Company
and Chicago Title Insurance Company’s motion to dismiss
the Second Amended Complaint  is granted in part and
denied in part.
David Azran, brought this suit for breach of contract,
common-law and statutory fraud, and a bad-faith failure to
pay a title insurance claim. He alleges that on March 5,
2008, he loaned Cesareo Olivo $65, 000 after Olivo had
purchased a property at 6638 South Albany Avenue (the
“Albany Property”) in Chicago. The loan was
secured by a mortgage on the Albany Property. In connection
with the loan, Ticor Title Insurance Company
(“Ticor”) issued Azran a lender’s title
policy, effective March 5, 2008. Ticor recorded the mortgage
on August 11, 2008. Unbeknown to Azran, Olivo sold the Albany
Property on July 28, 2008, before the mortgage was recorded.
Olivo failed to pay the balance on the loan, and Azran says
that he did not find out about the sale until January 2010.
He contends that if Ticor had promptly recorded his mortgage,
the loan would have been paid in full at the closing on
Olivo’s sale of the Albany Property in 2008.
names as defendants Ticor; Chicago Title Insurance Company
(“Chicago Title”); and Fidelity National
Financial, Inc. (“Fidelity”). Before the Court
are defendants’ motions to dismiss the Second Amended
Complaint (the “complaint”).
Rule 12(b)(6) motion to dismiss, the Court construes the
complaint in the light most favorable to the plaintiff,
accepts as true all well-pleaded facts in the complaint, and
draws all reasonable inferences in plaintiff’s favor.
Cincinnati Life Ins. Co. v. Beyrer, 722 F.3d 939,
946 (7th Cir. 2013). “[A] complaint attacked by a Rule
12(b)(6) motion to dismiss does not need detailed factual
allegations” but must contain “enough facts to
state a claim for relief that is plausible on its
face.” Bell Atl. Corp. v. Twombly, 550 U.S.
544, 555, 570 (2007). “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.” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (citing
Twombly, 550 U.S. at 556).
courts exercising diversity jurisdiction must apply the
choice-of-law rules of the forum state to determine what
substantive law governs the case. See Klaxon Co. v.
Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941). The
parties rely on Illinois law, so the Court will apply
Illinois law. See Harter v. Iowa Grain Co., 220 F.3d
544, 559 n.13 (7th Cir. 2000) (the court will not perform an
independent choice-of-law analysis where the parties agree on
the governing law and the choice bears a “reasonable
relation” to their dispute).
moves to dismiss the complaint on the ground that it
“is not a proper defendant” and “[t]here is
nothing that links [it] to any of the facts or allegations
contained in” the complaint. (ECF No. 25,
Fidelity’s Mot. at 3.) The complaint alleges that
Fidelity is the parent company of Fidelity National Title
Group (“FNTG”), of which the other defendants are
a part. (ECF No. 17-1, Second Am. Compl. at 2.)
Plaintiff’s claims against Fidelity appear to rely on
the allegations that his title insurance claim was wrongfully
denied, “FNTG” then accused him of
“wrongful conduct, ” and Fidelity tried to
“substitute a bogus title insurance policy”
issued in the name of Chicago Title. The complaint often
treats defendants as a group or refers to FNTG, a non-party
(and, evidently, merely a business name), as having engaged
in misconduct. The Court is unable to discern a complete
claim against Fidelity itself. Plaintiff’s assertion
that Fidelity had an “active role” in the denial
of his insurance claim is misplaced because he does not
allege that he had a contract with Fidelity. Similarly,
plaintiff’s contention that “FNTG and each of
FNTG’s members are simply acting as [Fidelity’s]
alter egos under the direction of [Fidelity’s] CEO,
” (ECF No. 31, Pl.’s Resp. at 4), is unpersuasive
because there are no alter-ego allegations in the complaint.
The fact that Fidelity may be the parent company of one of
the other defendant entities is not enough to allege
alter-ego liability. See, e.g., Zurich Am. Ins.
Co. v. Watts Indus., 417 F.3d 682, 688 (7th Cir. 2005).
To the extent that plaintiff is attempting to allege that
Fidelity engaged in fraud, the Court addresses
plaintiff’s deficient fraud allegations below.
is therefore dismissed from this action. Although Fidelity
requests a with-prejudice dismissal, the dismissal will be
without prejudice. It appears unlikely that plaintiff will be
able to state a claim against Fidelity, but at this juncture
the Court is unable to say that it is impossible.
Ticor and Chicago Title’s Motion
Breach of ...