United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
W. Darrah U.S. District Court Judge.
31, 2016, Plaintiff filed an Amended Complaint , alleging
one count of breach of contract and one count of breach of
fiduciary duty. Defendants have filed a Motion to Dismiss
 the Complaint pursuant to Federal Rule of Civil
Procedure 12(b)(6). For the reasons discussed below,
Defendants' Motion to Dismiss  is granted.
following allegations in the Amended Complaint are considered
to be true for purposes of deciding the Motion to Dismiss.
See Reger Dev., LLC v. Nat'l City Bank, 592 F.3d
759, 763 (7th Cir. 2010). Plaintiff, Mark Streeter, is a
resident of the Village of Northbrook, Illinois. (Am. Compl.
at ¶ 1.) Defendant Triune Systems, LLC was a Texas
corporation and existed as such from 2006 to 2015.
(Id. at ¶¶ 2, 10.) Defendant Semtech
Corporation is a Delaware corporation based in California and
sells its products worldwide including the metropolitan area
of Chicago. (Id. at ¶ 4.) In March 2015,
Semtech acquired Triune. (Id. at ¶¶ 9,
early November of 2012, Plaintiff and Triune allegedly
entered into an oral agreement, whereby Plaintiff sold
Triune's electronic products to customers based upon
leads provided by Triune. (Id. at ¶ 5.) In
exchange, Plaintiff would receive a base salary and
commissions, and equity within Triune, which would be
approximately 0.5 percent of outstanding shares of Triune.
(Id.) This agreement was modified by Triune and
Plaintiff. (Id. at ¶ 6.) The amended agreement
gave Plaintiff no base salary, but Plaintiff would receive an
equity interest in Triune in an amount of 2.5 percent of the
outstanding shares. (Id.) The agreement was
unilaterally terminated by Triune in February of 2014.
(Id. at ¶ 8.) In March 2015, Triune was sold to
Semtech for approximately $45 million. (Id. at
¶ 10.) Plaintiff never received any equity amount upon
completion of the sale. (Id. at ¶ 9(B).)
filed an Amended Complaint (“Complaint”),
alleging one count of breach of contract and one count of
breach of fiduciary duty against Triune and Semtech.
12(b)(6) permits a defendant to move to dismiss a complaint
for “failure to state a claim upon which relief can be
granted.” Fed.R.Civ.P. 12(b)(6). To survive a motion to
dismiss, a complaint must allege “enough facts to state
a claim to relief that is plausible on its face.”
Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570
(2007). “Threadbare recitals of the elements of a cause
of action, supported by mere conclusory statements, do not
suffice.” Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (citing Twombly, 550 U.S. at 555). However,
plaintiffs are not required to “plead the elements of a
cause of action along with facts supporting each
element.” Runnion ex rel. Runnion v. Girl Scouts of
Greater Chicago & Nw. Indiana, 786 F.3d 510, 517
(7th Cir. 2015). Rather, the complaint must provide a
defendant “with ‘fair notice' of the claim
and its basis.” Tamayo v. Blagojevich, 526
F.3d 1074, 1081 (7th Cir. 2008) (quoting Fed.R.Civ.P. 8(a)(2)
and Twombly, 550 U.S. at 555). When evaluating a
Rule 12(b)(6) motion, the court accepts the complaint's
well-pleaded factual allegations as true and draws all
reasonable inferences in the plaintiff's favor.
Twombly, 550 U.S. at 555-56.
Federal Rule of Civil Procedure 8(a)(2), a pleading must
contain a “short and plain statement of the claim
showing that the pleader is entitled to relief. Fed.R.Civ.P.
8(a)(2). As the Court held in Twombly, the pleading
standard of Rule 8 does not require “detailed factual
allegations, ” but it demands more than an unadorned,
the-defendant-unlawfully-harmed-me accusation. Ashcroft
v. Iqbal, 556 U.S. 662, 678 (2009) (citing
Twombly, 550 U.S. at 555).
I (Breach of Contract)
Complaint is devoid sufficient factual allegations and stops
short of the line between possible and plausible. The
Complaint states “. . . Triune Systems, Inc., and
[Plaintiff] entered into an oral sales agreement whereby
[Plaintiff] would sell Triune electronic products based in
part upon leads provided by Trinune [sic], in
exchange for [Plaintiff] to receive a base salary,
commissions based upon sales, and equity within Triune which
would be approximately .5% of outstanding shares of
Triune.” (Compl. at ¶ 5.) The Complaint also
states, “The agreement was subsequently modified by
Triune and [Plaintiff] for [Plaintiff] to take no base salary
and receive an equity interest in Triune in an amount of 2.5%
of the outstanding shares.” (Id. at ¶ 6.)
Illinois, as elsewhere, a breach-of-contract claim requires:
(1) an offer and acceptance; (2) consideration; (3) definite
and certain terms; (4) performance by the plaintiff of all
required conditions; (5) breach; and (6) damages caused by
the breach.” Cogswell v. CitiFinancial Mortg.
Co., 624 F.3d 395, 398 (7th Cir. 2010) (citing Illinois
and Seventh Circuit opinions). A breach-of-contract claim is
subject to the notice pleading requirements of Rule 8, but
even a notice pleading must contain enough factual
allegations “to raise a right to relief above the
speculative level.” Twombly, 550 U.S. at 555.
That is, “legal conclusions and conclusory allegations
merely reciting the elements of the claim” are
insufficient, standing on their own. Virinich v.
Vorwald, 664 F.3d 206, 212 (7th Cir. 2011) (relying on
Iqbal, 129 S.Ct. at 1951.)
Plaintiff recites the elements of contract formation, namely,
an offer, acceptance, and consideration. Plaintiff does not
offer any specifics surrounding the actual contract but
merely alleges one was formed, modified and that payment was
required. Notably, Plaintiff does not mention when payment
was to be rendered, how often Triune was to pay Plaintiff, or
in what form the payments would be made. Terms of payment are
material to contract formation and are essential for stating
a cause of action for breach of contract. Mannion v.
Stallings & Co., 561 N.E.2d ...