United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Robert Blakey United States District Judge.
Ash Janssen (“Plaintiff”), a Colorado resident,
brings this diversity action against Defendant BRI Holding,
LLC (“Defendant”), an Illinois corporation, to
collect amounts purportedly owed under a written Promissory
Note (the “Note”). Compl. . On January 27,
2017, Plaintiff moved for judgment on the pleadings pursuant
to Federal Rule of Civil Procedure 12(c). Pl.'s Mot. J.
Plead. . For the reasons explained below, Plaintiff's
motion is granted.
executed the Note on or about September 30, 2014. Compl. 
¶ 8; Ans.  ¶ 8. Under its terms, Defendant
“unconditionally promises to pay” to the order of
Plaintiff a principal amount of $2, 500, 000, plus accrued
and unpaid interest at a rate of twenty percent per
annum. Compl.  Ex. A at 1.
in 2015, the Note required Defendant to make payments of
accrued and unpaid interest on January 15, April 15, July 15,
and October 15 of each calendar year. Id. The entire
outstanding principal amount was due on or before the
Note's maturity date, which is five years after the
acceptance of the Note. Id. Failure to make a timely
payment of principal or interest constitutes an “Event
of Default, ” which allows Plaintiff to declare
“the entire unpaid principal amount of [the] Note
together with accrued interest” immediately due and
payable. Id. at 2. Moreover, during the continuance
of an Event of Default, the Note's interest rate
increases to twenty-five percent per annum. Id. at
failed to make the required interest payments on January 15,
2015; April 15, 2015; June 15, 2015; October 15, 2015;
January 15, 2016; April 15, 2016; and July 15, 2016. Compl.
 ¶ 13; Ans.  ¶ 13. On July 18, 2016,
Plaintiff sent Defendant a demand letter notifying it of its
failure to pay and declaring the entire outstanding balance
immediately due and payable. Compl.  ¶ 15; Ans. 
¶ 15. Despite the demand letter, Defendant still failed
to make its required interest payment on October 15, 2016.
Compl.  ¶ 15, 17; Ans.  ¶ 15, 17. On October
27, 2016, Plaintiff filed suit in this Court. Compl. .
Answer to Plaintiff's Complaint, Defendant admits the
material facts discussed above, but denies that Plaintiff is
entitled to any payments of principal or interest. Ans. 
1. Rather, Defendant claims that the Note at issue was, in
fact, “part of a larger transaction” in which
Defendant acquired a seventy percent interest in
Plaintiff's company, AAR Parent, LLC (“AAR”).
Id. Defendant alleges that as part of this larger
transaction, the parties “contemplated” that
Plaintiff would be paid back on the Note “solely from
distributions from [Defendant's] equity interest in
AAR.” Id. Defendant avers that its interest in
AAR-which constitutes its only asset-has since become
worthless, leaving Defendant unable to repay the Note.
Id. Defendant believes that Plaintiff assumed the
risk of such default as part of the overall transaction.
12(c) permits a party to move for judgment solely upon the
pleadings. Fed.R.Civ.P. 12(c); Moss v. Martin, 473
F.3d 694, 698 (7th Cir. 2007). A motion for judgment on the
pleadings “is designed to provide a means of disposing
of cases when the material facts are not in dispute and a
judgment on the merits can be achieved by focusing on the
content of the pleadings and any facts of which the court may
take judicial notice.” Archer Daniels Midland Co.
v. Burlington Ins. Co. Grp., No. 10-cv-1533, 2011 WL
1196894, at *2 (N.D. Ill. Mar. 29, 2011) (quoting
Cincinnati Ins. Co v. Contemporary Distrib., Inc.,
2010 No. 09-cv-2250, 2010 WL 338943, at *2 (N.D. Ill. Jan.
26, 2010)). The pleadings consist of the complaint, the
answer, and any written instruments attached as exhibits
(here, the Note). Hous. Auth. Risk Retention Grp., Inc.
v. Chicago Hous. Auth., 378 F.3d 596, 600 (7th Cir.
the Court reviews Rule 12(c) motions under the same standard
as a motion to dismiss under Rule 12(b). N. Indiana Gun
& Outdoor Shows, Inc. v. City of S. Bend, 163 F.3d
449, 452 (7th Cir. 1998). However, where, as here, a party
seeks to use a Rule 12(c) motion “to dispose of the
case on the basis of the underlying substantive merits,
” the appropriate standard “is that applicable to
summary judgment, except that the court may consider only the
contents of the pleadings.” Alexander v. City of
Chi., 994 F.2d 333, 336 (7th Cir. 1993); United
States Liab. Ins. Co. v. Sigmatek, Inc., No. 14-cv-1747,
2015 WL 801504, at *4 (N.D. Ill. Feb. 20, 2015). In these
cases, the Court must view the facts and all reasonable
inferences drawn from those facts in the light most favorable
to the non-moving party. P-Americas, LLC v. Cent. States
Se. & Sw. Area Pension Fund, No. 13-cv-8808, 2014 WL
3858396, at *3 (N.D. Ill. Aug. 5, 2014). A motion will not be
granted unless “no genuine issues of material fact
remain to be resolved” and the moving party “is
entitled to judgment as a matter of law.”
Alexander, 994 F.2d at 336.
Article 3 Of The Illinois Commercial Code Applies
reaching the merits of the parties' claims, the Court
must first determine the applicable law. The parties agree
that Illinois law governs, an understanding buttressed by the
language of the Note itself. See Compl.  Ex. A at
5 (“THIS NOTE SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CONFLICT OF
LAW PRINCIPLES OF ANY JURISDICTION.”).
Illinois, negotiable instruments are governed by Article 3 of
the Illinois Commercial Code (the “Code”), 810
ILCS § 5/1-101 et seq. The Code defines a
“negotiable instrument” as, inter alia,
“an unconditional promise or order to pay a fixed
amount of money, with or without interest or other charges
described in the promise or order.” Id. §
5/3-104. A promise or order is considered unconditional
unless it states: (1) “an express condition to
payment”; (2) “that the promise or order is
subject to or governed by another writing”; or (3)
“that rights or obligations with respect to the promise
or order are stated in another writing.” Id.
§ 5/3-106. A promise or order is not made conditional
“because payment is limited to resort to a particular
fund or source.” Id.
addition to being unconditional, a negotiable instrument
(1) is payable to bearer or to order at the time it is issued
or first comes into possession of a holder;
(2) is payable on demand or at a definite time; and
(3) does not state any other undertaking or instruction by
the person promising or ordering payment to do any act in
addition to the payment of money, but the promise or order
may contain (i) an undertaking or power to give, maintain, or
protect collateral to secure payment, (ii) an authorization
or power to the holder to confess judgment or realize on or
dispose of collateral, or (iii) ...