United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Z. Lee United States District Judge.
Josey Crisostomo (“Plaintiff”) brings suit
against Defendants Tracy Schneider-Kidan
(“Schneider-Kidan”) and Adam Kidan
(“Kidan”), both officers of Chartwell Staffing
Services, Inc. (“Chartwell”). Plaintiff's
claims arise under the Illinois Wage Payment and Collection
Act, 820 Ill. Comp. Stat. 115, et seq.
(“IWPCA”). He alleges that Defendants knowingly
failed to properly compensate him in accordance with the
parties' employment agreement. He further alleges that
Defendants unlawfully retaliated against him by discharging
him for complaining about Defendants' failure to properly
have moved to dismiss the First Amended Complaint for lack of
personal jurisdiction pursuant to Federal Rule of Civil
Procedure (“Rule”) 12(b)(2). Alternatively,
Defendants argue the First Amended Complaint should be
dismissed for failing to state a claim under Rule 12(b)(6).
For the reasons stated below, Defendants' motion  is
is a resident of Naperville, Illinois, and was employed by
Chartwell as an Executive Vice President. 1st Am. Compl.
¶ 3, ECF No. 1. Plaintiff worked at Chartwell's
Lombard, Illinois location. Id. Chartwell provides
staffing services nationwide with its corporate headquarters
located in Pennsylvania. Id. ¶ 6. During the
period relevant to Plaintiff's claims, Schneider-Kidan
was an owner and the CEO of Chartwell and was involved in the
day-to-day operations of the company. Id. ¶ 4.
Kidan was an owner and the Chairman of Chartwell and was also
involved in the day-to-day operations of the company.
Id. ¶ 5.
March 2015, at Chartwell's Lombard, Illinois office,
Kidan told Plaintiff that he intended to promote Plaintiff to
Executive Vice President, increase his salary to $180, 000,
and increase his commissions as well. Id. ¶ 7.
On April 20, 2015, the parties finalized an employment
agreement which included a base salary of $180, 000 per
annum, 1.25% commission of gross revenue for sales personally
generated, 0.5% commission of gross revenue for accounts that
Plaintiff supervised, as well as 20% of the net profits of
the offices and accounts Plaintiff supervised on a quarterly
basis. Id. ¶ 8; see id., Ex. A.
August 2015, Plaintiff complained to Kidan that he was not
being paid the proper share of net profits or commissions as
set forth in the employment agreement. Id. ¶
12. Kidan responded by assuring Plaintiff that the issue
would be fixed. Id. When Plaintiff again complained
to Kiden in November 2015, Kidan told Plaintiff he would look
into it, but did not do so. Id. ¶ 14. This
pattern continued until March 31, 2016, when Plaintiff
complained one last time to Kidan about the outstanding
compensation. Id. ¶ 17. Kidan responded by
asking if Plaintiff wanted “today to be his last
day.” Id. Plaintiff was terminated on April 4,
2016. Id. ¶ 18.
that lacks personal jurisdiction over a defendant must
dismiss the case as to that party. See Fed. R. Civ.
P. 12(b)(2). If a defendant moves to dismiss pursuant to Rule
12(b)(2), it places the burden on the plaintiff to
demonstrate the court has personal jurisdiction over the
defendant. Purdue Research Found. v. Sanofi-Synthelabo,
S.A., 338 F.3d 773, 782 (7th Cir. 2003). In making this
determination, the court will “‘read the
complaint liberally, in its entirety, and with every
inference drawn in favor of'” the plaintiff.
Cent. States, Se. & Sw. Areas Pension Fund v.
Phencorp Reinsurance Co., 440 F.3d 870, 878 (7th Cir.
2006) (quoting Textor v. Bd. of Regents of N. Ill.
Univ., 711 F.2d 1387, 1393 (7th Cir. 1983)). “The
precise nature of the plaintiff's burden depends upon
whether an evidentiary hearing has been held.”
Purdue, 338 F.3d at 782. When there is no dispute of
material fact and a court rules solely based on the
submission of written materials, the plaintiff
“‘need only make out a prima facie case
of personal jurisdiction.'” Id. (quoting
Hyatt Int'l Corp. v. Coco, 302 F.3d 707, 713
(7th Cir. 2002)). In making this determination, the court can
consider affidavits and other supporting materials. See
Id. The court must resolve any conflicts in the
affidavits and supporting materials in the plaintiff's
favor. Id. at 782-83.
motion under Rule 12(b)(6) challenges the sufficiency of the
complaint. Bell v. City of Country Club Hills, 841
F.3d 713, 716 (7th Cir. 2016). Under the federal pleading
standards, “[a] plaintiff's complaint need only
provide a short and plain statement of the claim showing that
the pleader is entitled to relief, sufficient to provide the
defendant with fair notice of the claim and its basis.”
Tamayo v. Blagojevich, 526 F.3d 1074, 1081 (7th Cir.
2008) (internal quotation marks omitted); Fed R. Civ. P.
8(a)(2). When considering a motion to dismiss under Rule
12(b)(6), the Court must “accept[ ] as true all
well-pleaded facts alleged, and draw[ ] all possible
inferences in [the plaintiff's] favor.”
Tamayo, 526 F.3d at 1081.
a complaint must allege “sufficient factual matter,
accepted as true, to ‘state a claim to relief that is
plausible on its face.'” Ashcroft v.
Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl.
Corp. v. Twombly, 550 U.S. 544, 570 (2007)). To have
facial plausibility, a claim must plead “factual
content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct
alleged.” Id. “The plausibility standard
is not akin to a ‘probability requirement, ' but it
asks for more than a sheer possibility that a defendant has
acted unlawfully.” Id. Plausibility, however,
“does not imply that the district court should decide
whose version to believe, or which version is more likely
than not.” Swanson v. Citibank, N.A., 614 F.3d
400, 404 (7th Cir. 2010).
argue that personal jurisdiction is lacking for two reasons.
First, both Defendants argue that the fiduciary-shield
doctrine precludes the Court from exercising personal
jurisdiction over them. In addition, Schneider-Kidan argues
that she lacks sufficient minimum contacts with Illinois to
confer personal jurisdiction. In particular, she asserts that
Plaintiff has not alleged that she purposefully directed
activity at Illinois or purposefully availed herself of the
privilege of doing business in Illinois such that she could
have reasonably anticipated being subject to the Court's
jurisdiction. The Court analyzes each argument in turn.
The Fiduciary-Shield Doctrine
to Defendants, the fiduciary-shield doctrine precludes the
exercise of personal jurisdiction because any contact
Defendants had with Illinois were by way of actions taken in
a representative capacity on behalf of Chartwell. In
response, Plaintiff contends that the fiduciary-shield