United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER 
I. SCHENKIER United States Magistrate Judge
Marina Galiot brought this suit against defendant Midwest
Tennis Programs, LLC ("Midwest"), which Ms. Galiot
asserts was formerly known as Frank Sacks Tennis Camps, Inc.
("FSTC") (doc. # 1: CompL). Ms. Galiot contends
that Midwest has failed to pay back pay and other amounts Ms.
Galiot is owed pursuant to a final order of the Secretary of
the United States Department of Labor ("DOL")
arising out of her employment with FSTC (Id., at
¶¶ 1, 15-17). Midwest has filed a motion to dismiss
Ms. Galiot's complaint under Federal Rule of Civil
Procedure 12(b)(7), asserting that plaintiff failed to join a
required party under Rule 19 (doc. # 10). The motion is now
fully briefed. For the reasons that follow, we deny
purposes of a Rule 12(b)(7) motion to dismiss for failure to
join a party under Rule 19, the Court must accept plaintiffs
allegations as true and draw all reasonable inferences in her
favor. Nanko Shipping, USA v. Alcoa, Inc., 850 F.3d
461, 465 (D.C. Cir. 2017). In addition, the Court "may
consider matters outside of the pleadings to resolve factual
questions pertaining to jurisdiction, process, or
indispensable parties." Deb v. SIRVA, Inc., 832
F.3d 800, 809 (7th Cir. 2016). We "resolve[j any
conflicts ... in favor of the plaintiff." Davis Cos.
v. Emerald Casino, Inc., 268 F.3d 477, 483 (7th Cir.
2001) (internal quotations and citations omitted). According
to these rules, we set forth the relevant facts in this case
was incorporated on November 18, 1998 (Def.'s Mot, Ex. B:
111. Sec. of State Corp. File Detail Report for FSTC).
Franklin A. Sacks was FSTC's agent and president, with an
address at 6555 Drake Avenue in Lincolnwood, Illinois
(Id.). Ms. Galiot began working for FSTC in November
2007 (Compl., at ¶ 6), and her last date of productive
employment with FSTC was on December 5, 2008 (Id.,
at ¶ 11).
Ms. Galiot filed a complaint with the DOL alleging, in
relevant part, that FSTC failed to pay her certain amounts to
which she was entitled (Compl., at ¶ 14). On August 25,
2011, after proceedings including an evidentiary hearing, an
Administrative Law Judge ("ALJ") issued a decision
and order finding in plaintiffs favor and ordering FSTC to
pay her back pay for the period from October 1, 2008 to
February 5, 2010, plus interest (Id., at ¶ 15).
on December 17, 2011, Midwest was created as a limited
liability company (Def.'s Mot., Ex. A: 111. Sec. of State
Corp. File Detail Report for Midwest). Its agent was listed
as Mari-Kathleen S. Zaraza, located at 500 Davis Street,
Suite 512, in Evanston, Illinois (Id.). Midwest has
one manager: Frank Sacks, located at 6555 North Drake in
Lincolnwood, Illinois (doc. # 30: PL's Resp., Ex. A: 111.
Sec. of State Corp. File Detail Report for Midwest's
appealed the ALJ's decision. On January 9, 2012, the
Administrative Review Board ruled on FSTC's appeal,
finding in favor of plaintiff and assessing back wages
against FSTC in the amount of $49, 006.72, plus interest
(Compl., at ¶ 16). On February 21, 2012, the DOL sent a
letter to Frank Sacks, as President of FSTC, at 6555 Drake
Avenue in Lincolnwood, Illinois, explaining that the Review
Board's order became final and unappealable on February
9, 2012(Compl., Ex.B).
little less than two months later, on April 13, 2012, FSTC
was subject to an "involuntary dissolution"
(PL's Resp., Ex. A: 111. Sec. of State Corp. File Detail
Report for FSTC). Ms. Galiot alleges that:
During the course of these proceedings, FSTC reorganized as
Midwest. Midwest operated the same business with same
personnel at the same location as FSTC. FSTC engaged in this
reorganization solely to avoid its obligations to pay Galiot.
Accordingly, under applicable law, as a matter of law Midwest
is a successor in interest to FSTC, and it is legally
responsible for FSTC's obligations to Galiot under the
final award by the Secretary of Labor.
(Compl., at ¶ 18). FSTC did not pay Ms. Galiot any
portion of the amount owed (Id., at ¶ 17). Ms.
Galiot has demanded payment from Midwest, but Midwest has
refused to pay any portion of the amount due under the
DOL's order (Id., at ¶ 19).
alleges that the complaint should be dismissed because
plaintiff has failed to join FSTC as a party to the lawsuit
(Def.'s Mot. at 1). Rule 19(a)(1) states that:
A person who is subject to service of process and whose
joinder will not deprive the court of subject-matter
jurisdiction must be joined as a party if: (A) in that
person's absence, the court cannot accord complete relief
among existing parties; or (B) that person claims an interest
relating to the subject of the action and is so situated that
disposing of the action in the person's absence may: (i)
as a practical matter impair or impede the person's
ability to protect the interest; or (ii) leave an existing