United States District Court, C.D. Illinois, Springfield Division
MYERSCOUGH UNITED STATES DISTRICT JUDGE
October 2017, Plaintiff Harrow Industries LLC filed a
two-count Complaint against Defendant Nexus Corporation, a
Colorado Corporation, based on a 1990 Asset Purchase
Agreement for the sale of National Greenhouse Company.
Plaintiff alleges that Defendant is liable to Plaintiff for
damages and is required to defend and indemnify Plaintiff in
a pending state court lawsuit alleging asbestos exposure
attributable to National Greenhouse Company.
has moved to dismiss Plaintiff's Complaint, asserting
that it was not a party to the Agreement and the Complaint is
devoid of any facts articulating a basis for holding
Defendant liable for claims based on the Agreement. Defendant
asks the Court to take judicial notice of corporate documents
showing that Defendant was not incorporated until 1994.
Plaintiff has not plausibly alleged that Defendant is liable
for claims based on the Agreement, the Motion is GRANTED.
Plaintiff is granted leave to conduct limited discovery and
file an amended complaint.
Court has subject matter jurisdiction pursuant to 28 U.S.C.
§ 1332(a) because complete diversity exists between the
parties. Plaintiff is a Delaware limited liability company.
The citizenship of a limited liability company is the
citizenship of each of its members. Thomas v. Guardsmark,
LLC, 487 F.3d 531, 534 (7th Cir. 2007). The Court
requested, and Plaintiff provided, a statement of citizenship
of each member of Plaintiff. See Statement (d/e 14).
Lock Company LLC (Schlage) is the only member of Plaintiff.
Schlage is a Delaware limited liability company. Allegion
S&S Lock Holding Company Inc. (Allegion S&S) and
Allegion U.S. Holding Company Inc. (Allegion US) are the only
members of Schlage. Allegion S&S is a Delaware
corporation with its principal place of business in Indiana.
Allegion U.S. is a Delaware corporation with its principal
place of business in Indiana.
Plaintiff is a citizen of Delaware and Indiana. Defendant is
a citizen of Colorado. Complete diversity exists. In
addition, the amount in controversy exceeds $75, 000
exclusive of interest and costs. Therefore, this Court's
jurisdiction is established.
motion under Rule 12(b)(6) challenges the sufficiency of the
complaint. Christensen v. Cnty. of Boone, Ill., 483
F.3d 454, 458 (7th Cir. 2007). To state a claim for relief, a
plaintiff need only provide a short and plain statement of
the claim showing he is entitled to relief and giving the
defendant fair notice of the claims. Tamayo v.
Blagojevich, 526 F.3d 1074, 1081 (7th Cir. 2008).
considering a motion to dismiss under Rule 12(b)(6), the
Court construes the complaint in the light most favorable to
the plaintiff, accepting all well-pleaded allegations as true
and construing all reasonable inferences in plaintiff's
the complaint must set forth facts that plausibly demonstrate
a claim for relief. Bell Atlantic Corp. v. Twombly,
550 U.S. 544, 547 (2007). A plausible claim is one that
alleges factual content from which the Court can reasonably
infer that the defendant is liable for the misconduct
alleged. Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009). Merely reciting the elements of a cause of action or
supporting claims with conclusory statements is insufficient
to state a cause of action. Id. A court may take
judicial notice of documents in the public record when ruling
on a motion to dismiss under Rule 12(b)(6). Olson v.
Champaign Cnty., Ill., 784 F.3d 1093, 1096 n.1 (7th Cir.
ALLEGATIONS IN THE COMPLAINT
claims are based on a 1990 Asset Purchase Agreement involving
the sale of National Greenhouse Company, a company that
designs and builds greenhouses and sells products for the use
in greenhouses. Plaintiff alleges that Harrow Products, Inc.
(Harrow) sold National Greenhouse Company to Defendant
pursuant to an Asset Purchase Agreement dated November 14,
1990. Compl. ...