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Woods v. Amazon.Com LLC

United States District Court, N.D. Illinois, Eastern Division

June 14, 2019

ANDREW WOODS, Plaintiff,
AMAZON.COM, LLC et al., Defendants.



         Andrew Woods ("Woods") and Michael Johnson ("Johnson") (collectively, "Plaintiffs") bring separate but related personal injury actions against, LLC ("Amazon"), Duke Realty Limited Partnership ("Duke"), and Steel King Industries, Inc. ("Steel King") (collectively, the "Defendants"). (17-cv-4339 [hereinafter '4339], R. 141, Third Am. Compl.; 17-cv-7335 [hereinafter '7335], R. 106, Second Am. Compl.) Defendants bring third-party contribution claims against Lakeside Rack Installers, Inc. ("Lakeside"), all of which arise out of the events alleged in Plaintiffs' personal injury actions. ('4339, R. 45, Third-Party Compl.; id, R. 46, Third-Party Compl.; id, R. 138, Am. Third-Party Compl.; '7335, R. 33, Third-Party Compl.; id, R. 57, Third-Party Compl.; id, R. 103, Am. Third-Party Compl.) Pursuant to Federal Rule of Civil Procedure 12(b)(6), Lakeside moves in both cases to partially dismiss Steel King's amended third-party complaints. ('4339, R. 224, Mot. at 7; '7335. R. 188, Mot. at 7.[1]) For the reasons stated below, Lakeside's motions to dismiss are denied.


         Plaintiffs allege that Duke's, Amazon's, and Steel King's negligence caused the injuries Plaintiffs sustained on a construction project when a forklift crashed into a structure, causing the structure to collapse on Plaintiffs. ('4339, R. 141, Third Am. Compl. ¶¶ 11-68; '7335, R. 106, Second Am. Compl. ¶¶ 11-68.) The structure at issue was a steel shelving rack Plaintiffs were building inside a newly-constructed warehouse that would serve as an Amazon distribution center. (See '4339, R. 150, Answer ¶¶ 12-13; id, R. 303, Resp. to Def.'s Facts ¶¶ 8-10, 14; '7335, R. 114, Answer ¶¶ 12-13; id, R. 265, Resp. to Def.'s Facts ¶¶ 8-10, 14.)

         Plaintiffs claim that the structure collapsed because of unsafe construction practices and a rushed schedule on the construction project, which they allege was controlled by Amazon, Duke, and Steel King. ('4339, R. 141, Third Am. Compl. ¶¶ 8-68; '7335, R. 106, Second Am. Compl. ¶¶ 8-68.) Steel King, Duke, and Amazon have all filed third-party complaints for contribution against Lakeside, who was Plaintiffs' employer. ('4339, R. 45, Third-Party Compl. ¶¶ 5-12; id, R. 46, Third-Party Compl. ¶¶ 5-12; id, R. 138, Am. Third Party-Compl. ¶¶ 3-11; '7335, R. 103, Am. Third-Party Compl. ¶¶ 3-11; id, R. 57, Third Party-Compl ¶¶ 4-12; id, R. 33, Third Party Compl. ¶¶ 4-12.)

         Steel King alleges in its amended third-party complaint that, pursuant to the terms of a purchase order entered into between Steel King and Lakeside, Lakeside waived "any protection or damages limitation it may have otherwise enjoyed or been entitled to under Illinois law." ('4339, R. 138, Am. Third-Party Compl. ¶ 11; '7335, R. 103, Am. Third-Party Compl. ¶ 11.) Steel King attaches to its complaint a "New Vendor Application Form" ("NVA Form") and an unsigned purchase order that contains an indemnity provision in which Lakeside agrees to "indemnify, defend, and hold harmless" Steel King "from and against any claim, liability, loss, damage, lien, judgment... and cost, including attorneys' fees and litigation expenses, arising out of... [Lakeside's] failure to comply with any of its obligations under [the purchase order.]" ('4339, R. 138-1 at 11, NVA Form & Purchase Order; '7335, R. 103-1 at 11, NVA Form & Purchase Order.) The NVA Form, which is signed by a Lakeside representative, provides that Lakeside "agrees to all purchase order terms and conditions listed in the attached conditions sheet." ('4339, R. 138-1 at 6, NVA Form & Purchase Order; '7335, R. 103-1 at 6, NVA Form & Purchase Order.) The NVA Form also has a checklist for Steel King to "check off that... the following information has been received," which indicates that Steel King received a "Signed Copy" of the purchase order terms and conditions. ('4339, R. 138-1 at 6, NVA Form & Purchase Order; '7335, R. 103-1 at 6, NVA Form & Purchase Order.)

         Lakeside moves to dismiss Steel King's claims that Lakeside waived damages limitations under Illinois law by agreeing to indemnify Steel King, first arguing that the indemnification provision is not binding because the purchase order containing the indemnification provision is unsigned. ('4339, R. 224, Mot. at 2.) Lakeside then argues that even if the purchase order was in effect, the purchase order does not explicitly waive Lakeside's rights under Illinois law to limit its contribution liability for workplace injuries to the amount Lakeside is liable for workers' compensation. (Id. at 2, 4-7.)

         In response, Steel King maintains that the purchase order is effective without a signature because the parties assented to the terms of the purchase order even though they did not sign it. (Id., R. 369, Resp. at 3-4.) More specifically, Steel King argues that the terms of the purchase order were incorporated by reference into the NVA Form, which was signed by a Lakeside representative. (Id.) Steel King then contends that, under Illinois law, the indemnity provision in the purchase order waives Lakeside's right to cap its liability for contribution to the amount Lakeside is liable for workers' compensation. (Id. at 4-7.) Steel King asks the Court to find as a matter of law that Lakeside waived any such damages limitation. (Id. at 5-7.)

         Lakeside filed a reply and argues-at odds with its motion to dismiss-that "it is premature" to decide the issue as a matter of law since there has "been no testimony or evidence as to whether the [purchase orders' terms] were a part of the agreement between Steel King and Lakeside." (Id., R. 380, Reply at 6.) According to Lakeside, "it is unclear what agreement" with Steel King controls the parties' relationship. (Id. at 7.)


         A motion to dismiss pursuant to Rule 12(b)(6) challenges the viability of a complaint by arguing that it fails to state a claim upon which relief may be granted. See Fed. R. Civ. P. 12(b)(6). On a Rule 12(b)(6) motion, the Court accepts as true all well-pleaded factual allegations of the complaint, drawing all possible inferences in the pleader's favor. Reed v. Palmer, 906 F.3d 540, 547 (7th Cir. 2018). "[A] complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations," but it must contain "enough facts to state a claim for relief that is plausible on its face." Bell Ail. Corp. v. Twombly, 550 U.S. 544, 555, 570 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citing Twombly, 550 U.S. at 556). In reviewing the sufficiency of a complaint, courts must accept the well-pleaded facts in the complaint as true but need not accept as true legal conclusions or threadbare recitals of the elements of a cause of action, supported by mere conclusory statements. Tobey v. Chibucos, 890 F.3d 634, 639 (7th Cir. 2018).

         Courts "may also take judicial notice of matters of public record and consider documents incorporated by reference in the pleadings." Or gone Capital III, LLC v. Daubenspeck, 912 F.3d 1039, 1044 (7th Cir. 2019). "A copy of a written instrument that is an exhibit to a pleading is a part of the pleading for all purposes." Fed.R.Civ.P. 10(c); Tobey, 890 F.3d at 648. When an exhibit to the complaint "incontrovertibly contradicts the allegations in the complaint, the exhibit ordinarily controls, even when considering a motion to dismiss." Bogie v. Rosenberg, 705 F.3d 603, 609 (7th Cir. 2013). "That is not to say that a plaintiff cannot contradict the apparent meaning or significance of a document or other exhibit." Id. "But a plaintiff whose case relies on contradicting such an attachment needs to explain her position." Id


         Lakeside's motions to dismiss turn on whether Steel King sufficiently alleges that Lakeside waived its right to limit its contribution liability to the amount of its liability under the Illinois Workers' Compensation Act ("IWCA"), 820 III. Comp. Stat. 305/1 et seq. ('4339, R. 224, Mot. at 2; id, R. 369, Resp. at 2.) Under Illinois law, an employer's contribution liability is generally limited to the employer's liability under the IWCA. Kotecki v. Cyclops Welding Corp., 585 N.E•2d 1023, 1028 (111. 1991); see also McMackin v. Weberpal Roofing, Inc.,959 N.E.2d 186, 191 (111. App. Ct. 2011) ("[A]n employer's maximum liability in a third-party suit for contribution is limited to its liability to its employee under the Workers' Compensation Act."). An employer, however, can waive this limitation on contribution liability. Br aye v. Archer-Daniels-Midland Co., 676 N.E.2d 1295, 1301 (111. 1997); see also Estate of Willis v. Kiferbaum Constr. ...

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