United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM OPINION AND ORDER
Johnson Coleman, United States District Judge.
Inc. brings this claim against Shakti Chicago, Inc., Shakti
BCP 1, Inc., Smita 7, Inc., Shakti7, Inc., Shakti 2
Enterprises, Inc., Smita II, Inc., Shakti 1 Enterprises,
Inc., Smita 1 Enterprises, Inc., and Ketan Patel
(collectively “defendants”) for trademark
infringement under the Lanham Act, 15 U.S.C. §§
1114(1);1125, breach of contract, and injunctive relief under
Illinois law. Currently before the Court is defendants'
motion to dismiss 7-Eleven's complaint under Rule
12(b)(6) of the Federal Rules of Civil Procedure. For the
reasons explained below, the defendants' motion is
granted in part and denied in part.
following facts are undisputed unless otherwise noted.
7-Eleven is a large franchise corporation with its principal
place of business in Texas. Ketan Patel is a resident of
Illinois and the controlling shareholder of defendants Shakti
Chicago, Inc., Shakti BCP 1, Inc., Smita 7, Inc., Shakti7,
Inc., Shakti 2 Enterprises, Inc., Smita II, Inc., Shakti 1
Enterprises, Inc., and Smita 1 Enterprises, Inc., all which
are incorporated in Illinois.
entered into franchise agreements with defendants to operate
7-Eleven stores in the Illinois cities of: Addison, La
Grange, Itasca, Schaumburg, Bolingbrook, Lake Forest, and
Niles. According to 7-Eleven, defendants were not abiding by
wage and hour laws as well as its obligations to pay payroll
taxes. On July 27, 2018, 7-Eleven sent each defendant four
separate notices of breach of their Franchise Agreement. On
August 1, 2018, 7-Eleven delivered a fifth notice of material
breach to each of the defendants. The notice resulted in an
immediate termination of the Franchise Agreement. On that
same date, 7-Eleven filed its complaint.
motion to dismiss pursuant to Federal Rule of Civil Procedure
12(b)(6) tests the legal sufficiency of the complaint, not
the merits of the allegations. To overcome a motion to
dismiss, a complaint must contain sufficient factual
allegations to state a claim for relief that is plausible on
its face, Ashcroft v. Iqbal, 556 U.S. 662, 678, 129
S.Ct. 1937, 173 L.Ed.2d 868 (2009), and raises the right to
relief above a speculative level, Bell Atl. Corp. v.
Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d
929 (2007). When ruling on a motion to dismiss, the Court
must accept all well-pleaded factual allegations in the
complaint as true and draw all reasonable inferences in the
plaintiff's favor. Park v. Ind. Univ. Sch. of
Dentistry, 692 F.3d 828, 830 (7th Cir. 2012).
Court will address the declarations that defendants attach to
their Rule 12(b)(6) motion to dismiss. Defendants attach two
declarations to their motion that, according to defendants,
undermine 7-Eleven's complaint. District courts have
discretion to exclude extrinsic documents attached to a
motion to dismiss rather than relying on said documents and
converting the motion into a Rule 56 motion for summary
judgment. See Levenstein v. Salafsky, 164 F.3d 345,
347 (7th Cir. 1998). The exception of considering extrinsic
documents without converting the motion to dismiss is
“a narrow [one] aimed at cases interpreting, for
example, a contract.” See id. As such, the
Court will not consider the declarations where those items
are not referred to in the complaint. See Wright v.
Associated Ins. Cos., Inc., 29 F.3d 1244, 1248 (7th Cir.
1994) (stating documents referred to in plaintiff's
complaint and central to its claim are considered part of the
I and II: Injunctive Relief
the Court notes that 7-Eleven does not contest that its
property and equipment were returned to them. In Count I,
7-Eleven alleges forcible entry and detainer against the
defendants for “unlawfully withholding
possession” of several 7-Eleven stores. Dkt. 1 at 17.
Further, 7-Eleven asserts that it “will be irreparably
injured if Defendants are permitted to retain possession of
the Stores and 7-Eleven has no adequate remedy at law for
that injury.” Id. at 18. 7-Eleven makes
similar allegations in its claim for recovery of chattels
subject to a security interest in Count II. Id.
response to the defendants' motion, 7-Eleven states it
“is no longer seeks injunctive relief based on Count
I-III.” Dkt. 37 at 7. 7-Eleven now argues that it is
still entitled to damages based on Counts I and II. But in
Counts I and II of the complaint, 7-Eleven seeks injunctive
relief as it relates to the equipment and property and
explicitly states that “there is no adequate remedy at
law.” Dkt. 1 at 18. 7-Eleven cannot use its responsive