United States District Court, N.D. Illinois, Eastern Division
OPINION AND ORDER
H. LEFKOW U.S. DISTRICT JUDGE
Boyce Watkins and Lawrence Watkins move to dismiss Plaintiff
Maria Richard's Second Amended Complaint. The motion 
is granted in part and denied in part.
2012, Maria Richard began working as a freelance blogger for
Your Black World Network LLC, a company owned by Boyce
Watkins that created online content tailored to the
African-American community. (Dkt. 43 ¶ 6.) In September
of that year, Richard also began managing Boyce's
career. (Id. ¶ 8.) In 2015, Richard
and Boyce decided to form a business venture that would
provide clients online training in finance and
entrepreneurship. (Id. ¶¶ 9-10.) They
called the venture the “Black Wealth Bootcamp, ”
and accepted their first cohort of students in July 2015.
(Id. at ¶ 11.)
Boyce, and Boyce's brother Lawrence formed an Illinois
limited liability company called The Black Wealth Bootcamp
LLC in February 2016. (Id. ¶¶ 12-15.) Each
of them held a one-third equity interest in the LLC, although
they agreed that profits would be divided with 72% to Boyce,
18% to Richard, and 10% to Lawrence. (Id. ¶
13.) The parties drafted an operating agreement for the LLC,
but no written agreement was ever signed. (Id.
had a number of responsibilities with the Bootcamp, including
“managing the online platforms, assisting with selling
the online offerings, enrolling participants, resolving
customer service issues, and creating the PowerPoint
presentations” for lectures that Boyce gave.
(Id. ¶ 15.) She invested considerable time in
the business and fulfilled all of her agreed-upon
obligations. (Id. ¶¶ 15, 39.)
contemporaneously with the start of the Bootcamp, in 2015 and
2016, the Watkins brothers also launched a number of ventures
on their own that competed with the Bootcamp. (Id.
¶¶ 18, 19.) These included The Black Business
School, The Black Wealth Academy, The Black Wealth Calendar,
and others. (Id.) The Bootcamp's classes were
added to The Black Business School's platform.
(Id.) In 2016, Richard complained to Boyce about
confusion he was creating with these similarly-named business
ventures. (Id. ¶¶ 19, 20.)
Bootcamp was initially profitable. (Id. ¶ 16.)
In 2017, however, the Watkins brothers stripped it of its
assets and used the Bootcamp student list to recruit
participants to their other ventures. (Id.
¶¶ 16, 21-22.) The Watkins brothers spent Bootcamp
money on Facebook advertisements for their other ventures,
outspending advertisements for the Bootcamp by almost 7000%.
(Id. ¶ 24.) Throughout this time, they
maintained complete control over the financial accounting for
both the Bootcamp and their other ventures and did not pay
Richard her share of the profits for the Bootcamp.
(Id. ¶¶ 17, 25.)
addition to the problems with the Bootcamp, Richard also
raises claims related to a video she posted on YouTube in
December 2015. On Boyce's instruction, Richard posted a
video on Boyce's YouTube channel criticizing a non-party
named Umar Johnson. (Id. ¶¶ 28-30.) Boyce
subsequently posted two videos, one in December 2017 and one
in December 2018, claiming that “he ‘did not give
[Richard] the green light' to make the video about Umar
Johnson” and “Maria attacked Umar on my
channel.” (Id. ¶¶ 30, 32.) Boyce
also posted a comment on YouTube related to his December 2018
video in which he again said Richard “attack[ed]”
Umar Johnson and that he “had no idea she was using
[Boyce's] YouTube channel to launch a personal
vendetta.” (Id. ¶ 34.) Finally, in
January 2019, Boyce wrote in a YouTube comment under the
alias “Listory 101” that he “did not want
to work with her [i.e., Richard] anymore, not only because he
was upset about her possibly cheating, but also because he
felt she was not doing her job at an adequate level and was
not a good business partner.” (Id. ¶ 33.)
sued, bringing claims of breach of contract, unjust
enrichment, breach of fiduciary duty, and conversion against
both brothers. Richard also bring claims of defamation
per se and per quod against Boyce alone.
The Watkins brothers move to dismiss Richard's complaint
in its entirety for failing to state a claim.
motion to dismiss under Rule 12(b)(6) challenges a complaint
for failure to state a claim upon which relief may be
granted. In ruling on a Rule 12(b)(6) motion, the court
accepts as true all well-pleaded facts in the plaintiff's
complaint and draws all reasonable inferences therefrom in
the plaintiff's favor. Active Disposal, Inc.
v. City of Darien, 635 F.3d 883, 886 (7th Cir.
2011); Dixon v. Page, 291 F.3d 485, 486 (7th Cir.
2002). To survive a Rule 12(b)(6) motion, the complaint must
not only provide the defendant with fair notice of a
claim's basis but must also establish that the requested
relief is plausible on its face. See Ashcroft v.
Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937 (2009);
Bell Atl. v. Twombly, 550 U.S. 544, 555, 127 S.Ct.
1955 (2007). The allegations in the complaint must be
“enough to raise a right to relief above the
speculative level.” Twombly, 550 U.S. at 555.
At the same time, the plaintiff need not plead legal
theories; it is the facts that count. Hatmaker v.
Mem'l Med. Ctr., 619 F.3d 741, 743 (7th Cir. 2010);
see also Johnson v. City of Shelby, 574 U.S. 10, 135
S.Ct. 346 (2014) (per curiam) (“Federal pleading rules
call for a short and plain statement of the claim showing the
pleader is entitled to relief; they do not countenance
dismissal of a complaint for imperfect statement of the legal
theory supporting the claim asserted”).
Count I: Breach of Contract
first claim is for breach of contract. “To state a
claim for breach of contract under Illinois law, a plaintiff
must allege four elements: ‘(1) the existence of a
valid and enforceable contract; (2) substantial performance
by the plaintiff; (3) a breach by the defendant; and (4)
resultant damages.'” Jokich v. Rush Univ. Med.
Ctr., No. 18 C 7885, 2019 WL 1168106, at *5 (N.D. Ill.
March 13, 2019) (quoting Reger Dev., LLC v. Nat'l
City Bank, 592 F.3d 759, 764 (7th Cir. 2010)). The
elements are the same whether the contract is written or
oral. Mission ...