Opinion
No. 00 C 7388
April 13, 2001
MEMORANDUM OPINION AND ORDER
Pending is Defendant Impact Steel, Inc.'s motion to dismiss Counts II and III of Plaintiff Prime Steel Corporations' complaint pursuant to Fed.R.Civ.Proc. 12(b)(6). For the reasons set forth below this motion is denied (#7-1).
FACTUAL BACKGROUND
In Count I of its Complaint at Law, Plaintiff Prime Steel Corporation ("Prime") has alleged the existence of a contract between itself and Defendant Impact Steel, Inc., ("Impact"). As part of its contract claim, Prime has alleged that the "parties, for good and valuable consideration, entered into a binding contract . . .[and that] "[t]he contract clearly and unambiguously provided that Prime would supply the steel ordered by Impact and that Impact would pay Prime for the steel it ordered." The heart of Prime's allegations in Count I are:
Impact unjustly retained the benefits of some of the steel delivered to it. To its detriment, Prime delivered to Impact steel, which Impact to this day has retained. Impact's retention of Prime's steel without paying Prime monies that Impact is legally obligated to pay violates fundamental principles of justice, equity, and good conscience. Impact has unreasonably and vexatiously delayed complying with the contract or paying Prime monies despite its obligation to do so. Prime further alleges that it performed all conditions precedent under the contract, that Impact breached the contract by wrongfully rejected the goods tendered by Prime and by failing to pay Prime the money it believes to be due under the parties' contract. In Counts II and III, Prime has asserted claims for unjust enrichment and promissory estoppel, respectively. Impact moves to dismiss Counts II and III arguing that these Count, for unjust enrichment and promissory estoppel, cannot be asserted because the contract for sale of goods set forth in Count I covers the same subject matter.
DISCUSSION
In ruling on a motion to dismiss, the court considers "wether relief is possible under any set of facts that could be established consistent with the allegations." Pokuta v. Trans World Airlines, Inc., 191 F.3d 834, 839 (7th Cir. 1999) (citing Conley v. Gibson, 355 U.S. 41, 45-46 (1957)). A claim may be dismissed only if there is no set of facts that would entitle the plaintiff to relief based on the allegations in the complaint. Vonderohe v. B S of Fort Wayne, Inc., 36 F. Supp.2d 1079, 1081 (7th Cir. 1999). A motion to dismiss tests the sufficiency of the complaint, not its merits, Gibson v. City of Chicago, 910 F.2d 1510, 1520 (7th Cir 1990).
A claim for unjust enrichment exists when a defendant (1) receives a benefit, (2) to the plaintiff's detriment, and (3) the defendant's retention of that benefit would be unjust. HPI Health Care Servs. Inc., v. Mt. Vernon Hosp., Inc., 131 Ill.2d 145, 137 Ill.Dec 19, 545 N.E.2d 672, 679 (1989). In order to allege a promissory estoppel claim a party must allege that (1) the defendant made an unambiguous promise to that party; (2) the party relied on such a promise; (3) reliance by the party was expected and foreseeable by the defendant; (4) the party relied on the promise to it detriment. Doyle v. Holy Cross Hospital, 186 Ill.2d 104, 120, 708 N.E.2d 1140, 1148 (1999). Under Illinois law, a plaintiff may not recover on a theory of quasi-contract when a real contract governs the parties' relations. Murray v. Abt Associates Inc., 18 F.3d 1376, 1379 (7th Cir. 1994).
Impact argues that Prime should be barred from seeking relief under the equitable theories set forth in Counts II and III because "[a]t all relevant times, a written contract governed the parties relationship." However, although Prime may not recover under both contract and quasi-contract theories, it is not barred from pleading these theories in the alternative. See Fed.R.Civ.P. 8(e)(2) ("A party may also state as many separate claims or defenses as the party has regardless of consistency and whether based on legal [or] equitable . . . grounds."). Hence, Impact's motion to dismiss is denied.
CONCLUSION
For the reasons set forth above Defendant's motion to dismiss Counts II and III is denied (#7-1).