Plaintiff purchased the defendant’s nation-wide network of auto collision centers as part of a complicated $32.5M asset purchase agreement (APA). A dispute arose when the plaintiff paid $9.5M to a paint supply company and creditor of the defendant in order to consummate the APA. The plaintiff argued that the defendant breached the APA by not satisfying the paint supply debt and securing a release from the paint supplier before the APA’s closing date. Plaintiff sued on various tort and contract theories. Defendant countersued for reformation, rescission and breach of contract. Both parties moved to dismiss.
In granting the bulk of the defendant’s motion to dismiss, the court in Boyd Group, Inc. v. D’Orazio, 2015 WL 3463625 (N.D.Ill. 2015) examines the interplay among several recurring commercial litigation issues including the economic loss doctrine as it applies to negligent misrepresentation claims, the impact of a contractual integration clause, and the pleading requirements for fraud in Illinois.
The court dismissed the breach of contract claim based on the APA’s integration clause. Where parties insert an integration clause into their contract, they are manifesting their intent to guard against conflicting interpretations that could result from extrinsic evidence. If a contract has a clear integration clause, the court cannot consider anything beyond the “four corners” of the contract and may not address evidence that relates to the parties’ understanding before or at the time the contract was signed.1
Here, the plaintiff’s breach of contract claim was based in part on e-mails authored by the defendant the same day the APA was signed. Since the APA integration clause clearly provided that the APA was constituted the entire agreement between the parties, the court found that the defendant’s e-mails couldn’t be considered to vary the plain language of the APA.2.
The plaintiff’s negligent misrepresentation claim was defeated by the economic loss doctrine, which posits that where a written contract governs the parties’ relationship, a plaintiff’s remedy is one for breach of contract, not one sounding in tort. An exception to this rule is where the defendant is in the business of providing information for the guidance of others in their business transactions.
Case law examples of businesses that the law deems information suppliers (for purposes of the negligent misrepresentation/economic loss rule) include stockbrokers, real estate brokers and terminate inspectors. Conversely, businesses whose main product is not information include property developers, builders and manufacturers.
Here, the in-the-business exception (to the economic loss rule) didn’t apply since defendant operated car collision repair businesses. He did not supply information for others’ business guidance. The court found the defendant more akin to a manufacturer of a product and that any information he furnished was ancillary to his main collision repair business.3
The one claim that did survive the motion to dismiss was plaintiff’s fraud claim. To plead common law fraud under Illinois law, the plaintiff must establish (1) a false statement of material fact, (2) defendant’s knowledge the statement was false, (3) defendant’s intent to induce action by the plaintiff, (4) plaintiff’s reliance on the truth of the statement, and (5) damages resulting from reliance on the statement. Fraud requires heightened pleading specificity and it must be more than a simple breach of contract. A fraud claim must also involve present or past facts; statements of future intent or promises aren’t actionable. 4
The plaintiff’s complaint allegations that the defendant factually represented to the plaintiff that he was in the process of securing the release of the paint supply contract as an inducement for plaintiff to enter into the APA were sufficiently factual to state a fraud claim under Federal pleading rules.
- The economic loss rule bars negligent misrepresentation claim where the defendant’s main business is providing a tangible product rather than information;
- A clearly drafted integration clause will prevent a party to a written contract from introducing evidence (here, emails) that alters a contract’s plain meaning;
- The failure of a condition precedent won’t equate to a breach of contract where the party being sued isn’t responsible for the condition precedent;
- A plaintiff successfully can plead fraud where it involves a statement concerning a present or past fact, not a future one.
1. 2015 WL 3463625, * 7
3. Id. at * 11
4. Id. at **8-9