Bonchon U.S.A., Inc. v. Aaron Allen & Associates, LLC
1:22-cv-02658
N.D. Ill.Mar 30, 2024Background
- Bonchon U.S.A., Inc. (Bonchon) entered into a services Agreement with Aaron Allen & Associates, LLC (AAA) for restaurant consulting services for a $100,000 fee.
- The Agreement referenced a prior Proposal detailing deliverables and workflow, but the parties dispute if the Proposal was incorporated into the Agreement.
- Bonchon alleged AAA failed to deliver critical services, including site visits and specific work promised for particular weeks, despite full payment.
- After repeated unfulfilled requests for performance, Bonchon terminated the Agreement and demanded a refund, which AAA refused.
- Bonchon sued for breach of contract (anticipatory repudiation) and unjust enrichment; AAA moved to dismiss both claims under Rule 12(b)(6).
- The court ruled on the motion to dismiss, analyzing both contract interpretation and sufficiency of Bonchon's pleadings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Incorporation of Proposal into Contract | Agreement incorporates Proposal by reference | Agreement does not incorporate Proposal | Ambiguous—requires factual development |
| Performance Period | Contract’s performance period is 30–45 days per Section 1.3 | Only 180-day period in Section 3.1 applies | Performance period ambiguous—cannot resolve at this stage |
| Anticipatory Repudiation | AAA's conduct and responses showed intent not to perform | No unequivocal indication of non-performance | Sufficiently pleaded; factual question remains |
| Unjust Enrichment Claim | Unjust enrichment available alongside breach of contract | Express contract bars unjust enrichment | Dismissed, but plaintiff may amend to plead in alternative |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (plausibility standard for Rule 12(b)(6) motions)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (pleading standards)
- Gallagher v. Lenart, 874 N.E.2d 43 (Ill. 2007) (contract construction focuses on parties' intent)
- D’Attomo v. Baumbeck, 36 N.E.3d 892 (Ill. App. Ct. 2015) (elements of breach of contract under Illinois law)
- Tower Invs., LLC v. 111 E. Chestnut Consultants, Inc., 864 N.E.2d 927 (Ill. App. Ct. 2007) (anticipatory repudiation standard)
- Guinn v. Hoskins Chevrolet, 836 N.E.2d 681 (Ill. 2005) (unjust enrichment generally unavailable if express contract governs)
- Cohen v. Am. Sec. Ins. Co., 735 F.3d 601 (7th Cir. 2013) (unjust enrichment cannot rely on express contract allegations)