NHI-2, LLC v. Wright Property Management, Inc.
1:15-cv-07913
N.D. Ill.Mar 2, 2018Background
- In August 2014 defendants Wright Property Management, Inc. and Wellington E, LLC signed a layover services agreement naming “Travelliance, Inc.” (defined in the contract as “Travelliance”) as the counterparty.
- "Travelliance, Inc." was the assumed name of Nationwide Hospitality, Inc. at the time; plaintiff NHI-2, LLC is a separate LLC that does business as “Travelliance” but did not register the assumed name "Travelliance, Inc.".
- NHI-2 sued for breach of the 2014 contract in 2015; defendants moved for summary judgment arguing lack of standing and invalid contract party identity.
- NHI-2 submitted affidavits claiming it acquired Nationwide’s assets/assumed name and that defendants knew they were negotiating with NHI-2, but those statements conflicted with earlier discovery responses or lacked sufficient foundation.
- The district court held there was no genuine dispute that NHI-2 was not a signatory to the contract (the contract party was Nationwide via assumed name) and thus NHI-2 lacked Article III injury-in-fact; summary judgment was granted for defendants.
- The court dismissed the third-party complaint by declining supplemental jurisdiction after disposing of the federal claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NHI-2 has Article III standing to sue for breach of the 2014 contract | NHI-2 says it does business as “Travelliance,” acquired Nationwide’s assets/assumed name, and defendants knew they negotiated with NHI-2 | The contract names Travelliance, Inc. (the assumed name of Nationwide), not NHI-2; NHI-2 is a separate entity and produced no admissible evidence showing it was the contracting party | Court held NHI-2 lacks standing because it is not a party to the contract and therefore failed to show an injury-in-fact |
| Whether extrinsic evidence establishes that NHI-2 was intended party to the contract (parol/contract interpretation issue) | NHI-2 relies on affidavits and course-of-dealing to show defendants dealt with NHI-2 as Travelliance | Defendants emphasize the written contract identifies a corporate party (Travelliance, Inc./Nationwide) and challenge the admissibility/consistency of NHI-2’s affidavits | Court refused to credit affidavit testimony that contradicted prior discovery and held the contract’s plain terms control; no genuine factual dispute |
| Whether the court should retain supplemental jurisdiction over third-party claims after disposing of original claims | NHI-2 sought to proceed on related third-party claims under supplemental jurisdiction | Defendants argued dismissal of original claims makes supplemental jurisdiction inappropriate | Court declined supplemental jurisdiction and dismissed the third-party complaint |
Key Cases Cited
- Lujan v. Defenders of Wildlife, 504 U.S. 555 (standing requires injury in fact fairly traceable to defendant and redressable)
- Spokeo, Inc. v. Robbins, 136 S. Ct. 1540 (clarifies constitutional standing requirements)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment standard)
- W.W. Vincent & Co. v. First Colony Life Ins. Co., 814 N.E.2d 960 (Ill. App. Ct.) (elements of Illinois breach of contract claim)
- Kalis v. Colgate-Palmolive Co., 231 F.3d 1049 (affidavits cannot create issues of fact by contradicting prior sworn testimony)