Am. Ctr. for Excellence in Surgical Assisting Inc. v. Cmty. Coll. Dist. 502

• Decision Date: 07 June 2016
• Docket Number: 15 C 7290
• Citation: 190 F.Supp.3d 812
• Parties: American Center for Excellence in Surgical Assisting Inc., Plaintiff, v. Community College District 502, College of Dupage, Thomas Cameron, Karen M. Solt, and Kathy Cabai, Defendants.
• Court: U.S. District Court — Northern District of Illinois

190 F.Supp.3d 812

American Center for Excellence in Surgical Assisting Inc., Plaintiff,

v.Community College District 502, College of Dupage, Thomas Cameron, Karen M. Solt, and Kathy Cabai, Defendants.

15 C 7290

United States District Court, N.D. Illinois, Eastern Division.

Signed June 7, 2016

Janice Lynn Driggers, Brian Wright & Associates, P.C., Michael J. Davis, BKN Murray LLP, Downers Grove, IL, for Plaintiff.

Daniel V. Kinsella, Clare J. Quish, Michael T. Roche, Ryan T. Johnson, Thomas Gregory Draths, Schuyler, Roche, & Crisham, P.C., Margaret Martha Fitzsimmons, Lewis Brisbois Bisgaard & Smith, LLP, Chicago, IL, for Defendant.

MEMORANDUM OPINION AND ORDER

Gary Feinerman, United States District Judge

American Center for Excellence in Surgical Assisting Inc. ("ACE") brought this diversity suit against Community College District 502 ("District 502" or "District"), College of DuPage ("College" or "COD"), Thomas Cameron, Karen Solt, and Kathy Cabai for matters arising from the College's efforts to establish an accredited surgical assistant certificate program. Doc. 1. The complaint alleges breach of contract (Count I) and unjust enrichment (Count II) against the College, and fraud (Count III), misappropriation of trade secrets under the Illinois Trade Secrets Act ("ITSA"), 765 ILCS 1065/1 et seq. (Count IV), conversion (Count V), and promissory estoppel (Count VI) against all Defendants. Ibid. Defendants have moved under Federal Rule of Civil Procedure 12(b)(6) to dismiss the complaint. Doc. 20. The motion is granted with respect to the unjust enrichment, conversion, and promissory estoppel claims, and otherwise is denied.

Background

In considering a Rule 12(b)(6) motion, the court assumes the truth of the complaint's factual allegations, though not its legal conclusions. See Zahn v. N. Am. Power & Gas, LLC , 815 F.3d 1082, 1087 (7th Cir.2016). The court must also consider "documents attached to the complaint, documents that are critical to the complaint and referred to in it, and information that is subject to proper judicial notice," along with additional facts set forth in ACE's brief opposing dismissal, so long as those facts "are consistent with the pleadings." Phillips v. Prudential Ins. Co. of Am. , 714 F.3d 1017, 1020 (7th Cir.2013) (internal quotation marks omitted); see also Defender Sec. Co. v. First Mercury Ins. Co. , 803 F.3d 327, 335 (7th Cir.2015). The facts are set forth as favorably to ACE as those materials allow. See Pierce v. Zoetis , 818 F.3d 274, 277 (7th Cir.2016). In so doing, the court does not vouch for the accuracy of those facts. See Jay E. Hayden Found. v. First Neighbor Bank, N.A., 610 F.3d 382, 384 (7th Cir.2010).

ACE operates a surgical assistant training program that is approved and accredited by the American Board of Surgical Assistants ("ABSA"). Doc. 1 at ¶¶ 1, 11. The program includes distance-learning, laboratory, and clinical internship components. Id. at ¶ 11. District 502 is an Illinois community college district created by the Illinois Public Community College Act, 11 ILCS 805/1 et seq. Id. at ¶ 2. The District operates the College, which is located in Glen Ellyn, Illinois. Id. at ¶ 3. Cameron, Solt, and Cabai are employees of the College; they are, respectively, Dean of the Health and Sciences Division, Associate Dean of the Health and Sciences Division, and Program Director in the Health and Science Center. Id. at ¶¶ 4-6.

In November 2013, seeking to create an ABSA-accredited surgical assistant program, the College contacted ACE. Id. at ¶ 12. On November 19 and 20, 2013, Cabai and Solt met with Keith Bump, ACE's National Enrollment Manager. Id. at ¶ 13; Doc. 1-1 at 1. On November 21, 2013, Bump emailed Cabai and Solt a "Consortium Proposal" for ACE's and the College's joint implementation of a surgical assistant program, along with a "program catalog, consortium agreement, and ... syllabus." Doc. 1 at ¶ 13; Doc. 1-1. In response, Solt expressed interest in arranging a "Skype conference call" among various representatives of the College and ACE. Doc. 1-2 at 1. The Skype call, which included Cabai, Solt, Cameron, and representatives from ACE, took place on December 8, 2013. Doc. 1 at ¶ 14. On December 9, 2013, Bump and Solt exchanged emails. Doc. 1 at ¶ 14; Doc. 1-2 at 2-3. In her email, Solt said that the College was "ready to move forward on [its] part," which "consist[ed] of putting the curriculum through our college process and then on to the state's approval system." Doc. 1-2 at 2.

Cabai used the standard ACE curriculum to write a proposed curriculum for the College, and during the process she communicated with and sought advice from Bump. Doc. 1 at ¶ 16; Doc. 1-5. On February 17, 2014, Cabai informed Bump that the "division curriculum committee" had approved the College's curriculum and that, though several levels of review remained, "[w]ord is already out we are offering" the surgical assistant program. Doc. 1 at ¶ 17; Doc. 1-6 at 1. On March 13, 2014, Cabai asked Bump and Kyle Black (an ACE consultant) for a statement justifying the credit hour requirements for certain courses in the curriculum, as the Illinois Community College Board ("ICCB") required it for curriculum approval. Doc. 1 at ¶¶ 16, 18, 20; Doc. 1-9 at 1. On April 23, 2014, Cabai informed ACE that the ICCB had approved the curriculum and that "we are ready to go." Doc. 1 at ¶ 21; Doc. 1-10 at 1.

During the course of curriculum development, the College and ACE had several other contacts. On December 12, 2013, Solt told Bump that the College would prefer that ACE use Blackboard, an online classroom management system, to teach students remotely. Doc. 1 at ¶ 15; Doc. 1-3 at 1. Bump replied that ACE did not typically use Blackboard but that it was "willing to do what it takes to make it work for" the College. Doc. 1 at ¶ 15; Doc. 1-3 at 2. Bump added that after the College expressed a desire to use Blackboard, ACE contacted Blackboard for assistance. Doc. 1 at ¶ 15; Doc. 1-3 at 2. Several months later, on May 29, 2014, Solt confirmed that ACE was prepared to use Blackboard, and Bump told Solt that it was soon to be installed. Doc. 1 at ¶ 23; Doc. 1-13. ACE proceeded with the implementation and integration of Blackboard over Summer 2014. Doc. 1 at ¶ 24.

In the meantime, on February 27, 2014, Cabai asked Black for help in preparing the budget for the College's surgical assistant program. Doc. 1 at ¶ 18; Doc. 1-7. On May 5, 2014, Cabai, noting that "all of the additional help you can provide will make [my] life easier," asked ACE to scan and send her its "Self-Study Report," a document prepared by ACE for its accreditation by the Commission on Accreditation of Allied Health Professionals. Doc. 1 at ¶ 22; Doc. 1-11; Doc. 1-12. That document is proprietary, and the College would not have been able to replicate it or create its own without ACE's assistance. Doc. 1 at ¶ 22. The same day, ACE sent the College a "Consortium Agreement" memorializing the terms of their relationship. Doc. 1 at ¶ 33; Doc. 1-20. (The agreement says on its face that it was "made and entered into on" May 5, 2013, Doc. 1-20 at 1, but because the College did not contact ACE until November 2013, and because the signature on the document is dated May 5, 2014, id. at 5, the court uses that date.) From July 14-19, 2014, Cabai attended a "Surgical SkillLab," the laboratory portion of the ACE program, in Colorado. Doc. 1 at ¶¶ 19, 24; Doc. 1-8.

On September 8, 2014, Solt emailed Keith Bump and Dan Bump, an executive at ACE and ACE's designated instructor for the distance learning portion of the College's program, to inform ACE that the College had "deci[ded] to decline to partner with ACE Surgical Assisting for" the program. Doc. 1 at ¶ 25; Doc. 1-14. Solt cited concerns that Dan Bump would not have time to receive "sufficient preparation for this delivery mode" and that the College was seeking "a contemporary curriculum." Ibid. Solt concluded that the program would not be ready for students in January 2015, and she thanked ACE "for the opportunity to consider this relationship." Ibid.

In April 2015, the College announced that it would begin offering an online surgical assistance program. Doc. 1 at ¶ 26; Doc. 1-15. The course numbers for and content of the program duplicated the course numbers and content that ACE had provided to the College. Doc. 1 at ¶ 27; Doc. 1-16; Doc. 1-17 at 1-3. ACE numbered two of its courses 2501 and 2502, as ACE had. Doc. 1-16; Doc. 1-17. Those courses' content included basic surgical assisting principles, as the ACE courses did. Doc. 1-16; Doc. 1-17. The College's third course, "Surgical Assisting Research and Laboratory Practicum," replicated the ACE SkillLab that Cabai attended in Colorado. Doc. 1-16. The fourth course, "Surgical Assisting Clinical Internship," duplicated the clinical component of the ACE program. Ibid.

On December 23, 2014, having learned that the College planned to offer the program, ACE sent a demand letter and claim notice asserting that the College's proposed curriculum used ACE's proprietary information. Doc. 1 at ¶ 28; Doc. 1-18. On March 27, 2015, the College responded, denying ACE's claims and contending that it would "offer a surgical assistant training program that is based on its own original curriculum and materials." Doc. 1 at ¶ 29; Doc. 1-19. On August 19, 2015, ACE filed this suit. Doc. 1.

Discussion

Defendants argue that ACE has not pleaded viable contract and ITSA claims, and that ITSA preempts the other four claims. To survive a Rule 12(b)(6) motion, a complaint need only "contain sufficient factual matter, accepted as true, ‘to state a claim to relief that is plausible on its face.’ " Stapleton v. Advocate Health Care Network , 817 F.3d 517, 521 (7th Cir.2016) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) ); see also Defender Security Co. , 803 F.3d at 335 ("[A] plaintiff must provide only enough detail to give the defendant a fair notice of what the...