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BCL-Equipment Leasing LLC v. Tom Spensley Trucking, Inc.

United States District Court, W.D. Wisconsin

June 21, 2016

BCL-EQUIPMENT LEASING LLC, Plaintiff,
v.
TOM SPENSLEY TRUCKING, INC. and TOM SPENSLEY, Defendants.

          OPINION & ORDER

          JAMES D. PETERSON District Judge.

         This is a replevin action arising out of defendants Tom Spensley Trucking, Inc. and Tom Spensley's alleged breach of a contract that they had with plaintiff BCL-Equipment Leasing LLC. BCL has two motions before the court: a motion to dismiss defendants' counterclaims, Dkt. 32, and a motion to strike defendants' affirmative defenses, Dkt. 29. Defendants agree that the court should dismiss some of their counterclaims and strike some of their affirmative defenses. But they oppose the remaining aspects of BCL's motions. After reviewing the parties' submissions, the court will dismiss some, but not all, of defendants' counterclaims and will strike each of defendants' affirmative defenses.

         BACKGROUND

         The court has discussed the facts of this case in two earlier orders. Dkt. 23 and Dkt. 26. The short version is that in December 2014, Spensley Trucking agreed to make monthly payments to BCL for the use of several pieces of trucking equipment. Spensley himself personally guarantied these obligations. In October 2015, Spensley Trucking stopped making payments. A few months later, BCL engaged in "self-help" by going onto Spensley's property, disabling some of the pieces of trucking equipment, and removing other pieces. BCL eventually filed suit to recover Spensley Trucking's past due payments and the rest of the equipment.

         ANALYSIS

         This order addresses first BCL's motion to dismiss defendants' counterclaims, then BCL's motion to strike their affirmative defenses.

         A. Counterclaims

         Defendants asserted counterclaims against BCL for: (1) conversion; (2) declaratory judgment; (3) trespass; (4) tortious interference with contract; (5) breach of contract; and (6) breach of the covenant of good faith and fair dealing. BCL moves to dismiss these counterclaims pursuant to Federal Rule of Civil Procedure 12(b)(6). The standard for dismissing a counterclaim under Rule 12(b)(6) is the same as the standard for dismissing an affirmative claim: the court "construe[s] the counterclaim in the light most favorable to [defendants], accepting as true all well-pleaded facts and drawing reasonable inferences in their favor." United Cent. Bank v. Davenport Estate LLC, 815 F.3d 315, 318 (7th Cir. 2016). The court will dismiss a counterclaim only if defendants have failed to "allege sufficient factual matter to state a claim to relief that is plausible on its face." Firestone Fin. Corp. v. Meyer, 796 F.3d 822, 826 (7th Cir. 2015) (citations and internal quotation marks omitted).

         In responding to BCL's motion, defendants voluntarily dismiss their counterclaims for breach of contract and for breach of the covenant of good faith and fair dealing. Dkt. 39, at 8. The court will grant these aspects of BCL's motion as unopposed. But defendants have alleged plausible counterclaims for declaratory judgment, conversion, trespass, and tortious interference with contract. The court will deny these aspects of BCL's motion.

         Defendants' counterclaim for declaratory judgment provides the foundation for their theory of the case and for some of their other counterclaims. The parties' contract includes unambiguous language indicating that it is a lease and not a secured transaction. Dkt. 24-3, at 6. Despite this language, defendants ask the court to declare that the parties entered into a secured transaction and to construe the contract accordingly. Dkt. 25, ¶¶ 71-75. Defendants contend that the court's "determination regarding the true nature of the parties' transaction will have a drastic effect on [d]efendants' rights in the collateral, " which are "markedly different if the agreement between the parties constituted a lease or a secured transaction." Dkt. 39, at 2-3. Specifically, defendants contend that if the agreement was a secured transaction, then they had a right to redeem the collateral and BCL did not have a right to breach the peace in attempting self-help. Id. at 5-6. At this point, defendants' counterclaim for declaratory judgment looks like a long shot.

         But whether defendants can succeed on this counterclaim, and whether their overarching theory of the case is correct, are issues for another day. For now, defendants have alleged an actual controversy over how to interpret the parties' contract. These allegations are sufficient to state a claim for declaratory judgment. See Klinger v. Conan Doyle Estate, Ltd., 755 F.3d 496, 499 (7th Cir.), cert. denied, 135 S.Ct. 458 (2014) ("Declaratory judgments are permitted but are limited-also to avoid transgressing Article III-to ‘case[s] of actual controversy, ' 28 U.S.C. § 2201(a), that is, actual legal disputes."). The court will deny BCL's motion to dismiss this counterclaim.

         Defendants' counterclaims for conversion and trespass arise out of their contention that BCL did not have a right to come onto Spensley's property and disable or remove any pieces of trucking equipment. See Dkt. 25, ¶¶ 62-70, 76-81. BCL moves to dismiss these counterclaims because the parties' agreement acknowledged that its agents could "[p]eacefully repossess the Property without court order and [defendants] will not make any claims against [BCL] for damages or trespass or any other reason." Dkt. 24-3, at 6. According to BCL, defendants cannot succeed on their counterclaims because the language of the agreement explicitly authorized the actions that BCL took. But again, this argument goes to the merits of the case, not to the legal sufficiency of defendants' counterclaims.

         To prove a claim for conversion under Illinois law, a plaintiff must establish that "(1) he has a right to the property; (2) he has an absolute and unconditional right to the immediate possession of the property; (3) he made a demand for possession; and (4) the defendant wrongfully and without authorization assumed control, dominion, or ownership over the property." Cirrincione v. Johnson, 184 Ill.2d 109, 703 N.E.2d 67, 70 (1998).[1]Likewise, a defendant is liable for trespass under Illinois law when he enters onto a plaintiff's land "without permission, invitation, or other right." Benno v. Cent. Lake Cty. Joint Action Water Agency, 242 Ill.App.3d 306, 609 N.E.2d 1056, 1061 (1993). Here, defendants have pleaded facts to support the elements of these claims. They allege that BCL injured them by coming onto Spensley's property without a legal right to do so, remained there after Spensley asked them to leave, and disabled and removed their trucking equipment. These claims turn on whether the parties' contract authorized BCL's agents to try to recover the trucking equipment and on the circumstances under which those agents went onto Spensley's property. Contrary to BCL's assertions, the pleading stage is not the appropriate time to resolve these merits-based issues, which involve disputes of fact. The court will deny BCL's motion to dismiss these counterclaims.

         Defendants' remaining counterclaim for tortious interference with contract arises out of their allegations that they had arranged to sell one of the trucks. Dkt. 25, ¶ 83. BCL had inadvertently acquired the title document to the truck (presumably when taking title to the other pieces of equipment as part of the parties' transaction), but it delayed in returning the document to defendants. Id. ΒΆΒΆ 84-85. The delay caused ...


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