## Facts

- Advantage Marketing Group, Inc. (AMG) provided printing and mailing services, including lettershop and fulfillment work.
- James P. Keane, Sr. was an original founder of AMG and held a significant ownership interest; after serving in leadership roles earlier, he later worked for AMG as a key employee.
- AMG alleged Keane built and maintained customer relationships, made hiring decisions, and had access to AMG’s confidential information, including client information and internal business records.
- AMG alleged Keane functioned as a “principal employee” with broad responsibilities similar to those exercised by corporate officers, including evaluating possible acquisitions in AMG’s business space.
- The Mail House, a competing business, became available as a possible acquisition target.
- Before resigning from AMG, Keane allegedly took steps to acquire The Mail House for himself without informing AMG that the opportunity existed.
- AMG alleged Keane withheld information about The Mail House as an acquisition target and used one of AMG’s clients as a referral in connection with Keane’s purchase of The Mail House.
- Without AMG’s permission, Keane allegedly solicited his son (who also worked for AMG) to leave AMG and work with Keane at The Mail House.
- Keane allegedly took samples of AMG’s printing materials and used them at The Mail House.
- AMG alleged it would have pursued acquiring The Mail House had Keane disclosed the opportunity.
- AMG filed an amended complaint asserting (1) breach of fiduciary duty (including usurpation of a corporate opportunity) and (2) tortious interference with prospective economic advantage. Keane moved to dismiss under 735 ILCS 5/2-615 on the ground that he was merely an employee and therefore owed no fiduciary duty. The circuit court dismissed, and AMG appealed.

## Issues

1. Whether AMG’s complaint adequately alleged that Keane owed fiduciary duties to AMG based on his position and responsibilities, even though he argued he was only an employee at the time of the alleged conduct.
2. Whether the complaint plausibly alleged a breach of fiduciary duty under the corporate opportunity doctrine based on Keane’s alleged acquisition of a competitor without disclosure to AMG.
3. Whether the complaint sufficiently alleged tortious interference with prospective economic advantage arising from Keane’s alleged diversion of the opportunity and related conduct.
4. Whether dismissal under section 2-615 was improper where the complaint’s well-pleaded facts and reasonable inferences supported legally recognized claims.

## Decision

- The appellate court reversed the section 2-615 dismissal and remanded for further proceedings.
- The court held AMG sufficiently alleged that Keane owed fiduciary duties to AMG because the complaint described “special circumstances” showing he acted in a high-level role, exercised substantial responsibility, and had access to confidential information, even if he lacked a current officer or director title.
- The court held AMG adequately pleaded a corporate opportunity claim by alleging that The Mail House was a competitor in AMG’s business line, that AMG would have pursued the acquisition, and that Keane took the opportunity for himself without disclosure.
- The court held AMG adequately pleaded tortious interference with prospective economic advantage because the complaint alleged a reasonable expectancy, Keane’s knowledge, intentional interference through the alleged usurpation and use of an AMG client referral, and resulting harm.
- The court explained that Keane’s competing factual contentions (including whether he disclosed the opportunity and whether his role created fiduciary duties) could not be resolved on a pleading motion.

## Legal Principles

- On a motion to dismiss under 735 ILCS 5/2-615, a court must accept well-pleaded facts as true and draw reasonable inferences in the plaintiff’s favor; the question is whether the complaint states a legally recognized cause of action.
- In Illinois, fiduciary duties may arise not only from formal titles (officer/director) but also from “special circumstances,” including a person’s actual authority, influence, responsibility for key decisions, and access to confidential business information.
- Under the corporate opportunity doctrine, a fiduciary may not appropriate for personal benefit an opportunity that is closely related to the corporation’s business and that the corporation has an interest or expectancy in pursuing; nondisclosure of such an opportunity can support a breach claim.
- A claim for tortious interference with prospective economic advantage generally requires allegations of (i) a reasonable business expectancy, (ii) defendant’s knowledge of that expectancy, (iii) intentional and unjustified interference, and (iv) resulting damages; allegations that a defendant diverted an acquisition opportunity and used the plaintiff’s business relationships for the defendant’s competing benefit can satisfy these elements at the pleading stage.

## Conclusion

The First District held that AMG’s amended complaint stated legally sufficient claims that Keane, given his alleged high-level role and access to confidential information, owed fiduciary duties and breached them by taking a competitor acquisition opportunity for himself without disclosure, and that the same alleged conduct also supported tortious interference with AMG’s expected business advantage; the dismissal was reversed and the case remanded.


Advantage Marketing Group v. Keane, 2019 Ill. App. 181126 (2019)