## Facts

- Reis Robotics USA, Inc., an Illinois corporation, agreed to sell Concept Industries, Inc., a Michigan corporation, a robotic laser cutting system and related fixtures for trimming automotive parts.
- The parties’ contract documents consisted of an order acknowledgment and an amended purchase order (collectively, the agreement).
- During performance, Concept canceled one part program; the parties adjusted the agreement price to reflect the cancellation while providing for payment for work performed, resulting in an amended price of $911,000.
- Concept made engineering changes to another part, requiring redesign of related fixtures; the parties disputed whether Reis was entitled to additional compensation for redesign and remanufacture work.
- Concept executed an acceptance test certificate acknowledging receipt of the system at its Michigan facility.
- Reis sued for breach of contract after disputes arose concerning payment and performance.
- Concept filed an answer with affirmative defenses and asserted seven counterclaims.
- Reis moved to (i) strike/dismiss affirmative defenses, (ii) strike portions of the answer, and (iii) dismiss the counterclaims for failure to state a claim.

## Issues

1. Whether Concept’s affirmative defenses were pleaded with sufficient factual support under Rules 8 and 9, and whether any should be stricken under Rule 12(f).
2. Whether portions of Concept’s answer used improper, equivocal denials that failed to comply with Rule 8(b), warranting striking and repleading.
3. Whether Concept’s counterclaims stated claims for relief under Rule 12(b)(6), or should be dismissed in whole or in part.

## Decision

- The court granted Reis’s motions in part and denied them in part.
- The court struck Concept’s first five affirmative defenses without prejudice for insufficient pleading under the Federal Rules.
- The court struck with prejudice Concept’s purported “reservation” of unspecified future affirmative defenses as improper.
- The court struck certain portions of Concept’s answer without prejudice where equivocal denials failed to clearly admit or deny allegations.
- The court granted in part and denied in part Reis’s motion to dismiss the counterclaims, dismissing those inadequately pleaded while allowing others to proceed.

## Legal Principles

- Rule 12(f) motions to strike are generally disfavored, but may be used to remove insufficient defenses or confusing matter that clutters the pleadings.
- An affirmative defense must provide fair notice and include enough factual content to show how the defense applies; conclusory labels are insufficient under Rule 8(a) and, when applicable, Rule 9’s heightened pleading requirements.
- An affirmative defense may be evaluated under a standard comparable to Rule 12(b)(6): it must be adequately pleaded rather than merely asserted as a legal conclusion.
- A party may not plead a “reservation” of unknown future affirmative defenses as a placeholder; newly discovered defenses must be raised by amendment rather than by an omnibus reservation.
- Rule 8(b) requires clear admissions or denials; equivocal denials that obscure what is contested may be struck and repleaded.
- Counterclaims must contain factual allegations that, accepted as true, state a claim for relief; counterclaims that are conclusory or inconsistent with the pleaded agreement may be dismissed under Rule 12(b)(6).

## Conclusion

The court used Rules 8, 9, 12(b)(6), and 12(f) to require clearer pleadings: it struck conclusory affirmative defenses and equivocal denials (largely without prejudice to replead), rejected a blanket reservation of future defenses with prejudice, and partially dismissed counterclaims that lacked sufficient factual allegations.


Reis Robotics USA, Inc. v. Concept Indus., Inc., 462 F. Supp. 2d 897 (N.D. Ill. 2006)