Mazzetta Company, LLC v. Simpson et al

Filing 109

MEMORANDUM Opinion and Order. Signed by the Honorable Jeffrey I Cummings on 3/11/2025. Mailed notice. (jn,)

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
MAZZETTA COMPANY, LLC,

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Plaintiff,
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v.
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MATTHEW SIMPSON and MONARCH )
TRADING, LLC
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Defendants.
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No. 24-cv-2488
Judge Jeffrey I. Cummings

MEMORANDUM OPINION AND ORDER
Plaintiff Mazzetta Company, LLC brings this case against its former employee, defendant
Matthew Simpson, and his new employer, co-defendant Monarch Trading, LLC. In its Second
Amended Complaint (the “Complaint”), Mazzetta alleges that defendants violated the Defend
Trade Secrets Act (“DTSA”), 18 U.S.C. §1832 et seq. (Count I), and the Illinois Trade Secrets
Act (“ITSA”), 765 Ill. Comp. Stat. 1065/1 et seq. (Count II), and it further asserts claims for
breach of contract (Count III), breach of fiduciary duty (Count IV), and tortious interference with
contract (Count IV). Mazzetta seeks to enforce the non-compete and confidentiality provisions
of an agreement it entered into with Simpson. Mazzetta asserts that it was injured when Simpson
breached the agreement and Monarch tortiously interfered with it.
Defendants move to dismiss Counts III, IV, and V under Federal Rule 12(b)(6), and they
seek leave to file a fee petition under the Illinois Freedom to Work Act, 820 ILCS 90/1 et seq.,
(“IFWA”). For the reasons below, the Court denies defendants’ motion to dismiss Counts III,
IV, and V of the Complaint, but grants defendants’ request for leave to file a fee petition under
the IFWA, (Dckt. #53).

I. BACKGROUND
The facts below are drawn from the allegations in the Complaint. (Dckt. #61).
Plaintiff Mazzetta is a seafood company engaged in the business of importing and
distributing frozen seafood for the foodservice, grocery, and broadliner markets. (Id. ¶10).
Mazzetta initially hired defendant Simpson in November 2015 as an operational director, but
promoted him in March 2019 to a sales leadership role. (Id. ¶¶13–14). In the sales role,
Mazzetta granted Simpson access to Mazzetta’s confidential information, including but not
limited to client sales data and contact information, as well as Mazzetta’s costs, margins,
inventories, sales, and other business critical information. (Id. ¶14).
On or around June 1, 2022, Mazzetta promoted Simpson again, this time to Vice
President of Business Development. (Id. ¶16). As Vice President of Business Development,
Simpson’s key role was to seek new business opportunities by contacting and developing
relationships with clients, customers, and vendors, as well as potential clients, customers, and
vendors. (Id. ¶20). Simpson also served as the liaison between customers, salespersons,
suppliers, producers, and vendors. (Id. ¶21).
In connection with his promotion, Simpson executed an agreement with Mazzetta,
effective June 1, 2022 (the “Agreement”), which provides in pertinent part:
Covenant Not to Compete. Employee agrees that, so long as Employee is
employed by Company and for a period of twelve (12) months following separation
from Company for any reason, Employee is strictly prohibited from directly or
indirectly engaging in any Restricted Activity for or on behalf of any Competing
Organization in the Restricted Area.
(Id. ¶17; Dckt. #61-1 at 3). “Restricted Activity” is defined in the Agreement in relevant part as:
. . . services as an . . . employee, . . . requiring the performance of the same or
substantially similar duties as Employee performed for Company in the two (2)
years preceding Employee’s separation from Company . . .

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(Dckt. #61 ¶17; Dckt. #61-1 at 7). “Competing Organization” is defined in the Agreement as:
any business . . . primarily engaged in the sourcing harvesting, processing,
procurement, sale, and/or distribution of frozen seafood and/or products that
contain frozen seafood.
(Dckt. #61-1 at 6). “Restricted [Area]” is defined in the Agreement as:
any State, territory, or province in which Company (i) did business in during the
two (2) years preceding Employee’s separation from Company and that Company
continued to do business in at the time of Employee’s separation, or (ii) had plans
to do business at the time of Employee’s separation of which Employee was aware.
(Id.). In this case, the Restricted Area covers twenty-one countries, including the United States
and Canada. (Dckt. #61 ¶18(b)).
The Agreement also contains the following confidentiality provision:
Confidential Information. Employee agrees that Employee will not, at any time,
whether during the period of Employee’s employment with Company or thereafter,
and for as long as is permissible under applicable law, disclose to any other person
or entity or use for any purpose other than in connection with the performance of
Employee’s duties for Company any information as to the state of Company’s
affairs or relating to its customers or suppliers, or its business or financial condition
not generally known to the public (“Confidential Information”), including, without
limitation, any of the Company’s processes or formulae; trade secrets; data;
compilations of information; identity of, methods of doing business with, and
requirements of Company’s customers, vendors, and suppliers; contact persons;
price and/or profitability information; price lists; pricing policies; methods of
establishing price lists and pricing policies; methods of establishing sales invoices;
processes, techniques, methods, and practices related to the Company’s product
development; product specifications; and processes, techniques, methods, and
practices related to company’s development, procurement, harvesting, farming,
water quality monitoring and pond construction.
(Dckt. #61 ¶17; Dckt. #61-1 at 3–4).
Mazzetta alleges that the noncompete and confidentiality covenants contained in the
Agreement are reasonable and necessary to protect Mazzetta’s legitimate business interests,
including its customer relationships, goodwill, know-how, and its confidential and proprietary
information and trade secret information. (Dckt. #61 ¶93). Certain of Mazzetta’s customers

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relationships have continually existed for longer than ten years and predate Simpson’s
employment at Mazzetta. (Id. ¶18(b)). A non-exhaustive list of such customers includes
Applebee’s International, Sysco Food Service, The Kroger Company, and PF Chang’s
International. (Id.).
On or about February 2, 2024, Simpson voluntarily resigned from Mazzetta, effective
February 14, 2024. (Id. ¶32). In the weeks prior to his resignation, Simpson accessed numerous
Mazzetta files and confidential information, including contact information for over 1,700 of
Mazzetta’s customers, historical revenue data for seafood sales, and detailed financial data by
customer. (Id. ¶¶50–53).
The day after Simpson resigned, Mazzetta learned that he joined defendant Monarch
Trading, LLC as President of Monarch’s Seafood Division. (Id. ¶¶34–35). In addition to
seafood, Monarch also sells meat and poultry. (Id. ¶37). Mazzetta alleges that after joining
Monarch, Simpson attempted to poach Mazzetta’s customers in breach of the Agreement. (Id.
¶38). Mazzetta later learned that following his resignation, Simpson possessed documents
containing Mazzetta’s confidential and sensitive information such as costs, margins, inventory
numbers, sales data, and customer contact information. (Id. ¶57). Mazzetta alleges Simpson’s
attempts to poach customers, travel at Mazzetta’s expense while working to benefit Monarch,
and the use and disclosure of Mazzetta’s non-trade secret confidential information and company
property has caused and will continue to cause Mazzetta harm. (Id. ¶108).
Mazzetta initiated this suit on March 27, 2024, (Dckt. #1), alleging that Simpson
breached his fiduciary duty and the non-compete, non-solicit, and confidentiality provisions of
the Agreement; that defendants violated the DTSA and ISTA; and that Monarch tortiously
interfered with the Agreement. After defendants moved to dismiss the initial complaint, (Dckt.

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#31), Mazzetta filed a first amended complaint, which withdrew its claim that Simpon breached
the non-solicit provision of the Agreement, (Dckt. #44). The Complaint likewise does not allege
a breach of the non-solicitation provision of the Agreement. (Dckt. #61).
II. LEGAL STANDARD
A party may move to dismiss a complaint pursuant to Rule 12(b)(6) if it “fails to state a
claim upon which relief can be granted,” and such a motion tests the legal sufficiency of the
complaint and not the merits of the case. McReynolds v. Merrill Lynch & Co., Inc., 694 F.3d
873, 887 (7th Cir. 2012). To survive a Rule 12(b)(6) motion, the “complaint must contain
sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.”
Hess v. Garcia, 72 F.4th 753, 758 (7th Cir. 2023) (cleaned up). “A claim has facial plausibility
when the plaintiff pleads factual content that allows the court to draw the reasonable inference
that the defendant is liable for the misconduct alleged.” Id. (cleaned up). Plausibility is not
satisfied by mere “labels and conclusions,” “formulaic recitation of the elements of a cause of
action,” or facts “merely consistent” with a defendant’s liability. Bell Atl. Corp. v. Twombly, 550
U.S. 544, 545, 555 (2007).
III. DISCUSSION
Defendants argue that Mazzetta’s breach of contract claim, (Count III), should be
dismissed because the covenants in the Agreement are too broad, Mazzetta fails to allege a
breach, and Mazzetta fails to allege a legitimate business interest. Defendants further argue that
Mazzetta’s breach of fiduciary duty claim, (Count IV), should be dismissed because it is
preempted by ITSA. Finally, defendants argue that Mazzetta’s claim for tortious interference
with contract, (Count V), fails because the restrictive covenants are unenforceable. The Court
addresses, and rejects, each of these arguments in turn.

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A. Mazzetta Properly Alleges a Breach of Contract Claim (Count III)
1.

Whether the Restrictive Covenants in the Agreement are Enforceable is a
Fact-Based Inquiry That Cannot be Decided at this Stage.

The parties agree that the terms of the Agreement’s covenants must be reasonable to be
valid and enforceable. “The Illinois Supreme Court has explained that a restrictive covenant is
reasonable only if the covenant: (1) is no greater than is required for the protection of a
legitimate business interest of the employer-promisee, (2) does not impose undue hardship on the
employee-promisor, and (3) is not injurious to the public. Baked into this totality-of-thecircumstances review is the propriety of the limitations in terms of their length in time, their
territorial scope, and the activities that they restrict.” LKQ Corp. v. Rutledge, 96 F.4th 977, 982
(7th Cir. 2024) (cleaned up). Defendants argue that the restrictive covenants Simpson allegedly
breached are overly broad and unenforceable.
The reasonableness of a restrictive covenant is determined “based on the totality of the
facts and circumstances of the individual case.” Allied Waste Servs. of N. Am., LLC v. Tibble,
177 F.Supp.3d 1103, 1110 (N.D.Ill. 2016) (citing Reliable Fire Equip. Co. v. Arredondo, 965
N.E.2d 393, 403 (Ill. 2011). Courts are permitted to determine whether restrictive covenants are
facially invalid as a matter of law at the Rule 12(b)(6) stage only where the covenant is “patently
unreasonable.”1 See e.g., Medix Staffing Sol., Inc. v. Dumrauf, 2018 WL 1859039, at *2
(N.D.Ill. Apr. 17, 2018), Timken Gears & Servs., Inc. v. Brad Foote Gear Works, Inc., 738
F.Supp.3d 1018, 1021 (N.D.Ill. 2024). However, when the covenant is not facially invalid, and
would instead require the court to conduct a fact-specific analysis to determine reasonableness, a
motion to dismiss must be denied so that the parties can have an opportunity to develop the

Mazzetta’s belief that whether a contract’s covenants are reasonable is always a fact-based
determination which is “not appropriate at the motion to dismiss stage,” (Dckt. #60 at 3), is mistaken.
1

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necessary evidentiary record. Nortek Prods. (Taicang) Ltd. v. FNA Grp., Inc., No. 10 C 2813,
2011 WL 2110043, at *4 (N.D.Ill. May 24, 2011); Allied Waste Servs., 177 F.Supp.3d at 1110.
Defendants contend that the restrictive covenants Simpson allegedly breached are
unenforceable, and they rely on Mazzetta Co., LLC, 2019 IL App. (2d) 180678-U (“Mazzetta I”)
and Medix Staffing Solutions, Inc. v. Dumrauf, 2018 WL 1859039 (N.D.Ill. Apr. 17, 2018).
However, Mazzetta I and Medix are distinguishable because they involved restrictive covenants
that were patently unreasonable and materially different from the covenants at issue here.
In Mazzetta I, the court held a different iteration of Mazzetta’s non-compete 2 was
unenforceable as a matter of law because it barred a low-level sales employee “from engaging in
any type of employment activity” in a seafood business for an eighteen-month period of time,
with potentially limitless geographic restrictions. Mazzetta Co., LLC, 2019 IL App. (2d)
180678-U, ¶¶27–28. In effect, the employee’s ability to work in his chosen field was severely
limited because he “could not take any position—whether that be in marketing, research, IT, or
any other non-sales capacity”—in the seafood industry. Id. (emphases added). In Medix Staffing
Solutions, Inc., the court held that a covenant that barred an employee from working for an
eighteen month period for any company in the same field—whether it was a competitor or not—

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The restrictive covenant in Mazzetta I provided, in relevant part:
Employee agrees that so long as he * * * is a [sic] employee of the Company, and for a
period of eighteen (18) months following the effective date of termination of Employee's
employment with the Company * * * he * * * will not, directly or indirectly, engage in
(whether as an employee, consultant, proprietor, partner, director or otherwise), or have
any ownership interest in, or participate in the financing, operation, management or control
of any Competing Organization which does business anywhere within the Restricted
Territory * * *.

2019 IL App (2d) 180678-U, ¶6.

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and “extended beyond roles that were similar to those he held at Medix,” was unenforceable and
subject to dismissal at the pleadings stage. 3 2018 WL 1859039, at *3.
In contrast, the covenant at issue here is more limited in scope and duration. In
particular, the non-compete applies only to jobs that involve the same or substantially similar job
duties, is limited to twenty-one specific jurisdictions where Mazzetta alleges that it did business
in the two years prior to Simpson’s departure or—to Simpson’s knowledge—had plans to do
business, and it lasts for only twelve months. As such, the covenant here is not “patently
unreasonable” within the meaning of Medix and Mazzetta I. See, e.g., HCC Cas. Ins. Servs., Inc.
v. Day, No. 20 C 7620, 2021 WL 1165096, at *6 (N.D.Ill. Mar. 26, 2021) (concluding
geographic scope of 180 countries under a noncompete was not unreasonable on its face because
“a broad geographical restriction does not automatically invalidate a postemployment restraint
where the geographical prohibition is qualified by an activity restraint.”) (cleaned up).
Furthermore, Mazzetta alleges that the noncompete and confidentiality covenants
contained in the Agreement are reasonable and necessary to protect Mazzetta’s legitimate
business interests, including its customer relationships, goodwill, know-how, and its confidential
and proprietary information and trade secret information. (Dckt. #61 ¶93). A determination of
whether the restrictions in this case are reasonable would require the Court to assess whether

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The restrictive covenant in Medix stated, in relevant part:
. . . Therefore, both during Employee’s employment with Medix and for a period of
eighteen (18) months following the termination of Employee’s employment with Medix
for any reason, Employee shall not, within a radius of 50 miles from any Medix office(s)
where the Employee performed services as an employee of Medix, directly or indirectly,
own, manage, operate, control, be employed by, participate in or be connected in any
manner with the ownership, management, operation or control of, any business that either:
(1) offers a product or services in actual competition with Medix; or (ii) which may be
engaged directly or indirectly in the Business of Medix.

2018 WL 1859039, at *1.

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Mazzetta has a protectable interest as it alleges; the hardship (if any) imposed on Simpson; the
hardship to the public; and the reasonableness of the time and geographic range required to
protect Mazzetta’s alleged protectable interest. This Court cannot undertake such a fact-specific
analysis on a motion to dismiss and the parties must be given an opportunity to develop the
necessary evidentiary record. See e.g., Nortek Prods. (Taicang) Ltd., 2011 WL 2110043, at *4
(refusing to dismiss a breach of contract claim where the determination of whether the restrictive
covenants were reasonable would require a fact-specific analysis); LKQ Corp. v. Rutledge, No.
21 C 3022, 2022 WL 1720590, at *3 (N.D.Ill. May 27, 2022) (denying motion to dismiss where
the “reasonableness of the [restrictive covenants] hinges on a variety of factual issues that the
Court cannot meaningfully address on the limited record currently before it.”).
2.

Mazzetta Sufficiently Alleges a Breach of the Agreement.

Defendants further assert that this Court should dismiss Mazzetta’s breach of contract
claim because Mazzetta fails to sufficiently plead that Simpson breached the Agreement.
Specifically, defendants argue that Monarch does not meet the definition of “Competing
Organization,” because it is not “primarily engaged in” the sale of frozen seafood since it also
distributes meat and poultry. This argument fails.
First, defendants do not explain how merely selling products other than seafood requires
the conclusion that Monarch is not “primarily engaged in” the sale of seafood. Second, as the
Seventh Circuit continues to remind litigants, “Rule 8 requires only that a complaint must set
forth plausible facts that, if true, would support a claim for relief.” Beaton v. SpeedyPC
Software, 907 F.3d 1018, 1023 (7th Cir. 2018) (cleaned up). Here, the Complaint alleges that
“Monarch’s seafood division directly competes with Mazzetta” and that Simpson “breached the
terms of the Agreement . . . when he began working for Monarch in a similar capacity in its

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seafood division.” (Dckt. #61 ¶¶35, 98). Accepting these facts as true, as the Court must on a
motion to dismiss, the Court finds that Mazzetta plausibly alleges that Simpson breached the
non-compete provision by working for Monarch. See e.g., Wilson v. Career Educ. Corp., 729
F.3d 665, 676 (7th Cir. 2013) (“At the pleading stage, [a plaintiff] must simply allege a plausible
breach of contract theory.”).
3.

Mazzetta Sufficiently Alleges that the Covenants Protect a Legitimate
Business Interest.

Defendants additionally argue that Mazzetta’s breach of contract claim must be dismissed
because Mazzetta cannot demonstrate a legitimate business interest. This argument also fails.
As explained above, for a non-compete clause to be valid and enforceable, its terms must
be reasonable and necessary to protect an employer’s legitimate business interests. Reliable Fire
Equip. Co., 965 N.E.2d at 396–97. Whether an employer has a legitimate business interest turns
on “the totality of the facts and circumstances of the individual case.” Id. at 403. Despite the
need to examine the totality of the circumstances, there are certain factors that can help guide a
court’s analysis as to whether a legitimate business interest exists, including, “the nearpermanence of [the employer’s] customer relationships, the employee’s acquisition of
confidential information through his employment, and time and place restrictions.” Id.
Defendants claim that Mazzetta fails to allege any near-permanent customer relationships
that Simpson worked with in 2022. Defendants focus on the fact that Simpson’s duties included
seeking “new business” and suggest that unless Mazzetta specifically alleges that Simpson
worked with its near-permanent customers, its breach of contract claim cannot withstand
dismissal. This is incorrect.
Mazzetta identifies thirteen customers in the Complaint with which it alleges it had
continuous relationships exceeding ten years. (Dckt. #61 ¶18(b)). Mazzetta further alleges that
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Simpson, as Vice President of Business Development, was responsible for “contacting and
developing relationships with clients, customers, and vendors, as well as potential clients,
customers, and vendors.” (Id. ¶¶20–21) (emphasis added). Mazzetta has therefore alleged that
Simpson worked with both existing and potential clients in his role, and those allegations
“contain sufficient factual matter, [if] accepted as true, to ‘state a claim to relief that is plausible
on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009), quoting Twombly, 550 U.S. at 570.
Thus, this argument is likewise insufficient to defeat Mazzetta’s breach of contract claim at the
motion to dismiss stage.
B. Mazzetta’s Breach of Fiduciary Duty Claim is Not Preempted by the ITSA
Next, defendants argue that Mazzetta’s claim for breach of fiduciary duty (Count IV)
should be dismissed because it is preempted by the Illinois Trade Secrets Act. The Illinois Trade
Secrets Act explicitly states that it “is intended to displace conflicting tort, restitutionary, unfair
competition, and other laws of this State providing civil remedies for misappropriation of a trade
secret.” 765 Ill. Comp. Stat. 1065/8. Thus, for preemption to exist, the common law claim must
be based on the misappropriation of allegedly confidential information or trade secrets. Hecny
Trans., Inc. v. Chu, 430 F.3d 402, 404–05 (7th Cir. 2005) (accepting the “dominant view” that
“claims are foreclosed only when they rest on the conduct that is said to misappropriate trade
secrets”). Defendants argue that Mazzetta’s breach of duty claim is predicated on its trade
secrets allegations and therefore is preempted. Mazzetta disagrees and asserts that its breach of
duty claim is based on misconduct other than trade secret misappropriation such that preemption
under the ITSA does not apply. The Court agrees with Mazzetta.
In SKF USA Inc., the court held that a plaintiff’s breach of fiduciary duty claim was not
preempted by ITSA because the plaintiff’s amended complaint did not claim that all the

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transferred data constituted trade secrets. SKF USA, Inc. v. Bjerkness, 636 F.Supp.2d 696, 711,
718–19 (N.D.Ill. 2009). The court explained, “whereas the ITSA claim is meant to protect
information ‘sufficiently secret to derive economic value’ and that ‘is the subject of efforts to
maintain its secrecy,’ the breach of fiduciary duty claim more generally addresses the harm
caused by the transfer of information not rising to the level of trade secrets that nevertheless
caused injury to SKF.” Id. at 718 (cleaned up). The SKF court was satisfied that “even if some
of what the defendants filched constituted a trade secret,” the plaintiff’s alleged breach of
fiduciary duty claim was aimed at a different harm than its trade secrets claim. Id.
Like the plaintiff in SKF, Mazzetta does not claim that defendants breached their duty to
it based solely on information that constitutes trade secrets. Mazzetta alleges that Simpson
attempted to poach customers for Monarch’s benefit while still working for Mazzetta and used
Mazzetta’s non-trade secret information in furtherance of doing so. Taking the well-pleaded
allegations as true, the Court is satisfied that Mazzetta’s breach of fiduciary duty claim more
generally addresses the transfer of information not rising to the level of trade secrets that
nevertheless caused injury to Mazzetta. Therefore, the court finds that Count IV is not
preempted by ITSA. See SKF, 636 F.Supp.2d at 718–19; Aspen Mktg. Servs., Inc. v. Russell, No.
09 C 2864, 2009 WL 4674061, at *6 (N.D.Ill. Dec. 3, 2009) (concluding breach of duty claim
was not preempted by ITSA where plaintiff “alleges that defendants breached their duty based on
the confidentiality agreement between Russell and plaintiff, which includes trade secrets and
other defined ‘Confidential Information.’”).
As an alternative to their preemption argument, defendants assert that Mazzetta has not
sufficiently alleged an injury. To the contrary, Mazzetta alleges Simpson’s breach of the duty of
loyalty to Mazzetta through his attempts to poach customers, travel at Mazzetta’s expense while

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working to benefit Monarch, and the use and disclosure of its non-trade secret confidential
information and company property has caused and will continue to cause Mazzetta irreparable
harm. (Dckt. #61 ¶108). These allegations “contain sufficient factual matter, [if] accepted as
true, to ‘state a claim to relief that is plausible on its face.’” Iqbal, 556 U.S. at 678, quoting
Twombly, 550 U.S. at 570. Accordingly, Mazzetta has sufficiently alleged an injury.
C. Mazzetta Sufficiently Alleges a Tortious Interference with Contract Claim.
Defendants’ sole argument to support dismissal of Mazzetta’s tortious interference claim
is based on their contention that the breach of contract claim against Simpson should be
dismissed. For the reasons stated above, the Court finds that Mazzetta sufficiently alleged a
breach of contract claim against Simpson for his breach of the noncompete and confidentiality
provisions of the Agreement. Accordingly, the Court finds that Mazzetta states a claim against
Monarch for tortious interference.
D. Defendants are Granted Leave to Submit a Fee Petition under the IFWA.
The IFWA provides, in relevant part, that:
if an employee prevails on a claim to enforce a covenant not to compete or a
covenant not to solicit, the employee shall recover from the employer all costs and
all reasonable attorney’s fees regarding such claim to enforce a covenant not to
compete or a covenant not to solicit, and the court or arbitrator may award
appropriate relief.
820 ILCS 90/25.
Defendants seek leave to file a fee petition under the IFWA based on their argument that
they prevailed on Mazzetta’s non-solicitation claim when Mazzetta dropped this claim from its
lawsuit after defendants moved to dismiss it. Mazzetta, on the other hand, contends that the
IFWA does not allow for an award of attorney’s fees in this case because defendants are not
“prevailing parties” on the non-solicitation claim within the meaning of federal and state

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attorney’s fee statutes. According to Mazzetta, defendants did not “prevail” within the meaning
of the IFWA because they have not “been awarded some relief by the courts.” (Dckt. #60 at 14
(collecting cases)). The parties do not cite, and the Court’s own research has not identified, any
case interpreting the attorney’s fee section of the IFWA.
The Court begins with the text of the statute. Matters of statutory interpretation are
questions of law, Gaffney v. Riverboat Servs. of Ind., Inc., 451 F.3d 424, 458 (7th Cir. 2006), and
the Court must apply Illinois’ statutory interpretation rules because the IFWA is an Illinois law.
See, e.g., Pastors Protecting Youth v. Madigan, 237 F.Supp.3d 746, 749 (N.D.Ill. 2017) (“As a
federal court interpreting Illinois law, the Court defers to Illinois’ rules of statutory
interpretation.”). “When construing a statute, an Illinois court’s primary objective is to ascertain
and give effect to the legislature’s intent.” Rosenbach v. Six Flags Ent. Corp., 129 N.E.3d 1197,
1204 (Ill. 2019) (cleaned up). “The plain language of a statute is the best indication of the
legislature’s intent,” Maksym v. Bd. of Election Comm'rs of City of Chi., 950 N.E.2d 1051, 1060
(Ill. 2011), and the text of the IFWA must be given its plain meaning because it is clear and
unambiguous. Snyder v. Heidelberger, 953 N.E.2d 415, 421 (Ill. 2011).
An application of the above principles leads to the conclusion that defendants are entitled
to an award of attorney’s fees. Defendants prevailed on Mazzetta’s non-solicitation claim
because Mazzetta dropped the claim from its lawsuit after defendants moved to dismiss on the
ground that the non-solicitation covenant was “overly broad and unenforceable.” (Dckt. #31 at
3). Thus, defendants have “prevailed” with respect to Mazzetta’ non-solicitation claim under the
plain meaning of the word “prevail,” even though the Court did not enter a judgment in their
favor with respect to the claim.

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Furthermore, the Court rejects Mazzetta’ argument that defendants must show that they
are “prevailing parties” within the meaning of the federal and state fee shifting statutes to
“prevail” on a claim under the IFWA. To begin, the phrase “prevail[] on a claim” is not
synonymous with being a “prevailing party” under the fee shifting statutes. Federal and Illinois
state courts routinely hold that a party may win a claim (and thus “prevail”) without being
deemed the “prevailing party” in a lawsuit. See, e.g., Powers v. Rockford Stop–N–Go, Inc., 761
N.E.2d 237, 240 (Ill.App. 2001) (“when the dispute involves multiple claims and both parties
have won and lost on different claims, it may be inappropriate to find that either party is the
prevailing party and an award of attorney fees to either is inappropriate”) (emphasis added); Tax
Track Sys. Corp. v. New Inv. World, Inc., 478 F.3d 783, 789 (7th Cir. 2007) (“A party may win
some [claims] and lose some, but it may win more than it loses. A ‘prevailing party’ need not
win on all claims”) (citing Powers, 761 N.E.2d at 240); Slane v. Mariah Boats, Inc., 164 F.3d
1065, 1068 (7th Cir. 1999) (finding a plaintiff who received $225,000 award from a jury on two
of four claims was the prevailing party, even though the defendant won on the plaintiff’s two
other claims); Richardson v. Penfold, 900 F.2d 116, 118 (7th Cir. 1990) (to be a prevailing party,
the party must prevail on the merits of “at least some of his claims.”) (cleaned up).
If the Illinois legislature intended to convey the meaning Mazzetta suggests, it would
have used the term “prevailing party” in the IFWA, as it has in other state statutes. See e.g., 750
ILCS 5/508(b) (Illinois Marriage and Dissolution of Marriage Act, providing “[i]n every
proceeding for the enforcement of an order or judgment when the court finds that the failure to
comply with the order or judgment was without compelling cause or justification, the court shall
order the party against whom the proceeding is brought to pay promptly the costs and reasonable
attorney’s fees of the prevailing party.”); 765 ILCS 77/55 (Residential Real Property Disclosure

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Act providing “the court may award reasonable attorney’s fees incurred by the prevailing
party.”).
For these reasons, the Court will apply the IFWA, as written, and finds that defendants
are entitled to recover their costs and reasonable attorney’s fees regarding Mazzetta’s nonsolicitation claim because they have “prevailed” on that claim. The parties are thus directed to
meet and confer regarding the estimated amount of fees and costs incurred by defendants in
connection with their motion to dismiss that portion of Mazzetta’s breach of contract claim
related to the non-solicitation provision of the Agreement. The parties are strongly encouraged
to resolve among themselves the issue of the total amount of attorney’s fees and costs due. If the
parties are unable to do so, they shall follow the procedures prescribed in Local Rule 54.3 and
file a joint status report regarding this matter on or before April 7, 2025.
CONCLUSION
For the reasons set forth above, Defendants Matthew Simpson and Monarch Trading,
LLC’s Rule 12(b) Motion to Dismiss Counts III, IV, and V of Plaintiff’s First Amended
Complaint and Leave to Submit a Fee Petition, (Dckt. #53), is granted in part and denied in part.

DATE: March 11, 2025

________________________
Jeffrey I. Cummings
United States District Court Judge

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