UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

DAWON A. WORDLAW,

Plaintiff,

v.

ENTERPRISE LEASING COMPANY OF 

CHICAGO, LLC and ENTERPRISE 

HOLDINGS, INC.,

Defendants.

No. 20 CV 3200

Judge Manish S. Shah

ORDER

Defendants’ motion to reconsider [33] and motion to certify questions for

appeal and stay proceedings pending appeal [35] are denied. 

STATEMENT

Plaintiff Dawon Wordlaw alleged that Enterprise Leasing Company of 

Chicago, LLC and its parent company, Enterprise Holdings, Inc., collected, retained, 

and disseminated her fingerprints without complying with the Illinois Biometric 

Information Privacy Act, 740 ILCS 14/1 et seq. The defendants moved to dismiss

under Federal Rule of Civil Procedure 12(b)(6); I denied the motion because I 

concluded that Wordlaw stated a BIPA claim against both defendants. [30]. 1

Defendants now move to reconsider under Federal Rule of Civil Procedure 54(b), or 

alternatively, to certify certain questions for interlocutory appeal under 28 U.S.C. 

§ 1292(b). [33], [35].

Defendants’ Motion to Reconsider

An interlocutory order denying a motion to dismiss “may be revised at any time 

before the entry of a judgment adjudicating all the claims and all the parties’ rights 

and liabilities.” Fed. R. Civ. P. 54(b); see also Galvan v. Norberg, 678 F.3d 581, 587 

(7th Cir. 2012) (Rule 54 governs non-final orders). Motions to reconsider under 

Rule 54(b) are assessed under the “same standard applicable to motions under 

 1 Bracketed numbers refer to entries on the district court docket. Referenced page numbers 

are taken from the CM/ECF header placed at the top of filings. For a more detailed summary 

of the facts, see the December 21, 2020 Memorandum Opinion and Order, [30] at 2–4.
2

Rule 59(e).” Lockhart v. HSBC Finance Corp., No. 13 C 9323, 2020 WL 6134984, at 

*7 (N.D. Ill. Oct. 19, 2020). Motions to reconsider serve a “limited function” to correct 

“manifest errors of law or fact” or to “present newly discovered evidence.” Hicks v. 

Midwest Transit, Inc., 531 F.3d 467, 474 (7th Cir. 2008) (quoting Rothwell Cotton Co. 

v. Rosenthal & Co., 827 F.2d 246, 251 (7th Cir. 1987)). A manifest error is not 

demonstrated by the “disappointment of the losing party,” but rather the “wholesale 

disregard, misapplication, or failure to recognize controlling precedent.” Anderson v. 

Catholic Bishop of Chicago, 759 F.3d 645, 653 (7th Cir. 2014) (quoting Oto v. 

Metropolitan Life Ins. Co., 224 F.3d 601, 606 (7th Cir. 2000)). A motion to reconsider 

is “not to be used to ‘rehash’ previously rejected arguments.” Vesely v. Armslist LLC, 

762 F.3d 661, 666 (7th Cir. 2014) (quoting Oto, 224 F.3d at 606). Accordingly, issues 

appropriate for reconsideration “rarely arise and the motion to reconsider should be 

equally rare.” Bank of Waunakee v. Rochester Cheese Sales, Inc., 906 F.2d 1185, 1191 

(7th Cir. 1990) (citation omitted).

This is not one of those rare occasions. Defendants have not identified any facts 

or controlling precedent that I ignored or misapplied. They claim that I improperly 

credited legal conclusions as facts; got the law wrong on group pleading, BIPA 

liability, and alternative theories of liability; and contradicted myself. Defendants’ 

arguments and their quibbles with the order do not reveal any manifest errors of law 

or fact that would justify reconsideration.

Defendants say that I improperly credited plaintiff’s allegations that 

Enterprise Holdings controlled her work environment. [34] at 6. These allegations, 

defendants say, “are neither specific, nor factual, but rather legal conclusions based 

solely on allegations regarding Enterprise Holdings’ Code of Conduct ... which 

represented the entire factual basis” for plaintiff’s claim against Enterprise Holdings. 

Id. (emphasis omitted). Defendants assert that I relied “solely” on two legal 

conclusions from the complaint to sustain plaintiff’s claim against Enterprise 

Holdings. Id. at 12–13. Plaintiff failed, they say, to offer any “specific, factual 

allegations that Enterprise Holdings had any ‘control’ over her ‘work environment,’

from which the Court could plausibly conclude that Enterprise Holdings actively

collected or captured her information.” Id. at 13–14. Defendants also argue that my 

acceptance of plaintiff’s allegations of control is in tension with my rejection of the 

Code. Id. at 14–15 (“A plain reading of the Complaint makes clear that Plaintiff’s 

‘personal experience[s]’ are mere legal conclusions based upon the Code.”).

The complaint separates plaintiff’s conclusions based on the Code from

allegations of “facts specific to plaintiff.” [21] at 9–10, ¶¶ 25–32. In the “facts specific 

to plaintiff” section of the complaint, plaintiff makes no reference to the Code, and I 

infer that this section describes plaintiff’s personal experience. Here plaintiff alleges

a straightforward claim: she was employed by defendants at the Cook County 

Enterprise facility when, from 2016 to 2019, defendants daily scanned her 

fingerprints without her consent and in violation of BIPA. Id. This is an “entirely 
3

plausible scenario, whether or not it describes what ‘really’ went on in this plaintiff’s 

case.” Swanson v. Citibank, N.A., 614 F.3d 400, 404–05 (7th Cir. 2010). And contrary 

to defendants’ motion, at this stage, “specific facts are not necessary;” the complaint

need only “give the defendant fair notice of what the ... claim is and the grounds upon 

which it rests.” Olson v. Champaign Cty., Ill., 784 F.3d 1093, 1098–99 (7th Cir. 2015)

(quoting Erickson v. Pardus, 551 U.S. 89, 93 (2007)). Plaintiff has done so.

Plaintiff’s allegation that Enterprise Holdings controlled critical aspects of her 

work environment is not a legal conclusion either. A legal conclusion is a “formulaic 

recitation of the cause of action and nothing more.” Brooks v. Ross, 578 F.3d 574, 582 

(7th Cir. 2009). As such, a word or phrase may be a legal conclusion in one context 

but not another. All of the cases on which defendants rely, for example, involve the 

Fair Labor Standards Act, 29 U.S.C. § 201 et seq. [34] at 13. And true enough, a bare 

allegation of “control” may constitute an impermissible legal conclusion under FLSA.

Not so in the BIPA context, however. Plaintiff’s allegation of Enterprise Holdings’s 

control over employee timekeeping and privacy instead describes a relevant factual 

aspect of her personal experience working for defendants. This factual allegation 

raises the reasonable inference that Enterprise Holdings administered the alleged 

fingerprint-scanning system, and in turn, plausibly suggests that Enterprise 

Holdings collected, retained, and disseminated her fingerprints. 

Defendants also attempt to rehash their previous argument that the complaint 

engages in improper group pleading. Because I noted that the complaint does not 

distinguish between the two defendants in its central allegations, defendants argue 

that Bank of America, N.A. v. Knight, 725 F.3d 815 (7th Cir. 2013), requires dismissal.

[34] at 10. Defendants say that the circumstances here are “almost identical” to 

Knight. Id. But that’s not right. The plaintiff there brought several claims against

multiple managers and directors of a company based on an allegation that they

“looted the corporation ... without any details about who did what.” Knight, 725 F.3d 

at 818. The court held that the complaint failed to put each defendant on notice of his 

or her wrongdoing, and noted that a “complaint based on a theory of collective 

responsibility must be dismissed.” Id. “The details of the alleged looting were involved 

and complex ... which made the plaintiff’s failure to give any indication of which 

defendants engaged in which acts problematic.” Guaranteed Rate, Inc. v. Conn, 264 

F.Supp.3d 909, 931 (N.D. Ill. 2017).

The lack of any factual detail and the complexity of the claims in Knight are a 

far cry from plaintiff’s straightforward BIPA claim against the two defendants here. 

See Swanson, 614 F.3d at 405 (noting that “more complex case[s] ... require more 

detail, both to give the opposing party notice of what the case is all about and to show 

how ... the dots should be connected”). And although plaintiff does not distinguish 

between defendants in her principle allegations, she does not advance a theory of 

collective responsibility. The complaint instead pleads the responsibility of each 

defendant by directing its allegations against both. See Brooks, 578 F.3d at 582.
4

Defendants next argue that I misapplied the law on BIPA. They argue that 

Enterprise Holdings’s involvement in, or control over, the Cook County timekeeping 

system is irrelevant to its liability under BIPA. [34] at 11–12. Instead of control, they 

say, “BIPA’s regulations apply only to entities that actively collect, capture, purchase, 

receive through trade, or otherwise obtain biometric data or possess biometric data.” 

Id. at 11–12 (citing Heard v. Becton, Dickinson & Co., 440 F.Supp.3d 960, 965–66 

(N.D. Ill. 2020); Namuwonge v. Kronos, Inc., 418 F.Supp.3d 279, 286 (N.D. Ill. 2019)).2

But Heard and Namuwonge are not contrary. In both cases, plaintiffs sued

third-party companies who supplied fingerprint-timekeeping devices to their

respective employers. Heard, 440 F.Supp.3d at 962–64; Namuwonge, 418 F.Supp.3d

at 281–82. Heard, for example, held that for Section 15(b)’s requirements to apply,

plaintiff needed to show that the device supplier took “an active step to ‘collect, 

capture, purchase, receive through trade, or otherwise obtain’ biometric data.” Heard, 

440 F.Supp.3d at 966. In each case, the court dismissed the Section 15(b) claim 

against the supplier because allegations that an employer impermissibly collected 

fingerprints did “not enable the court to ‘assess [the supplier’s] actual involvement’ 

in the alleged collection of biometric data.” Id at 967.

These cases do not undermine plaintiff’s claims here. Plaintiff alleges that

Enterprise Holdings’s itself violated BIPA via its control over the fingerprinttimekeeping system. The allegations of control are important because they raise 

reasonable inferences about who, exactly, collected, retained, and disseminated 

fingerprint data. If Enterprise Holdings controlled employee timekeeping and privacy

matters, as plaintiff alleges, then it is reasonable to infer that Enterprise Holdings 

also controlled the fingerprint-scanning system. And if it administered the system, 

then it was affirmatively (or “actively”) collecting plaintiff’s fingerprints daily from 

2016 to 2019 without her consent.

The defendants then argue that I misapplied the law and did not apply the 

factors necessary to sustain a claim under plaintiff’s alternative theories of liability.

But the first sentence of that section made clear that the alternative theories played 

no role in the result of the order. [30] at 13. Defendants seem to grasp this, repeatedly 

referring to this part of the order as “unnecessary” and “dicta.” [34] at 6–7, 9. At the 

same time, defendants claim that I “held” that the complaint “sufficiently alleged a 

direct-participation theory” and that I “should have foreclosed the possibility of jointemployer liability.” [34] at 17, 20.

 2 The proposition for which defendants cite these cases—that to be liable under BIPA, a 

private entity must “actively” collect, capture, purchase, receive through trade, or otherwise 

obtain biometric data—is limited to BIPA Section 15(b). That’s because while Sections 15(a), 

(c), (d), and (e) of BIPA all apply to entities “in possession of” biometric data, Section 15(b) 

does not. See Heard, 440 F.Supp.3d at 966; Namuwonge, 418 F.Supp.3d at 285–86.
5

The order did not hold that plaintiff had adequately alleged any alternative 

theories of liability; I simply rejected defendants’ arguments seeking to close the door 

on such theories. I touched on these arguments largely because defendants raised 

them in their memorandum; plaintiff responded to these arguments in her brief; and 

defendants again raised arguments based on these theories in reply. See [26] at 10–

11 (“[T]o the extent that the allegations in Plaintiff’s Amended Complaint imply that 

Enterprise Holdings ‘employed’ Plaintiff and signal that she intends to pursue an 

alternative theory of liability, such as a single-employer, joint-employer, agency, or 

vicarious liability theory (none which have any basis in the plain language of BIPA), 

courts (including the United States Court of Appeals for the Seventh and Third 

Circuits) have definitively rejected such a theory—including holding that Enterprise 

Holdings is not a joint-employer as a corporate parent.”); [28] at 8–12; [29] at 9–12.

The order rejected defendants’ arguments that BIPA’s plain text and a 

distinguishable out-of-circuit case somehow foreclosed traditional theories of agency 

or vicarious liability under BIPA. It did not, however, resolve the ultimate issue 

whether these theories are available, as a general matter or specifically in this case. 

Defendants will have ample opportunity to show why these theories should not apply 

to the facts of the case at summary judgment or trial. But for now, if anything, it is 

the defendants who are asking the court to go out of its way to foreclose theories of 

liability that go beyond the sufficiency of the complaint.

Defendants’ fear that my refusal to close the door on alternative theories of 

liability “may have wide-ranging ramifications for Illinois companies” is overwrought.

[34] at 7. If Enterprise Holdings really had nothing to do with the fingerprinttimekeeping system, then discovery ought to be minimal and the failure of plaintiff’s 

proof will be swift. Given how confident defendants are in their factual innocence, I 

fail to see how my decision not to resolve the alternative-theories issues at this stage 

does them (or anyone else) any harm. 

Finally, defendants claim that the order’s “central holdings also undermine one 

another.” [34] at 6. They don’t. Momentarily setting aside the fact that the 

alternative-theories section contained no “holding,” there’s no inconsistency in the 

two statements defendants identify. First, I observed that Wordlaw’s lawyers 

“certified that their factual contentions have or are likely to have evidentiary support” 

under Rule 11 and that “I expect that they’ve leveled such accusations in good faith.” 

[30] at 8. Second, I noted that “plaintiff acknowledged that discovery may later reveal

that Enterprise Holdings did not directly collect, retain, and disclose biometric data.”

Id. at 13. Plaintiff may both (1) have a good-faith basis to believe that their factual 

contentions are likely to have evidentiary support, and (2) turn out to be wrong. The 

latter would not automatically reveal bad faith or a violation of Rule 11. 

The motion to reconsider is denied.
6

Defendants’ Motion to Certify Questions for Appeal

A district court may certify for interlocutory appeal an order that, in its 

opinion, “involves a controlling question of law as to which there is substantial ground 

for difference of opinion and that an immediate appeal from the order may materially 

advance the ultimate termination of the litigation.” 28 U.S.C. § 1292(b). In other 

words, “there must be a question of law, it must be controlling, it must be contestable, 

and its resolution must promise to speed up the litigation.” Ahrenholz v. Board of 

Trustees of Univ. of Illinois, 219 F.3d 674, 675 (7th Cir. 2000). 

The first, second, and fourth questions defendants seek to certify concern

alternative theories of liability that the order did not resolve. These are not 

controlling questions of law that would materially advance the ultimate termination 

of the litigation. The remaining question that defendants seek to certify is: “Whether 

general allegations related to a holding company’s purported ‘control’ over subsidiary 

employees’ ‘work environment,’ including ‘employee timekeeping, employee privacy, 

employee discipline, and the scope of acceptable employee behavior’ are sufficient to 

plausibly state a claim that a private [entity] directly violated BIPA.” [35] at 7. This 

question addresses the sufficiency of the complaint’s factual allegations under

Federal Rule of Civil Procedure 8. This is a routine legal question—not the kind that 

merits interlocutory appeal. See Ahrenholz, 219 F.3d at 676 (“Section 1292(b) was not 

intended to make denials of” interlocutory orders “routinely appealable.”); id. at 677 

(7th Cir. 2000) (“[A] ‘question of law’ means an abstract legal issue rather than an 

issue of whether summary judgment should be granted.”). Another problem is that 

dismissal of the claims against Enterprise Holdings would not materially advance 

the ultimate termination of the litigation. Enterprise Leasing Company remains in 

the case either way, and as a result, interlocutory appeal and a stay may actually 

prolong the litigation.

The motion to certify questions for interlocutory appeal is also denied.

ENTER:

Date: January 28, 2021 

Manish S. Shah

U.S. District Judge