IN THE UNITED STATES DISTRICT COURT 

FOR THE NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

RYAN L. APRILL, an individual, and 

THOMAS S. APRILL, an individual, 

Plaintiffs, 

vs. 

ANTHONY AQUILA, AQUILA FAMILY 

VENTURES, LLC, AFV FOUNDERS SELECT 

CAPITAL PARTNERS LLC a/k/a AFV 

PARTNERS LLC, AFV MANAGEMENT 

ADVISORS LLC, AND AFV FSCP COINVESTMENT I LLC a/k/a AFV PARTNERS 

CO-INVESTMENT I LLC, 

Defendants. 

Case No. 20 CV 04657 

Hon. Martha M. Pacold 

DEFENDANTS’ MOTION TO DISMISS PLAINTIFFS’ COMPLAINT PURSUANT TO 

FEDERAL RULES OF CIVIL PROCEDURE 12(B)(3), 12(B)(6), 9(B) AND MOTION TO 

STRIKE PURSUANT TO 12(F) 

 

Anthony Aquila, Aquila Family Ventures, LLC, AFV Partners LLC, AFV Management 

Advisors LLC and AFV Partners Co-Investment I LLC (collectively, “Defendants”) hereby move 

to dismiss this action with prejudice, pursuant to Federal Rules of Civil Procedure 12(b)(3), 

12(b)(6), and 9(b). If any claims should survive, Defendants also move to strike irrelevant and 

scandalous material pursuant to Rule 12(f). Defendants’ arguments in support of this Motion are 

set forth in detail in Defendants’ Memorandum of Law in Support of Their Motion to Dismiss 

Plaintiffs’ Complaint, which is filed contemporaneously with this Motion and is fully incorporated 

herein.1

 In support of this Motion, Defendants briefly state as follows: 

 

1

 Pursuant to Judge Pacold’s current motion procedures, the parties will confer and submit a joint proposed 

briefing schedule on the instant motion to Judge Pacold’s proposed order email. 

Case: 1:20-cv-04657 Document #: 24 Filed: 10/13/20 Page 1 of 5 PageID #:147
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1. Anthony Aquila is a successful entrepreneur who founded a technology-focused 

investment fund, Defendant AFV Partners LLC, in 2019. Ryan and Tom Aprill (a son and father 

duo) worked at AFV Partners for less than ten months and six months respectively. 

2. Plaintiffs allege that upon their termination, Ryan and Tom received final after-tax 

compensation in excess of any amount allegedly owed under the terms of any alleged written or 

oral agreement. Yet Plaintiffs brought this suit, claiming they are entitled to higher salaries, annual 

bonuses, and the right to receive carried interest—a portion of AFV Partners’ equity stake in the 

companies in which it invests. 

3. Plaintiffs assert 14 counts against Defendants, all based on the same alleged 

conduct and seeking the same damages. Plaintiffs have five primary claims and nine claims 

pleaded in the alternative. All of those claims suffer from a number of fatal flaws. 

4. As an initial matter, all of Ryan’s claims should be dismissed pursuant to Federal 

Rule of Civil Procedure 12(b)(3) because the contract Ryan claims governs his employment 

includes an arbitration provision. Therefore, Ryan agreed to arbitrate all claims in Dallas, Texas. 

5. All of Plaintiffs’ primary claims should be dismissed pursuant to 12(b)(6) for 

failure to state a claim. Neither Plaintiff has alleged a breach of employment contract. Ryan’s 

employment contract specifies that any bonus is both annual and discretionary. There is no 

contractual promise to provide carried interest; carried interest is noted in the agreement only as a 

future possibility and contingent on company discretion and vesting provisions. Tom’s allegations 

of an oral agreement fall short of pleading the material terms and conditions required to be 

enforceable. None of the Defendants are Illinois employers, and therefore they cannot be sued 

under the Illinois Wage Payment and Collection Act; nor do they allege unpaid, earned 

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compensation under the statute. Finally, Ryan’s claim for breach of fiduciary duty fails as a matter 

of law because employers do not owe employees a fiduciary duty. 

6. Plaintiffs’ alternative claims similarly fail. Their promissory and equitable estoppel 

claims fail for numerous reasons, including that as at-will employees any reliance was not 

reasonable as a matter of law. Unjust enrichment claims cannot be sustained as an independent 

cause of action. Plaintiffs’ claims for fraudulent inducement should be dismissed because they 

failed to plead with the requisite specificity required by Rule 9(b). 

7. Last, if this Court permits any of Plaintiffs’ claims to proceed, irrelevant, 

immaterial and scandalous content should be stricken from the Complaint pursuant to Rule 12(f). 

Plaintiffs’ Complaint includes numerous irrelevant allegations that appear to be designed to 

embarrass Defendants. Those improper allegations should be stricken. 

WHEREFORE, for the reasons described briefly here and detailed in the Memorandum in 

Support of this Motion, filed contemporaneously herewith, Defendants respectfully request that 

this Court grant their Motion and dismiss all claims against Defendants. And because Plaintiffs’ 

own allegations and incorporated documents establish that they cannot state a claim, dismissal 

should be with prejudice. 

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Dated: October 13, 2020 Respectfully submitted, 

/s/ Brian D. Sieve 

 Brian D. Sieve, P.C. (Illinois Bar No. 6199741) 

Kate Guilfoyle (Illinois Bar No. 6309150) 

(admitted pro hac vice) 

Lisa Santaniello (Illinois Bar No. 6333299) 

(admitted pro hac vice) 

brian.sieve@kirkland.com 

kate.guilfoyle@kirkland.com 

lisa.santaniello@kirland.com 

KIRKLAND & ELLIS LLP 

300 North LaSalle 

Chicago, IL 60654 

Telephone: +1 312 862 2000 

Facsimile: +1 312 862 2200 

Attorneys for Defendants 

 

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CERTIFICATE OF SERVICE 

 I hereby certify that on October 13, 2020, a true and correct copy of the foregoing 

document, DEFENDANTS’ MOTION TO DISMISS PLAINTIFFS’ COMPLAINT 

PURSUANT TO FEDERAL RULES OF CIVIL PROCEDURE 12(b)(3), 12(b)(6) AND 9(b) 

AND MOTION TO STRIKE PURSUANT TO 12(f), was electronically filed and served upon 

counsel of record via the Court’s CM/ECF System. 

/s/ Brian D. Sieve 

 Brian D. Sieve 

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