Miller v. Harris

Two founders and shareholders of closely held corporation filed action against other shareholders and corporation's tax accountant, and alleged that accountant breached fiduciary duty. Complaint sufficiently pleads breach of fiduciary duty. Court cannot consider substantive arguments directed to merits of complaint, or matters outside four corners of complaint, in Section 2-615 motion to dismiss. Argument based on principle of unclean hands is an affirmative defense resting on disputed facts, and is not appropriate to resolve within 2-615 motion to dismiss. (McLAREN and ZENOFF, concurring.)