Boswell v. City of Chicago

2016 IL App (1st) 150871, 69 N.E.3d 379

• Court: Appellate Court of Illinois
• Decided: December 20, 2016
• Docket: 1-15-0871
• Status: Unpublished

Opinion

2016 IL App (1st) 150871

No. 1-15-0871

Opinion filed December 20, 2016

Second Division

IN THE

APPELLATE COURT OF ILLINOIS

FIRST DISTRICT

) Appeal from the Circuit Court ) ANTHONY O. BOSWELL, of Cook County. ) ) Plaintiff-Appellant, ) No. 14 L 4809 ) v. ) ) THE CITY OF CHICAGO, The Honorable ) Brigid Mary McGrath, ) Defendant-Appellee. Judge, presiding. ) )

PRESIDING JUSTICE HYMAN delivered the judgment of the court, with opinion.

Justice Neville concurred in the judgment and opinion.

Justice Simon dissented, with opinion.

OPINION

¶1 Plaintiff Anthony Boswell, the former executive director of the City of Chicago’s (City)

office of compliance, resigned from his position in 2010. Later, he sued the City for breach of

contract and promissory estoppel, which claims the trial court dismissed. We reverse. Because

the City formed a contract with Boswell through the municipal ordinance creating the executive

director position, the trial court erred in dismissing the complaint. Further, Boswell may proceed

with his promissory estoppel claim (pled in the alternative to his breach of contract claim). 1-15-0871

¶2 The City would prefer to consider Boswell’s lawsuit in isolation, without reference to the

Shakman litigation challenging the City’s past employment practices. But that is not possible.

The context of the municipal ordinance at issue and the hiring of Boswell relate directly to that

epic litigation, with this case serving as yet another sordid episode in a long, tangled, and

distinctly Chicago saga.

¶3 BACKGROUND

¶4 Several decades ago, the City of Chicago was sued in an attempt to eradicate its

entrenched reliance on patronage and nepotism in hiring. Ongoing since the 1970s, this series of

lawsuits is known as the Shakman litigation. See generally Tomczak v. City of Chicago, 765 F.2d

633, 635-36 (1985) (describing history of Shakman litigation). A consent decree finally resolved

the litigation, with the City agreeing to eliminate political considerations from employment

decisions. The federal court appointed a “hiring monitor” to ensure compliance and report any

non-compliance. In a move to obviate the need for the hiring monitor, the City eventually

submitted a hiring plan covering many aspects of City employment, including the establishment

of an independent “Office of Compliance” to oversee hiring.

¶5 In late 2007, the City named plaintiff Anthony Boswell as executive director of the office

of compliance. In January 2008, the federal district court adopted the City’s hiring plan, which

involved Boswell’s selection to head the office of compliance. The federal court observed that

Boswell had no connection to the City or its politics, had been appointed for a fixed term of

office, and could not be removed except for cause.

¶6 Boswell served in that job until his resignation on March 29, 2010. On May 1, 2014,

Boswell filed his complaint against the City, which he later amended to allege two causes of

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action—breach of contract and promissory estoppel. (A claim of fraud was voluntarily

dismissed.)

¶7 Boswell’s Factual Allegations

¶8 Boswell’s second amended complaint alleged that, though the City had promised during

the interview stage to refrain from any interference with his work, it actually placed a number of

obstacles in his way and retaliated against him for performing his job well, leading to his

resignation from the position two years later.

¶9 Boswell alleges that the City recruited Boswell in 2007 because of his background in

legal compliance. During the initial telephone interviews, City officials told Boswell that the

City was committed to “doing things the right way” and establishing an independent office.

During in-person interviews, those officials promised Boswell that the office would be kept

“independent from political pressures” and fully supported by then-Mayor Richard M. Daley.

When Boswell met with Daley, the mayor expressed vehement dissatisfaction with the amount of

money the City was paying the federal hiring monitor. The mayor’s press secretary told Boswell

that it was for this reason the office of compliance was created—to take on the role of the federal

hiring monitor.

¶ 10 Boswell started working as director in January 2008. Though he undertook to attentively

carry out his job duties, the City directed “resistance and hostility” toward his work, subjecting

him to “a campaign of petty and overt harassment.” As an example, just three months into the

position, Boswell’s office filed a complaint against the City’s law department regarding its hiring

practices, specifically, that the corporation counsel attempted to manipulate hiring and promote

an unqualified employee. The City ignored the complaint, and in July 2008, Boswell’s office

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filed another complaint. The mayor’s office then reprimanded Boswell for filing it because,

Boswell alleged, the City “never intended to end nepotism and favoritism in hiring.”

¶ 11 In retaliation, according to Boswell, the City’s office of inspector general issued a report

in January 2010 questioning Boswell’s handling of a sexual harassment complaint, despite

concluding the complaint in question was unsubstantiated. Though Daley had told Boswell that

he had little confidence in the inspector general’s work, the mayor accepted the Inspector

General’s report and suspended Boswell for 30 days without pay.

¶ 12 During Boswell’s suspension, the City made several changes to the office of compliance,

transferring half of the staff and duties to other City departments. After Boswell returned from

the suspension, he learned that the City had fired his first deputy director. The City also

“continued to bully and undermine” Boswell, including “trump[ing] up false accusations” against

him. On March 29, 2010, a little over two years after his hiring, Boswell resigned, alleging that

he was “constructively terminated” because he “had no choice but to resign from his position.”

He further alleged that after the termination, the City fed false allegations to the press about him

that harmed his ability to find another job and tried to prevent him from gaining unemployment

benefits.

¶ 13 The City filed a combined motion to dismiss the complaint under sections 2-615 and 2­

619 of the Code of Civil Procedure. 735 ILCS 5/2-619.1 (West 2014). On March 3, 2015, the

trial court granted the motion to dismiss both counts.

¶ 14 STANDARD OF REVIEW AND LEGAL STANDARD

¶ 15 We review de novo the City’s combined sections 2-615 and 2-619 motion to dismiss.

Evanston Insurance Co. v. Riseborough, 2014 IL 114271. A section 2-615 motion challenges the

legal sufficiency of a complaint; we take all well-pled facts as true, draw all reasonable

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inferences in the plaintiff’s favor, and determine whether the allegations, construed in the light

most favorable to the plaintiff, are enough to establish a cause of action. McCleary v. Wells

Fargo Securities, L.L.C., 2015 IL App (1st) 141287, ¶ 15. A section 2-619 motion admits the

legal sufficiency of the complaint but argues that some defense or affirmative matter defeats the

claim. Ball v. County of Cook, 385 Ill. App. 3d 103, 107 (2008).

¶ 16 ANALYSIS

¶ 17 Breach of Contract Claim

¶ 18 All employment relationships are governed by the law of contracts. McInerney v. Charter

Golf, Inc., 176 Ill. 2d 482, 487 (1997). To state a breach of contract claim, Boswell must plead

(i) the existence of a valid contract; (ii) he performed the contract; (iii) the City breached the

contract; and (iv) damages as a result. McCleary, 2015 IL App (1st) 141287, ¶ 19. The claim

here turns on the first element: whether a valid contract existed between Boswell and the City,

through the municipal ordinance creating the executive director position.

¶ 19 As the City and the dissent point out, Boswell must overcome the presumption that an

ordinance is not intended to create private contractual rights but “merely declares a policy to be

pursued until the legislature shall ordain otherwise.” (Internal citations and quotations omitted.)

Fumarolo v. Chicago Board of Education, 142 Ill. 2d 54, 104 (1990). We believe Boswell has

met this burden.

¶ 20 Contrary to the dissent’s formulistic approach, even if the ordinance does not contain

explicit contract language, Boswell can still show that it constitutes a contract by way of the

presence of traditional requirements for contract—a promise discernible enough that an

employee would reasonably believe an offer to have been made and the employee’s acceptance

through commencing or continuing work after learning of the ordinance. See Duldulao v. Saint

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Mary of Nazareth Hospital Center, 115 Ill. 2d 482, 490 (1987) (finding if contract elements met,

employee handbook “or other policy statement” creates enforceable contractual rights). In

Duldulao, our supreme court held that an employee handbook stating that an employee could not

be fired without written notice and an investigation, coupled with the employee’s acceptance,

constitutes a contract. 115 Ill. 2d at 490-91.

¶ 21 An ordinance’s language largely controls the question. Chicago Limousine Service, Inc.

v. City of Chicago, 335 Ill. App. 3d 489, 495 (2002). Chicago Municipal Code § 2-26-030 (added

Sept. 5, 2007) created the position of executive director of compliance. (These provisions were

repealed in 2011.) The director, appointed by the mayor and approved by the city council, “shall

be appointed for a term of four years, or until his or her successor is appointed and approved.”

Id. Various sections lay out the director’s powers and duties. Chicago Municipal Code §§ 2-26­

040, 050 (added Sept. 5, 2007). The Chicago Municipal Code allows removal of the executive

director before completion of a term only for cause. The mayor must give written notice of intent

to remove the executive director to the city council and to the executive director, after which he

or she may request a hearing before the city council on the cause for removal. At the hearing, the

executive director may appear, be represented by counsel, and be heard. Removal of the

executive director requires the affirmative vote of a majority of the members of the city council.

Chicago Municipal Code § 2-26-100 (added Sept. 5, 2007).

¶ 22 Boswell argues that this ordinance created a contract, either through its express terms

(fixing a term of four years and removal procedures) or as a policy statement containing the

traditional contract requirements, similar to Duldulao.

¶ 23 But the City likens this case to Unterschuetz v. City of Chicago, 346 Ill. App. 3d 65

(2004), where a city employee argued that the city ordinance regarding the powers of the

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personnel department constituted a contract with him. This ourt rejected Unterschuetz’s claim,

finding that those provisions “seem only to express some of the purposes and goals that pertain

to the department of personnel” and “announce various policies” regarding merit employment,

without granting specific rights to a city employee. Unterschuetz, 346 Ill. App. 3d at 72-73.

Similarly, in Dopkeen v. Whitaker, 399 Ill. App. 3d 682 (2010), a former State employee argued

that the statute creating his office (assistant director of a state department) and term of office also

created a contract. The court rejected the claim, holding that the statute “does not describe any

specific employee rights or a list of disciplinary procedures to be followed contingent upon an

employee’s acceptance of employment or continuing to work.” Dopkeen, 399 Ill. App. 3d at 688.

¶ 24 While the ordinance here specifies a term of office as in Dopkeen, it also includes explicit

rights in the termination procedures, similar to those in Duldulao: (i) the right to be removed

only for cause; (ii) the right to written notice from the mayor; (iii) the right to a timely hearing

before the city council; (iv) the right to be present, heard, and represented by counsel at that

hearing; and (v) the right to a vote from the city council before being removed. Thus, the

municipal ordinance describes “specific employee rights or a list of disciplinary procedures to be

followed” that were absent in Dopkeen. Id. And in Unterschuetz, the ordinances were even less

specific. 346 Ill. App. 3d at 72-73. Though Boswell did not have the opportunity to assert any of

these rights during his employment, their existence within the municipal ordinance manifests an

intent to create a contract with the executive director and reflects an intent by the city council

(which drafted the ordinance) to set the executive director apart from every other City employee.

¶ 25 Indeed, Boswell has a far stronger argument that the City intended to create a contract

than the plaintiff in Unterschuetz. The municipal ordinance does not cover an entire class of

employees (such as merit employees) but applies to a single, specific employee, the executive

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director of the office of compliance. Boswell also relies on the oral promises made to him during

the hiring process regarding the independence of his office. These promises were not, as the City

argues, “informal expressions of goodwill and hope” typical of the interview process. These

statements related to the nature and characteristics of the job itself.

¶ 26 An employee handbook, as the City and the dissent point out, is not the same as an

ordinance because when dealing with an ordinance there is a presumption against contract that

must be overcome. Here, the context of the ordinance helps us determine whether the city

council intended to create a contract through the ordinance.

¶ 27 At this stage in the litigation, we take Boswell’s factual assertions as true, and we are also

informed by the ordinance’s history and purpose. The City and the dissent split hairs by stating

that Boswell has somehow “waived” reference to the Shakman litigation by not mentioning it

with enough specificity in his complaint. Boswell certainly referred to the Shakman litigation in

relation to the reasons for and duties of the position and included factual assertions that his hiring

was motivated by the mayor’s dissatisfaction at the cost of the federal hiring monitor (who had

been put in place during Shakman). In any event, we will take judicial notice of the Shakman

litigation rather than pretend it is unknown to us.

¶ 28 The proceedings in Shakman, particularly in 2007, form the backdrop supporting

Boswell’s argument that the municipal ordinance formed a contract. The ordinance was written

so that the federal judge overseeing Shakman would sign off on disposing of the hiring monitor,

in favor of Boswell performing those duties as executive director of an independent compliance

office. If the executive director did not have an ironclad contract on which to rely—if he or she

were merely an at-will employee—then his or her independence, discretion, and latitude in

performing the job would be but a mirage defeating the purpose for an executive director of

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compliance who would be able to make sure that the mayor and the rest of city government

hiring and personnel practices accorded with the consent decree.

¶ 29 As this case is at the pleading stage, we make no decision on the ultimate merits of the

case. But the trial court erred in granting the motion to dismiss the contract claim. Boswell has

overcome the presumption against creation of a contract through statute and shown that the

ordinance created a contract with him.

¶ 30 Promissory Estoppel Claim

¶ 31 Boswell also argues that he has stated a claim for promissory estoppel. He must allege

that the City made him an unambiguous promise; he relied on that promise; his reliance was

expected and foreseeable; and he relied on it to his detriment. Quake Construction, Inc. v.

American Airlines, Inc., 141 Ill. 2d 281, 309-10 (1990). Estoppel against public bodies is

disfavored and allowed only in rare circumstances, when necessary to prevent fraud and

injustice. Chicago Limousine Service, 335 Ill. App. 3d at 499. This is especially true where

public revenues are involved. Rockford Life Insurance Co. v. Department of Revenue, 112 Ill. 2d

174, 185-86 (1986).

¶ 32 We find that, in this unusual case, Boswell’s claim rises to that level. He alleged that the

City promised him employment under certain conditions and he reasonably relied on that

promise to his detriment. And he did so with enough specificity to state a claim, so the trial court

erred in dismissing it. Cf. Matthews v. Chicago Transit Authority, 2016 IL 117638, ¶ 97 (plaintiff

did not state claim for promissory estoppel where he did not point to any specific written or

verbal statement in which government body promised to continue to provide health care benefits

to retirees).

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¶ 33 Taking his factual allegations as true, Boswell’s complaint details numerous specific

statements by government officials regarding his employment. The City promised that his office

would be independent from political pressures and that he could institute a full compliance plan,

including authority over hiring; that it would have the support of the mayor’s office; and that

Boswell would have full control over his own office. As a result of these representations,

Boswell left his previous job and moved his family to Chicago, only to be stonewalled in his

attempts to perform his job duties. These allegations are sufficient to state a claim.

¶ 34 Further, promissory estoppel exists to enforce promises that do not meet the

consideration requirement of a contract. Prentice v. UDC Advisory Services, Inc., 271 Ill. App.

3d 505, 512 (1995). While breach of contract and promissory estoppel claims can be pled in the

alternative, once a court finds that there was an enforceable contract (with consideration), then a

party cannot recover under promissory estoppel. Id. Boswell may proceed in the trial court on

both claims (though he cannot recover on both).

¶ 35 Reversed and remanded.

¶ 36 JUSTICE SIMON dissenting.

¶ 37 I strongly disagree that Boswell overcame the presumption that the ordinance did not

create private contractual rights. “[T]he presumption is that ‘a law is not intended to create

private contractual or vested rights but merely declares a policy to be pursued until the

legislature shall ordain otherwise.’ ” (Internal quotation marks omitted.) Fumarolo, 142 Ill. 2d at

104-05 (quoting National R.R. Passenger Corp. v. Atchison, Topeka & Santa Fe Ry. Co., 470

U.S. 451, 466 (1985)). A party who asserts that a State law creates contractual rights has the

burden of overcoming the presumption that a contract does not arise out of a legislative

enactment. Id.

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¶ 38 The majority constructs the ordinance as creating a contract and conveniently

supplements Boswell’s complaint with several inferences regarding some promises borrowed

from the context of the Shakman litigation. In doing so, the majority sidesteps compelling case

law that militates in favor of the opposite outcome.

¶ 39 It is well settled that the language of a statute indicates whether there is intent to contract.

Fumarolo, 142 Ill. 2d at 104. In looking at that language, we must discern whether there is a

clear legislative intent to contract and whether the language contains the essential requirements

for creating a contract: offer, acceptance, and consideration. See id. Our supreme court advised

the lower courts to focus on the word “contract” in legislation, since use of this term is indicative

of a legislative intent to create a contractual relationship. Id. at 105. In Unterschuetz, 346 Ill.

App. 3d at 72-73, we held that the language of the City’s ordinance that established its personnel

administration did not evidence an intent by the city council to create a contract between the City

and its employees. Rather, as here, the ordinance stated the policy that the City intended to carry

out until such time as the city council wished to change those policies. Id. at 73. We noted that

the word “contract” was not used in the ordinance and the sections cited by the plaintiff

contained “none of the essential requirements for creating a contract.” Id.

¶ 40 Recently, in Dopkeen, 399 Ill. App. 3d at 683, we rejected the plaintiff’s claim that his

removal from the position as Assistant Director of Public Health interfered with “an employment

contract between plaintiff and the State of Illinois *** pursuant to section 5-610 of the Civil

Administrative Code of Illinois.” The plaintiff in Dopkeen asserted that he had a contractual

relationship with the State where “officers are subject to appointment by the Governor and

Senate approval and serve for a definite duration.” Id. We rejected this argument and held that

“[s]tatutes governing wages, working conditions and benefits of public employees do not create

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any vested rights.” Id. Instead, we noted that the language “seems to at best convey the policies

that the State intends to carry out until such time as it wishes to alter those policies.” Id. at 687.

We concluded that if the State wanted to create a contractual right, “it could have easily done so

through the use of express contractual terms like ‘contract,’ ‘covenant,’ or ‘vested rights,’ ” and

“[i]n the absence of any such express language, it does not appear that the State intended to enter

into a contract with plaintiff.” Id.

¶ 41 Similarly here, the Ordinance is devoid of the words “contract,” “covenant,” or “vested

rights.” The ordinance also lacks any indication of a definite offer made to a specifically named

person. No one personally was asked to accept any offer or tender consideration for any act by

the City. See Unterschuetz, 346 Ill. App. 3d at 73. Boswell alleged that the City breached the

“employment contract” created by the ordinance by interfering with Boswell’s powers and duties

set forth in the ordinance and by violating the provisions setting forth the conditions for removal

from office when it suspended him. But none of the provisions of the ordinance constituted

definite promises made to Boswell personally. Instead, the ordinance was enacted by the City in

an effort to create an entirely new enforcement mechanism to ensure that City employees comply

with “federal, state and local law” that ultimately benefited the public at large and not Boswell

personally. To that effect, the ordinance established the office of compliance, the position of

executive director, the requirement that the City’s employees cooperate with the office of

compliance, the prohibition of retaliation for the cooperation with the office, the procedures for

removal of the executive director from the office, provisions regarding deputies, assistants, and

other employees, and numerous references to the interplay between the office of compliance and

other City departments. Chicago Municipal Code §§ 2-26-030, 2-26-040, 2-26-050, 2-26-070, 2­

26-080.

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¶ 42 The majority states that the proceedings in the Shakman litigation indicate the City’s

intent to bind itself to the promises made in the ordinance. It is troubling that the majority

concentrates on the Shakman litigation as the “backdrop supporting Boswell’s argument” (supra

¶ 28) when Boswell’s complaint and his arguments below completely omitted to name or to

plead it. Illinois is a fact-pleading State. This means that although pleadings are to be liberally

construed and formal or technical allegations are not necessary, a complaint must, nevertheless,

contain facts to state a cause of action. People ex rel. Fahner v. Carriage Way West, Inc., 88 Ill.

2d 300, 308 (1981). A “complaint is deficient when it fails to allege the facts necessary for the

plaintiff to recover.” Id. Boswell did not plead or name the Shakman litigation or its implication

on his contract claim anywhere in his complaint or in the arguments below. Nonetheless, the

majority conveniently uses the judicial notice doctrine to overcome and supplement Boswell’s

deficiency.

¶ 43 But even taking the Shakman context into consideration, the statements made by the City

during the proceedings in the Shakman litigation indicate that the major purpose of enacting the

ordinance was to eradicate the City’s previous hiring practices and to comply with federal and

state law, goals benefiting the public at large and not Boswell personally. See Chicago

Limousine Service, 335 Ill. App. 3d 497 (holding that an ordinance “generally directed to the

public at large” did not create contract rights). Naming Boswell as an executive director to

oversee the City’s office of compliance was just another step in following an elaborate plan

designed to monitor the City’s new hiring practices that ultimately benefited the public at large

and no one personally. See Shakman v. City of Chicago, No. 69 C 2145, 2008 WL 182239, at *1

(N.D. Ill. Jan. 18, 2008) (“On August 16, 2007, the City of Chicago filed the Plan as required by

the Agreed Settlement Order and Accord. *** The Accord placed the responsibility for

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developing a New Hiring Plan on the City, while giving Noelle Brennan, the Court appointed

Monitor, and the Plaintiffs the right to participate in the development process and to file

objections to the City’s proposal in the event they disagreed with the City’s Plan.”).

¶ 44 The majority also points to the “oral promises made to him during the hiring process

regarding the independence of his office.” The complaint makes references to Boswell’s

telephone and in-person interviews with the City’s personnel and staff. According to Boswell’s

complaint, the interviewers expressed an interest in “doing things the right way,” “creating a

culture of compliance,” and ensuring “independence from political pressure.” But these general

statements made by City’s officials during the interviewing process constitute merely “informal

expression of good will and hope that naturally occurred in an interview situations” and “are

generally not sufficiently clear and definite” to create contractual terms. See Robinson v. BDO

Seidman, LLP, 367 Ill. App. 3d 366, 368 (2006). Aside from that, these alleged promises were

consistent with what the ordinance provided and added nothing to Boswell’s contract claim

based upon the ordinance itself. See Fumarolo, 142 Ill. 2d at 103 (noting that statements in a

policy manual that did “not go beyond the language of the statute” and “only obligated [a

government entity] to follow the statute” could not form a basis for a contract claim independent

of the statute itself).

¶ 45 The majority relies on Duldulao for its argument that the ordinance included specific

rights in the termination procedures indicative of the City’s legislative intent to contract. But

Duldulao is inapplicable here since it involved an employee handbook and not an ordinance. In

Duldulao, the court focused on particular disciplinary procedures described within an employee

handbook and concluded that they constituted a specific offer for a unilateral contract—the

employer’s promise in exchange for the employee’s labor. Duldulao, 115 Ill. 2d at 490-91. The

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amendments made in writing in Duldulao provided that an employee could be terminated at will

during a 90-day “probationary period” after hiring but that, after the expiration of the

probationary period, employees became “permanent” and could only be terminated with “proper

notice and investigation.” Id. at 486. The court held that such expressions were “clear enough

that an employee would reasonably believe that an offer has been made.” Id. at 490.

¶ 46 The majority’s reliance on Duldulao is undermined by the fact that there is a presumption

against considering statutes such as the ordinance to be contractual, whereas no such

presumption exists for employee handbooks. See Unterschuetz, 346 Ill. App. 3d at 73. “[T]he

reason for this seems fairly clear: an employee handbook, by definition, governs the relationship

between employer and employee,” while “[l]aws, it is presumed, are always subject to change

unless the language of a law specifically states differently.” Id. at 73-74.

¶ 47 And although the ordinance states that the City could remove the executive director for

cause before the expiration of the full four-year term, under Fumarolo, this provision is

insufficient to convert the statute into a binding contract in the absence of specific language

indicating such intent. See Fumarolo, 142 Ill. 2d at 104-06. Indeed, “[s]tatutes governing wages,

working conditions and benefits of public employees do not create any vested rights in their

continued existence.” Gaiser v. Village of Skokie, 271 Ill. App. 3d 85, 92 (1995). This is because

the “legislature must be free to exercise its constitutional authority without concern that each

time a public policy is expressed contractual rights may thereby be created.” Fumarolo, 142 Ill.

2d at 106. Because Boswell did not meet this higher burden to show that the ordinance in this

case should not be controlled by the general rule against considering it to be contractual, I

respectfully dissent.

¶ 48 Promissory Estoppel

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¶ 49 I disagree with the majority that Boswell’s complaint stated a claim for promissory

estoppel. To sustain a claim of promissory estoppel, the plaintiff must show that (1) an

unambiguous promise was made, (2) the plaintiff relied on the promise, (3) the plaintiff’s

reliance on the promise was reasonable, and (4) the plaintiff suffered a detriment. Pickus

Construction & Equipment v. American Overhead Door, 326 Ill. App. 3d 518, 523 (2001).

¶ 50 In Chicago Limousine Service, 335 Ill. App. 3d at 499, we affirmed the trial court’s

judgment dismissing the plaintiff’s claim of promissory estoppel for reasons that directly apply

in this case. The plaintiff in Chicago Limousine argued that it relied on an unambiguous promise

by the City not to alter the method of increasing the amount of livery licenses available in the

City of Chicago and that it suffered a financial detriment as a result of the issuance of additional

livery licenses. Id. at 499. We concluded that its reliance on the ordinance was unreasonable

when “the ordinance was not a promise purporting to be directed to plaintiff” and when the

ordinance did not name plaintiff. We also emphasized that there was no indication in the

ordinance that the amount of licenses or the procedure for increasing the amount would remain

the same forever, or even that they would remain the same for an extended period of time. Id. at

500. We held that laws cannot give rise to unambiguous enforceable promises because “[t]he

legislature has an ongoing right to amend a statute and *** there is no vested right in the mere

continuance of a law.” (Internal quotation marks omitted.) Id. at 499.

¶ 51 Similarly, here, the ordinance did not name Boswell, did not contain any promises

directed to Boswell or anyone else personally, and did not preclude any subsequent modification

or even repeal. Also, the City’s representations during the proceedings in the Shakman litigation

were made in the context of a major plan intended to curtail the City’s previous hiring practices

that benefitted the public at large and not Boswell personally. These factors support a finding

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against promissory estoppel in this case, and this conclusion is strengthened by the fact that

“[e]stoppel against public bodies is generally not favored and is allowed in only rare and unusual

circumstances.” Halleck v. County of Cook, 264 Ill. App. 3d 887, 893 (1994). Contrary to the

majority’s liberal construction of the complaint, Boswell failed to allege specific facts indicating

such “extraordinary and compelling circumstances.” See Matthews v. Chicago Transit Authority,

2016 IL 117638, ¶ 94. For these reasons, I would find that the facts pled were insufficient to

establish the initial element of promissory estoppel and, thus, the entire count of the complaint

was properly dismissed.

¶ 52 I would affirm the trial court’s judgment finding that Boswell’s complaint failed to state a

claim for breach of contract and for promissory estoppel. Accordingly, I respectfully dissent.

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