Ellis v. Chicago West Pullman Transportation Corp.

914 F. Supp. 198, 1996 U.S. Dist. LEXIS 1435, 1996 WL 66009
CourtDistrict Court, N.D. Illinois
DecidedFebruary 7, 1996
DocketNo. 94 CV 3651
StatusPublished

This text of 914 F. Supp. 198 (Ellis v. Chicago West Pullman Transportation Corp.) is published on Counsel Stack Legal Research, covering District Court, N.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ellis v. Chicago West Pullman Transportation Corp., 914 F. Supp. 198, 1996 U.S. Dist. LEXIS 1435, 1996 WL 66009 (N.D. Ill. 1996).

Opinion

MEMORANDUM OPINION AND ORDER

BUCKLO, District Judge.

The plaintiff, Edwin E. Ellis, served as executive vice president of defendant Chicago West Pullman Transportation Corporation (“CWPT”) and was a member of CWPT’s board of directors. Defendant Robert E. Smith was president and chief executive officer of CWPT. Mr. Smith fired Mr. Ellis, who has brought this action for breach of contract and tortious interference with his employment contract. CWPT and Mr. Smith have filed a motion for summary judgment on counts I and II. The motion is denied.

Breach of Contract

The defendants argue that there was no employment contract between Mr. Ellis and CWPT because CWPT failed to deliver the contract to Mr. Ellis after both parties had signed it. Delivery is relevant to the formation of a contract if “the offer specifies actual delivery as an essential part of acceptance of the offer.” Soderstrom v. Rock River Valley Pigeon Club, Inc., 122 Ill.App.3d 819, 461 N.E.2d 547, 548, 77 Ill.Dec. 924, 925 (3rd Dist.1984). In this case it is undisputed that in January, 1992, Mr. Smith and Mr. Ellis signed an employment agreement, and the agreement was returned to Mr. Smith to be kept in CWPT’s vault in its Chicago office. The defendants argue that the only reasonable inference from this fact is that delivery was a precondition to an enforceable contract. However, they offer no evidence that anyone ever said so. There is accordingly insufficient evidence to find as a matter of law that delivery was an essential part of acceptance.

The defendants argue that Mr. Smith informed Mr. Ellis that the employment agreement would only take effect in the event of a hostile takeover. The parties agree that the employment agreement states:

The term of this Agreement shall begin July 1, 1991 and continue until June 30, 1996 [Initial Term] and shall renew automatically for one year periods [Renewal Periods] unless sooner terminated as hereinafter provided.

The parol evidence rule generally prohibits the consideration of extrinsic evidence of pri- or or contemporaneous agreements to change the terms of a written contract. Cox v. Doctor’s Associates, Inc., 245 Ill.App.3d 186, 613 N.E.2d 1306, 1321, 184 Ill.Dec. 714, 729 (5th Dist.1993). The defendants are'correet that an exception to the parol evidence rule exists where the evidence is offered to show that the parties intended the contract to take effect only upon the fulfillment of a condition precedent. Northern Trust Company v. Brentwood North Nursing and Rehabilitation Center, Inc., 225 Ill.App.3d 1039, 588 N.E.2d 467, 470, 167 Ill.Dec. 826, 829 (2nd [200]*200Dist.1992); Davis v. Buchholz, 101 Ill.App.3d 388, 428 N.E.2d 198, 201, 56 Ill.Dec. 879, 882 (3rd Dist.1981). The fact finder may consider all relevant evidence in determining whether a written contract is the complete agreement of the parties. Northern Trust Company v. Brentwood North Nursing and Rehabilitation Center, Inc., supra, 167 Ill.Dec. at 829, 588 N.E.2d at 470. Accordingly, I may consider evidence that the parties agreed that the effectiveness of Mr. Ellis’ employment contract was conditional on a hostile takeover of CWPT.

The parties dispute whether a hostile takeover of CWPT was a condition precedent to the existence of Mr. Ellis’ employment agreement. Mr. Smith testified in his deposition that the contract was to take effect only in the event of a hostile takeover. Smith Dep., p. 71-73. Regarding Mr. Ellis’ understanding of the formation of his employment agreement, the following colloquy occurred during Mr. Smith’s deposition:

Q My question to you is do you recall any specific conversation with Mr. Ellis concerning when, if at all, the contract would be effective?
A I am not sure I understand the question. If you are asking me did Mr. Ellis know that these things were only to be pulled out of the vault in the event of a hostile takeover, the answer is absolutely yes. No question about it.
Q On what do you base that?
A He was right there when we had all the conversations. Why else would I call him in and give him a contract when he worked for us since 1985 and didn’t have one and do it on a day’s notice.
Q What as specifically as you can recall did you say with regard to when, if at all, the contracts would be effective?
A Mr. Looby1 was told to take the contracts out of the vault and distribute them in the event that there was a hostile takeover.

Smith Dep., pp. 81-82. Mr. Ellis provided deposition testimony that Mr. Smith did not inform him that his employment agreement would only take effect in the event of a hostile takeover of the company. Ellis Dep., p. 140. He further testified at his deposition that the other employees who signed an employment agreement, Messrs. Gregory, Mraz, Looby, or Brokop, never told him that the effectiveness of his employment agreement was conditional upon a hostile takeover of CWPT. Ellis Dep., p. 141. In short, the evidence does not support defendants’ contention that Mr. Ellis, or perhaps anyone else, was ever told or understood that a hostile takeover was a precondition to the effectiveness of the signed agreement. The defendants’ motion for summary judgment on Mr. Ellis’ breach of contract count is therefore denied.

Tortious Interference

The defendants also request summary judgment on Mr. Ellis’ claim for tortious interference with a contractual relationship. The elements of this tort are:

(1) the existence of a valid and enforceable contract between the plaintiff and another; (2) the defendant’s awareness of this contractual relation; (3) the defendant’s intentional and unjustified inducement of a breach of the contract; (4) a subsequent breach by the other, caused by the defendant’s wrongful conduct; and (5) damages.

HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc., 131 Ill.2d 145, 545 N.E.2d 672, 676, 137 Ill.Dec. 19, 23 (1989). The defendants argue that Mr. Ellis cannot maintain a cause of action against Mr. Smith for tortiously interfering with his employment contract because Mr. Ellis did not have a valid and enforceable contract with CWPT. As discussed above, those arguments give rise to a question of fact.

The defendants also argue that Mr. Ellis cannot sue Mr. Smith for tortious interference with his contract because Mr. Smith’s actions were privileged. Corporate officers such as Mr. Smith have a qualified privilege to interfere with a contractual relationship in certain circumstances. Chapman v. Crown Glass Corporation, 197 Ill.App.3d 995, 557 [201]*201N.E.2d 256, 263, 145 Ill.Dec. 486, 493 (1st Dist.1990). However,

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Related

Cox v. Doctor's Associates, Inc.
613 N.E.2d 1306 (Appellate Court of Illinois, 1993)
Chapman v. Crown Glass Corp.
557 N.E.2d 256 (Appellate Court of Illinois, 1990)
Soderstrom v. Rock River Valley Pigeon Club, Inc.
461 N.E.2d 547 (Appellate Court of Illinois, 1984)
HPI Health Care Services, Inc. v. Mt. Vernon Hospital, Inc.
545 N.E.2d 672 (Illinois Supreme Court, 1989)
Mittelman v. Witous
552 N.E.2d 973 (Illinois Supreme Court, 1990)
Davis v. Buchholz
428 N.E.2d 198 (Appellate Court of Illinois, 1981)

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Bluebook (online)
914 F. Supp. 198, 1996 U.S. Dist. LEXIS 1435, 1996 WL 66009, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ellis-v-chicago-west-pullman-transportation-corp-ilnd-1996.