Peters v. Health and Hospitals Governing Commission of Cook County

• Decision Date: 22 December 1980
• Docket Number: 80-1629,Nos. 80-1448,s. 80-1448
• Citation: 415 N.E.2d 653,47 Ill.Dec. 648,91 Ill.App.3d 1104
• Parties: , 47 Ill.Dec. 648 Donald PETERS and Robert Simpson, Individually, and as President and Recording Secretary, Respectively of Warehouse, Mail Order, Office, Technical and Professional Employees, Local 743, International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, etc., et al., Plaintiffs- Appellants, v. HEALTH AND HOSPITALS GOVERNING COMMISSION OF COOK COUNTY, and its Successor, Board of Commissioners, Cook County, etc. et al., Defendants-Appellees, and Donald PETERS and Irving Kurasch, Individually, and as President and Secretary- Treasurer, Respectively, of Hospital Employees Labor Program of Metropolitan Chicago (H.E.L.P!), etc., et al., Plaintiffs-Appellants, v. HEALTH AND HOSPITALS GOVERNING COMMISSION OF COOK COUNTY, and its Successor, Board of Commissioners, Cook County, etc. et al., Defendants-Appellees.
• Court: United States Appellate Court of Illinois

Page 653

415 N.E.2d 653

91 Ill.App.3d 1104, 47 Ill.Dec. 648

Donald PETERS and Robert Simpson, Individually, and as

President and Recording Secretary, Respectively of

Warehouse, Mail Order, Office, Technical and Professional

Employees, Local 743, International Brotherhood of

Teamsters, Chauffeurs, Warehousemen and Helpers of America,

etc., et al., Plaintiffs- Appellants,

v.

HEALTH AND HOSPITALS GOVERNING COMMISSION OF COOK COUNTY, and its Successor, Board of Commissioners, Cook

County, etc. et al., Defendants-Appellees,

and

Donald PETERS and Irving Kurasch, Individually, and as

President and Secretary- Treasurer, Respectively, of

Hospital Employees Labor Program of Metropolitan Chicago

(H.E.L.P!), etc., et al., Plaintiffs-Appellants, v. HEALTH AND HOSPITALS GOVERNING COMMISSION OF COOK COUNTY, and its Successor, Board of Commissioners, Cook

County, etc. et al., Defendants-Appellees.

Nos. 80-1448, 80-1629.

Appellate Court of Illinois, First District, Second Division.

Dec. 22, 1980.

Lester Asher, Marvin Gittler and Joel A. D'Alba, Chicago (Asher, Goodstein, Pavalon, Gittler, Greenfield & Segall, Ltd., Chicago, of counsel), for plaintiffs-appellants.

Bernard Carey, State's Atty., Cook County, Chicago (Paul P. Biebel, Jr., Deputy State's Atty., Chief, Civ. Actions Bureau, and John A. Dienner, III, Asst. State's Attys., Chicago, of counsel), for defendants-appellees.

HARTMAN, Justice:

In consolidated appeals, plaintiffs, union officers of two different unions and their unions, appeal from dismissal of their separate complaints which sought specific performance of their individual collective bargaining election agreements in actions before two different chancellors in separate proceedings. They identify the issues on appeal as whether an election agreement with a public employer purporting to create collective bargaining obligations, which assertedly terminate upon certain events, can be enforced when neither event has occurred; and, whether a public employer succeeding to the rights, duties and obligations negotiated by its predecessor, another public employer, is obligated to comply with the terms of that collective bargaining agreement. The issues must be determined in the affirmative for the reasons set forth below and the orders of dismissal are reversed.

Plaintiffs in case number 80-1448 are Donald Peters and Robert Simpson, individually, and as president and recording secretary, respectively, of the Warehouse, Mail Order, Office, Technical and Professional Employees, Local 743, International Brotherhood of Teamsters ("Local 743" and, alternatively, "union"). In case number 80-1629 plaintiffs are Donald Peters and Irving Kurasch, individually, and as president and secretary-treasurer, respectively, of the Hospital Employees Labor Program of Metropolitan Chicago ("H.E.L.P!" and, alternatively, "union"). Defendants in each case are Health and Hospitals Governing Commission of Cook County ("Commission") and the Board of Commissioners of Cook County ("County Board").

From the facts set forth in the respective verified complaints, which for the purposes of the motions to dismiss must be deemed true, together with all reasonable inferences which may be drawn therefrom (Browder v. Hanley Dawson Cadillac Co. (1978), 62 Ill.App.3d 623, 20 Ill.Dec. 138, 379 N.E.2d 1206; Chicago Teachers Union v. Board of Education of City of Chicago (1973), 14 Ill.App.3d 154, 301 N.E.2d 833), it appears that on August 6, 1971, Local 743 and the Commission, which had been established in 1969 pursuant to statute (Ill.Rev.Stat.1969, ch. 34, par. 5011 et seq.), signed a collective bargaining agreement providing for an election by secret ballot to determine whether a majority of the Commission's security officers employed at Cook County Hospital chose to be represented by that union. The election was won by Local 743, which since that time has continuously represented those officers for the purpose of negotiating wages, hours and working conditions and administering the collective bargaining agreement. Three consecutive 3-year agreements were so negotiated and administered, the last one expiring in December, 1979 by its own terms.

On November 30, 1979, by statute (Supp. to Ill.Rev.Stat.1979, ch. 34, par. 5020), the County Board assumed control of and was authorized to exercise all rights, duties and powers which theretofore had been exercised by the Commission. The County Board, however, refused to negotiate with Local 743 with regard to any further collective bargaining agreements. This refusal precipitated the suit for specific performance in number 80-1448, which was filed on March 26, 1980.

In number 80-1629, an election was held pursuant to agreement between the Commission and H.E.L.P! in May, 1979, this time involving the question of whether a majority of the Commission's Cook County and Oak Forest Hospitals' technical employees wished to have H.E.L.P! represent them. The secret ballot election held on June 13, 1979 resulted in H.E.L.P!'s having been so chosen. Between August and November, 1979 the Commission and H.E.L.P! embarked upon negotiations concerning wages, hours and working conditions resulting in agreement to certain items and leaving others for further negotiation. After December 1, 1979, the County Board refused to continue those negotiations, and refused to submit the impasse to arbitration. H.E.L.P! thereafter, on April 2, 1980, filed its complaint for specific performance.

The election agreements in each case provided that if the unions establish through the elections that they represent a majority of the employees covered in each agreement, the Commission will bargain in good faith concerning wages, hours and working conditions, in exchange for the unions' agreements not to strike or permit slowdowns, work stoppages or picketing during any term of such an agreement or pending resolution of collective bargaining negotiations. Where disagreement between the Commission and the unions should ensue after a reasonable period of negotiations, either party is given the right to refer unresolved matters to a fact finder to be selected by the parties or through the American Arbitration Association. The election agreement itself, in each case, thus contains the respective rights and obligations of the parties to negotiate and bargain in good faith for subsequent agreements which would govern the actual wages, hours and work conditions. Neither require that a contract actually be consummated as to these factors. No specific termination date was provided in either election agreement.

Each complaint prayed for specific performance of the agreement therein involved, for an order compelling the County Board to bargain in good faith and to submit unresolved issues to an impartial fact finder. The motions to dismiss filed by the County Board were granted in each case, from which each appeal proceeds, consolidated in this court because of the similarity of the issues to be resolved. I.

The principal issue centers around the language of the election agreements insofar as they provide, as the unions claim, or fail to provide, as the County Board claims, any recognizable bases for termination. If they do, they may be deemed sufficiently definite to support the proposed actions for specific performance. If not, they may be regarded as perpetual in duration and, therefore, under Illinois law, terminable at will. (Joliet Bottling Co. v. Joliet Citizens' Brewing Co. (1912), 254 Ill. 215, 98 N.E. 263; Donahue v. Rockford Showcase & Fixture Co. (1967), 87 Ill.App.2d 47, 230 N.E.2d 278; Schoen v. Caterpillar Tractor Co. (1968), 103 Ill.App.2d 197, 243 N.E.2d 31.) An agreement construed by the parties as possessing cognizable events upon which termination may occur, however, is not perpetual and terminable at will and will be upheld even in the absence of a specified termination date. Consolidated Laboratories, Inc. v. Shandon Scientific Co. (7th Cir. 1969), 413 F.2d 208; Donahue v. Rockford Showcase & Fixture Co., supra; W. P. Iverson & Co. v. Dunham Mfg. Co. (1958), 18 Ill.App.2d 404, 152 N.E.2d 615.

The unions contend that the agreements' primary obligations to bargain in good faith and refrain from economic actions contain ascertainable termination points upon the occurrence of either of two events: (1) the failure of the parties to comply with an arbitration award; or (2) the unions' loss of status as representatives of majorities of the affected employees. ¹ The County Board denies that either of those events constitutes a termination point and claims that no termination event actually exists or can be identified in the election agreements. We disagree.

The County Board's contention is based upon the fact that the termination point of noncompliance with an arbitrator's decision contains within it only an option to terminate the agreement. Therefore, it reasons, an aggrieved party may choose to overlook this refusal to comply with the arbitrator's decision and elect to continue the relationship, thereby preventing this provision from ever operating as an authentic termination event. No authority is cited in support of this proposition. An option to cancel, however, does not necessarily destroy mutuality of obligation or the validity of a contract. (Peck v. Stafford Flower Mills Co. (8th Cir. 1923), 289 F. 43, 45; Mayo v. American Malting Co. (4th Cir. 1914), 211 F. 945; W. P. Iverson & Co. v. Dunham Mfg. Co., supra.) Arguments to the effect that options may never be exercised when breaches occur sink into the same conjectural quicksand as assertions that breaches themselves may never occur. Such speculative assumptions cannot obscure the presence of otherwise ascertainable points of termination, particularly where, as here, the option to cancel is conditioned upon a voluntary act of the other party. 1A Corbin, Contracts, Sec. 165 (1963).

The County Board also disputes the validity of the loss of union majority...