Vajda v. Arthur Andersen & Co.
| Decision Date | 07 September 1993 |
| Docket Number | No. 1-92-1237,1-92-1237 |
| Citation | 253 Ill.App.3d 345,624 N.E.2d 1343,191 Ill.Dec. 965 |
| Parties | , 191 Ill.Dec. 965, 128 Lab.Cas. P 57,687, 8 IER Cases 1429 Albert M. VAJDA, Plaintiff-Appellant, v. ARTHUR ANDERSEN & COMPANY, a partnership, and James A. Carty, in his individual capacity and as a managing agent of Arthur Andersen & Company, Defendants-Appellees. |
| Court | United States Appellate Court of Illinois |
Penny Nathan Kahan and Associates, Ltd., Chicago (Penny Nathan Kahan and Lori D. Ecker, of counsel), for plaintiff-appellant.
Keck, Mahin & Cate, Chicago (John A. McDonald, Donald J. McNeil, and Michael J. Mueller, of counsel), for defendants-appellees.
Plaintiff, Albert Vajda, a former manager of defendant, Arthur Andersen & Company (Andersen), sought damages both from Andersen for terminating his employment without just cause or first following the company's discipline policy; and from James A. Carty, an Andersen partner, for embarking on a course of conduct allegedly designed to have plaintiff wrongfully discharged. The circuit court granted defendants' joint motion for summary judgment on all four counts of plaintiff's fourth amended complaint.
Plaintiff appeals, seeking reversal and remandment for a jury trial, raising as issues whether (1) genuine issues of material fact with respect to employee termination procedures exist which preclude entry of summary judgment against him; (2) he possessed enforceable contractual rights against Andersen by virtue of written and oral promises made to him, as expressed in Andersen employee handbook documents and by Andersen supervisory staff, respectively; (3) the doctrine of promissory estoppel applies to these circumstances; (4) defendant Carty possessed a qualified privilege; and (5) Carty caused plaintiff's wrongful termination.
The facts essential to the disposition of this appeal were drawn from documentary evidence and deposition testimony submitted to the circuit court for consideration in the summary judgment proceedings.
In a section entitled "Personnel Policies" relating to employment and promotion, the Manual provided that:
"The partners are committed to a policy and practice of deciding matters relating to employment, including compensation, advancement, transfer and promotion, on the basis of qualifications and merit alone."
The Manual also provided that "[f]ull-time regular employment is the usual arrangement in which a person is hired to work our normal business hours * * * for a time period of indefinite duration."
There was evidence that in 1973, when plaintiff joined Andersen's Information System Services Division (ISS), he was told by the personnel office director that no employees would be dismissed without three warnings. In the late 1970s and early 1980s, plaintiff attended meetings where ISS Personnel Manager George Koch discussed the three-warning policy. He was instructed that there would be serious consequences if there was no just or good cause to terminate an employee, and then only after the three-warning policy was followed.
Plaintiff also received a copy of written three-warning procedures, contained in a document known as the Supervisor's Seminar Personnel Policy Procedures (Procedures), which remained unaltered between 1980 and 1987. The Procedures provide that the supervisor must give a verbal warning describing the poor performance or misconduct. After the verbal warning, the supervisor must document the warning discussion in a "greensheet" and submit it to the personnel office. The subject of the warning would be reviewed within two to three months. If there is no change in performance, a second warning would be given, again greensheet documented. Thereafter, if the conduct continued, the employee would receive a final warning, which must be documented in a greensheet as soon as possible. If the conduct continued, the instructions required the supervisor to call the appropriate superiors for approval to terminate. An employee would never be summarily fired.
The Procedures were distributed by Andersen at supervisors' seminars on a regular basis. In addition to being distributed to supervisory personnel in written form, the three-warning policy was made known verbally to all ISS employees through new employees' orientation, supervisors' seminars and at various meetings; it was common knowledge among them, as attested to by other ISS managers, Michael Kennedy and Robb Gay. The three-warning policy was also openly discussed by supervisors when they returned from their training seminars. Philip Keirn, an Andersen partner and head of ISS, specifically admitted that Andersen had a policy of requiring good cause for discharge.
The Manual, which provided that all employment decisions were to be based on merit and qualifications, as supplemented by written procedures therein described, together with the oral and written representations of a three-warning policy, were construed by plaintiff as having created a contract of employment, which provided that employees would not be discharged without just cause and without appropriate warnings.
ISS was assigned the task of developing or improving several of Andersen's data processing systems. Because ISS did not have sufficient staff or expertise to complete these projects by itself, Andersen assigned some of its Management Information Consulting Division (MICD) professionals to each of the projects.
Carty became the MICD partner assigned to certain ISS projects in 1982. He and ISS partner, Keirn, shared responsibility for some of these projects. Carty, however was responsible for overall management of some projects, including general superintendence over ISS personnel and direct supervision over the MICD personnel. Carty evaluated plaintiff and participated with him in project steering committee and sponsor meetings. Plaintiff did not report to Carty, however, but to another Andersen employee, Mark Rosenthal, who reported to Keirn.
In the five year period preceding plaintiff's termination, the annual written performance evaluations prepared by Andersen partners and plaintiff's superiors revealed strong, steady, and consistently above-average performance. Beginning in 1983, however, Carty considered some of plaintiff's behavior disruptive, because it interfered with Carty's authority over MICD staffing. At one meeting, plaintiff told Carty that ISS did not have the luxury as "you do in MICD of having a manager on these jobs." Carty understood this to be a put-down and a negative attitude. When an MICD professional named Keith Mollenkamp was assigned to a project called CLEAR, plaintiff, without informing Carty, called Mollenkamp's home office in Houston to inquire into his background and discuss his qualifications. Plaintiff openly criticized Mollenkamp's qualifications for the project. Plaintiff informed an MICD manager that expenses incurred by MICD personnel assigned to the CLEAR project were inappropriate. In another meeting, plaintiff requested removal of an MICD employee without first discussing the matter with Carty. Carty objected to plaintiff's unilateral decision to hold an all-day meeting with the whole project team without first checking with project team managers. Plaintiff made other negative comments about MICD personnel assigned to ISS projects. Plaintiff's conflicts with Carty on the CLEAR project admittedly were work related, involving how decisions should be made and what those decisions should be.
In September of 1984, Carty sent a memorandum to Keirn and Rosenthal requesting that plaintiff be removed from CLEAR, citing alleged deficiencies in plaintiff's performance and concluding that plaintiff was a disruptive link in communications as well as "an unnecessary risk to the projects' successful completion." At the same time, Carty recommended that plaintiff be appointed ISS Director of Administration, noting that plaintiff "has exhibited some interesting characteristics which in my opinion make him qualified--perhaps even ideally suited--for this position." Carty discussed plaintiff's performance with Rosenthal prior to drafting the memorandum. Before the memorandum was sent, Carty gave a draft to Keirn and Rosenthal, each of whom had it for two to four weeks without suggesting any modification.
Plaintiff was removed from CLEAR. Before that time, Keirn and Rosenthal told him that he must improve his relationship with Carty and the MICD personnel. After plaintiff was removed from CLEAR, he met with James LaBorde, Andersen's Managing Partner of Finance and Administration, to whom the whole ISS function reported. LaBorde and plaintiff discussed plaintiff's differences with Carty. LaBorde told him that partners were in charge of the project and that his input was welcome, but that if he continued to confront Carty, plaintiff would "lose."
In late 1984, Keirn asked plaintiff to work on another joint MICD-ISS project, the Human Resource Information Plan (HRIP). Peter Pesce, Andersen's Director of Human Resources, was the client or sponsor of...
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