Williams v. East-West Univ.

• Decision Date: 25 September 2018
• Docket Number: No. 17 CV 7092,17 CV 7092
• Parties: LAWRENCE WILLIAMS, Plaintiff, v. EAST-WEST UNIVERSITY, Defendant.
• Court: U.S. District Court — Northern District of Illinois

LAWRENCE WILLIAMS, Plaintiff, v. EAST-WEST UNIVERSITY, Defendant.

No. 17 CV 7092

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION

September 25, 2018

Judge Manish S. Shah

MEMORANDUM OPINION AND ORDER

Lawrence Williams claims that East-West University, his former employer, violated his civil rights. The university says that Williams released this claim when he signed a severance agreement. Williams admits that he signed the agreement (but denies that it is binding) and admits that the university paid him shortly after he signed (but says he is not sure why). The university moves for judgment on the pleadings as to all counts.

I. Legal Standards

The same standard applies to both motions to dismiss and motions for judgment on the pleadings. Fed. R. Civ. P. 12(c); Buchanan-Moore v. Cnty. of Milwaukee, 570 F.3d 824, 827 (7th Cir. 2009). Under that standard, the facts in the complaint are taken as true, Pleva v. Norquist, 195 F.3d 905, 909 (7th Cir. 1999), and viewed in the light most favorable to the nonmoving party. N. Indiana Gun & Outdoor Shows, Inc. v. City of S. Bend, 163 F.3d 449, 452 (7th Cir. 1998). The question is "whether there is any set of facts consistent with [the] allegations that would give rise to a right to relief." United States v. Lewis, 411 F.3d 838, 842 (7th Cir. 2005), as amended on denial of reh'g and reh'g en banc, (Aug. 11, 2005).

Motions for judgment on the pleadings are, as their name implies, based on the pleadings alone. See Fed. R. Civ. P. 12(c). Pleadings include the complaint, the answer, and any documents attached as exhibits. Fed. R. Civ. P. 10(c); N. Indiana Gun, 163 F.3d at 452-53. If matters outside the pleadings are presented and a court considers those matters when deciding a Rule 12(c) motion, the motion must be converted into a motion for summary judgment, and the parties must be given an opportunity to present all pertinent material. Fed. R. Civ. P. 12(d). There are two applicable exceptions: first, if the complaint references a document that is "central" to plaintiff's claim and defendant attaches that document to their Rule 12(c) motion, a court may consider it. Brownmark Films, LLC v. Comedy Partners, 682 F.3d 687, 690 (7th Cir. 2012). Second, when opposing a Rule 12(c) motion, a plaintiff "may submit materials outside the pleadings to illustrate the facts the [plaintiff] expects to be able to prove," so long as those "new elaborations" are consistent with the complaint. Geinosky v. City of Chicago, 675 F.3d 743, 745 n.1 (7th Cir. 2012); Bishop v. Air Line Pilots Ass'n, Int'l, 900 F.3d 388, 399 (7th Cir. 2018).

II. Facts

Plaintiff Lawrence Williams, a college-educated black man, was diagnosed with multiple sclerosis six years into his employment with Defendant East-West University. [19] ¶ 11, 13.¹ Following his diagnosis, Williams alleges that theuniversity prevented him from accessing treatment for his disability, passed him up for promotions because of his race, and retaliated against him when he complained to the EEOC. [19] at 4-6. All of this, Williams says, was discriminatory conduct in violation of federal law. Id. The university disagrees. [25] at n.3.

The focus of this motion, however, is a contract. The university terminated Williams on February 3, 2017, and, as part of that termination, offered Williams a severance package memorialized in a "Separation Agreement and General Release." [19] ¶ 29, 31. See also [23-1]. The agreement purports to waive various rights in exchange for a one-time, lump-sum payment. [23-1]. In pertinent part, the agreement ([23-1] at 1) reads:

If you accept this Agreement by signing below on or before February 10, 2017, East-West will pay you severance of $1,971.15 (gross salary) which is equal to 2 weeks of pay.

. . .

In signing this Agreement, you release, compromise, waive and discharge the East-West from and regarding any actual or potential claims you may have arising out of your employment, or the termination of your employment, and any other claims that you have or may have at the time you sign this letter. The claims that you would be waiving include, for example, discrimination claims under . . . Title VII of the Civil Rights Act of 1964 and any other federal, state or local employment or antidiscrimination law, contract, common-law and tort claims.

The parties dispute whether Williams ever accepted the settlement. The agreement explicitly offers four methods by which Williams "can" accept and, at the same time, "asks" that he accept via a fifth: Williams (1) can "accept [the] Agreement by signing below on or before February 10, 2017," (2) "can either . . . mail [the] signedAgreement . . . to Dr. Madhu Jain"; (3) "or . . . email a signed copy of [the Agreement] to Dr. Madhu Jain"; and (4) "can email . . . a signed copy of [the Agreement] to [Chancellor Khan]." [23-1]. At the same time, the university (5) "ask[ed] that [Williams] sign this [Agreement] and return it to [Chancellor Khan]." Id. The agreement did not require notarization and did not allow Williams to revoke. See id.

Williams chose a sixth option: he signed the agreement in the spot marked for the notary public and left a copy with a colleague in the Human Resources department, instructing her not to deliver the agreement until Williams had time to consult with a lawyer. Id. ¶ 32, 40; [23-1] at 2. When he later requested that his colleague return the agreement, she told him that it had been "'stolen' from her desk." Id. ¶ 43. According to the university, Williams' colleague willingly turned the agreement over to her supervisor. [23] ¶ 32. Either way, a copy of the agreement bearing Williams' signature ended up in the university's hands.

The parties also disagree about money. On February 17, 2017, the university direct-deposited $1,971.15 into Williams' bank account—the exact amount due under the agreement—and issued a pay slip for 80 hours of work (i.e., "2 weeks of pay"). [23-2]. See also [19] ¶ 46. Williams acknowledges that the university "claimed" the money was "from" the agreement, [19] ¶ 46, but implies that he thought the university was paying him for (among other things) days he worked prior to being terminated. [33] at 9; [19] ¶ 46 (alleging that he was, at that time, still "expect[ing] several sources of income, including federal tax refund, state tax refund, last pay period, and refunded shares from the Defendant"). To substantiate this belief, Williams points to a messagefrom his payroll manager on February 17, 2017, wherein, at 8:07 p.m., she wrote, "[s]he paid you for the week you worked/and you'll get your severance pay next pay day.. [sic] I think next week." [33-1] at 3 (emphasis added).²

Neither party alleges that Williams returned the $1,971.15. The university alleges that Williams had still not returned the $1,971.15 as of the date the university filed the present motion (more than sixteen months later). [34] at 12-13.

A few days after receiving $1,971.15 from the university, Williams filed a second EEOC charge focusing on the discriminatory conduct at issue in this case. [8]. The EEOC dismissed that charge, and Williams filed this complaint. [8] at 2; [1].

III. Analysis

The university's motion presents questions of fact that cannot be decided at this stage in the proceedings. It is too early to hold that Williams intended to accept the agreement when he left a signed copy with his trusted colleague and, similarly, it is too early to hold that Williams intended to ratify the agreement, because he could still produce facts tending to show that a reasonable person might have believed the February 17 payment was not his severance, but something else.³

A. Williams Can Produce Facts Showing that he Objectively Manifested an Intent not to be Bound by the Agreement.

The agreement is a release, and a release is a type of contract. Capocy v. Kirtadze, 183 F.3d 629, 632 (7th Cir. 1999). Illinois law governs its interpretation. Id. For the agreement to be binding, there must have been an offer, consideration, and acceptance. Brody v. Finch Univ. of Health Scis./The Chicago Med. Sch., 298 Ill.App.3d 146, 154 (2nd Dist. 1998). The parties disagree only about acceptance. [33] at 6.

Acceptance is a matter of intent. Intent is "crucial to the determination of whether a contract came into existence." Lakshman v. Vecchione, 102 Ill.App.3d 629, 632 (1st Dist. 1981). A "meeting of the minds" is so "essential" that even a signed contract is not binding without it. Quinn v. Daly, 300 Ill. 273, 277 (1921); Chicago Title & Tr. Co. v. Ceco Corp., 92 Ill.App.3d 58, 69-70 (1st Dist. 1980) (signed contract not binding where parties intended that delivery was precondition to acceptance); Farley v. Roosevelt Mem'l Hosp., 67 Ill.App.3d 700, 704-5 (1st Dist. 1978) (theexecution of a contract is not always synonymous with its creation; it can, for instance, be a "matter pertaining to the performance of the contract").

Delivering a contract is often an expression of an intent to be bound, but not always. The key is whether the party's conduct amounts to an "objective manifestation of mutual assent." McCarty v. Verson Allsteel Press Co., 89 Ill.App.3d 498, 510 (1st Dist. 1980); Steinberg v. Chicago Med. Sch., 69 Ill.2d 320, 331 (1977) ("the conduct of the contracting parties" can be enough to "indicate[] an agreement to the terms of the alleged contract"); Restatement (Second) of Contracts § 19 (1981). Parol evidence is "always competent" to show that the agreement never became effective in the first place; in fact, the question "depends upon proof by parol." Jordan v. Davis, 108 Ill. 336, 342-43 (1883).

Williams may have signed and delivered the agreement, but he has sufficiently alleged that, while doing so, he objectively manifested an intent not to be bound. According to the pleadings, he delivered the contract to an intermediary, not the other parties to the contract, [19] ¶ 32; he told that intermediary (a trusted colleague) to not deliver the...