The opinion of the court was delivered by: Shadur, District Judge.
MEMORANDUM OPINION AND ORDER
Robert Zick ("Zick") sues Verson Allsteel Press Co.
("Verson"), alleging Verson terminated his employment in
violation of the Age Discrimination in Employment Act,
29 U.S.C. § 621-34 (Count 1) and — as a pendent claim — in
breach of an implied contractual covenant of good faith and
fair dealing under Illinois law (Count II). Verson now moves
under Fed.R.Civ.P. ("Rule") 12(b)(6) to dismiss Count II and
under Rule 11 for sanctions. For the reasons stated in this
memorandum opinion and order, Verson's motion is granted in
For purposes of this opinion, the relevant facts are few.
Zick was hired by Verson in 1956.*fn2 After twenty-eight years
as a Verson employee, Zick (then fifty-six years old) was fired
July 27, 1984. Zick makes no allegation he had an express
employment contract, nor does he allege Verson ever
specifically undertook not to fire him except for cause.
"Good Faith and Fair Dealing"
Verson principally contends Zick was an "at will" employee
whom it could fire at any time "for any reason, or none at
all." Martin v. Federal Life Insurance Co., 109 Ill. App.3d 596,
600, 65 Ill.Dec. 143, 147, 440 N.E.2d 998, 1002 (1st Dist.
1982). Zick does not dispute his at-will status, but he argues
an at-will employment contract, like all contracts in Illinois,
incorporates an implied covenant of good faith and fair dealing
(the "Implied Covenant"). That Implied Covenant, in Zick's
view, imposes "a substantive limitation on the employer's right
to discharge" (Zick Mem. 4).
Before this opinion addresses the argument as Zick presents
it, the Rule 11 issue makes it worthwhile to note arguments he
expressly does not present:
1. Zick's claim is purely contractual. He does
not assert the tort of retaliatory discharge.
2. He does not allege any express promise of job
security or permanent employment, nor does he
allege he and Verson bargained over such promises.
See Martin, 109 Ill. App.3d at 600-03, 65 Ill. Dec.
at 147-49, 440 N.E.2d at 1002-04 (discussing
requirement of specific bargaining to rebut
presumption employment contract is at will).
3. He does not claim the Implied Covenant is to
be implied-in-fact from his course of dealing with
4. He makes no quasi contractual or quantum
In short, Zick argues the Implied Covenant is a part of his
at-will employment contract "as a matter of law" (Zick Mem. 5),
essentially as a compulsory term. See Restatement (Second) of
Contracts 2d ("Restatement") § 205 (1979):
Every contract imposes upon each party a duty of
good faith and fair dealing in its performance and
As a general principle of contract construction, the
Restatement position is of course unexceptionable. See
Martindell v. Lake Shore National Bank, 15 Ill.2d 272, 286,
154 N.E.2d 683, 690 (1958); Bonner v. Westbound Records, Inc.,
76 Ill. App.3d 736, 744-45, 31 Ill.Dec. 926, 932-33,
394 N.E.2d 1303, 1309-10 (1st Dist. 1979). But Zick's interpretation of
the scope of the good-faith-and-fair-dealing doctrine is
totally awry. That requirement is not an enforceable legal duty
to be nice or to behave decently in a general way. Instead ...