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ZICK v. VERSON ALLSTEEL PRESS CO.

December 3, 1985

ROBERT ZICK, PLAINTIFF,
v.
VERSON ALLSTEEL PRESS CO., DEFENDANT.



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 both respects.

Facts*fn1

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
  Verson.
    4. He makes no quasi contractual or quantum
  meruit claim.

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
  its enforcement.
  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 ...

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