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Lewis v. Loyola University

OPINION FILED MAY 21, 1986.

MARTIN LEWIS, PLAINTIFF-APPELLEE,

v.

LOYOLA UNIVERSITY OF CHICAGO, DEFENDANT-APPELLANT.



Appeal from the Circuit Court of Cook County; the Hon. Reginald J. Holzer, Judge, presiding.

JUSTICE MCGILLICUDDY DELIVERED THE OPINION OF THE COURT:

Defendant, Loyola University, an Illinois not-for-profit corporation, appeals from two orders entered against it in an action brought by the plaintiff, Martin Lewis, M.D., for breach of contract. Separate trials were held on the issues of liability and damages. On April 19, 1984, the trial court found that defendant breached its employment contract with plaintiff by depriving him of tenure consideration. On July 13, 1984, the court ordered defendant to pay plaintiff $36,492 in damages sustained in the school year ending June 30, 1984, and further ordered it to pay plaintiff $100,000 annually, until he reaches age 65, is disabled physically or mentally, or dies. The $100,000 sum is to be adjusted annually to the Federal cost-of-living index, and offset by any income plaintiff earns during the year.

The issues presented for review are: (1) whether letters from the dean of defendant's medical school to plaintiff were properly admitted as evidence of the parties' contract of employment; (2) whether the trial court's findings regarding plaintiff's entitlement to tenure were manifestly erroneous; (3) whether the award of damages is speculative and therefore erroneous as a matter of law; and (4) whether this court has jurisdiction over the instant appeal.

In June 1979, plaintiff was approached by defendant's search committee for consideration as chairman of the pathology department of defendant's Stritch School of Medicine. Negotiations ensued over several months. On September 20, 1979, Dean Clarence N. Peiss sent plaintiff a letter outlining the terms of an offer. The letter was written in the form of numbered paragraphs. It addressed staffing, salary (including an administrative stipend and practice plan supplement), departmental space allocations and funding, and tenure. Specifically, paragraph 8 included a commitment to recommend plaintiff for early tenure consideration at the first opportunity after his licensure by the Illinois State Board of Registration and Education. Dr. Lewis replied by letter with some questions and the negotiations continued.

On February 18, 1980, Dean Peiss sent plaintiff a second letter. The letter was in the same format as the letter of September 20, updating certain paragraphs and leaving others "as stated in the September 20, 1979 memo." In the February 18 letter, paragraph 8 read: "On the assumption that both you and the medical school administration will be satisfied in this relationship, I will propose early approval of tenure for you in September 1981." The letter also stated that if plaintiff accepted the offer, Dean Peiss would submit his recommendation to the committee on faculty appointments and a formal letter of appointment would be sent to him.

Plaintiff received the letter of appointment dated May 14, 1980. The letter was a one-page document listing plaintiff's teaching salary and administrative stipend, and appointing him as professor of pathology for the period July 1, 1980, through June 30, 1981. The letter of appointment incorporated by reference the faculty handbook included with the letter. The transmittal letter accompanying these documents detailed plaintiff's salary, including a supplement of $48,000 per year under the Loyola Medical Practice Plan. Plaintiff accepted the chairmanship and signed the letter of appointment on June 19, 1980.

The following year plaintiff accepted a letter of appointment as professor of pathology for the period July 1, 1981, through June 30, 1982. In April 1982, Dean Peiss resigned to return to full-time teaching. On April 15, 1982, plaintiff was sent a letter of appointment for the period July 1, 1982, through June 30, 1983. On May 19, 1982, plaintiff received a letter relieving him of his duties as department chairman effective May 19, 1982, and, on May 25, plaintiff was advised that his 1982-83 faculty contract was terminal and that his appointment would not be renewed after June 30, 1983.

Dean Peiss failed to submit plaintiff's name for tenure consideration in September 1981. Plaintiff testified that in the fall of 1981, he received a telephone call from the dean who told him he had forgotten to present plaintiff's name for tenure. When plaintiff asked whether that made any difference, or whether there was a problem, Dean Peiss assured him that it was an oversight and that plaintiff's name would be submitted for tenure the following year. Dean Peiss' testimony corroborated plaintiff's impression that Dean Peiss had been busy and had forgotten to submit the name. Although, as department chairman, plaintiff could have submitted his own name for tenure consideration, he testified that he did not think it was his place to do so and, further, that after being reassured by Dean Peiss that it would be done routinely at the next available opportunity, he believed there was no need to take any action himself.

• 1 We first address the jurisdictional issue. Citing Supreme Court Rule 303(a)(1) (94 Ill.2d R. 303(a)(1)), plaintiff contends that this court lacks jurisdiction because defendant's notices of appeal were filed before the disposition of plaintiff's post-trial motion.

Supreme Court Rule 303(a)(1) requires that notice of appeal be filed within 30 days after the entry of a final judgment or, if there has been filed a timely post-trial motion directed against the judgment, within 30 days after the entry of an order disposing of the post-trial motion. Defendant's notices of appeal were filed on May 18, 1984, and July 19, 1984. On July 23, 1984, plaintiff filed his motion for findings of fact and conclusions of law. That motion was denied July 26, 1984.

For purposes of Rule 303(a)(1), a post-trial motion must be one which specifically requests one or more of the statutorily authorized types of relief consisting of rehearing, retrial, modification or vacation of judgment. (Walker v. Board of Police & Fire Commissioners (1979), 77 Ill. App.3d 958, 397 N.E.2d 2; Tomaska v. Barone (1968), 104 Ill. App.2d 356, 244 N.E.2d 327.) In the instant case, paragraph 2 of plaintiff's motion states, "Plaintiff accepts the judgment of [the circuit court] and is willing to abide by the terms and conditions of the judgment order." The relief requested is for entry of plaintiff's proposed findings of fact and conclusions of law consistent with the judgment entered. Plaintiff's post-trial motion was thus not "directed against the judgment" as required by Supreme Court Rule 303(a)(1), and the instant appeal is therefore properly before this court.

• 2 Defendant's first contention on appeal is that the trial court erred in admitting into evidence, as part of the employment contract, the two letters to plaintiff from Dean Peiss. Defendant's position is that the employment contract consists solely of the May 14, 1980, letter of appointment and the faculty handbook incorporated by reference therein. Defendant argues that the terms of the contract are clear and unambiguous, and it was thus error to consider the two previous letters to vary its terms. It is well settled that where contract terms are clear and unambiguous, they must be given their ordinary and natural meaning and no parol evidence can be considered to vary the meaning of the terms. (Susmano v. Associated Internists of Chicago, Ltd. (1981), 97 Ill. App.3d 215, 422 N.E.2d 879.) It is also well established that preliminary negotiations to a contract are generally merged into the final written agreement and that agreement is presumed to include all material terms. Howard A. Koop & Associates v. KPK Corp. (1983), 119 Ill. App.3d 391, 457 N.E.2d 66.

• 3, 4 We find defendant's parol-evidence argument premature in this instance. Where a contract is not expressive of the complete agreement and understanding of the parties, consideration of antecedent proceedings does not serve to vary the contract terms but exemplifies the terms of the agreement. Further, all relevant evidence may be considered to determine whether a particular writing is the complete agreement of the parties. (Maas v. Board of Trustees of Community College District No. 529 (1981), 94 Ill. App.3d 562, 418 N.E.2d 1029.) Additionally, whether a writing which contains the essential terms of a contract but which contemplates the later execution of a formal document is a contract or merely negotiation depends on the intent of the parties. Inland Real Estate Corp. v. Christoph (1981), 107 Ill. App.3d 183, 437 N.E.2d 658.

• 5 In the instant case, the record discloses conversations, meetings, and correspondence over a period of a year. It cannot seriously be argued that a form contract for a teaching position, albeit personalized with plaintiff's name and an additional sum described as compensation for administrative duties, embodied the complete agreement and understanding of the parties. Nothing in the form contract reflects the position plaintiff accepted, with its attendant considerations of staffing, long- and short-term funding or physical space. Indeed, even the letter of transmittal, which defendant would also exclude from ...


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