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Johnson v. World Color Press

OPINION FILED SEPTEMBER 16, 1986.

THOMAS R. JOHNSON, PLAINTIFF-APPELLANT,

v.

WORLD COLOR PRESS, INC., ET AL., DEFENDANTS-APPELLEES.



Appeal from the Circuit Court of Effingham County; the Hon. Edward C. Eberspacher, Judge, presiding.

JUSTICE HARRISON DELIVERED THE OPINION OF THE COURT:

Rehearing denied October 21, 1986.

Plaintiff, Thomas R. Johnson, brought an action against defendants, World Color Press, Inc., and City Investing Company, for retaliatory discharge. World Color Press filed a motion to dismiss the complaint for failure to state a cause of action. The circuit court of Effingham County granted this motion, and dismissed the entire cause with prejudice. Plaintiff appeals contending his complaint does state a cause of action for retaliatory discharge and, even if it does not, the court should have allowed him to amend his complaint instead of dismissing it with prejudice. We reverse and remand.

In his complaint, plaintiff alleged that he was hired in 1974 by World Color Press, Inc., a Delaware corporation with offices in Effingham County, Illinois, to be senior-vice-president and chief financial officer. The complaint alleged that World Color Press is a wholly owned subsidiary of City Investing Company, and that City Investing Company is a publicly owned Delaware corporation. Plaintiff alleges that he was discharged by World Color Press in March of 1982 in retaliation for his opposition to certain accounting practices of the company which he claimed constituted violations of Federal securities laws. He also alleged City Investing Company, the parent corporation, was involved in the decision to fire him. World Color Press filed a motion to dismiss the complaint for failure to state a cause of action. The trial court dismissed the complaint with prejudice on the ground that plaintiff was not a public accountant.

• 1 No cause of action should be dismissed on the pleadings unless it clearly appears that no set of facts can be proved which will entitle plaintiff to recover. (Wheeler v. Caterpillar Tractor Co. (1985), 108 Ill.2d 502, 506, 485 N.E.2d 372, 374, cert. denied (1986), 475 U.S. 1122, 90 L.Ed.2d 187, 106 S.Ct. 1641.) The allegations in the complaint are to be taken as true (108 Ill.2d 502, 505, 485 N.E.2d 372, 374), and are to be interpreted in the light most favorable to the plaintiff. Wait v. First Midwest Bank/Danville (1986), 142 Ill. App.3d 703, 705, 491 N.E.2d 795, 798.

• 2 The tort of retaliatory discharge is an exception to the general rule that an at-will employment is terminable at any time for any or no cause. The cause of action for retaliatory discharge is recognized when an employee is discharged in violation of a clearly mandated public policy. (Palmateer v. International Harvester Co. (1981), 85 Ill.2d 124, 130, 421 N.E.2d 876, 878.) While there is no precise definition of the term "clearly mandated public policy," generally "it can be said that public policy concerns what is right and just and what affect the citizens of the State collectively. * * * [A] matter must strike at the heart of a citizen's social rights, duties, and responsibilities before the tort will be allowed." 85 Ill.2d 124, 130, 421 N.E.2d 876, 878-79.

Public policy can be found not only in the laws and judicial decisions of Illinois (Palmateer v. International Harvester Co. (1981) 85 Ill.2d 124, 130, 421 N.E.2d 876, 878), but can also be found in Federal law. Our supreme court in Wheeler v. Caterpillar Tractor Co. (1985), 108 Ill.2d 502, 506, 485 N.E.2d 372, 374-75, cert. denied (1986), 475 U.S. 1122, 90 L.Ed.2d 187, 106 S.Ct. 1641, held that a cause of action for retaliatory discharge could be based upon a clearly mandated public policy which has been declared by Congress and which is national in scope.

In the case sub judice, plaintiff alleges that he objected to certain accounting practices which were stated in the complaint as follows:

"A. The treatment of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) in discounts on the purchase of production equipment as income;

B. The treatment of a disputed claim as income in the amount of Six Hundred Twenty-Seven Thousand Dollars ($627,000.00); and

C. The misstatement of accounts concerning an African safari hosted by Clyde Oberlin at company expense, in the aggregate amount of Forty Thousand Dollars ($40,000.00)."

Plaintiff alleges these practices "did not conform with generally accepted accounting principles and that their effect was to overstate the 1981 income of Defendant and to inflate the asset valuation of World Color Press, Inc." He claims these practices were in violation of various provisions of the Federal securities laws.

The Securities Act of 1933 (15 U.S.C.A. sec. 77a et seq. (West 1981)) was designed to provide investors with full disclosure of material information concerning public offerings of securities in commerce, to protect investors against fraud, and to promote ethical standards of honesty and fair dealing. The Securities Exchange Act of 1934 (15 U.S.C.A. sec. 78a et seq. (West 1981)) was intended principally to protect investors against manipulation of stock prices through regulation of transactions upon securities exchanges and in over-the-counter markets, and to impose regular reporting requirements on companies whose stock is listed on national securities exchanges. (Ernst & Ernst v. Hochfelder (1976), 425 U.S. 185, 195, 47 L.Ed.2d 668, 677-78, 96 S.Ct. 1375, 1382.) Numerous specific requirements of complete, accurate and truthful disclosure are found throughout these two acts, including section 13 of the 1934 Act (15 U.S.C.A. sec. 78m (West 1981)), relied upon by plaintiff in his complaint.

These Federal laws establish a clearly mandated public policy, one which is national in scope. (See Wheeler v. Caterpillar Tractor Co. (1985), 108 Ill.2d 502, 506, 485 N.E.2d 372, 374, cert. denied (1986), 475 U.S. 1122, 90 L.Ed.2d 187, 106 S.Ct. 1641.) We note that the Illinois Securities Law of 1953 (Ill. Rev. Stat. 1985, ch. 121 1/2, par. 137.1 et seq.) contains antifraud and full-disclosure provisions which closely parallel the Federal statutes (see particularly sec. 137.12 (Ill. Rev. Stat. 1985, ch. 121 ...


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