inference of a causal link. Maldonado v. Metra, 743 F. Supp. 563, 568 (N.D. Ill. 1990). We agree. Therefore, Decker cannot simply rest on the six month period to raise the inference of a causal link. She does point to specific facts in her affidavit, however, to overcome a summary judgment motion. Decker avers that although Andersen purported to reevaluate her for admission to the partnership in 1993, Andersen actually took several steps after January 1993 to retaliate against her. First, against Decker's strong opposition, Andersen released an internal memorandum marked "strictly confidential" to Roger Schank, the director of ILS. Decker's memorandum sharply criticized Schank's management; Andersen's release destroyed Decker's working relationship with him and with the ILS. Decker asked to attend the meeting with Schank but was refused permission, despite her outstanding contributions to the ILS project and excellent formal evaluations from the partners working on the project. The inference of retaliation is strong under these circumstances.
Second, Decker cites several instances in which Carter, one of her supervisors at TS, refused to assign her any managers, seniors or other staff, despite Decker's repeated requests. On several occasions, Decker says Carter told her that no one would be reporting to her. In light of the excellent evaluations Decker had theretofore received, and her forthcoming partnership offer, the lack of responsibility and assignments she received raises a great deal of suspicion about Andersen's true motives. Andersen claims Decker admits that she was told staff would be assigned. But the obvious disparity between receiving assurances that staff members will be assigned and then not actually getting those assignments creates an inference of hostile intent. Finally, Decker states that Andersen refused to discuss the resolution of her claim arising out of the denial of partnership in 1992, and when Decker asked George Shaheen, Andersen's Chief Executive Officer, to get involved in resolving the matter, she was told to resign or be terminated.
These assertions support the inference that Decker's responsibilities were undercut and that she was ultimately terminated in response to her EEOC charge and August letters which informed Andersen that she planned to pursue her discrimination claim. The 1993 partnership offer could reasonably be interpreted as Andersen's attempt to minimize its damages in the event a lawsuit came to fruition. This is especially true when the offer is viewed in conjunction with the facts Decker cites; all of those facts support her argument that the 1993 partnership offer was not genuine. Andersen argues that Decker's August 1993 letters led the firm to believe that she had resigned. But "when this evidence is viewed in the light most favorable to [Decker], a reasonable fact finder could infer that [Andersen]'s reason for [the adverse action] is not worthy of credence." Holland, 883 F.2d at 1316.
As a final point, the court notes that Decker's retaliation claim, like her sex and pregnancy claim, hinges in large part on the credibility of the witnesses. "Faced with complicated facts that can only emerge in full color from the testimony of a variety of witnesses with varying interests and motivations, [this court] cannot say, on the basis of this cold record, that as a matter of law [Decker] has no fair chance of prevailing at trial." Veatch v. Northwestern Memorial Hosp., 730 F. Supp. 809, 820 (N.D. Ill. 1990). Because dismissal at this stage would be premature, Andersen's motion for summary judgment on Decker's retaliation claim is denied.
C. Count 3 - Breach of Contract
The question of whether a contract exists is one of law for a judge to decide. Wojcik v. Commonwealth Mortgage Corp., 732 F. Supp. 940, 941 (N.D. Ill. 1990). For an oral contract to exist, the parties must have had a meeting of the minds with respect to the terms of the agreement and must have intended to be bound by the oral agreement. M.T. Bonk Co. v. Milton Bradley Co., 945 F.2d 1404, 1407 (7th Cir. 1991). "The focus under Illinois law is on the conduct of the parties and whether that conduct objectively manifested assent to an agreement." Baker v. Elmwood Distributing, Inc., 940 F.2d 1013, 1017 (7th Cir. 1991); see also Midland Hotel Corp. v. Reuben H. Donnelley Corp., 118 Ill. 2d 306, 515 N.E.2d 61, 65, 113 Ill. Dec. 252, 256 (1987). Consequently, a party's "subjective belief is not a consideration in the Duldulao analysis. The inquiry is, conversely, whether a reasonable person could have understood that a contract was formed." Boll v. Hyatt Corp., 243 Ill. App. 3d 1005, 1009, 614 N.E.2d 71, 74, 184 Ill. Dec. 870, 873 (1st Dist. 1993).
A reasonable person could have understood that a contract was formed between Taylor and Decker. In exchange for Decker's working the 80/20 format, Taylor said that chargeability would not be an issue in her partnership evaluations and that he would inform the other partners of "this commitment." Even if Decker knew those partners would be involved in reviewing her candidacy, the latter of Taylor's statements would certainly enable a reasonable person to conclude that "this commitment" was intended to be a binding agreement.
Andersen claims that Taylor's statements are not clear and definite enough to constitute a promise. Even if that were so, "the task of disambiguating ambiguous utterances is for trial, not summary judgment. On a motion for summary judgment, the ambiguities in a witness's testimony must be resolved against the moving party." Shager, 913 F.2d at 402. A promise is "a manifestation of intention to act or refrain from acting in a specified way, so made as to justify a promisee in understanding that a commitment has been made." Restatement (Second) of Contracts, sec. 2(1) (1981). Taylor's express statements that Decker's chargeability "would not be an issue" and that he would inform the other persons reviewing her candidacy of "this commitment" are sufficiently clear to support the existence of a promise.
Andersen further contends that even if a promise exists, consideration is lacking because Decker's basis for consideration rests only on the fact that she continued working at Andersen and increased her nonchargeable ILS work. However, Decker states in her affidavit that Fischer said he would support her for partnership in 1992 if she transferred to TS. Decker relinquished this opportunity by remaining assigned to CMS. Furthermore, even if Fischer made no such promise, Decker's continued work for Andersen is sufficient consideration on its own. For promises unrelated to the duration of employment, "the employee's continued work constitutes consideration for the promises." Duldulao v. St. Mary of Nazareth Hosp. Center, 115 Ill. 2d 482, 490, 505 N.E.2d 314, 318, 106 Ill. Dec. 8, 12 (1987). "Certainly, one can extract from Duldulao a rule of law that an employee's continued work is sufficient consideration for employment promises to form a valid contract under traditional contract principles." Piech v. Arthur Andersen & Co., S.C., 841 F. Supp. 825, 830 (N.D. Ill. 1994).
Finally, Andersen argues that no breach occurred because chargeability was not the reason Decker was denied partnership in 1992. As discussed supra, a jury could reasonably infer that Andersen's alternative reasons for Decker's partnership denial are not worthy of credence. Moreover, Decker's affidavit states that several partners informed her that chargeability was the reason. Indeed, Fischer's deposition testimony supports her allegation. Fischer Dep., Exhibit F, at 49, 57. Finally, summary judgment must be denied if "there are any genuine factual issues that properly can be resolved only by a finder of fact because they may reasonably be resolved in favor of either party." Liberty Lobby, 477 U.S. at 250, 106 S. Ct. at 2511. Whether chargeability was a factor in Decker's partnership denial is a question of fact that must be decided by a jury, not this court. Since a jury might resolve this issue in favor of either party, Andersen's motion is denied.
D. Count 4 - Promissory Estoppel
As her final claim, Decker avers that Taylor's statements regarding her chargeable hours give rise to an actionable claim based on promissory estoppel. Decker further alleges that she relied to her detriment on Taylor's statements by not transferring full-time to TS, which would have increased her chargeable hours and, based on Fischer's support, the likelihood that she would make partner in 1992.
Promissory estoppel may be invoked in both contractual and non-contractual settings. Geva v. Leo Burnett Co., 931 F.2d 1220, 1223 (7th Cir. 1991); Falk v. U.H.H. Home Servs. Corp., 835 F. Supp. 1078, 1079 (N.D. Ill. 1993). To state a claim for promissory estoppel under Illinois law, a plaintiff must allege that (1) defendant made an unambiguous promise to plaintiff; (2) plaintiff relied on such promise; (3) plaintiff's reliance was expected and foreseeable by defendant; and (4) plaintiff relied on the promise to its detriment. Quake Constr., Inc. v. American Airlines, Inc., 141 Ill. 2d 281, 310, 152 Ill. Dec. 308, 322, 565 N.E.2d 990, 1004 (1990). "In order to allege an unambiguous promise for the purposes of a promissory estoppel claim, an express promise is not required." Falk, 835 F. Supp. at 1080. Such a promise "may be inferred from conduct and words" as well. Id.
In this case, the only element in dispute is whether Taylor's statements regarding Decker's chargeability constitute an unambiguous promise. As noted above, after assessing the record in a light most favorable to Decker, a jury could find that Taylor's statements constituted an unambiguous promise. Taylor is the managing partner of the Chicago office, which is Andersen's largest office. Decker's belief that he could speak on behalf of the partners reviewing her candidacy was reasonable, especially when that promise is viewed in conjunction with Taylor's two statements -- that chargeability would not be an issue and that he would inform the other partners of this "commitment."
In Falk, the court concluded that it was reasonable that the plaintiff "might have inferred" a promise when the defendant's high-ranking executives made certain representations to her concerning a job opening. Falk, 835 F. Supp. at 1081. The court held that "such assurances surpass the requirements of Illinois promissory estoppel law which does not require an express promise." Id. Similarly, Decker could reasonably infer that Taylor's assurances were a promise. Thus, Andersen's motion must be denied.
Finally, this court notes that Decker's synopsis of the facts is either disputed in part or completely denied by Andersen. Resolution of these conflicting versions will hinge on the credibility of witnesses, and this court cannot determine issues of credibility on a motion for summary judgment. The court concludes that Decker's proffered evidence would enable a jury to infer that her pregnancy was the reason she was denied partnership. In addition, Decker has met her burden with regard to the retaliation, breach of contract and promissory estoppel claims. Therefore, Andersen's motion for summary judgment is denied.
Date: AUG 19 1994
JAMES H. ALESIA
United States District Judge