the court concludes that plaintiff fails to establish the first element of the existence of a valid contract.
Moreover, even if there was a valid contract, plaintiff did not provide evidence that the defendants Glen Ellyn, Union, and Olsen were aware of the recruiting contract. Plaintiff's negotiations with Mayflower's agents involved the sales agency and had nothing to do with any alleged recruiting contract.
Further, even if the court could find a genuine issue as to the above elements, there are no facts to establish that Mayflower breached the alleged contract. As discussed above, one of the payment options was a contingent fee. Plaintiff admits that her candidates were not hired. Thus, Mayflower did not breach the agreement by not paying for plaintiff's services.
2. Interference with Plaintiff's Sales Agency Contract
Plaintiff also did not have a valid sales agency contract with Mayflower. Even if plaintiff accepted Mayflower's alleged offer of a sales agency contract by beginning to perform certain obligations such as hiring an accountant and obtaining office space, few, if any, material terms were actually agreed upon. There was no agreement as to the obligations of the parties or the consideration involved.
Despite months of negotiations, plaintiff never became more than a prospective sales agent. In fact, the entire gravamen of plaintiff's complaint is that Mayflower refused to enter into an agency contract with her because of her race. Thus, it is clear that plaintiff did not have a valid sales agency contract with Mayflower because a final agreement was never reached.
Further, Mayflower could not have breached a contract it never entered. Finally, there was no contract for the agency defendants to have induced a breach. Thus, plaintiff has failed to establish the elements of interference with contracts regarding her sales agency negotiations with Mayflower.
B. Interference with Prospective Business Relationships
The elements of interference with prospective business relationships are: (1) plaintiff must have a reasonable expectation of entering into a valid business relationship; (2) defendant must have knowledge of the plaintiff's expectancy; (3) defendant must intentionally interfere with the expectancy and prevent it from ripening into a valid business relationship; and (4) plaintiff suffers damages resulting from such interference. Schuler v. Abbott Laboratories, 265 Ill. App. 3d 991, 994, 203 Ill. Dec. 105, 639 N.E.2d 144 (Ill. App. Ct. 1993). Further, the defendant's alleged action must be directed towards the party with whom the plaintiff expects to do business. Id.
1. Interference with Plaintiff's Recruiting Expectancy
Plaintiff may have had a reasonable expectation of entering into a recruiting contract with Mayflower. However, as discussed above, neither Glen Ellyn, Union, nor Olsen was aware of this expectancy, and there is no evidence they interfered with it.
2. Interference with Plaintiff's Sales Agency Expectancy
Defendants do not contest that plaintiff had a reasonable expectation of becoming a sales agent for Mayflower. In addition, defendants were fully aware that plaintiff expected to enter into such relationship.
Further, as discussed in relation to the section 1981 claims, there is a genuine issue as to whether defendants Glen Ellyn and Union intentionally interfered with the relationship. Plaintiff alleges that Glen Ellyn and Union vowed to fight against her appointment as an agent. Glen Ellyn and Union argue, however, that even if Kearns' assertions are true, their alleged acts did not influence Mayflower's decision to cease negotiations with plaintiff. Nonetheless, plaintiff has established a genuine issue whether Mayflower's stated reasons were pretext, and that Mayflower was influenced by pressure from its agents.
Plaintiff has not met her burden, however, with respect to defendant Olsen. Plaintiff has no evidence that Mayflower's decision was influenced by the fact that Olsen offered her a contract with unfavorable terms. Further, unlike with Glen Ellyn and Union who allegedly vowed to fight against her appointment as a Mayflower agent, Olsen's acts were not directed at Mayflower.
For the reasons set forth above, the court denies the defendants' motions to dismiss Counts I-IV of the plaintiff's third amended complaint. The court grants defendant's motion to dismiss Counts V and VIII. With respect to Counts VI and VII, the court grants defendants' motion related to the claims for tortious interference contract and interference with the plaintiff's prospective recruiting relationship, but denies summary judgment related to interference with the plaintiff's prospective agency relationship.
ENTER: July 11, 1996
Robert W. Gettleman
United States District Judge