Appeal from the Circuit Court of Lake County. No. 95--L--1143. Honorable Terrence J. Brady, Judge, Presiding.
The Honorable Justice Doyle delivered the opinion of the court. Inglis and Bowman, JJ., concur.
The opinion of the court was delivered by: Doyle
The Honorable Justice DOYLE delivered the opinion of the court:
Plaintiff, Steven Koules, appeals from a circuit court order that granted summary judgment against him and in favor of defendant, Euro-American Arbitrage, Inc. Plaintiff's amended complaint claimed that defendant owed plaintiff (1) part of a guaranteed salary and (2) compensation for vacation benefits pursuant to a written employment contract.
In May 1993, plaintiff began employment with defendant as an equity derivative trader. Plaintiff had the status of a vice-president and worked in defendant's Chicago office. Before defendant hired him, plaintiff worked in New York.
By January 1994, plaintiff had become concerned about defendant's long-term commitment to its Chicago office. Plaintiff communicated this concern to defendant's management and the management of defendant's parent companies, Banque Internationale de Placement (BIP) and Dresdner Bank (Dresdner).
On February 3, 1994, plaintiff and defendant entered into a new employment contract which was effective January 31, 1994 (the employment contract). Under the employment contract, defendant promoted plaintiff to senior vice-president and placed plaintiff in charge of trading in its Chicago office. Plaintiff continued to do his own trading, but was also given the responsibility to supervise the trading activities of other traders.
The employment contract specified that plaintiff was entitled to "4 weeks paid vacation." Plaintiff was also entitled to an annual draw of $200,000 which was to be deducted from an annual bonus payable on January 31 of the following year. The annual bonus was based on certain percentages of profits realized from plaintiff's own trading activities and from the trading activities of the traders that plaintiff supervised.
The employment contract also specified that it was for a two-year period and that defendant guaranteed plaintiff an annual minimum salary of $250,000. The employment contract clarified these terms as follows:
"That means that if we were to ask you to leave our company without cause during that period of time, you would be compensated so that you would have received this floor guarantee. If we terminate you for cause or in the case [sic] you decide to resign from our company, you will no longer receive your salary payments."
On July 25, 1994, plaintiff sent a letter to Dominique Ould-Ferhat, defendant's managing director, at his office in Paris, France. The letter stated:
"Please find my enclosed resignation as Head of Trading.
I understand this implies my loss of the percentage of trading desk P&L and the rescinding of my salary guaranty for this and next year. Should you wish, I will continue in the capacity of an equity derivative trader as long as the original conditions which pertained to my personal trading compensations and conditions of employment that applied until this point shall continue through the end of the year."
In response to the July 25 letter, defendant flew plaintiff to Paris. In Paris, plaintiff met with Ould-Ferhat and managers in defendant's parent organization. They advised plaintiff that they would address his concerns and convinced plaintiff to withdraw his resignation and continue as the head of trading in defendant's Chicago office.
On October 27, 1994, plaintiff sent another letter to Ould-Ferhat. The October 27 letter stated, in relevant part:
"Morale continues to deteriorate here, and I no longer wish to continue in my responsibilities as trading manager. I will continue as equity derivative trader as described in the letter in which I originally resigned as trading manager."
In response to the October 27 letter, Ould-Ferhat came to Chicago and met with plaintiff. Plaintiff testified in a deposition that Ould-Ferhat told him at the meeting that it had been decided to close the Chicago office and that Ould-Ferhat would be meeting in the future with individual employees, including plaintiff, to finalize things.
Ould-Ferhat and plaintiff met again on November 11, 1994. Plaintiff testified that Ould-Ferhat handed him a first draft of a letter agreement regarding plaintiff's employment with defendant. This first draft offered plaintiff $60,000 in severance compensation. Plaintiff testified that he told Ould-Ferhat that $60,000 was "no where near the magnitude of what I felt it should have been according to my contract." Plaintiff further testified that Ould-Ferhat then had the severance figure changed to $100,000 and told plaintiff that was the best that defendant could do.
The November 11 letter agreement advised plaintiff that "at this time, it is not possible to make any final decision with regard to your personal [employment] situation." However, plaintiff testified in his deposition that Ould-Ferhat made it clear to ...