The opinion of the court was delivered by: Aspen, Chief Judge.
MEMORANDUM OPINION AND ORDER
Stanford worked for Kraft — most recently in the company's
Technology Division — from March 1986, until, presumably, March
5, 1998, when she received a "termination memorandum" from her
immediate supervisor, defendant Debra Kaiser.*fn1 Stanford began
working under Kaiser approximately one year before Stanford's
departure from Kraft. According to Stanford, her problems began
with the onset of Kaiser's supervision.
The thrust of Stanford's complaint is that the defendants
conspired to get rid of her in order to hire and promote younger
and male employees, a plan which they brought about by giving
Stanford unfairly low and/or false performance reviews and
probationary warnings, by reassigning her projects to younger
employees, and by transferring her subordinates to other
supervisors. Stanford additionally claims that many of the
defendants' actions were not only discriminatory, but also
violative of Kraft "policy and procedure" with regards to
Pursuant to Federal Rule of Civil Procedure 12(b)(6), the
defendants have moved to dismiss the tortious interference and
defamation claims, and Kraft has additionally moved to dismiss
the breach of contract claim. For the reasons stated herein, we
grant in part and deny in part the motion to dismiss.
We first address Stanford's claim for breach of contract
because its disposition impacts her claim for tortious
interference. The defendants argue that Stanford has failed to
state a claim for breach of contract because she has not
identified with specificity the contract on which her claim is
based (and thus cannot state a claim for tortious interference
with that contract), and because she has not "plead and prove(d)
. . . the existence of an offer, acceptance, consideration,
performance by the plaintiff, and breach by the defendant causing
a loss." (Defs. Mem. at 2, citing Tibor Machine Products, Inc.
v. Freudenberg-NOK General Partnership, 967 F. Supp. 1006, 1010
(N.D.Ill. 1997)). Second, defendants argue that to the extent
Stanford has claimed breach of a written contract for severance
pay, she has failed to allege the elimination of her job through
no fault of her own, a condition precedent to her right to
benefits under that contract.
Defendants' first argument confuses Illinois pleading
requirements with those of the Federal Rules of Civil Procedure.
Federal courts require that "a complaint include only `a short
and plain statement of the claim showing that the pleader is
entitled to relief,'" not detailed and specific facts as are
required in Illinois state court. Leatherman v. Tarrant County
Narcotics Intelligence and Coordination Unit, 507 U.S. 163, 168,
113 S.Ct. 1160, 122 L.Ed.2d 517 (1993), citing FED. R. CIV. P.
8(a)(2). Motions to dismiss under Rule 12(b)(6) are considered
"merely to test the sufficiency of the complaint, not to decide
the merits of the case." Triad Assocs., Inc. v. Chicago Hous.
Auth., 892 F.2d 583, 586 (7th Cir. 1989). To survive a motion to
dismiss, Stanford "need only allege — rather than prove — the
existence of a valid contract." Tibor, 967 F. Supp. at 1011.
And while Stanford's complaint is by no means a model of
clarity, it is possible to glean from it an allegation regarding
the existence of a contract sufficient to survive
a motion to dismiss. Stanford alleges as part of her tortious
interference claim, Count III, that "at all times prior to March
5, 1998, (the individual defendants) were aware that there
existed legally enforceable contracts between (Stanford) and
Kraft." Stanford's breach of contract claim, Count V,
incorporates this earlier allegation, and thus succeeds (albeit
barely) in alleging the existence of a valid contract and breach
thereof. It is not necessary for Stanford to allege all the facts
supporting her legal theory at this stage in the proceedings.
See Albiero v. City of Kankakee, 122 F.3d 417, 419 (7th Cir.
1997). Because it is possible that Stanford will be able to
demonstrate the existence of such "legally enforceable
contracts," we deny the motion to dismiss, Id. (holding motions
to dismiss should be denied if the plaintiff could prove any set
of fact consistent with the complaint). It will take only limited
and pointed discovery to determine whether a valid contract
exists, and if not, the matter may be disposed of on summary
Because Stanford's complaint states at least one claim for
breach of contract, we do not need to consider the parties' other
arguments regarding the validity of this count. However, we wish
to clarify that Stanford's other contract claims are not viable.
As defendants demonstrate, Stanford cannot maintain a breach of
contract claim based on the severance contract she describes —
which provides for severance payments if an employee's job is
eliminated through no fault of his or her own — because Stanford
alleges that Kraft sought a replacement for her after her
discharge and then hired and promoted several younger scientists.
Even accepting as true the existence of the severance contract
and Kraft's failure to pay Stanford severance, her allegations
regarding her discharge and replacement effectively "plead her
out" of this claim;*fn2 she cannot maintain a claim for breach
of the severance contract if, by her own admission, the
contract's terms do not apply to her situation. See Early v.
Bankers Life and Casualty Co., 959 F.2d 75, 79 (1992) (holding
that a plaintiff can plead himself out of court by alleging facts
that show he is not entitled to judgment).
Stanford also argues that her allegations that Kraft departed
from its policies and procedures state a claim for breach of
contract. In her response brief, she implies that these "policies
and procedures" are akin to contractual promises made in some
employee handbooks. However, in order for an employee handbook or
other written policy statement to constitute a contract of
employment, several elements must be present:
First, the language of the policy statement must
contain a promise clear enough that an employee would
reasonably believe that an offer has been made.
Second, the statement must be disseminated to the
employee in such a manner that the employee is aware
of its contents and reasonably believes it to be an
offer. Third, the employee must accept the offer by
commencing or continuing to work after learning of
the policy statement. Doe v. First Nat'l Bank of
Chicago, 865 F.2d 864, 872 (7th Cir. 1989), citing
Duldulao v. St. Mary of Nazareth Hosp. Center,
115 Ill.2d 482, 106 Ill.Dec. 8, 505 N.E.2d 314, 318
Since we hold that Stanford has stated a viable claim for
breach of contract, we turn to the question of whether she has
adequately plead tortious interference with that contract.
Stanford alleges that the individual defendants were aware of
"legally enforceable contracts" between Stanford and Kraft, ...