Appeal from the Circuit Court of St. Clair County. No. 98-L-684A Honorable Jerome F. Lopinot, Judge, presiding.
The opinion of the court was delivered by: Justice Hopkins
IN THE COURT OF APPEALS OF THE STATE OF ILLINOIS
The defendant, Illinois Community College Board (ICCB), as administrative receiver of Metropolitan Community College (Metropolitan), appeals the trial court's grant of a summary judgment to the plaintiff, Janet Finch (Finch), on her complaint for the breach of her employment contract with Metropolitan. On appeal, ICCB contends that the trial court's grant of summary judgment was erroneous, as there was a genuine issue of material fact as to whether Finch materially breached the employment contract, and alternatively, if Metropolitan breached Finch's employment contract, her damages should be limited, because performance under the contract is impossible. We reverse and remand.
Metropolitan became a community college district pursuant to statute on July 1, 1996. See 110 ILCS 805/2-12.1 (West 1996). On August 1, 1996, Metropolitan's board of trustees entered into an employment contract with Finch. The terms of the contract, which was made retroactive to July 1, 1996, required that Finch fulfill the duties of president of the community college, and in exchange, she would be paid $90,000 per year. The contract's duration was for four years, and article 4 of the contract provided that Finch's employment could be terminated by Metropolitan before the expiration of her contract on June 30, 2000, only if she became mentally or physically disabled. Also under article 4, Finch could terminate the contract by giving Metropolitan 90 days' notice, in writing, prior to June 30 of each year of her contract. Finch's duties were stated in a broad, general manner in the contract and with somewhat more detail in a job description for the position of president, a document incorporated by reference in the employment contract. In the job description the first two duties of the president were listed as follows:
"1. The President is the Chief Executive Officer and educational leader of the college. The President has overall responsibility for the instructional, financial, and student operation functions. 2. Exercises broad discretionary authority consistent with board policies, admininstrative [sic] procedures, and applicable federal and state mandates."
In addition to the foregoing terms, article 5 of the contract stated as follows:
"PURCHASE OF REMAINING TERM Should the Board desire to terminate this Agreement prior to the stated term of this Agreement other than for reasons set forth in Article 4, the Board hereby agrees to cause a purchase of the remaining term of this Agreement. Such purchase price shall be no less than the amount of salary that is owed and would be owed if the President were permitted to serve the entire term of this Agreement. In addition, the President shall be entitled to payment for unused vacation as of the date of termination. Such termination shall be effective upon: 1. the written confirmation of the Board's decision, addressed and delivered to the President; and 2. written agreement of the President, addressed and delivered to the Board."
This provision, which is the subject of this lawsuit, is referred to by the parties as a buyout provision.
In April 1998, ICCB conducted an investigation of Metropolitan because Metropolitan's annual audit for fiscal year 1997, which was due in October 1997, had not been received. Also in April 1998, Metropolitan suspended Finch for a week, with pay. Subsequently, as a result of ICCB's investigation, Metropolitan was placed on "Recognition with Conditions" status by ICCB in May 1998. Under this status, ICCB asserted financial oversight of Metropolitan and required Metropolitan to undertake certain remedial measures. Finch was suspended again, but without pay, by Metropolitan on August 7, 1998. On August 14, 1998, Finch filed a complaint for the breach of her employment contract and asked for damages under the buyout provision of the contract. In her complaint, Finch asserted that she and Metropolitan entered into a contract on July 1, 1996, and that Metropolitan breached the contract by suspending her without pay, effectively terminating her services in violation of the contract. Finch did not attach a copy of the contract to her complaint, and the only affidavit attached to her complaint was her attorney's affidavit, stating that it was his belief that Finch had suffered damages in excess of $50,000.
Metropolitan filed a motion to dismiss Finch's complaint for breach of contract on September 18, 1998. Metropolitan's motion to dismiss stated several reasons, including that Finch failed to plead the necessary elements for a breach of contract cause of action and that Finch's services were terminated under an "implied just cause termination clause."
On September 24, 1998, Metropolitan terminated Finch's employment. On October 8, 1998, Finch filed a motion for summary judgment. In her motion, Finch asserted that she and Metropolitan entered into a contract and that Metropolitan breached the contract by failing to pay her the remainder of her salary and her unused vacation as of the date of termination pursuant to the buyout provision of the contract. Finch claimed that there were no issues of material fact to be decided and that she was entitled to a summary judgment.
A motion hearing was held on October 28, 1998, wherein Metropolitan's motion to dismiss and Finch's motion for summary judgment were argued. At the motion hearing Metropolitan filed its memorandum in opposition to Finch's motion for summary judgment. Attached to Metropolitan's memorandum were two affidavits from members of Metropolitan's board of trustees. In the affidavits, it was asserted that the grounds for Finch's termination were, among other reasons, as follows:
"(a) General nonfeasance and misfeasance on the part of Dr. Finch with regards to a statutorily required financial audit for the fiscal year 1997, which was due October 15, 1997[,] and not provided, leading to ...