The opinion of the court was delivered by: Presiding Justice Quinn
Appeal from the Circuit Court of Cook County Honorable James F. Henry, Judge Presiding.
This action was brought by plaintiff Barry Cannizzo against his former employer, the Berwyn Township 708 Community Mental Health Board (hereinafter the Board), and various members of the Board individually. The counts of plaintiff's complaint relevant to this appeal alleged breach of contract against the Board. The Board filed a motion to dismiss those counts of the complaint, contending that the Board had no authority to enter into the employment contracts at issue and thus, the contracts were void ab initio. The circuit court granted the Board's motion to dismiss and plaintiff timely filed his appeal. For the reasons that follow, we affirm.
On or about October 16, 1989, plaintiff was hired as the executive director for the Board. In that capacity, plaintiff's responsibilities included various administrative and financial duties. Plaintiff served as the executive director for the Board until he was terminated for insubordination at an emergency meeting of the Board on June 26, 1996.
In the spring of 1993, plaintiff entered into a written employment contract (hereinafter the 1993 contract) with the Board. The 1993 contract was for a term of three years commencing July 1, 1993. The 1993 contract set forth duties, as well as the rate of compensation, and provided that if neither party gave notice of an intent to terminate the contract by April 1, 1996, the contract would renew for an additional three-year period. The 1993 contract was signed by plaintiff on April 19, 1993, and by both the president and the secretary of the Board on May 17, 1993.
Approximately one year later, plaintiff submitted another employment contract (hereinafter the 1994 contract) to the Board. The terms of the 1994 contract mirrored those of the 1993 contract, except for the dates. The term of the 1994 contract was effective from July 1, 1994, to June 30, 1997, and it would renew for an additional three years unless one of the parties gave notice of an intent to terminate by April 1, 1995. The 1994 contract was signed by plaintiff on June 20, 1994, and by the president of the Board on September 19, 1994.
On June 25, 1998, plaintiff filed a six-count complaint alleging breach of the 1994 and 1993 contracts against the Board (counts I and II) and various tort claims against other individual defendants (counts III through VI). The individual defendants moved to dismiss counts III through VI on various grounds, including defenses under the Local Governmental and Governmental Employees Tort Immunity Act, (745 ILCS 10/1-101 et seq. (West 1996)). The circuit court dismissed counts III through VI with prejudice, and plaintiff does not appeal the dismissal of those counts.
The Board also filed a motion to dismiss counts I and II of plaintiff's complaint under section 2-619 of the Code of Civil Procedure, (735 ILCS 5/2-619(a) (West 1998)). First, the Board argued that it never authorized, voted on, approved or accepted the 1994 contract. Second, the Board argued that it did not have authority to enter into either of the contracts, rendering each ultra vires and void ab initio. The Board based its second argument on the notion that the life of any community mental health board is a maximum of two years, due to the staggered terms of its members. Thus, the Board asserted that any contract with a duration longer than two years would extend beyond the term of the board that entered into the contract and would be invalid. In support of its motion to dismiss, the Board attached a copy of its constitution and bylaws and copies of the minutes of the Board's meetings on June 20 and September 19, 1994.
In his response to the Board's motion to dismiss the complaint, plaintiff argued that there was a factual dispute as to whether the 1994 contract was authorized and approved by the Board, which precluded granting defendant's motion to dismiss. Plaintiff also argued that the Board had the authority to enter into three-year contracts because the Board was a "continuing body" and could enter into contracts of any reasonable length. In support of his arguments, plaintiff attached his own affidavit and affidavits from the Board's president and the Board's secretary at the time of the execution of the contracts. Plaintiff also attached a partial transcript of the meeting of the Board on September 19, 1994, and a newspaper article regarding plaintiff's employment contract.
On July 2, 1999, the circuit court granted the Board's motion to dismiss counts I and II of plaintiff's complaint. The court found that the duration of both the 1993 and 1994 contracts extended beyond the terms of the contracting Boards. The court observed that there was no applicable Illinois case law, but found that the Board was not entitled to enter into a contract with plaintiff for a term extending beyond that of its own members. Thus, the court found that each contract was void and unenforceable. Plaintiff filed a timely notice of appeal of the circuit court's order dismissing counts I and II.
A motion to dismiss under section 2-619 admits the legal sufficiency of a complaint but raises affirmative matter to defeat the claim. 735 ILCS 5/2-619(a)(9) (West 1992). Thus, all well-pleaded facts in a complaint are taken as true. Grassini v. Du Page Township, 279 Ill. App. 3d 614, 618, 665 N.E.2d 860 (1996). The purpose of a section 2-619 motion to dismiss is to provide a mechanism to dispose of issues of law and easily proved issues of fact, and the cause of action should not be dismissed on the pleadings unless it is clearly apparent that no set of facts can be proved which would entitle a plaintiff to recover. Nielsen-Massey Vanillas, Inc. v. City of Waukegan, 276 Ill. App. 3d 146, 151, 657 N.E.2d 1201 (1995). A trial court's dismissal of a claim under section 2-619 is subject to de novo review. Grassini, 279 Ill. App. 3d at 618.
The primary issue on appeal is whether plaintiff's 1993 and 1994 employment contracts were ultra vires and therefore void ab initio and unenforceable. The Board argues that both employment contracts were ultra vires because the duration of each contract was longer than the terms of the Board and of the township supervisor who appointed the Board. Plaintiff argues that the Board had authority to enter into the three-year employment contracts because the Board is a continuous body due to the staggered terms of its members.
A township may exercise only those powers conferred upon it by statute. Grassini, 279 Ill. App. 3d at 618. Berwyn Township's powers at the times relevant to this case were set forth in the Township Law of 1874 (60 ILCS 5/1-1 et seq. (West 1992)), which has been repealed and reincorporated in large part into the Township Code (60 ILCS 1/1-1 et seq. (West 1996)). The reincorporation did not change those township powers relevant to this appeal; therefore, we will refer to the applicable sections of the Township Code in our discussion.
Section 85-10 of the Township Code provides that every township has corporate powers expressly granted or necessarily implied, and no others. 60 ILCS 1/85-10(a) (West 1996). In Cook County, township supervisors are elected in their respective townships at the time of the regular township election for a term of four years and until their successors are elected and qualified. 60 ILCS 1/50-10(a) (West 1996). Township supervisors enter upon their duties on the first Monday of the month following their election. 60 ILCS 1/50-15(b) (West 1996).
The Community Mental Health Act (hereinafter the Act) gives the township supervisor authority to establish a seven-member community mental health board to administer the Act. 405 ILCS 20/3a (West 1996). Such board is appointed by the township supervisor, with the advice and consent of the township board of trustees. 405 ILCS 20/3a (West 1996). The term of each member of the community mental health board is four years, provided, however, that of the members first appointed, two are appointed for a term of two years, two for a term of three years, and three for a term of four years. 405 ILCS 20/3b (West 1996).
The Act endows the community mental health board with the power to "[e]mploy such personnel, including legal counsel, as may be necessary to carry out the purposes of [the] Act and prescribe the duties of and establish salaries and provide other compensation for such personnel." 405 ILCS 20/3e(j)(c) (West 1996). However, the Act itself does not limit the duration of employment contracts or explicitly grant the community mental health board discretion to assign such contractual terms for itself. We must therefore determine whether such a limitation on contract duration should be read into the Act.
We look to the decision of our supreme court in Millikin v. County of Edgar, 142 Ill. 528, 32 N.E. 493 (1892), for guidance. In Millikin, a county board of supervisors employed the keeper of a poorhouse under a three-year contract, notwithstanding the fact that the board members themselves were only elected for a one-year period. The governing statute granted the county board the authority to hire such an employee, but ...