The Committee considered Plaintiff's twenty-two page submission
in which she compared her duties, responsibilities, functions,
and authority before and after the merger. See Ltr. fr. M.
Denis to Committee dated Jan. 12, 1999. The gravamen of
Plaintiff's Committee submission was that after the merger, she
was assigned only the Western Division whereas before the merger
she had been assigned both the Central and Western Divisions.
Id. Plaintiff claims that she lost the duties,
responsibilities, functions, and authority connected with the
Central Division, although she acknowledged that she continued to
have the same duties, responsibilities, functions, and authority
connected with the Western Division. Id.
In its considering Plaintiff's claim that she had a significant
reduction in the scope of her authority, functions, duties, and
responsibilities, the Committee accepted her assertion that Manor
Care had reduced the size of the business unit that she managed.
Defs.' 56.1(a)(3) St. ¶ 66; Defs.' Mem. at 19. Interpreting the
Plan, the Committee in its decision, herein, determined that "if
a Participant continues to have a full range of operational,
financial, administrative and other authority, functions, duties
and responsibilities with respect to the business unit the
Participant manages, the scope of the Participant's authority,
duties, functions and responsibilities would not be affected."
Id. (emphasis in original). In applying this provision, the
Committee found that although "the business unit [Plaintiff]
continued to manage [was somewhat smaller in terms of facilities,
beds and budget], Plaintiff still had a full scope of financial,
operational, administrative and strategic authority, functions,
duties and responsibilities" for that business unit. Id. Thus,
the Committee interpreted the Plan term "scope" inter alia to
mean that if Plaintiff had ten duties, responsibilities, and
functions before the merger and had the same ten duties,
responsibilities, and functions after the merger, she would not
suffer a significant reduction in the scope of her duties,
responsibilities, or functions.
In addition, the Committee found that Plaintiff's duties,
responsibilities, functions and authority intensified after the
merger. Defs.' Reply at 21. As the Committee explained, "DVP/GMs
were required to focus more intensively on the day-to-day
operations of the centers in their respective divisions . . .
[by] spend[ing] significantly more time in the facilities in
their divisions, . . . conduct[ing] operations reviews with the
Regional Directors of Operations . . . every month on every
center, . . . be[ing] more involved in the day-to-day oversight
of the centers in the areas of care, staffing levels, accounts
receivables, workers compensation and agency utilization."*fn9
Decision of Committee Re: Claim of Judy Dabertin at 4.
Accordingly, the Committee found that Plaintiff's job got harder
after the merger and consequently, she did not experience a
significant reduction in the scope of her authority, functions,
duties, or responsibilities that would
give her "Good Reason" to resign from her position.*fn10
Plaintiff's further claims that she suffered a significant
reduction in the scope of her authority, position, title,
functions, duties, or responsibilities because her independent
capital project spending authority was eliminated (it had been
pre-merger $50,000 per project per year, up to an aggregate
amount of $150,000 per year, plus $6 million that was already
budgeted). Pl.'s Reply at 8. Plaintiff maintains, too, that the
fact that she lost hiring and firing authority over ten regional
managers in the Lombard, Illinois office constituted a
significant reduction in the scope of her authority, position,
title, functions, duties, or responsibilities. Id.
The court finds that given the Plaintiff's loss of position and
title as to the Central Division after the merger, as well as her
loss of independent capital spending authority, loss of hiring
and firing authority over ten Lombard regional managers, loss of
cluster market functions, and the Defendants' freezing of
construction projects, a genuine issue of material fact(s) exists
as to whether the Committee's determination that Plaintiff did
not suffer a significant reduction in the scope of her authority,
position, title, functions, duties or responsibilities was
arbitrary and capricious (i.e., downright unreasonable). See
Bowles v. Quantum Chem. Co., 266 F.3d 622 (7th Cir. 2001).
Accordingly, Defendants' Motion for Summary Judgment is denied
as to Count I and insofar as the aforedescribed issue is alleged
in and contained in Count III of the Second Amended Complaint.
B. The Committee Did Not Arbitrarily Reject Plaintiff's
Constructive Discharge Claim.
Plaintiff alleges in her motion for summary judgment that she
was constructively discharged. Pl.'s Mem. at 22-23. Defendants,
on the other hand, assert that Plaintiff was not constructively
discharged because Plaintiff continued to receive her salary,
retained her position as Vice-President/General Manager of Manor
Care and had the same scope of duties, authority,
responsibilities, and functions in the Western Division that she
had been assigned before the merger. Defs.' Reply at 22. In
addition, these duties, authority, responsibilities, and
functions intensified with the