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February 19, 2002


The opinion of the court was delivered by: Milton I. Shadur, Senior United States District Judge:


Sheri L. Crampton ("Crampton") has filed a two-count Complaint against her former employer Abbott Laboratories ("Abbott"), claiming that in violation of Illinois law (1) Abbott terminated her unlawfully in retaliation for her whistle-blowing activities and (2) Abbott breached a series of option contracts by refusing to allow her to exercise stock options granted under Abbott's Incentive Stock Option Programs.*fn1 Both sides have now filed Fed. R. Civ. P. ("Rule") 56 summary judgment motions,*fn2 with Abbott moving for summary judgment on both counts and Crampton requesting summary judgment as to liability on the breach of contract claim only. For the reasons set forth in this opinion, Crampton's motion is granted, while Abbott's motion is accordingly denied on the breach of contract claim but is granted on the retaliatory discharge claim.

Summary Judgment Standards

Familiar Rule 56 principles impose on each movant the burden of establishing both the lack of a genuine issue of material fact and the movant's entitlement to judgment as a matter of law (Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986)). For that purpose this Court must "read [] the record in the light most favorable to the non-moving party," although it "is not required to draw unreasonable inferences from the evidence" (St. Louis N. Joint Venture v. P & L Enters., Inc., 116 F.3d 262, 264, 265 n. 2 (7th Cir. 1997)). As Pipitone v. United States, 180 F.3d 859, 861 (7th Cir. 1999) has more recently quoted from Roger v. Yellow Freight Sys., Inc., 21 F.3d 146, 149 (7th Cir. 1994)):

A genuine issue for trial exists only when a reasonable jury could find for the party opposing the motion based on the record as a whole.
Where as here cross-motions for summary judgment are involved, it is thus necessary to adopt a dual perspective. This opinion reflects that approach where appropriate.


Crampton's Employment and Discharge

Crampton began working for Abbott on April 15, 1991 as a senior Clinical Research Associate (A. St. ¶ 28). She was promoted twice, so that in August 1998 she held the position of Assistant Director of Clinical Research for the Macrolide Venture (A. St. ¶¶ 3, 28). In that position she reported directly to Dr. George Aynilian ("Aynilian"), Associate Venture Head of the Macrolide Venture, who in turn reported to Venture Head Dr. Carl Craft ("Craft") (A. St. ¶ 4).

Throughout her employment at Abbott Crampton was actively involved with the Abbott Research Quality Assurance, Standard Operating Procedures and Guideline Rewrite Committee, and she was well-known for her knowledge of clinical rules and regulations (C. Ex. H). In that regard she voiced repeated complaints from 1992 to 1998, asserting violations of various clinical protocols and FDA regulations by Abbott employees (A. St. ¶¶ 8-23).

On August 3, 1998*fn3 Crampton sent this e-mail message to eight Abbott employees, three of whom reported directly to her (A. St. ¶¶ 29-31):

Subject: Searle/Monsanto HR Contact

For those who may be interested, here is the contact person and e-mail address for the head of HR/hiring for the Chicago area:

Linda Delavallade (formerly from Abbott as well!!)

e-mail=linda.h.delavallade@monsanto. com@internet

She and her team are working on implementing upper management's decisions (post merger with Monsanto) who stays in Chicago-land, who has to relocate to the east coast, who has an option to relocate, etc. They should be finished with that process in a week or two. If you want to contact her first to discuss possible openings, her phone number is 982-7211 and fax is 982-4637. Otherwise, if you have a current CV, you can attach it to a memo and send it via e-mail.
Good luck! And will the last one out please turn off the lights?

Craft found a copy of that e-mail in his in-basket on August 4 (id. ¶ 32). After reading the e-mail he spoke with his boss, Dr. Leonard ("Leonard"), as well as with the Manager and the Director of Human Resources (id. ¶ 35). Leonard believed the e-mail was so disruptive and inappropriate as to warrant Crampton's immediate termination and further believed that Crampton had violated her employment agreement with Abbott (id. ¶¶ 36, 37).*fn4 While various Abbott executives agreed that Crampton's e-mail displayed poor judgment and disloyalty and warranted termination (id. ¶¶ 36, 41), Craft was ultimately responsible for the termination decision (C. Add. St. ¶ 92).

Human Resources Manager Michael Spengler ("Spengler") met with Crampton on August 6 to discuss the e-mail (A. St. ¶ 42). At the meeting Crampton said that she did not think the e-mail was a problem (id. ¶ 43) and attempted to explain that she intended the last line as a joke (C. Add. St. ¶ 87). On August 10, 1998 Craft and Spengler met with Crampton and told her that she had been terminated because of the lack of judgment, loyalty and professionalism reflected in the e-mail (id. ¶ 50).

Crampton's Stock Options

Crampton was granted stock options three times during her years at Abbott: in 1995, 1996 and 1997 (C. St. ¶¶ 2-4). At the time of her termination she had options for over 5000 shares available for exercise (C. St. ¶ 5). Each grant was pursuant to an option contract, and each contract contained a materially identical provision under which a terminated employee could exercise an option within three months after his or her last day of work, except that each option would terminate immediately if the employee were to "engage [], directly or indirectly, for the benefit of the employee or others, in any activity, employment or business . . . which, in the sole opinion and discretion of the Compensation Committee, is competitive with the company or any of its subsidiaries" (id. ¶ 6).

Elizabeth Fowler ("Fowler") is the Abbott employee who processes the exercising of stock options (C. St. ¶ 13). She was notified on August 28 that Crampton had been terminated, and she asked Jill Mueller in Human Resources to obtain a document known as the non-compete verification form (A. St. ¶ 69), which sets out whether a former employee is competing with Abbott in his or her new employment (id.).

On September 2 Crampton's husband Demetre Svolopoulos ("Svolopoulos") telephoned Fowler, saying that Crampton wished to exercise her options and asking Fowler to send him the exercise forms (C. St. ¶ 18). Fowler told him the options could not be exercised until Fowler had the non-compete verification form (C. St. ¶ 19). Svolopoulos said truthfully that his wife was not employed at the time and was currently seeking employment (C. St. ¶ 20). Fowler made another attempt to obtain the form from Human Resources later that same day, and she ultimately received it on September 8 (C. St. ¶¶ 21, 23). In response to the question "[w]ill the optionee be competing with the company in his/her new employment?" the form was marked "no," but there was a handwritten qualifier stating "do not know her plans at this time" (A. St. ¶ 76).

"In the perfect world, if in fact time allowed," Fowler would try to send a letter to any terminated employee who was not competing, advising the employee of the last date for exercise of stock options, as well as about the stock option statement (Fowler Dep. 56). If time were too short, a telephone call would be tried instead (id. 57). But Fowler did neither of those things for Crampton, assertedly because Fowler was unsure whether Crampton was terminated or was on leave status (id.). Instead Fowler didn't communicate with Crampton for fully two months after she had the Human Resources form in hand on September 8.

Then on November 19 Fowler received an e-mail from Spengler stating that Crampton was working in a competing position (C. St. ¶ 44). By November 25 Abbott had determined that Crampton would not be allowed to exercise her options because her employment with Agouron was competitive with Abbott (C. St. ¶ 46). On December 4 Fowler wrote Crampton that she would not be allowed to ...

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