United States District Court, N.D. Illinois
March 16, 2004.
GATX FINANCIAL CORPORATION Defendant.
The opinion of the court was delivered by: JAMES MORAN, Senior District Judge
MEMORANDUM OPINION AND ORDER
Plaintiff David Bond brought this two-count complaint alleging breach
of contract and fraudulent concealment Defendant GATX Financial
Corporation (GATX) filed a motion for summary judgment as to both claims.
For the following reasons, defendant's motion is granted.
In late 2000, plaintiff received two offers of employment: one from the
defendant and another from Strong Capital Management. While deciding
which of the offers to accept, plaintiff had a meeting with GATX
employees Dean Bonomo and Kathy Jackson. Bonomo and Jackson allegedly
told plaintiff about GATX's bonus structure, under which an employee who
performs in an outstanding manner may receive a bonus of up to three
times his or her base salary. Additionally, GATX, through Bonomo and
Jackson, promised plaintiff a signing bonus of $50,000, payable on March
Plaintiff received from defendant a letter detailing the terms of the
employment offer, which he signed. The letter guaranteed plaintiff a base
salary of $125,000, and the signing
bonus of $50,000. It also provided that he was eligible to
participate in defendant's incentive bonus plan "from your first day of
employment" Plaintiff began working for GATX on November 27, 2000.
Shortly after he started work, plaintiff was assigned to an important and
valuable deal that needed to be completed before the end of the year.
Plaintiff worked hard to successfully complete the project and was told
that he did a very good job in doing so.
In early 2001, defendant paid bonuses to its employees. In addition to
the $50,000 guaranteed by the contract, defendant received $10,000 for
his work in the last month of 2000. He now claims, however, that he
should have received a bonus of three times his base salary of $125,000.
Alternatively, he claims that defendant, when trying to get him to accept
its offer, fraudulently concealed the process it uses to calculate
bonuses by failing to tell him that It would be based on a pro-rated
The court's function in ruling on a motion for summary judgment is
merely to determine if there is a genuine issue of material fact for
trial. Anderson v. Liberty Lobby. Inc., 477 U.S. 242, 249
(1986). Only If the evidence on file shows that no such issue exists and
that the moving party is entitled to judgment as a matter of law will the
motion be granted. Celotex Corp. v. Catrett, 477 U.S. 317,
322-23 (1986); Bennett v. Roberts, 295 F.3d 687, 694 (7th
In order to prove breach of contract, the plaintiff must show (1) the
existence of a valid, enforceable contract; (2) performance by the
plaintiff; (3) breach by the defendant; and (4) resulting damages.
Henderson-Smith & Associates. Inc. v. Nahamani Family Service
Center, Inc., 752 N.E.2d 33, 43 (Ill.App. 1 Dist. 2001).
Plaintiff does not prove that defendant breached the employment
contract in anyway. He was paid the base salary and the signing bonus, as
required by the letter. He also received an additional bonus of $10,000,
resulting in a total bonus of $60,000 for 2000. Even assuming the truth
of plaintiff's assertions concerning the meeting with Bonomo and Jackson,
he fails to show that there was a valid contract requiring defendant to
pay him any additional amount At best, he proves that outstanding
employees received bonuses based on some multiple of their salaries. He
claims that his work in 2000, despite the fact that he did not begin
working until November, rose to this level. Even if true, he does not
prove the existence of any statement in which defendant promised
to pay him a similar amount based on his performance.
Likewise, he fails to prove fraudulent concealment In Illinois, such a
claim requires that the plaintiff demonstrates (1) the concealment of a
material fact; (2) the concealment was intended to induce a false belief;
(3) the innocent party could not have discovered the truth through a
reasonable inquiry; (4) the injured party would have acted differently
had he known the truth; and (5) the reliance caused the damage.
Schrager v. North Community Bank, 767 N.E.2d 376, 384 (Ill.
App. 1 Dist. 2002).
Plaintiff claims that defendant never told him that his bonuses would
be based on a prorated salary, even though a subsequent letter from GATX
employee Thomas Nord indicated that his bonus was calculated in that way.
He alleges that had defendant disclosed this information he would not
have accepted the employment offer. Again, plaintiff had no contractually
enforceable right to receive any bonus other than the $50,000 signing
bonus. Plaintiff does not demonstrate how defendant could have
fraudulently represented its process of calculating bonuses that it had
no obligation to pay.
Notwithstanding Nord's use of the term "pro-ration" in the letter, the
evidence shows that defendant based its bonuses on the amount of business
an employee brought to the firm. As a result, the duration of an
employment was a factor in the final bonus amount, though not a
determinative one. Because he worked for defendant for a short period of
time, plaintiff's performance in 2000 consisted only of the completion of
a deal and did not involve any origination of business. Defendant
determined that $60,000 was an appropriate bonus for his work and we are
not in the position to review its business decision.
This claim is necessarily intertwined with the breach-of-contract
claim. Plaintiff does not claim that Bonomo and Jackson misrepresented
the role of original business in the bonus structure when recruiting him.
Indeed, it would be difficult for him to make such a claim. At the time
of the meeting all parties assumed that plaintiff would be employed by
GATX for a long period of time, originate business and collect bonuses.
Accordingly, there was no particular reason to highlight the difference
in bonuses for the different types of work. As it turned out, however,
plaintiff worked for the defendant for less than a year and never reaped
the rewards of bringing in a substantial amount of business. Absent such
a contribution by the plaintiff, he points to nothing in the evidence
that would indicate he was promised such a bonus or that he was
materially misled about the bonus process.
For the foregoing reasons, defendant's motion for summary judgment is
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