The opinion of the court was delivered by: SAMUEL DER-YEGHIAYAN, District Judge
This matter is before the court on defendants Larry S. Kaplan and
Robert von Ohlen, Jr., individually, and the law firm partnership of
Kaplan, Begy & von Ohlen's (hereinafter collectively "Defendants")
motion for summary judgment as to Plaintiff
James Solon's ("Solon") Second Amended Complaint, Additionally,
before this court is cross-claim defendants' Larry S. Kaplan and Robert
C, von Ohlen, Jr., individually, and the law firm partnership of Kaplan,
Begy, & von Ohlen's (hereinafter collectively "Cross-Claim
Defendants") motion for summary judgment as to Defendant/Cross-Claimant
Fred C, Begy's Second Amended Cross-Claim and a motion to strike
Defendant/Cross-Claimant Fred C. Begy's response in opposition to motion
for summary judgment.
For the reasons below, we grant Defendants' motion for summary judgment
on Counts 1 and IT of Solon's Second Amended Complaint and dismiss
without prejudice Counts IV, V, VI for lack of jurisdiction.
Additionally, this court also dismisses without prejudice Counts I, II,
and HI of Defendant/Cross-Claimant Fred C. Begy's Second Amended
Cross-Claim for lack of jurisdiction. As such, the court strikes as moot
Cross-Claim Defendants' motion for summary judgment and motion to strike.
On September 1, 1989, Solon became an equity partner in the law firm of
Adler, Kaplan, & Begy ("AKB"). On or about January 29, 1993, Solon
signed an Amendment and Restatement of the AKB Partnership Agreement
(hereinafter "Partnership Agreement") in his capacity as an equity
partner of the AKB firm. The Partnership Agreement identified James
Solon, John W. Adler, Fred C. Begy III, Larry S. Kaplan, James F. Murphy,
Michael G. McQuillen, Terrill E. Pierce and
Robert von Ohlen as equity partners in the AKB firm. Solon
contributed $50,000 as a capital contribution to the AKB firm.
In 1994, three of the AKB equity partners John W. Alder,
Michael G. McQuillen, and James F. Murphy left the AKB law firm.
Thereafter, Solon drafted a Separation Agreement which manifested the
withdrawal of the three equity partners from the firm effective December
31, 1994. The Separation Agreement stated the remaining equity partners
of the AKB law firm Fred C. Begy III, Larry S. Kaplan, Terrill E.
Pierce, Robert von Ohlen, and James Solon would continue the AKB
partnership under the name Kaplan & Begy and would exist in
accordance with the previously drafted Partnership Agreement. The
Separation Agreement was then signed by all equity partners of the
pre-existing AKB law firm, including Solon.
As an equity partner in the Firm, Solon received semi-monthly draws, an
allocated share of firm income, and copies of the firm's Daily Cash
Reports. Solon also attended compensation meetings with the other
partners and signed income distribution forms acknowledging his allocated
share of the Firm's profits.
In addition to being an equity partner, Solon also became Kaplan &
Begy's managing partner. As Kaplan and Begy's managing partner, Solon
signed documents over the title managing partner. In addition, Solon
signed letters of credit with LaSalle Bank, held the title of trustee for
the Firm's 401(k) plan, signed checks containing partnership income
distribution; and prepared financial statements describing the Firm's
In 1997, Robert von Ohlen was added as a named partner to the
firm, changing the firm name to Kaplan, Begy & von Ohlen
(hereinafter "Firm"). Solon continued in his role as managing partner of
the Firm through and until January 18, 1998,
On October 15, 1998, partner Fred C. Begy informed Solon that the
partners had decided that his partnership interest in the Firm would be
terminated effective December 31, 1998.
Solon contends that, Larry S. Kaplan ("Kaplan"), Fred C. Begy 111
("Begy"), Robert von Ohlen ("von Ohlen") and the Firm forced him out of
the Finn in violation of the Partnership Agreement based on his age and
because of his investigation of two sexual harassment incidents. In
addition, Solon asserts that Kaplan, Begy, and von Ohlen refused to give
him fee-generating files and assigned him administrative matters so he
could not accumulate billable hours and further develop his law practice.
Finally, Solon claims that his compensation was inadequate and that he is
entitled to the return of his initial $50,000 investment in the Finn.
In his six count Second Amended Complaint, Solon claims that the
Defendants violated federal claims under Title VII of the Civil Rights
Act of 1964, 42 U.S.C. § 2000e, et seq., as amended by the
Civil Rights Act of 1964 (Count I) and the Age Discrimination in
Employment Act, 29 U.S.C. § 621 et seq. (Count II). In
addition, Solon brought the following claims under the supplemental
of the court, pursuant to 28 U.S.C. § 1367, which include
alleged violations of the Illinois Human Rights Act, 775 ILCS
5/1-101,et. seq., (Count III), including sections 5/1-102 and
5/6-101, claims for breach of the Partnership Agreement and the covenant
of good faith and fair dealing (Count TV), and breach of the fiduciary
duty of good faith and fair dealing of partners and joint ventures (Count
V). Alternatively, Solon seeks an accounting and an order dissolving the
partnership and distributing its assets under the Illinois Uniform
Partnership Act, 205 ILCS § 205/1 et. seq. (Count VI).
On February 9, 2001, in an Order addressing Defendants' Motion to
Dismiss Scion's Second Amended Complaint, Judge Blanche Manning dismissed
with prejudice the individual capacity claims alleged in Count I and
Count II. In addition, Judge Manning dismissed in whole Count III for
failure to exhaust administrative remedies. On August 8, 2003,
Defendant/Cross-Claimant Begy filed a Second Amended Cross-Claim for
Indemnification (Count I), Declaratory judgment (Count II), and Partner
Indemnification (Count III). Begy brought the Second Amended Cross-Claim
under the supplemental jurisdiction of the court pursuant to
28 U.S.C. § 1367,
Summary judgment is appropriate when the record reveals that there is
no genuine issue as to any material fact and the moving party is entitled
to judgment as
a matter of law. Fed.R.Civ.P. 56(c). In seeking a grant of
summary judgment the moving party must identify "those portions of `the
pleadings, depositions, answers to interrogatories, and admissions on
file, together with the affidavits, if any,' which it believes
demonstrate the absence of a genuine issue of material fact." Celotex
Corp. v. Catrett, 477 U.S. 317
, 323 (1986) (quoting Fed, R. Civ. P.
56(c)). This initial burden may be satisfied by presenting specific
evidence on a particular issue or by pointing out "an absence of evidence
to support the non-moving party's case." Id. at 325. Once the movant has
met this burden, the non-moving party cannot simply rest on the
allegations in the pleadings, but, "by affidavits or as otherwise
provided for in [Rule 56], must set forth specific facts showing that
there is a genuine issue for trial." Fed.R.Civ.P. 56(e), A "genuine
issue" in the context of a motion for summary judgment is not simply a
"metaphysical doubt as to the material facts." Matsushita Elec,
Indus. Co., ltd, v. Zenith Radio Corp., 475 U.S. 574
, 586 (1986).
Rather, a genuine issue of material ...