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Equal Employment Opportunity Commission v. Midwest Emergency Associates

January 29, 2008

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, PLAINTIFF,
v.
MIDWEST EMERGENCY ASSOCIATES, LTD., ET AL., DEFENDANTS.
MARGARET LYNCH, PLAINTIFF-INTERVENOR,
v.
MIDWEST EMERGENCY ASSOCIATES, LTD., ET AL., DEFENDANTS.



The opinion of the court was delivered by: Amy J. St. Eve, District Judge

MEMORANDUM OPINION AND ORDER

In its one-count Amended Complaint, Plaintiff, the Equal Employment Opportunity Commission (the "EEOC"), is suing Defendants Midwest Emergency Associates, Ltd. ("MEA Ltd."), Midwest Emergency Associates, LLC ("MEA LLC"), and Midwest Emergency Associates-Elgin, Ltd. ("MEA Elgin"), for sex discrimination in violation of Title VII of the Civil Rights Act of 1964, as amended. See 42 U.S.C. § 2000e et seq. Specifically, the EEOC alleges that Defendants improperly considered Plaintiff-Intervenor Margaret Lynch's pregnancies and possible future pregnancies in denying her equal terms and conditions of employment. Before the Court is Defendants' second Motion for Summary Judgment pursuant to Federal Rule of Civil Procedure 56(c).*fn1 For the reasons discussed below, the Court grants in part and denies in part Defendants' motion.

BACKGROUND

I. Defendants & Owners

Defendant MEA Elgin is an Illinois corporation that provides emergency physician services to Provena St. Joseph Hospital ("St. Joseph Hospital" or "St. Joes") in Elgin, Illinois.

(R. 65-1, Defs.' Rule 56.1 Stmt. Facts ¶ 3.) In 1990, Daniel Sullivan formed Sullivan Emergency Associates, Ltd. -- which later became MEA Ltd. -- to provide emergency physician staffing to Ingalls Hospital. (Id. ¶ 5.) Two of MEA Ltd.'s initial physicians and early owners were Patrick Connor and Saif Nazir. (Id. ¶ 6.) In the early 1990's, Sullivan, Connor, and Nazir offered ownership interests in MEA Ltd. to David Farkas, Vera Masutti, and Mark Weissman, who are collectively referred to as the "Six Original Owners." (Id. ¶ 7; R. 76-1, Pls.' Joint Stmt. Add'l Facts ¶ 4.) During the relevant time period, Masutti was the only MEA owner who was female. (Pls.' Stmt. Facts ¶ 7.)

In 1999, the Six Original Owners began discussions with Jim Kolka, Marc Crescenzo, and Mark Gordon -- the owners of Aurora Emergency Associates, Ltd. ("AEA Owners") -- to coordinate their business activities. (Defs.' Stmt. Facts ¶ 9.) In 2000, John Sullivan, who was not associated with the Six Original Owners or the AEA Owners, brought an opportunity to provide emergency physician staffing services to St. Alexius Hospital and was offered an ownership interest in MEA. (Id. ¶ 10.) There is evidence in the record that no partner joined MEA without being given at least a 5% ownership share in one of the MEA entities. (Pls.' Stmt. Facts ¶ 5; Ex. 78-2, Connor Dep., at 187.)

II. Lynch's Initial Employment

In early April 1996, Daniel Sullivan, Connor, and Masutti met with Lynch to discuss a potential physician position at St. Joseph Hospital in Elgin. (Id. ¶ 11; Pls.' Stmt. Facts ¶ 1.) Daniel Sullivan mentioned that ownership might be a possibility in the future if Lynch's performance and dedication warranted it. (Defs.' Stmt. Facts ¶ 11; Pls.' Stmt. Facts ¶ 1.) After meeting with Lynch, Daniel Sullivan sent Lynch a letter offering her a position at St. Joseph Hospital. (Id. ¶ 14.) After receiving Daniel Sullivan's April 6, 1996, letter, Lynch began working at St. Joseph Hospital's emergency room. (Id. ¶ 16; Pls.' Stmt. Facts ¶ 3.) For approximately four of the five years Lynch worked for MEA, she was the Assistant Medical Director of the emergency room. (Pls.' Stmt. Facts ¶ 13.)

III. Ownership Decisions

In the fall of 2000, the ten MEA owners created a "partnership track" in a planned Management Service Organization ("MSO") for up to fifteen physicians. (Defs.' Stmt. Facts ¶ 37.) Under this new "partnership track," physicians would be required to buy into the "partnership" and would be eligible for 1% ownership interest. (Id.) In January 2001, the MEA owners offered Lynch a 1% ownership interest in MEA LLC. (Id. ¶ 38; Pls.' Stmt. Facts ¶ 9.)

Lynch did not accept this offer. (Defs.' Stmt. Facts ¶ 38.) In February 2001, Lynch met with Daniel Sullivan to discuss the possibility of Lynch's ownership. (Id. ¶ 43.) Lynch testified that at the time of her February 2001 meeting with Sullivan it was "apparent that they were not changing any offer. They kept offering the 1 percent with different contingencies on it. And at that time, I felt I should go ahead and, you know, give it my last best shot I guess." (Id.)

On March 22, 2001, the Six Original Owners met and decided to offer Lynch a 3.5% ownership interest. (Id. ¶¶ 39, 40; Pls.' Stmt. Facts ¶ 18.) At the end of March 2001, Daniel Sullivan called Lynch to offer her the 3.5% ownership interest. (Defs.' Stmt. Facts ¶¶ 44, 45.) Lynch told Sullivan that she felt the offer was inadequate. (Id. ¶ 45.) At the end of their telephone conversation, there was no discussion about the next step. (Id. ¶ 46.) After the telephone call, Lynch tried to contact Sullivan about the 3.5% offer, but Sullivan was unavailable and did not return her call. (Id. ¶ 47.)

Sullivan sent Lynch a letter dated April 10, 2001, expressing his disappointment with her reaction to the 3.5% offer. (Id. ¶ 48.) Sullivan's letter to Lynch reads in its entirety:

I am writing on behalf of the Board of Midwest Emergency Associates. Approximately two weeks ago the Board extended an offer of ownership to you in the amount of three and one-half per cent of the corporation. Both Dr. Connor and I have spoken to you regarding that offer. You have refused that offer, thus extinguishing the offer. On behalf of both Dr. Connor and myself we are disappointed that you will not be joining us as an owner and partner in MEA. You have been functioning as Assistant Director at St. Joes for some time and have been reimbursed $3,000 per month. Dr. Connor and MEA have been quite satisfied working with you in that position. The Board has reviewed the St. Joes situation and decided that with Dr. Connor living downtown, the Assistant Director must live within 30 minutes of the hospital. We will be naming another Assistant Director in July and will discontinue your role as Assistant Director and your stipend at that time.

I have enclosed contracts for continued employment with MEA should you wish to continue working at Provena St. Joes.

You have recently asked for MEA to pay your disability expenses. As I mentioned in a letter sent last year MEA does not cover that expense. However, at the conclusion of your Assistant Directorship MEA will ...


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