United States District Court, N.D. Illinois, Eastern Division
PERRI L. IRMER, Plaintiff,
JERRY M. REINSDORF and JAMES R. THOMPSON, Defendants.
MEMORANDUM OPINION AND ORDER
JOHN W. DARRAH, District Judge.
Plaintiff Perri Irmer has brought this action against Defendants, Jerry M. Reinsdorf and James R. Thompson, for causing the termination of her former employment as the Executive Director and Chief Executive Officer of the Illinois Sports Facilities Authority ("ISFA"). Defendants have moved, separately, to dismiss Irmer's Complaint, pursuant to Federal Rule of Civil Procedure 12(b)(6). Irmer has also moved to strike the exhibits attached to Reinsdorf's Motion.
The following is taken from the Complaint, which is assumed to be true for purposes of a motion to dismiss. See Reger Dev., LLC v. Nat'l City Bank, 592 F.3d 759, 763 (7th Cir. 2010). The ISFA is a unit of local government created by the Illinois General Assembly, whose purpose is to use public funds for the provision of sports stadiums in Illinois. (Compl. ¶ 10(a)). Its principal asset is U.S. Cellular Field, and the relationship between the ISFA and the White Sox is governed by a Management Agreement that runs through 2029. ( Id. ¶¶ 11-12.) Under that agreement, the White Sox have enjoyed a very favorable taxpayer-financed stadium deal. Among other advantages, the ISFA paid 100 percent of the costs of building U.S. Cellular Field and continues to pay for improvements. The White Sox also paid no rent for the first 18 years and currently pay only token rent. ( Id. ¶14.) Reinsdorf is the principal owner of the Chicago White Sox and has been the chairman of the company that owns the White Sox since 1980. He also has substantial equity interests in the Chicago Bulls and the United Center. ( Id. ¶¶ 2-3.)
Irmer was the Executive Director from December 2004 until her termination on April 25, 2011. ( Id. ¶ 1.) As Executive Director, Irmer was responsible to "[d]irect and supervise the administrative affairs and activities of the Authority, " to "[r]eport and make recommendations to the Authority on the merits and status of any proposed facility, " and to "[p]erform any other duty that the Authority requires for carrying out the provisions of this Act." 70 ILCS § 3205/7. ( See also Compl. Exh. 1 (Employment Agreement) § 1.1.) Irmer also served as the ISFA's "chief executive officer" and was responsible for managing it. (Compl. ¶ 10(c).) Irmer was paid $14, 662.50 per month. ( Id. Exh. 1 § 2.1.)
As the most senior employee, Irmer reported directly to its Board of Directors, including the Chairman. ( Id. ¶ 10(c).) The Board is selected by the Mayor of Chicago and the Governor of Illinois. Although Irmer alleges that the Governor alone selects the Chairman, ( see id. ¶ 10(b)), the Illinois statute provides that the Chairman "shall be appointed by the Governor subject to the approval of the Mayor of the City of Chicago...". 70 ILCS § 3205/4. Thompson was the Governor of Illinois when ISFA was created and served as the Chairman of the Board from 2006 through 2011. (Compl. ¶ 3.)
Irmer alleges that "as a matter of law, each member of the ISFA Board... and the Executive Director, owe fiduciary duties to the State of Illinois and its citizens." ( Id. ¶ 18.) "[T]hese fiduciary duties include the duty to act with the highest degree of loyalty and fidelity to the interests of the State and its citizens." ( Id. ) According to Irmer, "[t]hroughout her tenure as... Executive Director/CEO... [Irmer] acted with the highest fidelity to the interests of Illinois taxpayers." ( Id. ¶ 23(b).)
After becoming Executive Director, Irmer recognized that the ISFA was in a difficult financial condition, due in substantial part because it was putting the interests of the White Sox ahead of the interests of Illinois taxpayers. ( Id. ¶ 21.) As a result, Irmer sought to reform the relationship between the White Sox and the ISFA established in the Management Agreement, which she viewed as abusive to taxpayers. ( Id. ¶ 24.) To that end, Irmer developed and implemented a facilities management plan, resulting in millions of dollars of savings for ISFA. ( Id. ¶ 25.) Irmer also sought to develop new sources of revenue from non-baseball events, such as music concerts. ( Id. ¶ 28.) She advocated that the White Sox pay rent to the ISFA and also sought to develop the publically owned lands around Cellular Field to generate additional revenue. ( Id. ¶¶ 30, 35.) The White Sox and Reinsdorf opposed these proposals because of the economic detriment to them. ( Id. ¶¶ 29-30.) Reinsdorf also opposed the music concerts on the basis that they could detract from revenue generated by concerts held at the United Center. ( Id. )
In 2008, with Irmer's strong support, the ISFA persuaded the White Sox, over its initial objections, to agree for the first time to begin paying rent, in the token amount of $1.2 million per year. ( Id. ¶ 35.) Reinsdorf increasingly viewed Irmer as an opponent based on her reforms. ( Id. ¶¶ 34, 36.) He also did not support her efforts to bring more members of minority communities into the ballpark because he viewed the White Sox brand as appealing primarily to people from the suburbs or other areas of the city perceived as having little contact with minorities. ( Id. ¶ 37.) As a result, Reinsdorf lobbied former Governor Blagojevich or members of his staff to persuade them that Irmer's employment contract should not be renewed in December 2008. However, before Irmer could be terminated, Blagojevich was indicted and arrested. Irmer's contract was not terminated and was extended through December 2010. ( Id. ¶¶ 40-43.)
Irmer's conflicts with the White Sox continued as she persisted in her "efforts to protect and enhance the interests of Illinois taxpayers." ( Id. ¶ 44.) In 2010, the White Sox proposed the development of a new restaurant on the north side of 35th Street, known as "Bacardi at the Park." ( Id. ¶¶ 46-50.) Irmer strongly opposed the proposal as a one-sided benefit to the White Sox; the White Sox, and not the State of Illinois, would receive the rent and profit-sharing revenues generated by the restaurant. She repeatedly protested to the ISFA Board, to individual Board members and to the attorney for the ISFA that they should reject the Bacardi at the Park deal, based on her belief that "every ISFA Board member... had the legal duty to" reject the deal. ( Id. ¶ 51.) However, the ISFA Board, led by Thompson, ignored Irmer's objections and approved the final Bacardi at the Park agreement in November 2010, giving away millions of dollars to the White Sox that could have gone to the State of Illinois. ( Id. ¶ 52.)
Shortly thereafter, in January 2011, the ISFA Board voted to extend Irmer's written employment agreement only on a month-to-month basis instead of a one or two-year term. Around this same time, Irmer also opposed $7 million of a $10 million request by the White Sox for enhancements to U.S. Cellular Field. ( Id. ¶¶ 57-58.)
In late 2010 and early 2011, Irmer decided to go beyond the ISFA Board and attempted to see Illinois Governor Patrick Quinn to tell him of the problems at the ISFA and to enlist his support for reform. ( Id. ¶ 56.) However, Quinn's staff blocked her efforts, and while Thompson told Irmer he would arrange a meeting with Quinn, that meeting never happened. ( Id. ¶ 56.) Blocked from seeing Quinn, Irmer met or spoke with other Illinois politicians and public officials in order to achieve "reform at ISFA". ( Id. ¶ 59.) The people she met with included: retired Illinois Senate President Emil Jones, who had been identified as being the likely nominee to be the next chairman of the ISFA Board; Manny Sanchez, an attorney who was in the process of being nominated to the ISFA Board; Joan Coogan, who was head of Inter-Governmental Affairs (IGA) under Mayor Daley; and members of Mayor-elect Emanuel's staff. ( Id. ) She made it clear in these meetings that Reinsdorf and the White Sox were exercising undue influence over Thompson and the ISFA Board and that the Illinois taxpayers were being seriously harmed. ( Id. ¶¶ 59-60.)
In April 2011, Irmer scheduled a meeting with newly elected Mayor Emanuel to inform him of the problems at the ISFA. The meeting was set for April 28, 2011, and was known to her staff, including members who reported to Thompson. ( Id. ¶ 61.) On April 25, 2011, Irmer arrived at the ISFA offices to find that she had been locked out of her office and Thompson waiting for her. Thompson told Irmer that the ISFA Board was holding a special meeting on April 27, 2011, to vote on her termination and gave her the choice of resigning or being fired. ( Id. ¶ 62.) Irmer did not resign and was terminated by the ISFA Board on April 27, 2011. ( Id. ¶ 63.)
After Irmer was terminated, the ISFA approved the White Sox request that Irmer had opposed. The ISFA also abandoned or curtailed its attempts to attract music concerts at U.S. Cellular Field. Irmer's other efforts, including increasing minority attendance and public ...