United States District Court, N.D. Illinois, Eastern Division
MEMORANDUM AND ORDER
Honorable Marvin E. Aspen, United States District Judge
2015, Plaintiff Joshua Teague entered into an employment
agreement with Defendant Healthcare Development Partners
(“HDP”), a real estate development and property
management company. (Employment Agreement
(“Contract”) (Dkt. No. 48-8) at 16-17; Answer
(Dkt. No. 14) ¶ 2.) Defendant Todd Bryant, a managing
member of HDP, executed the contract on HDP's behalf.
(Contract at 16-17.) Teague was eventually
terminated by HDP after approximately two years of
employment. (Dkt. No. 48-8, Ex. E at 30.) Following his
termination, Teague sued HDP and Bryant (collectively
“Defendants”) claiming that they failed to pay
him his full salary, incentive compensation, and
reimbursements for business expenses. (Compl. (Dkt. No. 1).)
Presently before us is Teague's motion for summary
judgment as to liability for breach of contract, violation of
the Illinois Wage Payment & Collection Act
(“IWPCA”), 820 ILCS 115/1 et seq., and
declaratory judgment. (Mot. for Summ. J. (“SJ
Mot.”) Dkt. No. 46).) Also before us is Defendants'
motion to strike paragraphs within Teague's Local Rule
56.1 statement of material facts. (Dkt. No. 65.) For the
reasons set forth below we grant in part and deny in part
Defendants' motion to strike and deny Teague's motion
for summary judgment.
outlining the background facts, we address Defendants'
motion to strike. Defendants' motion stems from the
parties' dispute over two sets of requests for admission
made by Teague. (See Dkt. Nos. 48-1, 48-2.) Teague
claims that Defendants' responses to his requests were
deficient and threatened to move to have the facts in his
requests deemed admitted. (Dkt. No. 48-5 at 2-3.) Teague
never filed such a motion, and later filed his present motion
for summary judgment and corresponding Local Rule 56.1
statement of material facts. (SJ Mot.; Pl.'s Statement of
Material Facts (“Pl.'s Facts”) (Dkt. No.
48).) In his statement of facts, Teague included a section
titled “Defendants' Admissions of Fact Under Rule
36, ” which outlines the history of his requests for
admission and Defendants' responses. (Pl.'s Facts
¶¶ 6-10.) Defendants responded to Teague's
statement of facts admitting and denying the assertions
therein. (Defs.' Resp. to Pl.'s Facts (Dkt. No. 60).)
Two weeks later, Defendants moved to strike paragraphs 6-10,
12-13, 17-18, 30, and 34 of Teague's statement of facts.
(Mot. to Strike at 3.)
to strike are disfavored unless they serve to help expedite
proceedings and are generally not granted when ruling on
motions for summary judgment. Sun v. Bd. of Trs. of Univ.
of IL, 429 F.Supp.2d 1002, 1030 (C.D. Ill. 2006);
RLJCS Enters., Inc. v. Prof'l Ben. Tr., Inc.,
438 F.Supp.2d 903, 906 (N.D. Ill. 2006). In the Northern
District of Illinois, a party moving for summary judgment
must submit “a statement of material facts as to which
[it] . . . contends there is no genuine issue and that
entitle [it] to a judgment as a matter of law.” L.R.
56.1(a). The statement must “consist of short numbered
paragraphs” with “specific references to . . .
affidavits, parts of the record, and other supporting
materials relied upon.” Id. If a factual
statement is not supported by the material cited, it will not
be credited. Fenje v. Feld, 301 F.Supp.2d 781, 789
(N.D. Ill. 2003); Malec v. Sanford, 191 F.R.D. 581,
583 (N.D. Ill. 2000). Further, the “statement should be
limited to material facts, that is, facts pertinent
to the outcome of the issues identified in the summary
judgment motion.” Malec, 191 F.R.D. at 583
(emphasis in original). The non-moving party is required to
respond to the movant's statement and “in the case
of any disagreement” provide specific citations to the
material relied upon. L.R. 56.1(b)(3). Facts denied without
support will be considered undisputed. Garber v.
Amazon.com, Inc., 380 F.Supp.3d 766, 770 (N.D. Ill.
2019). Further, both parties must be diligent and specific in
the materials they cite in support of their assertions or
denials, as it is improper to cite “an entire
deposition, affidavit, or other exhibit document.”
Malec, 191 F.R.D. at 583. District courts are not
required “to scour the record in search of material
factual disputes” Roger Whitmore's Auto.
Servs., Inc. v. Lake Cty., Ill., 424 F.3d 659, 664 n.2
(7th Cir. 2005), and may ignore documents “not referred
to in the statement of facts.” Malec, 191
F.R.D. at 583.
statements Defendants seek to strike, many of them are not
material and relate only to the circumstances of Teague's
requests for admission. (See Pl.'s Facts
¶¶ 6-10.) Because these statements are not
material, they are stricken. Two of the six remaining
statements, paragraphs 12 and 13, were admitted by Defendants
in their response to Teague's statement of facts.
(Defs.' Resp. to Pl.'s Facts ¶¶ 12-13).
Defendants have also not cited any evidence to support a
denial of these facts. Thus, paragraphs 12 and 13 will be
considered undisputed for the purposes of Teague's motion
for summary judgment.
contained in paragraphs 17 and 18 will also be considered
undisputed for the purposes of Teague's summary judgment
motion because they are not subject to genuine dispute.
Paragraphs 17 and 18 state that Teague “made multiple
requests/demands” for Bryant to complete a portion of
the contract and Bryant never did. (Pl.'s Facts
¶¶ 16-17.) These statements are supported by
Teague's personal declaration. (Decl. of Joshua Teague
(“Teague Decl.”) (Dkt. No. 48-8) ¶¶
6-7.) Defendants incorrectly deny these assertions by citing
to an entire affidavit rather than specific paragraphs
(Defs.' Resp. to Pl.'s Facts ¶¶ 16-17), and
our review of the affidavit cited does not demonstrate that
the facts are subject to genuine dispute. (See Aff.
of Todd Bryant (“Bryant Aff.”) (Dkt. No. 63-1).)
Thus, paragraphs 17 and 18 will be considered undisputed for
the purposes of Teague's summary judgment motion.
paragraph 30, Defendants incorrectly cite an entire affidavit
to support their denial. (Defs.' Resp. to Pl.'s Facts
¶ 30.) However, because many of the paragraphs within
the affidavit cited support Defendants' denial, we will
consider the fact in paragraph 30 genuinely disputed but will
not strike it. Finally, Paragraph 34 will not be credited for
the purposes of Teague's motion for summary judgment.
Paragraph 34 states that Defendants' attorney admitted
that Defendants' owed Teague money. (Pl.'s Facts
¶ 34.) The only materials cited in support of this
alleged fact are Teague's requests for admission,
Defendants' responses, and Teague's objections to
those responses. However, none of these materials support the
fact asserted in paragraph 34. While there is evidence that
Defendants' attorney offered to pay Teague some money,
she was clear that HDP's “position is that it does
not owe Mr. Teague the monies demanded.” (Dkt. No. 48-1
at 13-14.) Thus, we will not consider the fact asserted in
paragraph 34 for the purposes of Teague's motion for
summary judgment but decline to strike it.
we grant Defendants' motion in part and strike paragraphs
6-10 of Teague's statement of material facts.
Defendants' motion is denied in all other respects. The
facts in paragraphs 12-13 and 17-18 will be considered
undisputed for the purposes of Teague's motion for
summary judgment, paragraph 30 will be considered genuinely
disputed, and paragraph 34 will not be credited.
facts outlined hereafter are taken from the parties Local
Rule 56.1 statements and the materials cited therein and are
undisputed unless otherwise noted subject to the
qualifications outlined above. In July 2015 Teague entered
into an employment agreement with HDP to serve as a senior
vice president. (Pl.'s Facts ¶ 11; Contract at
16-17.) Teague's basic responsibilities were to manage or
assist in managing real estate development projects around
the United States. (Contract at 9, § 5.) For his
efforts, Teague was to “receive an annual base salary
of $145, 000 annualized, subject to review from time to time
and no less often than annually.” (Id. at 10,
§ 7(b).) HDP's managing members, Bryant and Frank
Talbert, whom the contract defines as HDP's
“Owners, ” signed the contract on HDP's
behalf. (Id. at 9, § 4.)
of the contract, Teague was “eligible to receive . . .
an annual bonus equivalent to 20% of [his] base salary based
on [his] performance.” (Contract at 10, § 7(c).)
Bonuses were to be “reasonably determined by the
Owners, and based on eligibility factors and criteria, [that
would be] determined by [Teague] and the Owners and attached
as Schedule A to th[e] Agreement.” (Id.) The
contract also stated that it was “the intent of the
Parties to complete Schedule A . . . in the calendar year of
2015.” (Id.) Despite this language, the
parties never completed Schedule A. (Teague Decl.
¶¶ 6-7; Bryant Aff. ¶ 4.) Teague did, however,
demand that Bryant complete Schedule A on several occasions
in 2015. (Teague Decl. ¶ 6.) Teague also claims that in
April 2016 he and Bryant had a meeting where Bryant promised
to pay him a bonus of 40% of his salary if he completed
certain tasks. (Id. ¶ 11.) Bryant denies ever
promising to pay Teague any kind of bonus over the course of
his employment. (Bryant Aff. ¶ 28.)
PROJECTS AND PROMOTED INTERESTS
worked on at least two projects during his employment. One
was based in Winchester, Virginia (the “Winchester
Project”) and another was based in Phoenix, Arizona
(the “Sierra Bloom Project”). (Teague Decl.
¶ 8; Dkt. No. 48-8, Ex. B at 21.) The nature of these
projects and Teague's role within them is unclear, but
Teague did play a “direct managerial role” in the
Winchester project. (Teague Decl. ¶ 8.) Teague asserts
that Bryant promised him a 10% stake in the Winchester
Project and a 5% stake in the Sierra Bloom Project.
(Id. ¶¶ 8-9.) These promises were never
made according to Bryant. (Bryant Aff. ¶ 28.)
contract did allow Teague to earn additional compensation for
projects he was involved in. (Contract at 10-11, § 9.)
The contract states:
The Parties acknowledge that the investment structure of
certain projects pursued by [HDP] may contain a promoted
interest as added incentive to [HDP] (the
“Promote”). To the extent [Teague] provides a
direct managerial role in projects where a Promote exists
[Teague] will receive a percentage of the Promote within the
range of 10-35% as mutually determined by the Parties on a
(Id.) The contract also references the Sierra Bloom
[Teague's] percentage of any Promote related to the
Sierra Bloom campus in Phoenix, Arizona is anticipated to be
within the range of 5-10% as mutually determined by the
(Id.) Teague was never paid any promoted interest
compensation for these projects during his employment.
(Teague Decl. ¶ 28.)